{"url_path":"/sec/cik-0002063015/8-k/2026-06-01/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/2063015/0001539497-26-001624-index.html","accession_number":"0001539497-26-001624","cik":"0002063015","ticker":null,"issuer_name":"BMO 2026-5C14 Mortgage Trust","edgar_url":"https://www.sec.gov/Archives/edgar/data/2063015/0001539497-26-001624-index.html","primary_entity_key":"0002063015","primary_entity_name":"BMO 2026-5C14 Mortgage Trust"},"word_count":424144,"has_tables":true,"body_markdown":"EX-4.1\n2\nexh4_1-bmarkv22psa.htm\nBENCHMARK 2026-V22 POOLING AND SERVICING AGREEMENT\n\n**Exhibit 4.1**\n\n**EXECUTION VERSION**\n\nCITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.,\n\nDepositor,\n\nTrimont\nllc,\n\nMaster Servicer,\n\nlNR\nPARTNERS, LLC,\n\nSpecial Servicer,\n\nBellOak,\nLLC,\n\nOperating Advisor and Asset Representations Reviewer,\n\nCITIBANK,\nN.A.,\n\nCertificate Administrator,\n\nand\n\nWILMINGTON\nSAVINGS FUND SOCIETY, FSB,\n\nTrustee\n\nPOOLING AND SERVICING AGREEMENT\n\nDated as of May 1, 2026\n\n \n\nBenchmark 2026-V22 Mortgage Trust,\n\nCommercial Mortgage Pass-Through Certificates\n\nSeries 2026-V22\n\nTABLE OF CONTENTS\n\nPage\n\nArticle I\n\nDEFINITIONS\n\nSection 1.01\nDefined Terms\n8\n\nSection 1.02\nCertain Calculations\n155\n\nSection 1.03\nCertain Constructions\n165\n\nArticle II\n\nCONVEYANCE OF MORTGAGE LOANS AND TRUST SUBORDINATE COMPANION\n\nLOAN; ORIGINAL ISSUANCE OF CERTIFICATES\n\nSection 2.01\nConveyance of Mortgage Loans and Trust Subordinate Companion Loan\n166\n\nSection 2.02\nAcceptance by the Trustee, the Custodian and the Certificate Administrator\n174\n\nSection 2.03\nMortgage Loan Sellers’ Repurchase, Substitution or Cures of Trust Loans for Document Defects in Mortgage Files and Breaches of Representations and Warranties\n176\n\nSection 2.04\nRepresentations and Warranties of the Depositor\n194\n\nSection 2.05\nRepresentations and Warranties of the Master Servicer\n196\n\nSection 2.06\nRepresentations and Warranties of the Special Servicer.\n198\n\nSection 2.07\nRepresentations and Warranties of the Trustee\n200\n\nSection 2.08\nRepresentations and Warranties of the Certificate Administrator\n202\n\nSection 2.09\nRepresentations and Warranties of the Operating Advisor\n204\n\nSection 2.10\nRepresentations and Warranties of the Asset Representations Reviewer\n205\n\nSection 2.11\nExecution and Delivery of Trust Certificates; Issuance of Uncertificated Interests, Lower-Tier Regular Interests and Trust Subordinate Companion Loan REMIC Regular Interests.\n207\n\nSection 2.12\nMiscellaneous REMIC and Grantor Trust Provisions\n208\n\nSection 2.13\nBare Trust\n210\n\nArticle III\n\nADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS AND TRUST\n\nSUBORDINATE COMPANION LOAN(S)\n\nSection 3.01\nMaster Servicer to Act as Master Servicer; Administration of the Mortgage Loans and Trust Subordinate Companion Loan(s); Sub-Servicing Agreements; Outside Serviced Mortgage Loans\n210\n\nSection 3.02\nLiability of the Master Servicer and the Special Servicer\n225\n\nSection 3.03\nCollection of Certain Mortgage Loan Payments\n226\n\nSection 3.04\nCollection of Taxes, Assessments and Similar Items; Escrow Accounts\n228\n\nSection 3.05\nCollection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account\n230\n\nSection 3.05A\nWhole Loan Custodial Account\n236\n\n- i -\n\nPage\n\nSection 3.06\nPermitted Withdrawals From the Collection Account\n239\n\nSection 3.06A.\nPermitted Withdrawals From the Whole Loan Custodial Account\n246\n\nSection 3.07\nInvestment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts\n252\n\nSection 3.08\nMaintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage\n254\n\nSection 3.09\nEnforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions\n260\n\nSection 3.10\nAppraisal Reductions; Calculation and Allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans\n267\n\nSection 3.11\nTrustee, Certificate Administrator and Custodian to Cooperate; Release of Mortgage Files\n275\n\nSection 3.12\nServicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation\n276\n\nSection 3.13\nCompensating Interest Payments\n286\n\nSection 3.14\nApplication of Penalty Charges and Modification Fees\n287\n\nSection 3.15\nAccess to Certain Documentation\n289\n\nSection 3.16\nTitle and Management of REO Properties\n291\n\nSection 3.17\nSale of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans\n295\n\nSection 3.18\nAdditional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Serviced Companion Loan Holder\n304\n\nSection 3.19\nLock-Box Accounts, Escrow Accounts\n306\n\nSection 3.20\nProperty Advances\n306\n\nSection 3.21\nAppointment of Special Servicer; Asset Status Reports\n311\n\nSection 3.22\nTransfer of Servicing Between Master Servicer and Special Servicer; Record Keeping\n316\n\nSection 3.23\nInterest Reserve Account\n318\n\nSection 3.24\nModifications, Waivers, Amendments and Other Actions\n318\n\nSection 3.25\nAdditional Obligations With Respect to Certain Mortgage Loans\n324\n\nSection 3.26\nCertain Matters Relating to the Outside Serviced Mortgage Loans\n325\n\nSection 3.27\nAdditional Matters Regarding Advance Reimbursement\n326\n\nSection 3.28\nServiced Companion Loan Intercreditor Matters\n328\n\nSection 3.29\nAppointment and Duties of the Operating Advisor\n331\n\nSection 3.30\nRating Agency Confirmation\n338\n\nSection 3.31\nGeneral Acknowledgement Regarding Companion Loan Holders\n342\n\nSection 3.32\nDelivery of Excluded Information to the Certificate Administrator\n342\n\nSection 3.33\nLitigation Control.\n343\n\nSection 3.34\nResignation Upon Prohibited Risk Retention Affiliation.\n346\n\nArticle IV\n\nDISTRIBUTIONS TO TRUST CERTIFICATEHOLDERS AND UNCERTIFICATED\n\nINTEREST OWNERS\n\nSection 4.01\nDistributions\n347\n\n- ii -\n\nPage\n\nSection 4.02\nStatements to Trust Certificateholders and Uncertificated Interest Owners; Certain Reports by the Master Servicer and the Special Servicer\n363\n\nSection 4.03\nCompliance With Withholding Requirements\n386\n\nSection 4.04\nREMIC Compliance\n387\n\nSection 4.05\nImposition of Tax on the Trust REMICs\n389\n\nSection 4.06\nRemittances; P&I Advances\n390\n\nSection 4.07\nGrantor Trust Reporting\n398\n\nSection 4.08\nCalculations\n399\n\nSection 4.09\nSecure Data Room\n400\n\nArticle V\n\nTHE CERTIFICATES AND THE Loan-Specific CertificateS\n\nSection 5.01\nThe Certificates\n401\n\nSection 5.02\nForm and Registration\n402\n\nSection 5.03\nRegistration of Transfer and Exchange of Certificates\n406\n\nSection 5.04\nMutilated, Destroyed, Lost or Stolen Trust Certificates\n418\n\nSection 5.05\nPersons Deemed Owners\n418\n\nSection 5.06\nAppointment of Paying Agent\n418\n\nSection 5.07\nAccess to Trust Certificateholders’ Names and Addresses; Special Notices\n419\n\nSection 5.08\nActions of Certificateholders or Loan-Specific Certificateholders\n420\n\nSection 5.09\nAuthenticating Agent\n421\n\nSection 5.10\nAppointment of Custodian\n421\n\nSection 5.11\nMaintenance of Office or Agency\n422\n\nSection 5.12\nVoting Procedures\n423\n\nArticle VI\n\nTHE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the\n\nOperating Advisor, THE Asset Representations Reviewer and the\n\nControlling Class Representative\n\nSection 6.01\nLiability of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor\n424\n\nSection 6.02\nMerger or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer\n425\n\nSection 6.03\nLimitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others\n425\n\nSection 6.04\nLimitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor\n427\n\nSection 6.05\nRights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer\n430\n\nSection 6.06\nMaster Servicer, Special Servicer as Owner of a Trust Certificate\n431\n\nSection 6.07\nRating Agency Fees\n431\n\n- iii -\n\nPage\n\nSection 6.08\nTermination of the Special Servicer\n431\n\nSection 6.09\nThe Directing Holder, the Controlling Class Representative and the Risk Retention Consultation Parties\n442\n\nArticle VII\n\nDEFAULT\n\nSection 7.01\nServicer Termination Events\n452\n\nSection 7.02\nTrustee to Act; Appointment of Successor\n459\n\nSection 7.03\nNotification to Certificateholders\n461\n\nSection 7.04\nOther Remedies of Trustee\n461\n\nSection 7.05\nWaiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination\n462\n\nSection 7.06\nTermination of the Operating Advisor\n463\n\nArticle VIII\n\nCONCERNING THE TRUSTEE and The Certificate Administrator\n\nSection 8.01\nDuties of the Trustee and the Certificate Administrator\n467\n\nSection 8.02\nCertain Matters Affecting the Trustee and the Certificate Administrator\n470\n\nSection 8.03\nNeither the Trustee Nor the Certificate Administrator Is Liable for Trust Certificates or Trust Loans\n474\n\nSection 8.04\nTrustee and Certificate Administrator May Own Trust Certificates\n475\n\nSection 8.05\nPayment of Trustee/Certificate Administrator Fees and Expenses; Indemnification\n475\n\nSection 8.06\nEligibility Requirements for the Trustee, the Certificate Administrator and the Back-Up Advancing Agent\n478\n\nSection 8.07\nResignation and Removal of the Trustee or the Certificate Administrator\n480\n\nSection 8.08\nSuccessor Trustee or Successor Certificate Administrator\n482\n\nSection 8.09\nMerger or Consolidation of the Trustee or the Certificate Administrator\n483\n\nSection 8.10\nAppointment of Co-Trustee or Separate Trustee\n483\n\nSection 8.11\nAccess to Certain Information\n485\n\nSection 8.12\nAppointment of Back-Up Advancing Agent\n487\n\nArticle IX\n\nTERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE\n\nSection 9.01\nTermination; Optional Trust Loan Purchase\n487\n\nArticle X\n\nEXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE\n\nSection 10.01\nIntent of the Parties; Reasonableness\n494\n\n- iv -\n\nPage\n\nSection 10.02\nSuccession; Sub-Servicers; Subcontractors.\n495\n\nSection 10.03\nFiling Obligations\n497\n\nSection 10.04\nForm 10-D and Form ABS-EE Filings.\n498\n\nSection 10.05\nForm 10-K Filings.\n503\n\nSection 10.06\nSarbanes-Oxley Certification\n506\n\nSection 10.07\nForm 8-K Filings\n507\n\nSection 10.08\nAnnual Compliance Statements\n510\n\nSection 10.09\nAnnual Reports on Assessment of Compliance With Servicing Criteria\n511\n\nSection 10.10\nAnnual Independent Public Accountants’ Servicing Report\n513\n\nSection 10.11\nSignificant Obligors\n514\n\nSection 10.12\nIndemnification\n515\n\nSection 10.13\nAmendments\n518\n\nSection 10.14\nRegulation AB Notices\n518\n\nSection 10.15\nTermination of the Certificate Administrator\n518\n\nSection 10.16\nTermination of the Master Servicer or the Special Servicer\n519\n\nSection 10.17\nTermination of Sub-Servicing Agreements\n519\n\nSection 10.18\nNotification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan\n520\n\nSection 10.19\nTermination of Exchange Act Filings With Respect to the Trust\n522\n\nArticle XI\n\nASSET REVIEW PROVISIONS\n\nSection 11.01\nAsset Review\n523\n\nSection 11.02\nPayment of Asset Representations Asset Review Fee and Expenses; Limitation of Liability\n530\n\nSection 11.03\nResignation of the Asset Representations Reviewer\n531\n\nSection 11.04\nRestrictions of the Asset Representations Reviewer\n532\n\nSection 11.05\nTermination of the Asset Representations Reviewer\n532\n\nArticle XII\n\nMISCELLANEOUS PROVISIONS\n\nSection 12.01\nCounterparts\n535\n\nSection 12.02\nLimitation on Rights of Trust Certificateholders and the Uncertificated Interest Owners\n536\n\nSection 12.03\nGoverning Law\n536\n\nSection 12.04\nNotices\n537\n\nSection 12.05\nSeverability of Provisions\n547\n\nSection 12.06\nNotice to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency\n547\n\nSection 12.07\nAmendment\n549\n\nSection 12.08\nConfirmation of Intent\n553\n\nSection 12.09\nThird-Party Beneficiaries\n554\n\nSection 12.10\nRequest by Trust Certificateholders or the Serviced Companion Loan Holder\n554\n\n- v -\n\nPage\n\nSection 12.11\nWaiver of Jury Trial\n554\n\nSection 12.12\nSubmission to Jurisdiction\n555\n\nSection 12.13\nExchange Act Rule 17g-5 Procedures\n555\n\nSection 12.14\nCooperation With the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements\n561\n\nSection 12.15\nElectronic Signatures.\n561\n\n \n\n- vi -\n\n \n\nTABLE\nOF EXHIBITS\n\nExhibit A-1\nForm of Class A-1\nCertificate\n\nExhibit A-2\nForm of Class A-2 Certificate\n\nExhibit A-3\nForm of Class A-3 Certificate\n\nExhibit A-4\nForm of Class X-A Certificate\n\nExhibit A-5\nForm of Class X-B Certificate\n\nExhibit A-6\nForm of Class A-S Certificate\n\nExhibit A-7\nForm of Class B Certificate\n\nExhibit A-8\nForm of Class C Certificate\n\nExhibit A-9\nForm of Class X-D Certificate\n\nExhibit\nA-10\nForm of Class D Certificate\n\nExhibit\nA-11\nForm of Class E Certificate\n\nExhibit\nA-12\nForm of Class F-RR Certificate\n\nExhibit\nA-13\nForm of Class G-RR Certificate\n\nExhibit A-14\nForm of Class R Certificate\n\nExhibit A-15\nForm of Class S Certificate1\n\nExhibit\nA-16\nForm of Class VRR Certificate\n\nExhibit A-17\n\nExhibit B\n\nForm\nof Loan-Specific Certificate2\n\nMortgage Loan Schedule\n\nExhibit C\nForm of Request for Release\n\nExhibit D\nForm of Distribution Date Statement\n\nExhibit E\nForm of Transfer Certificate for\nRule 144A Global Certificate to Temporary Regulation S Global Certificate\n\nExhibit F\nForm of Transfer Certificate for\nRule 144A Global Certificate to Regulation S Global Certificate\n\nExhibit G\nForm of Transfer Certificate for\nTemporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period\n\nExhibit H\nForm of Certification to be given\nby Beneficial Owner of Temporary Regulation S Global Certificate\n\nExhibit I\nForm of Transfer Certificate for\nNon-Book Entry Certificate to Temporary Regulation S Global Certificate\n\nExhibit J\nForm of Transfer Certificate for\nNon-Book Entry Certificate to Regulation S Global Certificate\n\nExhibit K\nForm of Transfer Certificate for\nNon-Book Entry Certificate to Rule 144A Global Certificate\n\nExhibit L-1\nForm of Affidavit Pursuant to Sections\n860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended\n\nExhibit L-2A\nForm of Transferor Letter for Transfer\nof Class R Certificates\n\nExhibit L-2B\nForm of Transferor Letter for Transfer\nof Non-Book Entry Certificates (other than Public Certificates)\n\nExhibit L-3\nForm of Transferee Letter\n\nExhibit L-4\nForm of Investment Representation\nLetter\n\nExhibit L-5A\nForm of Transferee Certificate for\nTransfer of Class VRR Certificates\n\n1 No Class S Certificates will be issued under this\nAgreement and no form thereof is attached.\n\n2 No Loan-Specific Certificates will be issued under\nthis Agreement and no form thereof is attached.\n\n- i -\n\n \n\nExhibit L-5B\nForm of Transferee Certificate for Transfer\nof Certificates Evidencing the HRR Interest\n\nExhibit L-5C\nRESERVED\n\nExhibit L-5D\nRESERVED\n\nExhibit L-6A\nForm of Transferor Certificate for Transfer of Class\nVRR Certificates\n\nExhibit L-6B\nForm of Transferor Certificate for Transfer of Certificates\nEvidencing the HRR Interest\n\nExhibit L-6C\nRESERVED\n\nExhibit L-6D\nRESERVED\n\nExhibit L-7A\nForm of Transferee Certificate for Transfer of Uncertificated\nInterests\n\nExhibit L-7B\nForm of Transferor Certificate for Transfer of Uncertificated\nInterests\n\nExhibit M-1A\nForm of Investor Certification for Non-Borrower\nParty (for persons other than the Controlling Class Representative, a Controlling Class Certificateholder, a Loan-Specific Controlling\nClass Representative and/or a Loan-Specific Controlling Class Certificateholder)\n\nExhibit M-1B\nForm of Investor Certification for Non-Borrower\nParty (for the Controlling Class Representative, a Controlling Class Certificateholder, a Loan-Specific Controlling Class Representative\nand/or a Loan-Specific Controlling Class Certificateholder)\n\nExhibit M-1C\nForm of Investor Certification for Borrower Party\n(for the Controlling Class Representative, a Controlling Class Certificateholder, a Loan-Specific Controlling Class Representative\nand/or a Loan-Specific Controlling Class Certificateholder)\n\nExhibit M-1D\nForm of Investor Certification for Borrower Party\n(for persons other than the Controlling Class Representative, a Controlling Class Certificateholder, a Risk Retention Consultation\nParty, a Holder of Class VRR Certificate(s), a Loan-Specific Controlling Class Representative, a Loan-Specific Controlling\nClass Certificateholder and/or an Uncertificated Interest Owner)\n\nExhibit M-1E\nForm of Investor Certification for Borrower Party\n(for a Risk Retention Consultation Party, a Holder of Class VRR Certificate(s) or an Uncertificated Interest Owner)\n\nExhibit M-1F\nForm of Notice of Excluded Controlling Class Holder\n\nExhibit M-1G\nForm of Notice of Excluded Controlling Class Holder\nto Certificate Administrator\n\nExhibit M-1H\nForm of Certification of the Controlling Class Representative\nand the Loan-Specific Controlling Class Representative\n\nExhibit M-1I\nForm of Certification of a Risk Retention Consultation\nParty\n\nExhibit M-2A\nForm of Investor Certification for Exercising Voting\nRights, Pooled Voting Rights or Loan-Specific Voting Rights for Non-Borrower Party\n\nExhibit M-2B\nForm of Investor Certification for Exercising Voting\nRights, Pooled Voting Rights or Loan-Specific Voting Rights for Borrower Party\n\nExhibit M-3\nForm of Online Vendor Certification\n\nExhibit M-4\nForm of Confidentiality Agreement\n\nExhibit M-5\nForm of NRSRO Certification\n\n- ii -\n\n \n\nExhibit N\nCustodian Certification\n\nExhibit O\nServicing Criteria to be Addressed in Assessment\nof Compliance\n\nExhibit P\nCertain Mortgage Loan REMIC Matters\n\nExhibit Q\nRetained Defeasance Rights and Obligations Mortgage\nLoans\n\nExhibit R\nForm of Operating Advisor Annual Report\n\nExhibit S\nMortgage Loan Seller Sub-Servicers and Related Sub-Servicing\nAgreements\n\nExhibit T\nForm of Recommendation of Special Servicer Termination\n\nExhibit U\nAdditional Form 10-D Disclosure\n\nExhibit V\nAdditional Form 10-K Disclosure\n\nExhibit W-1\nForm of Additional Disclosure Notification\n\nExhibit W-2\nForm of Additional Disclosure Notification (Accounts)\n\nExhibit W-3\nForm of Notice of Additional Indebtedness Notification\n\nExhibit X\nForm Certification to be Provided with Form 10-K\n\nExhibit Y-1\nForm of Certification to be Provided to Depositor\nby the Certificate Administrator\n\nExhibit Y-2\nForm of Certification to be Provided to Depositor\nby the Master Servicer\n\nExhibit Y-3\nForm of Certification to be Provided to Depositor\nby the Special Servicer\n\nExhibit Y-4\nForm of Certification to be Provided to Depositor\nby the Operating Advisor\n\nExhibit Y-5\nForm of Certification to be Provided to Depositor\nby the Custodian\n\nExhibit Y-6\nForm of Certification to be Provided to Depositor\nby the Trustee\n\nExhibit Y-7\nForm of Certification to be Provided to Depositor\nby the Asset Representations Reviewer\n\nExhibit Y-8\nForm of Certification to be Provided to Depositor\nby a Sub-Servicer\n\nExhibit Y-9\nForm of Certification to be Provided to Depositor\nby the Back-Up Advancing Agent\n\nExhibit Z\nForm 8-K Disclosure Information\n\nExhibit AA-1\nForm of Power of Attorney for Master Servicer\n\nExhibit AA-2\nForm of Power of Attorney for Special Servicer\n\nExhibit BB\nRESERVED\n\nExhibit CC-1\nForm of Transferor Certificate for Transfer of the\nExcess Servicing Fee Rights\n\nExhibit CC-2\nForm of Transferee Certificate for Transfer of the\nExcess Servicing Fee Rights\n\nExhibit DD\nForm of Notice and Certification Regarding Defeasance\nof Mortgage Loan\n\nExhibit EE\nRESERVED\n\nExhibit FF-1\nForm of Notice Regarding Outside Serviced Mortgage\nLoan(s) (Mountain Industrial Portfolio)\n\nExhibit FF-2\nForm of Notice Regarding Outside Serviced Mortgage\nLoan(s) (Marriott Savannah Riverfront)\n\nExhibit FF-3\nForm of Notice Regarding Outside Serviced Mortgage\nLoan(s) (1 Willoughby Square and 535 & 545 5th Avenue)\n\n- iii -\n\n \n\nExhibit FF-4\nForm of Notice Regarding Outside Serviced\nMortgage Loan(s) (Del Rey Campus and 400 Arcola Road)\n\nExhibit FF-5\nForm of Notice Regarding Servicing Shift Mortgage\nLoan(s) (ONX Industrial Campus)\n\nExhibit FF-6\nForm of Notice Regarding Outside Serviced Servicing\nShift Mortgage Loan(s) (Marriott Savannah Riverfront)\n\nExhibit FF-7\nForm of Notice Regarding Outside Serviced Servicing\nShift Mortgage Loan(s) (Del Rey Campus)\n\nExhibit GG\nSpecified Mortgage Loans\n\nExhibit HH\nForm of Asset Review Report\n\nExhibit II\nForm of Asset Review Report Summary\n\nExhibit JJ\nAsset Review Procedures\n\nExhibit KK\nForm of Certification to Certificate Administrator\nRequesting Access to Secure Data Room\n\nExhibit LL\nForm of Notice of [Additional Delinquent Loan][Cessation\nof Delinquent Loan][Cessation of Asset Review Trigger]\n\nExhibit MM\nForm of Certificate Administrator Receipt in Respect\nof Risk Retention Certificates\n\nExhibit NN\nInitial Serviced Companion Loan Holders\n\n \n\n \n\n- iv -\n\nPooling and Servicing Agreement,\ndated as of May 1, 2026, among Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners,\nLLC, as Special Servicer, BellOak, LLC, as Operating Advisor, BellOak, LLC, as Asset Representations Reviewer, Citibank, N.A., as Certificate\nAdministrator, and Wilmington Savings Fund Society, FSB, as Trustee.\n\nPRELIMINARY STATEMENT:\n\n(Terms used but not defined in this Preliminary\n\nStatement shall have the meanings\n\nspecified in Article I hereof)\n\nThe Depositor intends to\nsell pass-through certificates to be issued hereunder in multiple classes which in the aggregate, together with the Uncertificated\nInterests, will evidence the entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans (including\nany Mortgage Loan REMIC Regular Interest represented by a Loan-REMIC Held Mortgage Loan) and any Trust Subordinate Companion Loan(s).\nAs provided herein, the Certificate Administrator will elect that various segregated portions of the Trust Fund (other than any assets\nof the Trust Fund included in a Mortgage Loan REMIC or a Trust Subordinate Companion Loan REMIC and other than any Grantor Trust Assets)\nbe treated for federal income tax purposes as two separate REMICs, designated as the “Upper-Tier REMIC” and the\n“Lower-Tier REMIC”, respectively. In addition, the Certificate Administrator will make a separate REMIC election\n(with each resulting REMIC being designated as a “Mortgage Loan REMIC”) with respect to each Mortgage Loan, if any,\nset forth on Exhibit P hereto and other related assets, and the corresponding interests in any REO Property with respect thereto\nand the proceeds thereof for federal income tax purposes as described in the related REMIC Declaration (as defined herein), and a separate\nREMIC election with respect to each Trust Subordinate Companion Loan, if any (with each resulting REMIC, if any, being designated as a\n“Trust Subordinate Companion Loan REMIC”).\n\nIn addition, the parties\nintend that the portion of the Trust Fund consisting of any Grantor Trust Assets will be treated as a grantor trust under subpart E of\nPart I of subchapter J of the Code. Solely for federal income tax purposes, the Grantor Trust Certificates and the Grantor Trust Uncertificated\nInterests shall represent undivided beneficial interests in any Grantor Trust Assets.\n\nMORTGAGE LOAN\nREMIC(S)\n\nFor the avoidance of doubt,\nnone of the Mortgage Loans will be included in its own Mortgage Loan REMIC.  Accordingly, no separate REMIC elections will be or\nhave been made as to any Mortgage Loan, and no Mortgage Loan REMICs or Mortgage Loan REMIC Regular Interests will exist.\n\nTRUST SUBORDINATE COMPANION LOAN REMIC(S)\n\nFor the avoidance of doubt,\nthe Trust Fund will not include any Trust Subordinate Companion Loans. Accordingly, no separate REMIC elections will be made as to any\nTrust Subordinate Companion Loan, and no Trust Subordinate Companion Loan REMICs, Trust\n\n - 1 - \n\n \n\nSubordinate Companion Loan REMIC Regular Interests\nor Trust Subordinate Companion Loan REMIC Residual Interests shall exist.\n\nLOWER-TIER\nREMIC\n\nThe Lower-Tier REMIC\nwill hold any Mortgage Loan REMIC Regular Interests and, except for any Loan REMIC Held Mortgage Loans, the Mortgage Loans (exclusive\nof any Excess Interest) and will issue (i) multiple classes of uncertificated Lower-Tier Regular Interests (designated as the\nClass LA-1, Class LA-2, Class LA-3, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF-RR\nand Class LG-RR Lower-Tier Regular Interests, respectively), each of which will constitute a class of “regular interests”\nin the Lower-Tier REMIC, (ii) only if the table in the next paragraph indicates that it has an original Lower-Tier Principal Balance\ngreater than zero, an additional class of uncertificated Lower-Tier Regular Interests (designated as the Class LVRR Lower-Tier Regular\nInterest), which (if issued) will constitute a class of “regular interests” in the Lower-Tier REMIC, (iii) only if the table\nin the next paragraph indicates that it has an original Lower-Tier Principal Balance greater than zero, another additional class of uncertificated\nLower-Tier Regular Interests (designated as the Class LUVRR Lower-Tier Regular Interest), which (if issued) will constitute a class of\n“regular interests” in the Lower-Tier REMIC, and (iv) the Lower-Tier Residual Interest, which will be the sole class\nof “residual interests” in the Lower-Tier REMIC and will be evidenced by the Class R Certificates.\n\nThe following table sets\nforth the *per annum* rate at which interest will accrue on, and the original Lower-Tier Principal Balance of, each Lower-Tier\nRegular Interest:\n\n**Designation\nof Lower-Tier Regular Interest**\n\n**Interest\nRate**\n\n**Original\nLower-Tier Principal Balance**\n\nClass LA-1\n(1)\n$2,580,000\n\nClass LA-2\n(1)\n$122,000,000\n\nClass LA-3\n(1)\n$386,350,000\n\nClass LA-S\n(1)\n$73,902,000\n\nClass LB\n(1)\n$36,495,000\n\nClass LC\n(1)\n$29,196,000\n\nClass LD\n(1)\n$25,547,000\n\nClass LE\n(1)\n$14,598,000\n\nClass LF-RR\n(1)\n$10,036,000\n\nClass LG-RR\n(1)\n$29,196,560\n\nClass LVRR\n(1)\n$15,212,171\n\nClass LUVRR\n(1)\n$5,042,007\n\n(1)       Each\nLower-Tier Regular Interest will accrue interest at the WAC Rate in effect from time to time.\n\nThe Lower-Tier Residual\nInterest will not have a Lower-Tier Principal Balance, will not bear interest and will not be entitled to distributions of Yield Maintenance\nCharges. Any Aggregate Available Funds remaining in the Lower-Tier REMIC Distribution Account after all distributions deemed made\non the Lower-Tier Regular Interests on any Distribution Date will be payable to the Holders of the Class R Certificates in respect\nof the Lower-Tier Residual Interest.\n\n - 2 - \n\n \n\nUPPER-TIER\nREMIC\n\nThe Upper-Tier REMIC\nwill hold the Lower-Tier Regular Interests and any Trust Subordinate Companion Loan REMIC Regular Interests and will issue (i) the\nClass A-1, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D, Class E, Class F-RR\nand Class G-RR Certificates, each class of which evidences a class of “regular interests” in the Upper-Tier REMIC,\n(ii) only if the table in the next paragraph indicates that it has an original Certificate Balance greater than zero, the Class VRR\nCertificates, which (if issued) will be a class of “regular interests” in the Upper-Tier REMIC, (iii) only if the table\nin the next paragraph indicates that it has an original Uncertificated Interest Balance greater than zero, the Uncertificated VRR Interest,\nwhich (if issued) will be a class of “regular interests” in the Upper Tier REMIC, (iv) the Class X-A, Class X-B and\nClass X-D Certificates, each class of which evidences one or more classes of “regular interests” in the Upper-Tier REMIC,\n(v) any Loan-Specific Certificates, each class of which evidences a class of “regular interests” in the Upper-Tier REMIC,\n(vi) any Loan-Specific Uncertificated Interests, each of which will be a class of “regular interests” in the Upper-Tier\nREMIC, and (vii) the Upper-Tier Residual Interest, which will be the sole class of “residual interests” in the Upper-Tier\nREMIC and will also be evidenced by the Class R Certificates. **For the avoidance of doubt, no Loan-Specific Certificates or Loan-Specific\nUncertificated Interests shall be issued on the Closing Date, and any references to “Loan-Specific Certificates”, “Loan-Specific\nCertificate”, “Loan-Specific Uncertificated Interests” and “Loan-Specific Uncertificated Interest” in this\nAgreement shall be disregarded.**\n\nThe following table sets\nforth the approximate initial pass-through rate and the original Certificate Balance or, in the case of each Class of Interest-only\nTrust Certificates, the original Notional Amount or, in the case of each Uncertificated Interest, the original Uncertificated Interest\nBalance, as applicable, for each Class of Non-Vertically Retained Regular Certificates, the Class VRR Certificates, the Uncertificated\nVRR Interest, each Class of Loan-Specific Certificates (if any), and each Loan-Specific Uncertificated Interest (if any):\n\n**Class Designation**\n\n**Approximate Initial\nPass-Through Rate (per annum)**\n\n**Original Certificate Balance / Original Notional Amount/Original Uncertificated Interest Balance**\n\nClass A-1\n4.62600%\n$2,580,000\n\nClass A-2\n4.98400%\n$122,000,000\n\nClass A-3\n5.46800%\n$386,350,000\n\nClass X-A(1)\n1.21805%\n$510,930,000\n\nClass X-B(1)\n0.68435%\n$139,593,000\n\nClass A-S\n5.78200%\n$73,902,000\n\nClass B\n6.08400%\n$36,495,000\n\nClass C\n5.88200%\n$29,196,000\n\nClass X-D(1)\n2.06622%\n$25,547,000\n\nClass D\n4.50000%\n$25,547,000\n\nClass E\n6.56622%\n$14,598,000\n\nClass F-RR\n6.56622%\n$10,036,000\n\nClass G-RR\n6.56622%\n$29,196,560\n\n - 3 - \n\n \n\n \n\n**Class Designation**\n\n**Approximate Initial\nPass-Through Rate (per annum)**\n\n**Original Certificate Balance / Original Notional Amount/Original Uncertificated Interest Balance**\n\nClass VRR\n(2)\n$15,212,171\n\nUncertificated  VRR\nInterest\n(3)\n$5,042,007\n\n(1)The Class X-A, Class X-B and Class X-D Certificates will not have Certificate Balances; rather,\neach such Class of Certificates will accrue interest as provided herein on the related Notional Amount.\n\n(2)Other than for tax reporting purposes, the Class VRR Certificates will not have a Pass-Through\nRate, but will be entitled to interest on any Distribution Date equal to a *pro rata* portion of the VRR Interest Distribution Amount\nfor such Distribution Date as set forth in Section 4.01(c). For tax reporting purposes, the Class VRR Certificates will accrue\ninterest at the WAC Rate in effect from time to time.\n\n(3)Other than for tax reporting purposes, the Uncertificated VRR Interest will not have a Pass-Through\nRate, but will be entitled to interest on any Distribution Date equal to a *pro rata* portion of the VRR Interest Distribution Amount\nfor such Distribution Date as set forth in Section 4.01(c).  For tax reporting purposes, the Uncertificated VRR Interest\nwill accrue interest at the WAC Rate in effect from time to time.\n\nThe Upper-Tier Residual\nInterest will not have a Certificate Balance or Notional Amount, will not bear interest and will not be entitled to distributions of Yield\nMaintenance Charges. Any Available Funds remaining in the Upper-Tier REMIC Distribution Account, after all required distributions\nunder this Agreement have been made with respect to the Non-Vertically Retained Regular Certificates, any Loan-Specific Certificates and\nLoan-Specific Uncertificated Interests, and the Combined VRR Interest, will be distributed to the Holders of the Class R Certificates\nin respect of the Upper-Tier Residual Interest.\n\nThe following table sets\nforth, with respect to each Class of Non-Vertically Retained Principal Balance Certificates, the Class VRR Certificates, the Uncertificated\nVRR Interest, each Class of Loan-Specific Principal Balance Certificates (if any), and each Loan-Specific Uncertificated Interest (if\nany), the corresponding Lower-Tier Regular Interest (the “Corresponding Lower-Tier Regular Interest”) or Trust\nSubordinate Companion Loan REMIC Regular Interest (the “Corresponding Trust Subordinate Companion Loan REMIC Regular Interest”),\nas applicable, and any corresponding component of the Interest-Only Trust Certificates (the “Corresponding Component”).\nEach Class of Principal Balance Certificates constitutes the “Corresponding Certificates” with respect to each of the\nCorresponding Lower-Tier Regular Interest and the Corresponding Component (if any) for that Class. The Uncertificated VRR Interest\nis deemed to be the “Corresponding Certificates” with respect to the Class LUVRR Lower-Tier Regular Interest. Each Class of\nLoan-Specific Principal Balance Certificates (if any) constitutes the “Corresponding Certificates” with respect to the Corresponding\nTrust Subordinate Companion Loan REMIC Regular Interest and the Corresponding Component (if any) for that Class. Each Loan-Specific Uncertificated\nInterest (if any) is deemed to constitute the “Corresponding Certificates” with respect to the Corresponding Trust Subordinate\nCompanion Loan REMIC Regular Interest for that Loan-Specific Uncertificated Interest. **For the avoidance of doubt, no Loan-Specific\nPrincipal Balance Certificates, Loan-Specific Uncertificated Interests or “Trust Subordinate Companion Loan REMIC Regular Interests”\nshall be issued on the Closing Date, and any references to “Loan-Specific Principal Balance Certificates”, “Loan-Specific\nPrincipal Balance Certificate”, “Loan-Specific Uncertificated Interests”, “Loan-Specific Uncertificated Interest”,\n“Trust Subordinate Companion Loan REMIC**\n\n - 4 - \n\n \n\n**Regular Interests”, “Trust\nSubordinate Companion Loan REMIC Regular Interest”, “Corresponding Trust Subordinate Companion Loan REMIC Regular Interests”\nor “Corresponding Trust Subordinate Companion Loan REMIC Regular Interest” in this Agreement shall be disregarded.**\n\n**Class Designation**\n\n**Corresponding\nLower-Tier Regular Interest or Corresponding Trust Subordinate Companion Loan REMIC Regular Interest(1)**\n\n**Corresponding\nComponent(1)**\n\nClass A-1\nClass LA-1\nClass A-1\n\nClass A-2\nClass LA-2\nClass A-2\n\nClass A-3\nClass LA-3\nClass A-3\n\nClass A-S\nClass LA-S\nClass A-S\n\nClass B\nClass LB\nClass\nB\n\nClass C\nClass LC\nClass\nC\n\nClass D\nClass LD\nClass\nD\n\nClass E\nClass\nLE\nN/A\n\nClass F-RR\nClass\nLF-RR\nN/A\n\nClass G-RR\nClass\nLG-RR\nN/A\n\nClass VRR\nClass\nLVRR\nN/A\n\nUncertificated\nVRR Interest\nClass LUVRR\nN/A\n\n(1)The Corresponding Lower-Tier Regular Interest and the Corresponding Component, if any, with respect\nto any Class of Non-Vertically Retained Principal Balance Certificates are also the Corresponding Lower-Tier Regular Interest and\nCorresponding Component with respect to each other. The Corresponding Trust Subordinate Companion Loan REMIC Regular Interest and the\nCorresponding Component, if any, with respect to any Class of Loan-Specific Principal Balance Certificates are also the Corresponding\nTrust Subordinate Companion Loan REMIC Regular Interest and Corresponding Component with respect to each other.\n\nThe Holders of each Class\nof Loan-Specific Certificates and the owner of each Loan-Specific Uncertificated Interest shall only be entitled to receive distributions\nin respect of, and shall only incur losses with respect to, the related Trust Subordinate Companion Loan, which is not part of the Mortgage\nPool backing the Certificates. Neither the Uncertificated VRR Interest nor any Class of Certificates (other than the Class R Certificates)\nhas an interest in any Trust Subordinate Companion Loan.\n\nGRANTOR TRUST\n\nThe portions of the Trust\nFund 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\n“Grantor Trust”) for federal income tax purposes. The Grantor Trust Certificates shall represent, and the Grantor Trust\nUncertificated Interests shall constitute, undivided beneficial interests in the Grantor Trust Assets. As provided herein, the Certificate\nAdministrator shall not take any actions that would cause the Grantor Trust to either (i) lose its status as a “grantor trust”\nor (ii) be treated as part of any Trust REMIC. **For the avoidance of doubt, there are no Grantor Trust Assets and, accordingly,\nno Grantor Trust will be created, no Grantor Trust Certificates or Grantor Trust**\n\n - 5 - \n\n \n\n**Uncertificated Interests will be issued\non the Closing Date, and any references to “Grantor Trust Assets”, “Grantor Trust”, “Grantor Trust Certificates”,\n“Grantor Trust Certificate”, “Grantor Trust Uncertificated Interests” or “Grantor Trust Uncertificated\nInterest” in this Agreement shall be disregarded.**\n\nWHOLE LOANS\n\nThe following table (the\n“Whole Loan Table”) identifies, by loan number for the related Mortgage Loan and name of the related Mortgaged Property\nor portfolio of Mortgaged Properties (in each case as set forth on the Mortgage Loan Schedule), each of the Whole Loans related to the\nTrust as of the Closing Date, and further, with respect to each such Whole Loan, sets forth or otherwise identifies as of the Closing\nDate: (1) whether the subject Whole Loan is a Serviced Whole Loan, an Outside Serviced Whole Loan or a Servicing Shift Whole Loan; (2)\nin the case of an Outside Serviced Whole Loan, the applicable Outside Servicing Agreement; and (3) the Note(s) that evidences or collectively\nevidence, as applicable, (a) the related Mortgage Loan, (b) any related Pari Passu Companion Loan(s) and (c) any related Subordinate\nCompanion Loan(s).\n\n**Loan No. for related Mortgage Loan**\n**Name of related Mortgaged Property or Portfolio of Mortgaged Properties**\n**Servicing Type**\n**Outside Servicing Agreement**\n**Mortgage Loan**\n**Pari Passu Companion Loan(s)**\n**Subordinate Companion Loan(s)**\n\n1\nMountain\nIndustrial Portfolio\nOutside\nServiced\nMTN\n2026-LPFX TSA\nNote\nA-3-4 Note A-4-4\n\nNote A-1-1 Note A-2-1\n\nNote A-1-2 Note A-2-2\n\nNote A-1-3 Note A-2-3\n\nNote A-1-4 Note A-2-4\n\nNote A-1-5 Note A-2-5\n\nNote A-1-6 Note A-2-6\n\nNote A-3-1-1 Note A-4-1-1\n\nNote A-3-1-2 Note A-4-1-2\n\nNote A-3-2-1 Note A-4-2-1\n\nNote A-3-2-2 Note A-4-2-2\n\nNote A-3-2-3 Note A-4-2-3\n\nNote A-3-3 Note A-4-3 Note A-3-5 Note\nA-4-5\n\nNote A-3-6 Note A-4-6\n\nNote B-1-1 Note B-2-1\n\nNote B-1-2 Note B-2-2\n\nNote B-1-3 Note B-2-3\n\nNote B-1-4 Note B-2-4\n\nNote B-1-5 Note B-2-5\n\nNote B-1-6 Note B-2-6\n\n2\nCompass\nStorage National Portfolio\nServiced\nN/A\nNote\nA-1\n\nNote A-2\n\nNote A-3\n\nNote A-4\n\nN/A\n\n - 6 - \n\n \n\n**Loan No. for related Mortgage Loan**\n**Name of related Mortgaged Property or Portfolio of Mortgaged Properties**\n**Servicing Type**\n**Outside Servicing Agreement**\n**Mortgage Loan**\n**Pari Passu Companion Loan(s)**\n**Subordinate Companion Loan(s)**\n\n3\nPinnacle\nTower\nServiced\nN/A\nNote\nA-1\n\nNote A-2\n\nNote A-3\n\nN/A\n\n9\nMarriott\nSavannah Riverfront\nOutside\nServiced (1)\nBBCMS\n2026-5C41 PSA (2)\n\nNote A-2\n\n \n\nNote A-1\n\nNote A-3\n\nN/A\n\n10\n1\nWilloughby Square\nOutside\nServiced\nBenchmark\n2026-V20 PSA\nNote\nA-3\n\nNote A-1\n\nNote A-2\n\nN/A\n\n11\nONX\nIndustrial Campus\nServicing\nShift (3)\nN/A\n(4)\n\nNote A-3\n\nNote A-4\n\nNote A-1\n\nNote A-2\n\nNote A-5\n\nNote A-6\n\nNote A-7\n\nNote A-8\n\nN/A\n\n16\n535\n& 545 5th Avenue\nOutside\nServiced\nBenchmark\n2026-V20 PSA\nNote\nA 2-2\n\nNote A-1\n\nNote A-2-1\n\nNote A-3\n\nNote A-4\n\nNote A-5\n\nNote A-6\n\nNote A-7\n\nNote A-8\n\nNote A-9\n\nNote A-10\n\nNote A-11\n\nNote A-12-1\n\nNote A-12-2\n\nN/A\n\n18\nDel\nRey Campus\nOutside\nServiced (1)\nBenchmark\n2026-V21 PSA (5)\nNote\nA-3\n\nNote A-1\n\nNote A-2\n\nNote A-4\n\nN/A\n\n22\n400\nArcola Road\nOutside\nServiced\nBenchmark\n2026-V21 PSA\nNote\nA-5\n\nNote A-1\n\nNote A-2\n\nNote A-3-1\n\nNote A-3-2\n\nNote A-4\n\nN/A\n\n(1)    \nThe related Controlling Pari Passu Companion Loan is evidenced by Note A-1.\n\n(2)The Marriott Savannah Riverfront Mortgage Loan (i) is currently being serviced and administered by an\nOutside Servicer and an Outside Special Servicer pursuant to the BBCMS 2026-5C41 PSA, and (ii) upon the inclusion of the related Controlling\nPari Passu Companion Loan in a future commercial mortgage securitization transaction, will be serviced and administered by an Outside\nServicer and an Outside Special Servicer pursuant to the Outside Servicing Agreement governing that future commercial mortgage securitization\ntransaction.\n\n(3)    \nThe related Servicing Shift Lead Note is Note A-1.\n\n(4)As of the Closing Date, a Servicing Shift Whole Loan will be a Serviced Whole Loan serviced pursuant to\nthis Agreement. On and after the related Servicing Shift Date, a Servicing Shift Whole Loan will be an Outside Serviced Whole Loan serviced\npursuant to the Outside Servicing Agreement governing the securitization of the related Pari Passu Companion Loan evidenced by the related\nServicing Shift Lead Note.\n\n(5)The Del Rey Campus Mortgage Loan (i) is currently being serviced and administered by an Outside Servicer\nand an Outside Special Servicer pursuant to the Benchmark 2026-V21 PSA, and (ii) upon the inclusion of the related Controlling Pari Passu\nCompanion Loan in a future commercial mortgage securitization transaction, will be serviced and administered by an Outside Servicer and\nan Outside Special Servicer pursuant to the Outside Servicing Agreement governing that future commercial mortgage securitization transaction.\n\n \n\n - 7 - \n\n \n\n \n\n \n\n \n\nCREDIT RISK\nRETENTION\n\nRegular Certificates and Class S Certificates\n\nCREFI will be the “retaining\nsponsor” (as such term is defined in Regulation RR) for the securitization transaction constituted by the securitization of the\nMortgage Pool and the issuance, offer and sale of the Non-Vertically Retained Regular Certificates and, if issued, the Class S Certificates.\nCREFI is expected, on the Closing Date, to partially satisfy its risk retention obligation through the acquisition and retention (directly\nor 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\nof Mortgage Loans, of the Uncertificated VRR Interest.\n\nIn addition, CREFI is expected\nto satisfy the remainder of its risk retention obligation by acquiring, on the Closing Date, and retaining (directly or through a Majority-Owned\nAffiliate) the Class VRR Certificates in the initial aggregate principal amount of $15,212,171.\n\nLoan-Specific Certificates and Loan-Specific Uncertificated\nInterests\n\n**For the avoidance of\ndoubt, the Trust Fund will not include any Trust Subordinate Companion Loans, and no Loan-Specific Certificates or Loan-Specific Uncertificated\nInterests will be issued.** Accordingly, there will not be a “retaining sponsor” (as such term is defined in Regulation\nRR) or any required risk retention for a securitization transaction constituted by the securitization of a Trust Subordinate Companion\nLoan and the issuance, offer and sale of the related Loan-Specific Certificates.\n\n* * * * *\n\nAs of the Cut-off Date,\nthe Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $750,154,739. As of the Cut-off Date, there are no\nTrust Subordinate Companion Loans in the Trust Fund, and therefore the Stated Principal Balance thereof is $0.\n\nIn consideration of the\nmutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer, the Certificate Administrator and the Trustee agree as follows:\n\nArticle\nI\n\nDEFINITIONS\n\nSection 1.01                \nDefined Terms. From time to time, a particular Mortgaged Property or portfolio of Mortgaged Properties may be identified\nin this Agreement by name (for example, the Compass Storage National Portfolio Mortgaged Properties); when that occurs, we are referring\nto the Mortgaged Property or portfolio of Mortgaged Properties identified by that name on the Mortgage Loan Schedule. From time to time,\na particular Mortgage Loan or Whole Loan may be identified in this Agreement by name (for example, the Compass Storage National Portfolio\nMortgage Loan or the\n\n - 8 - \n\n \n\nCompass Storage National Portfolio Whole Loan);\nwhen that occurs, we are referring to the Mortgage Loan or Whole Loan, as the case may be, secured by the Mortgaged Property or portfolio\nof Mortgaged Properties identified by that name on the Mortgage Loan Schedule. From time to time, a particular Companion Loan may be identified\nin this Agreement by name (for example, a Compass Storage National Portfolio Companion Loan); when that occurs, we are referring to the\n(or, if applicable, an individual) Companion Loan secured by the Mortgaged Property or portfolio of Mortgaged Properties identified by\nthat 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\nProperty or portfolio of Mortgaged Properties identified on the Mortgage Loan Schedule (for example, Compass Storage National Portfolio)\nis combined with any Whole Loan-related defined term (for example, Companion Loan Holder), reference is being made to such combined term\n(for example, Compass Storage National Portfolio Companion Loan Holder) as it relates to that particular Mortgage Loan or the related\nWhole Loan as if it were so defined in this Agreement. In addition, whenever used in this Agreement, the following words and phrases,\nunless the context otherwise requires, shall have the meanings specified in this Article.\n\n“10-K Filing\nDeadline”: As defined in Section 10.05 of this Agreement.\n\n“30/360 Basis”:\nThe accrual of interest on the basis of a 360-day year consisting of twelve 30-day months.\n\n“AB Modified Loan”:\nAny Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Outside Serviced Mortgage Loan\nthat became a “corrected loan” (or any term substantially similar thereto) pursuant to the related Outside Servicing Agreement)\ndue 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\nnote(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\nTrust or the original unmodified Trust Loan and (2) as to which an Appraisal Reduction Amount is not in effect.\n\n“AB Whole Loan”:\nA Whole Loan that includes a Subordinate Companion Loan. The only AB Whole Loans related to the Trust as of the Closing Date are those\nwith related Notes listed in the Whole Loan Table under the column heading “Subordinate Companion Loan(s).”\n\n“Accelerated Mezzanine\nLoan”: A mezzanine loan (secured by a pledge of the direct (or indirect) equity interests in a Mortgagor under a Mortgage Loan\nor Whole Loan) if such mezzanine loan either (i) has been accelerated, or (ii) is the subject of foreclosure proceedings against the equity\ncollateral pledged to secure that mezzanine loan.\n\n“Acceptable Insurance\nDefault”: With respect to any Serviced Mortgage Loan (or Serviced Whole Loan), any Default arising when the related Loan Documents\nrequire that the related Mortgagor must maintain all risk casualty insurance or other insurance that covers damages or losses arising\nfrom acts of terrorism and the Special Servicer has determined, in its reasonable judgment in accordance with the Servicing Standard (and\nwith the consent of the applicable Directing Holder and after non-binding consultation with any applicable Consulting Parties pursuant\nto Section 6.09), that (i) such insurance is not available at commercially reasonable rates and the subject hazards are not\ncommonly insured against by prudent owners of similar real\n\n - 9 - \n\n \n\nproperties located in or near the geographic\nregion in which the Mortgaged Property is located (but only by reference to such insurance that has been obtained by such owners at current\nmarket rates), or (ii) such insurance is not available at any rate; *provided*, *however*, that the applicable Directing\nHolder shall be required to respond to the Special Servicer’s request for such consent (or be deemed to have provided such consent)\nwithin the time period in Section 6.09(a) with respect to Acceptable Insurance Defaults; *provided*, *further*,\nthat upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow\nthe Special Servicer to consult with the applicable Consulting Parties, the Special Servicer shall not be required to do so. In making\nthis determination, the Special Servicer, to the extent consistent with the Servicing Standard, may rely on the opinion of an insurance\nconsultant.\n\n“Accrued Component\nInterest”: With respect to each Component for any Distribution Date, one month’s interest at the Class X Strip Rate\napplicable to such Component for such Distribution Date, accrued on the Component Notional Amount of such Component outstanding immediately\nprior to such Distribution Date. Accrued Component Interest shall be calculated on a 30/360 Basis and, with respect to any Component and\nany Distribution Date, shall be deemed to accrue during the calendar month preceding the month in which such Distribution Date occurs.\n\n“Act”\nor “Securities Act”: The Securities Act of 1933, as it may be amended from time to time and the rules and regulations\nthereunder.\n\n“Actual/360 Basis”:\nThe accrual of interest on the basis of the actual number of days elapsed during any relevant accrual period in a year assumed to\nconsist of 360 days.\n\n“Actual/360 Mortgage\nLoan”: A Mortgage Loan that accrues interest on an Actual/360 Basis.\n\n“Additional Debt”:\nWith respect to any Mortgage Loan, any debt owed by the related Mortgagor to a party other than the lender under such Mortgage Loan that\nis secured by the related Mortgaged Property.\n\n“Additional Disclosure\nNotification”: The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K\nDisclosure or Form 8-K Disclosure Information which is attached to this Agreement as Exhibit W.\n\n“Additional Form 10-D\nDisclosure”: As defined in Section 10.04 of this Agreement.\n\n“Additional Form 10-K\nDisclosure”: As defined in Section 10.05 of this Agreement.\n\n“Additional Information”:\nAs defined in Section 4.02(a) of this Agreement.\n\n“Additional Servicer”:\nEach Affiliate of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Depositor, any Mortgage Loan\nSeller or any of the Underwriters that Services any of the Mortgage Loans, each Outside Servicer, each Outside Special Servicer and each\nPerson, other than the Special Servicer or the Certificate Administrator,\n\n - 10 - \n\n \n\nwho is not an Affiliate of the Master Servicer,\nthe Certificate Administrator, the Trustee, the Depositor, any Mortgage Loan Seller or any of the Underwriters who Services 10% or more\nof the Mortgage Loans by unpaid principal balance calculated in accordance with the provisions of Regulation AB.\n\n“Additional Servicing\nCompensation”: As defined in Section 3.12(a) of this Agreement.\n\n“Additional Special\nServicing Compensation”: As defined in Section 3.12(c) of this Agreement.\n\n“Additional Trust\nFund Expenses”: (i) Special Servicing Fees, Workout Fees and Liquidation Fees, (ii) interest in respect of unreimbursed\nAdvances, (iii) the cost of various default-related or unanticipated Opinions of Counsel required or permitted to be obtained\nin connection with the servicing of the Trust Loans and the administration of the Trust Fund, (iv) unanticipated, non-Mortgage\nLoan specific expenses of the Trust Fund, including indemnities and expense reimbursements to the Trustee, the Certificate Administrator,\nthe Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor and federal, state\nand local taxes, and tax-related expenses, specifically payable out of the Trust Fund, (v) any fees or expenses that are expressly\ndesignated as an Additional Trust Fund Expense pursuant to any provision of this Agreement and (vi) any other default-related\nor unanticipated expense of the Trust Fund that is not covered by a Property Advance and for which there is no corresponding collection\nfrom a Mortgagor.\n\n“Administrative\nCost Rate”: With respect to any Trust Loan as of any date of determination, a *per annum* rate equal to the sum of the\nServicing Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Ongoing Fee Rate, the CREFC® Intellectual\nProperty Royalty License Fee Rate and the Trustee/Certificate Administrator Fee Rate.\n\n“Advance”:\nAny P&I Advance or Property Advance.\n\n“Advance Interest\nAmount”: Interest at the Advance Rate on the aggregate amount of P&I Advances and Property Advances for which the Master\nServicer, the Special Servicer or the Back-Up Advancing Agent, as applicable, have not been reimbursed for the number of days from\nthe date on which such Advance was made through, but not including, the date of reimbursement of the related Advance, less any amount\nof interest previously paid on such Advance; *provided*, *however*, that with respect to any P&I Advance made prior to the\nexpiration 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\nAdvance shall accrue only from and after the expiration of such grace period (or, if there is no grace period, from and after the related\nDue Date) and only if the subject Trust Loan is then still delinquent; and *provided*, *further*, that interest at the Advance\nRate shall not accrue on any Advance made to cover a delinquent Applicable Monthly Payment that has been received after the Determination\nDate and prior to 2:00 p.m. (Eastern Time) on the related Master Servicer Remittance Date.\n\n“Advance Rate”:\nA *per annum* rate equal to the Prime Rate, compounded annually (and solely with respect to the Master Servicer, subject to a floor\nrate of 2.0% *per annum*).\n\n - 11 - \n\n \n\n“Affected Loan(s)”:\nAs defined in Section 2.03(a) of this Agreement.\n\n“Affiliate”:\nWith respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person;\n*provided* that, solely for the purposes of the definition of “Borrower Party”, the term “Affiliate” means,\nwith respect to any specified Person, (i) any other Person controlling or controlled by or under common control with such specified Person\nor (ii) any other Person that owns, directly or indirectly, 25% (or in the case of a Trust Subordinate Companion Whole Loan, 10%) or more\nof the beneficial interests in such specified Person. For the purposes of this definition, “control” when used with respect\nto any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through\nthe ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have\nmeanings correlative to the foregoing. Upon reasonable request of the Trustee and/or the Certificate Administrator, the Trustee and/or\nthe Certificate Administrator may obtain and rely on an Officer’s Certificate of the Master Servicer, the Special Servicer or the\nDepositor to determine whether any Person is an Affiliate of such party.\n\n“Affirmative Asset\nReview Vote”: As defined in Section 11.01(a).\n\n“Aggregate Available\nFunds”: With respect to any Distribution Date, an amount equal to the sum of the following (without duplication):\n\n(a)       the\naggregate amount of all cash received on the Mortgage Loans and any REO Properties on deposit in the Collection Account (in each case,\nexclusive of any amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the Companion\nLoan Holders or is otherwise allocable to any Trust Subordinate Companion Loan) and/or the Lower-Tier REMIC Distribution Account as\nof the close of business on the Business Day immediately preceding the related Master Servicer Remittance Date (including, in the case\nof the initial Distribution Date, any Initial Month’s Interest Deposit Amount(s)), exclusive of any portion of the foregoing that\nrepresents (without duplication):\n\n(i)                             Monthly\nPayments, together with any Balloon Payments that are accompanied by interest through the related Maturity Date, paid by the related\nMortgagors in respect of a Mortgage Loan, that are due on a Due Date (without regard to grace periods) that occurs after the related\nDetermination Date;\n\n(ii)                          payments\n(scheduled or otherwise) of principal (including Principal Prepayments) and interest, Net Liquidation Proceeds, Net Insurance Proceeds,\nNet Condemnation Proceeds and other unscheduled recoveries that were received in respect of the Mortgage Pool subsequent to the related\nDetermination Date (other than any remittances on the Outside Serviced Mortgage Loans or the Trust’s applicable interest in any\nrelated REO Property contemplated by clause (b) of this definition for the subject Distribution Date);\n\n(iii)                      amounts\npayable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (ix), inclusive, of Section 3.06(a)\nof this Agreement;\n\n - 12 - \n\n \n\n(iv)                     Yield\nMaintenance Charges on the Mortgage Loans;\n\n(v)                         Excess\nInterest on the ARD Loan(s);\n\n(vi)                     Penalty\nCharges retained in the Collection Account pursuant to Section 3.14 of this Agreement;\n\n(vii)                   all\namounts deposited in the Collection Account or the Lower-Tier REMIC Distribution Account, as the case may be, in error; and\n\n(viii)                with\nrespect to the Mortgage Loans (including REO Mortgage Loans) for which Withheld Amounts are required to be deposited in the Interest Reserve\nAccount, and any Distribution Date in January (other than during a leap year) or February of any calendar year (unless such\nDistribution Date is the final Distribution Date), an amount equal to one day of interest on the Stated Principal Balance of such Mortgage\nLoan as of the close of business on the Distribution Date in the month preceding the month in which the subject Distribution Date occurs\nat the related Mortgage Rate, less the Administrative Cost Rate, to the extent such amounts are on deposit in the Collection Account;\n\n(b)       if\nand to the extent not already included in clause (a) of this definition for the subject Distribution Date, (i) the aggregate amount\nallocable to the Mortgage Loans transferred from any REO Account or Whole Loan Custodial Account to the Collection Account for the subject\nDistribution Date pursuant to Section 3.16 or Section 3.06A, as applicable, of this Agreement, and (ii) all remittances\nreceived on the Outside Serviced Mortgage Loans or the Trust’s interest in any related REO Property in the month of the subject\nDistribution Date, in each case to the extent that such transfer is made or such remittances are received, as the case may be, by the\nclose of business on the Business Day immediately preceding the related Master Servicer Remittance Date;\n\n(c)       the\naggregate amount of any Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans with respect to\nthe subject Distribution Date and P&I Advances made by the Master Servicer or the Back-Up Advancing Agent, as applicable, with respect\nto the Mortgage Loans for the subject Distribution Date (net of the related Trustee/Certificate Administrator Fee, Asset Representations\nReviewer Ongoing Fee and Operating Advisor Fee with respect to the Mortgage Loans (including REO Mortgage Loans) for which such Compensating\nInterest Payments or P&I Advances are made, to the extent not already deducted from Aggregate Available Funds pursuant to clause (a)(iii)\nof this definition);\n\n(d)       the\naggregate amount of Excess Liquidation Proceeds transferred to the Lower-Tier REMIC Distribution Account from the Excess Liquidation\nProceeds Reserve Account for distribution on the subject Distribution Date;\n\n(e)       with\nrespect to each Actual/360 Mortgage Loan and any Distribution Date occurring in each March (or February, if the related Distribution\nDate is the final Distribution Date), commencing in 2027, any Initial Interest Deposit Amounts and/or\n\n - 13 - \n\n \n\nWithheld Amounts, as applicable, remitted\nto the Lower-Tier REMIC Distribution Account pursuant to Section 3.23 of this Agreement; and\n\n(f)       with\nrespect to each Mortgage Loan, if any, that does not have a Monthly Payment due in June 2026 and the Distribution Date occurring in June\n2026, if and to the extent not already included in clause (a) of this definition for such Distribution Date, any Initial Month’s\nInterest Deposit Amount remitted on the Closing Date by the related Mortgage Loan Seller to the Master Servicer pursuant to Section 1\nof the related Mortgage Loan Purchase Agreement.\n\nNotwithstanding the investment\nof funds held in the Collection Account or the Lower-Tier REMIC Distribution Account pursuant to Section 3.07 of this\nAgreement, for purposes of calculating the Aggregate Available Funds, the amounts so invested shall be deemed to remain on deposit in\nsuch account.\n\n“Aggregate Principal\nDistribution Amount”: With respect to any Distribution Date, an amount equal to the sum of the following amounts (which, for\nthe avoidance of doubt, will not include any amounts received with respect to any Trust Subordinate Companion Loan or successor REO Companion\nLoan):\n\n(A)       the\nScheduled Principal Distribution Amount for such Distribution Date; and\n\n(B)       the\nUnscheduled Principal Distribution Amount for such Distribution Date;\n\n*provided* that the Aggregate Principal\nDistribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of (i) Nonrecoverable\nAdvances (including any servicing advance with respect to an Outside Serviced Mortgage Loan under the related Outside Servicing Agreement),\ntogether with interest on such Nonrecoverable Advances at the Advance Rate, that are paid or reimbursed from principal collections on\nthe Mortgage Loans (including the REO Mortgage Loans) in a period during which such principal collections would have otherwise been included\nin the Aggregate Principal Distribution Amount for such Distribution Date and (ii) Workout-Delayed Reimbursement Amounts that were\npaid or reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage Loans) in a period during which such principal\ncollections would have otherwise been included in the Aggregate Principal Distribution Amount for such Distribution Date (*provided*\nthat, in the case of clause (i) and (ii) above, if any of the amounts that were reimbursed from principal collections on the Mortgage\nLoans (including the REO Mortgage Loans) for a prior Distribution Date are subsequently recovered on the related Mortgage Loan (including\nany successor REO Mortgage Loan with respect thereto), such recovery will increase the Aggregate Principal Distribution Amount for the\nDistribution Date related to the Collection Period in which such recovery occurs).\n\nThe principal component of\nthe amounts set forth above shall be determined in accordance with Section 1.02 hereof.\n\n“Agreement”:\nThis Pooling and Servicing Agreement and all amendments hereof and supplements hereto.\n\n - 14 - \n\n \n\n“A.M. Best”:\nA.M. Best Company, Inc. or its successors in interest. If neither A.M. Best nor any successor remains in existence, “A.M. Best”\nshall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated\nby the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the\nSpecial Servicer and specific ratings of A.M. Best herein referenced shall be deemed to refer to the equivalent ratings (as reasonably\ndetermined by the Depositor) of the party so designated.\n\n“Ancillary Fees”:\nWith respect to any Serviced Loan, any and all demand fees, beneficiary statement charges, fees for insufficient or returned checks and\nother usual and customary charges and fees or similar fees (other than Modification Fees, Consent Fees, earnout fees (or similar fees),\nPenalty Charges, Assumption Fees, assumption application fees and defeasance fees) actually received from the related Mortgagor.\n\n“Anticipated Repayment\nDate” or “ARD”: With respect to any ARD Loan, the date upon which such ARD Loan commences accruing interest\nat its Revised Rate.\n\n“Anticipated Termination\nDate”: Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to Section 9.01(c)\nof this Agreement.\n\n“Applicable Back-Up\nAdvancing Agent Ratings”: With respect to any institution that acts or is proposed to act, as the context may require, as the\nBack-Up Advancing Agent, (a) a rating on its long-term senior unsecured debt or an issuer credit rating of at least “A”\nby 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\nissuer rating of at least “A2” by Moody’s or a long-term counterparty risk assessment of at least “A2(cr)”\nby Moody’s, and (c) a rating on its long-term senior unsecured debt or an issuer credit rating of at least “BBB-” by\nKBRA (or, if not rated by KBRA, then at least an equivalent rating by two other NRSROs which may include Fitch and Moody’s) (or,\nin the case of any Rating Agency’s rating requirement set forth in clause (a), (b) or (c) above, such other\nrating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation).\n\n“Applicable Co-sponsors”:\nWith respect to any Co-sponsored Mortgage Loan or Co-sponsored Trust Subordinate Companion Loan, the related Mortgage Loan Sellers. **For\nthe avoidance of doubt, there are no Applicable Co-sponsors because there are no Co-sponsored Mortgage Loans with respect to the Trust,\nand all references to “Applicable Co-sponsors” shall be disregarded.**\n\n“Applicable Fitch\nPermitted Investment Rating”: (A) In the case of any investments with maturities of thirty (30) days or less, the short-term\nobligations of which are rated at least “F1” by Fitch or the long-term obligations of which are rated at least “A”\nby Fitch, and (B) in the case of such investments with maturities of more than thirty (30) days, the short-term obligations of which are\nrated at least “F1+” by Fitch or the long-term obligations of which are rated at least “AA-” by Fitch.\n\n“Applicable KBRA\nPermitted Investment Rating”: (A) In the case of any investments with maturities of 90 days or less, the short-term obligations\nof which are rated at least “K3” by KBRA or the long-term obligations of which are rated at least “BBB-” by KBRA,\nand\n\n - 15 - \n\n \n\n(B) in the case of any investments with maturities\nof 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\nobligations of which are rated at least “A-” by KBRA (or, in the case of each of clauses (A) and (B) above,\nif not then rated by KBRA, an equivalent or higher rating assigned by another NRSRO).\n\n“Applicable Laws”:\nAs defined in Section 3.01(l), Section 3.21(h) and Section 8.02(h), respectively, of this Agreement.\n\n“Applicable Monthly\nPayment”: For any Mortgage Loan (including an Outside Serviced Mortgage Loan) or Trust Subordinate Companion Loan with respect\nto any month (including any such Mortgage Loan or Trust Subordinate Companion Loan as to which the related Mortgaged Property has become\nan REO Property), the Monthly Payment; *provided*, *however*, that for purposes of calculating the amount of any P&I Advance\nrequired to be made by the Master Servicer or the Back-Up Advancing Agent, notwithstanding the amount of such Applicable Monthly Payment,\ninterest shall be calculated at the Mortgage Rate less the Servicing Fee Rate and, if applicable, shall be exclusive of Excess Interest;\nand *provided*, *further*, that for purposes of determining the amount of any P&I Advance, the Monthly Payment shall be\nas reduced pursuant to any modification of a Mortgage Loan or Trust Subordinate Companion Loan pursuant to Section 3.24 of\nthis Agreement or pursuant to the applicable Outside Servicing Agreement, or pursuant to any bankruptcy, insolvency, or other similar\nproceeding involving the related Mortgagor.\n\n“Applicable Moody’s\nPermitted Investment Rating”: In the case of any investments, the short-term debt obligations of which are rated at least “P-1”\nby Moody’s or the long-term debt obligations of which are rated at least “A2” by Moody’s.\n\n“Applicable Morningstar\nDBRS Permitted Investment Rating”: (A) In the case of any investments with maturities of 30 days or less, the short-term obligations\n(or, if applicable, deposit accounts) of which are rated at least “R-1 (middle)” by Morningstar DBRS or the long-term obligations\n(or, if applicable, deposit accounts) of which are rated at least “A” by Morningstar DBRS, (B) in the case of any investments\nwith maturities of three months or less, but more than 30 days, the short-term obligations (or, if applicable, deposit accounts) of which\nare rated at least “R-1 (middle)” by Morningstar DBRS or the long-term obligations (or, if applicable, deposit accounts) of\nwhich are rated at least “AA(low)” by Morningstar DBRS, (C) in the case of any investments with maturities of six months or\nless, but more than three months, the short-term obligations (or, if applicable, deposit accounts) of which are rated in the highest short-term\nrating category by Morningstar DBRS or the long-term obligations (or, if applicable, deposit accounts) of which are rated at least “AA”\nby 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\nobligations (or, if applicable, deposit accounts) of which are rated in the highest short-term rating category by Morningstar DBRS or\nthe long-term obligations (or, if applicable, deposit accounts) of which are rated “AAA” by Morningstar DBRS.\n\n“Applicable S&P\nPermitted Investment Rating”: (A) In the case of such investments with maturities of sixty (60) days or less, the short-term\nobligations of which are rated at least “A-1” by S&P, and (B) in the case of such investments with maturities of 365 days\nor less, but more than sixty (60) days, the short-term obligations of which are rated at least “A-1+” by\n\n - 16 - \n\n \n\nS&P (or at least “A-1” by S&P,\nif the long-term obligations of which are rated at least “AA-” by S&P).\n\n“Applicant”:\nAs defined in Section 5.07(a) of this Agreement.\n\n“Appraisal”:\nAn appraisal prepared by an Appraiser, which shall be prepared in accordance with MAI standards.\n\n“Appraisal Reduction\nAmount”: For any Distribution Date and for any Serviced Mortgage Loan (or Serviced Whole Loan, if applicable) as to which an\nAppraisal Reduction Event has occurred and an Appraisal Reduction Amount is required to be calculated by the Special Servicer, an amount\nequal to the excess, if any, of (a) the Stated Principal Balance of such Serviced Mortgage Loan (or Serviced Whole Loan) as of the\nlast day of the related Collection Period *over* (b) the excess of (i) the sum of (A) 90% of the appraised value of\nthe related Mortgaged Property or Properties (as determined by (1) one or more Appraisals obtained by the Special Servicer (the cost of\nwhich shall be advanced by the Master Servicer as a Property Advance (or, if such Property Advance would be a Nonrecoverable Advance,\npaid by the Master Servicer out of the Collection Account as an expense of the Trust Fund)) or (2) an internal valuation performed by\nthe Special Servicer with respect to any Serviced Mortgage Loan (considering any Cross-Collateralized Group as a single Mortgage Loan)\nor Serviced Whole Loan with an outstanding principal balance of less than $2,000,000 (*provided* that the Special Servicer may, in\nits sole discretion in accordance with the Servicing Standard, obtain Appraisal(s) with respect to such Serviced Mortgage Loan or Serviced\nWhole Loan as contemplated by the preceding clause (1)), *minus*, with respect to any Appraisal, such downward adjustments as\nthe Special Servicer may make in accordance with the Servicing Standard (without implying any obligation to do so) based upon the\nSpecial Servicer’s review of the Appraisal and such other information as the Special Servicer may deem appropriate and (B) all\nescrows, letters of credit and reserves in respect of such Serviced Mortgage Loan (or Serviced Whole Loan) as of the date of the calculation\n*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\nadvanced by the Master Servicer or the Back-Up Advancing Agent, all unpaid interest on such Serviced Mortgage Loan (or Serviced Whole\nLoan) at a *per annum* rate equal to its Mortgage Rate (and with respect to a Serviced Whole Loan, interest on the related Serviced\nCompanion Loan(s) at the related Mortgage Rate), (B) all unreimbursed Advances (which shall include, without limitation, (1) any\nAdvances as to which the advancing party was reimbursed from a source other than the related Mortgagor and (2) any Unliquidated Advances),\nwith interest thereon at the Advance Rate in respect of such Serviced Mortgage Loan (or Serviced Whole Loan) and (C) all currently\ndue and unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing Fees and all other amounts,\ndue and unpaid with respect to such Serviced Mortgage Loan (or Serviced Whole Loan) (which taxes, premiums, ground rents and other amounts\nhave not been the subject of an Advance by the Master Servicer, the Special Servicer or the Back-Up Advancing Agent, as applicable, and/or\nfor which funds have not been escrowed). Promptly upon knowledge of the occurrence of an Appraisal Reduction Event (or a longer period\nso long as the Special Servicer is (as certified thereby to the Trustee in writing) diligently and in good faith proceeding to obtain\nsuch), if an Appraisal has not been obtained within the immediately preceding nine (9) months (or if the Special Servicer has determined\nin accordance with the Servicing Standard such Appraisal to be materially inaccurate), the Special Servicer shall use reasonable efforts\nto obtain an Appraisal, the costs of which shall be paid by the Master Servicer as a Property\n\n - 17 - \n\n \n\nAdvance (or as an expense of the Trust\nFund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance), or\nconduct an internal valuation, as applicable, in accordance with Section 3.10(a) of this Agreement. The Master Servicer shall\nprovide (via electronic delivery) the Special Servicer with information in its possession that is reasonably required to calculate\nor recalculate any Appraisal Reduction Amount pursuant to this definition using reasonable efforts to deliver such information\nwithin five (5) Business Days of the Special Servicer’s reasonable written request. None of the Master Servicer, the Trustee\nor the Certificate Administrator shall calculate or verify Appraisal Reduction Amounts. On the first Determination Date that is at\nleast five (5) Business Days following the receipt of such Appraisal or the conducting of an internal valuation, the Special\nServicer (in consultation with the Controlling Class Representative or applicable Loan-Specific Controlling Class Representative (in\neach case for so long as such party is a Consenting Party or a Consulting Party)) shall calculate or adjust, as applicable, the\nAppraisal Reduction Amount to take into account such Appraisal or internal valuation, as applicable, and such information, if any,\nreasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal\nReduction Amount. Notwithstanding the foregoing, if an Appraisal is required to be obtained in accordance with Section 3.10(a)\nof this Agreement but is not obtained or, if permitted, an internal valuation has not been conducted, within 60 days after\nthe occurrence of an Appraisal Reduction Event, then, until such Appraisal is obtained or, if permitted, such internal valuation is\nconducted and solely for purposes of determining the amounts of P&I Advances, the Appraisal Reduction Amount for or allocable to\nthe related Serviced Mortgage Loan (or, in the case of any Trust Subordinate Companion Whole Loan, for such Whole Loan) will equal\n25% of the then current Stated Principal Balance of such related Serviced Mortgage Loan (or, in the case of any Trust Subordinate\nCompanion Whole Loan, 25% of the then current Stated Principal Balance of such Whole Loan, subject to allocation in accordance with\nthe second following paragraph); *provided* that, upon receipt of an Appraisal, or, if permitted, completion of an internal\nvaluation, however, the Appraisal Reduction Amount for such Serviced Mortgage Loan (or Serviced Whole Loan) will be recalculated in\naccordance with this definition without regard to this sentence. With respect to each Serviced Loan as to which an Appraisal\nReduction Event has occurred (unless the Serviced Loan has become a Corrected Loan (if a Servicing Transfer Event had occurred with\nrespect to the related Serviced Loan) and has remained current for three consecutive Monthly Payments, and with respect to\nwhich no other Appraisal Reduction Event has occurred during the preceding three months), the Special Servicer shall, within\n30 days of each anniversary of such Appraisal Reduction Event, order an Appraisal (which may be an update of the prior\nAppraisal) (the cost of which will be covered by, and reimbursable as, a Property Advance by the Master Servicer or as an expense of\nthe Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable\nAdvance) or, if applicable, conduct an internal valuation, *provided*, *however*, no new or updated Appraisal or internal\nvaluation will be required if the Serviced Loan or REO Property is under contract to be sold within 90 days of such Appraisal\nReduction Event or anniversary thereof and the Special Servicer reasonably believes such sale is likely to close. Based upon such\nAppraisal or letter updates thereto, or, if applicable, an internal valuation, the Special Servicer shall determine and report to\nthe Master Servicer, the Certificate Administrator and the Back-Up Advancing Agent the Appraisal Reduction Amount, if any, with\nrespect to such Serviced Mortgage Loan (or Serviced Whole Loan), and each of those parties shall be entitled to rely conclusively on\nsuch determination by the Special Servicer. The Special Servicer shall deliver a copy of any such Appraisal or internal valuation to\nthe Master Servicer,\n\n - 18 - \n\n \n\nthe Operating Advisor, the Certificate Administrator\nand the Back-Up Advancing Agent, which shall be in electronic format. Each Appraisal Reduction Amount shall also be adjusted with\nrespect to the next Distribution Date to take into account any subsequent Appraisal and annual letter updates or, if applicable, any subsequent\ninternal valuation, as of the date of each such subsequent Appraisal or letter update or, if applicable, internal valuation.\n\nUpon payment in full or liquidation\nof any Serviced Loan for which an Appraisal Reduction Amount has been determined, such Appraisal Reduction Amount will be eliminated.\nIn addition, with respect to any Serviced Loan, as to which an Appraisal Reduction Event has occurred, such Serviced Loan shall no longer\nbe subject to the Appraisal Reduction Amount if (a) such Serviced Loan has become a Corrected Loan (if a Servicing Transfer Event\nhad occurred with respect to the related Serviced Loan) and such Serviced Loan becomes and remains current for three consecutive Monthly\nPayments and (b) no other Appraisal Reduction Event has occurred and is continuing with respect to such Serviced Loan.\n\nAppraisal Reduction Amounts\nwith respect to each Serviced Whole Loan shall be allocated, *first*, to any related Serviced Subordinate Companion Loan(s) (up to\nthe outstanding principal balance(s) thereof), and *then*, to the related Serviced Mortgage Loan and any related Serviced Pari Passu\nCompanion Loan(s) on a *pro rata* and *pari passu* basis in accordance with the respective outstanding principal balances of\nsuch Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s). Notwithstanding the foregoing, if so provided in the\nrelated Co-Lender Agreement, the holder of a Serviced Subordinate Companion Loan may be permitted to post cash or a letter of credit\nto offset all or some portion of an Appraisal Reduction Amount.\n\nNotwithstanding the foregoing,\nwith respect to each Outside Serviced Mortgage Loan, the Appraisal Reduction Amount shall be the portion of any “appraisal reduction\namount” relating to such Outside Serviced Whole Loan, that is calculated pursuant to the applicable Outside Servicing Agreement\nby the related Outside Special Servicer or related Outside Servicer, as applicable, and that is allocable to such Outside Serviced Mortgage\nLoan pursuant to such Outside Servicing Agreement and the related Co-Lender Agreement. The parties hereto shall be entitled to rely\non such calculations as reported to them by the related Outside Servicer or other applicable party under such Outside Servicing Agreement.\nThe Uncertificated Interest Owners and, by their acceptance of their Trust Certificates, the Trust Certificateholders shall be deemed\nto have acknowledged that the applicable Outside Servicing Agreement and the related Co-Lender Agreement, taken together, provide\nthat any such “appraisal reduction amount” will be calculated under the applicable Outside Servicing Agreement by the applicable\nparty thereto.\n\n“Appraisal Reduction\nEvent”: With respect to any Serviced Loan, the earliest of (i) the date on which such Serviced Loan becomes a Modified\nAsset, (ii) the date on which such Serviced Loan is 60 days or more delinquent in respect of any Monthly Payment, which does\nnot include a Balloon Payment, (iii) solely in the case of a delinquent Balloon Payment, (A) the date occurring 30 days\nafter the date on which such Balloon Payment was due (except as described in the immediately following clause (B)) or (B) if\nthe related Mortgagor has delivered to the Master Servicer (who shall promptly deliver a copy thereof to the Special Servicer, who shall\ndeliver a copy thereof to the Controlling Class Representative) or the Special Servicer (who shall promptly deliver a copy thereof to\nthe Master Servicer and the Controlling Class Representative) a signed purchase agreement or a refinancing commitment acceptable to the\nSpecial Servicer prior to the\n\n - 19 - \n\n \n\ndate 30 days after the Balloon Payment\nwas due, the date occurring 120 days after the date on which the Balloon Payment was due (or such shorter period beyond the date\non which that Balloon Payment was due during which the refinancing is scheduled to occur), (iv) the date on which the related Mortgaged\nProperty has become an REO Property, (v) a receiver or similar official is appointed and continues for 60 days in such capacity\nin respect of the related Mortgaged Property, (vi) 60 days after the related Mortgagor is subject to a bankruptcy, insolvency\nor similar proceedings, which, in the case of an involuntary bankruptcy, insolvency or similar proceeding, is not dismissed within those\n60 days, or (vii) the date on which the Serviced Loan (or Serviced Whole Loan) remains outstanding five (5) years following any extension\nof its Maturity Date pursuant to this Agreement. If an Appraisal Reduction Event occurs with respect to any Serviced Mortgage Loan that\nis part of a Serviced Whole Loan, then an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Serviced\nCompanion Loan(s). If an Appraisal Reduction Event occurs with respect to any Serviced Companion Loan that is part of a Serviced Whole\nLoan, then an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Serviced Mortgage Loan and any other\nServiced Companion Loan(s) included as part of that Serviced Whole Loan. No Appraisal Reduction Event may occur with respect to any Serviced\nLoan at any time when the aggregate Certificate Balance of all Classes of Non-Vertically Retained Principal Balance Certificates (other\nthan the Class A-1, Class A-2 and Class A-3 Certificates) and, solely in the case of any Trust Subordinate Companion Whole Loan,\nalso the aggregate Certificate Balance of all related Classes of Loan-Specific Principal Balance Certificates, has been reduced to\nzero. The Special Servicer shall notify the Master Servicer and the Master Servicer shall notify the Special Servicer, as applicable,\npromptly upon the occurrence of any of the foregoing events.\n\n“Appraised-Out\nClass”: Any Class of Control Eligible Certificates or Loan-Specific Control Eligible Certificates, the Certificate Balance\nof which (taking into account the allocation of any Appraisal Reduction Amounts or Collateral Deficiency Amounts to notionally reduce\nthe Certificate Balance of such Class) has been reduced to less than 25% of its initial Certificate Balance.\n\n“Appraised Value”:\nAs of any date of determination, (i) with respect to any Mortgaged Property (other than a Mortgaged Property securing an Outside Serviced\nMortgage Loan), the appraised value thereof based upon an appraisal or update thereof prepared by an Appraiser that is contained in the\nrelated Servicing File obtained within the time parameters required by this Agreement, and (ii) with respect to each Mortgaged Property\nsecuring an Outside Serviced Mortgage Loan, the appraised value allocable thereto, as determined pursuant to the Outside Servicing Agreement.\n\n“Appraiser”:\nAn Independent nationally recognized professional commercial real estate appraiser who (i) is a member in good standing of the Appraisal\nInstitute, (ii) if the state in which the related Mortgaged Property is located certifies or licenses appraisers, is certified or\nlicensed in such state, and (iii) has a minimum of five years’ experience in the related property type and market.\n\n“Arbitration Rules”:\nAs defined in Section 2.03(i)(i).\n\n“Arbitration Services\nProvider”: As defined in Section 2.03(i)(i).\n\n - 20 - \n\n \n\n“ARD Loan”:\nAny Mortgage Loan that is identified as having an Anticipated Repayment Date and a Revised Rate on the Mortgage Loan Schedule. **For\nthe avoidance of doubt, none of the Mortgage Loans are ARD Loans, and references to “ARD Loan” and “ARD Loans”\nshall be disregarded.**\n\n“Asset Representations\nReviewer”: BellOak, LLC, a Delaware limited liability company, or its successor-in-interest, or any successor Asset\nRepresentations Reviewer as herein provided.\n\n“Asset Representations\nReviewer Asset Review Fee”: As defined in Section 11.02(b).\n\n“Asset Representations\nReviewer Ongoing Fee”: As defined in Section 11.02(a).\n\n“Asset Representations\nReviewer Ongoing Fee Rate”: As defined in Section 11.02(a).\n\n“Asset Representations\nReviewer Termination Event”: As defined in Section 11.05(a).\n\n“Asset Review”:\nA review of the compliance of each Delinquent Loan with the representations and warranties of the applicable Mortgage Loan Seller, in\naccordance with the Asset Review Standard and the procedures set forth on Exhibit JJ hereto.\n\n“Asset Review Notice”:\nAs defined in Section 11.01(a).\n\n“Asset Review Quorum”:\nIn connection with any solicitation of votes to authorize an Asset Review as described in Section 11.01(a), the Certificateholders\nevidencing at least 5% of the Pooled Voting Rights represented by all of the Certificates.\n\n“Asset Review Report”:\nAs defined in Section 11.01(b)(vii)(C).\n\n“Asset Review Report\nSummary”: As defined in Section 11.01(b)(vii)(C).\n\n“Asset Review Standard”:\nThe performance by the Asset Representations Reviewer of its duties under this Agreement in good faith subject to the express terms of\nthis Agreement. Except as otherwise expressly set forth in this Agreement, all determinations or assumptions made by the Asset Representations\nReviewer in connection with an Asset Review shall be made in the Asset Representations Reviewer’s good faith discretion and judgment\nbased on the facts and circumstances known to it at the time of such determination or assumption.\n\n“Asset Review Trigger”:\nAny time when, as of the end of the applicable Collection Period, either (1) Mortgage Loans with an aggregate outstanding principal\nbalance of 30.0% or more of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Mortgage Loans)\nheld by the Trust are Delinquent Loans, or (2) at least 15 Mortgage Loans are Delinquent Loans and the aggregate outstanding\nprincipal balance of such Delinquent Loans constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage\nLoans (including any REO Mortgage Loans) held by the Trust.\n\n - 21 - \n\n \n\n“Asset Review Vote\nElection”: As defined in Section 11.01(a).\n\n“Asset Status Report”:\nAs defined in Section 3.21(b).\n\n“Assignment of Leases”:\nWith respect to any Mortgaged Property, any assignment of leases, rents and profits or similar agreement executed by the Mortgagor, assigning\nto the mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or disposition of all or a portion\nof such Mortgaged Property, in the form which was duly executed, acknowledged and delivered, as amended, modified, renewed or extended\nthrough the date hereof and from time to time hereafter.\n\n“Assumption Fees”:\nWith respect to any Serviced Mortgage Loan (or Serviced Whole Loan, if applicable), any and all assumption fees of such Serviced Mortgage\nLoan (or Serviced Whole Loan, if applicable) for transactions effected under Section 3.09(a), 3.09(b) and 3.09(c)\nof this Agreement (excluding assumption application fees), actually paid by the related Mortgagor and other applicable fees (not including\nassumption fees and/or assumption application fees) actually paid by the related Mortgagor in accordance with the related Loan Documents,\nwith respect to any assumption or substitution agreement entered into by the Master Servicer or the Special Servicer on behalf of the\nTrust (or, in the case of a Serviced Whole Loan, on behalf of the Trust and the related Serviced Companion Loan Holder(s)) pursuant to\nSection 3.09(a) of this Agreement or paid by the related Mortgagor with respect to any transfer of an interest in such Mortgagor\npursuant to Section 3.09(a) of this Agreement.\n\n“Authenticating\nAgent”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 5.09 of this Agreement.\n\n“Available Funds”:\nFor any Distribution Date, (i) with respect to distributions to be made on the Certificates and the Uncertificated VRR Interest, the Aggregate\nAvailable Funds, (ii) with respect to distributions to be made on the Non-Vertically Retained Certificates (other than the Class S Certificates),\nthe Non-Vertically Retained Available Funds, (iii) with respect to distributions to be made on the Combined VRR Interest and the Class\nR Certificates, the Combined VRR Available Funds, and (iv) with respect to distributions to be made on the Loan-Specific Certificates\nand any Loan-Specific Uncertificated Interest relating to a particular Trust Subordinate Companion Loan and on the Class R Certificates,\nthe related Trust Subordinate Companion Loan Available Funds.\n\n“Back-Up Advancing\nAgent”: The back-up advancing agent designated or appointed pursuant to Section 8.12 of this Agreement. The Certificate\nAdministrator shall be the initial Back-Up Advancing Agent.\n\n“Balloon Loan”:\nAny Mortgage Loan or Serviced Companion Loan that by its original terms or by virtue of any modification provides for an amortization\nschedule extending beyond its Maturity Date, unless such extension results solely from the accrual of interest on the basis of the actual\nnumber of days elapsed in a year of 360 days, notwithstanding calculation of Monthly Payments based on a 360-day year consisting\nof twelve 30-day months.\n\n - 22 - \n\n \n\n“Balloon Payment”:\nWith respect to any Balloon Loan as of any date of determination, the amount outstanding on the Maturity Date of such Balloon Loan in\nexcess of the related Monthly Payment.\n\n“Barclays”:\nBarclays Capital Real Estate Inc., a Delaware corporation, and its successors in interest.\n\n“Barclays Mortgage\nLoan Purchase Agreement”: The mortgage loan purchase agreement, dated as of the Closing Date, by and between Barclays and the\nDepositor.\n\n“Barclays Mortgage\nLoans”: The Mortgage Loans (or portions thereof) transferred by Barclays to the Depositor and/or the Trust pursuant to the Barclays\nMortgage Loan Purchase Agreement and this Agreement.\n\n“Base Interest Fraction”:\nWith respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of the Class A-1, Class A-2,\nClass A-3, Class A-S, Class B, Class C and Class D Certificates, a fraction (a) whose numerator is the amount,\nif any, by which (i) the Pass-Through Rate on such Class of Certificates exceeds (ii) the discount rate used in accordance\nwith the related Loan Documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment (or, if the Yield\nMaintenance Charge is a fixed percentage of the principal balance of the related Mortgage Loan, the yield rate applicable to any related\nyield maintenance charge or that is otherwise described in the related Loan Documents) and (b) whose denominator is the amount, if\nany, by which (i) the Mortgage Rate on such Mortgage Loan exceeds (ii) the discount rate used in accordance with the related\nLoan Documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment (or, if the Yield Maintenance Charge\nis a fixed percentage of the principal balance of the related Mortgage Loan, the yield rate applicable to any related yield maintenance\ncharge or that is otherwise described in the related Loan Documents); *provided*, *however*, that under no circumstances shall\nthe Base Interest Fraction be greater than one. If the discount rate referred to in the preceding sentence is greater than or equal to\nboth of (x) the Mortgage Rate on the related Mortgage Loan and (y) the Pass-Through Rate described in the preceding sentence,\nthen the Base Interest Fraction shall equal zero, and if such discount rate is greater than or equal to the Mortgage Rate on such Mortgage\nLoan, but less than the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction shall equal one.\n\n“BBCMS 2026-5C41\nPSA”: The Outside Servicing Agreement that is governing the servicing of the Marriott Savannah Riverfront Whole Loan as of the\nClosing Date and pursuant to which the BBCMS Mortgage Trust 2026-5C41, Commercial Mortgage Pass-Through Certificates, Series 2026-5C41,\nwere issued.\n\n“Benchmark 2026-V20\nPSA”: The Outside Servicing Agreement that is governing the servicing of the 1 Willoughby Square Whole Loan and the 535 &\n545 5th Avenue Whole Loan as of the Closing Date and pursuant to which the Benchmark 2026-V20 Mortgage Trust, Commercial Mortgage Pass-Through\nCertificates, Series 2026-V20, were issued.\n\n“Benchmark 2026-V21\nPSA”: The Outside Servicing Agreement that is governing the servicing of the Del Rey Campus Whole Loan and the 400 Arcola Road\nWhole Loan as of the\n\n - 23 - \n\n \n\nClosing Date and pursuant to which the Benchmark\n2026-V21 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V21, were issued.\n\n“Beneficial Owner”:\nWith respect to a Global Certificate, a Person who is the beneficial owner as reflected on the books of the Depository or on the books\nof a Person maintaining an account with such Depository (directly as a Depository Participant or indirectly through a Depository Participant,\nin accordance with the rules of such Depository). Each of the Trustee, the Certificate Administrator, the Special Servicer and the Master\nServicer shall have the right to require, as a condition to acknowledging the status of any Person as a Beneficial Owner under this Agreement,\nthat such Person provide evidence (which may be in the form of an Investor Certification) at its expense of its status as a Beneficial\nOwner hereunder.\n\n“Borrower Delayed\nReimbursements”: Any Additional Trust Fund Expenses and reimbursements of Advances that the related Mortgagor is required, pursuant\nto a written modification agreement, to pay in the future to the Trust in its capacity as owner of the related Trust Loan.\n\n“Borrower Party”:\nEither (i) a Mortgagor under a Mortgage Loan or Whole Loan, or a manager of a related Mortgaged Property or any Affiliate of any\nof the foregoing or (ii) a holder or beneficial owner (or an Affiliate of any holder or beneficial owner) of any Accelerated Mezzanine\nLoan.\n\n“Breach”:\nAs defined in Section 2.03(a) of this Agreement.\n\n“Business Day”:\nAny 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\ninstitutions in the States of New York, North Carolina, Georgia, Texas, Florida and Delaware, the cities in which the principal offices\nof the Operating Advisor, the Master Servicer or the Special Servicer are located, or the city in which the Corporate Trust Office of\nthe Certificate Administrator or the Trustee is located, are authorized or obligated by law, executive order or governmental decree to\nbe closed.\n\n“Calculation Rate”:\nA discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest payments on a Mortgage\nLoan or Serviced Whole Loan or proceeds from the sale of a Defaulted Mortgage Loan or Defaulted Serviced Whole Loan, the highest of (1) the\nrate determined by the Master Servicer or the Special Servicer, as applicable, that approximates the market rate that would be obtainable\nby the Mortgagors on similar debt of the Mortgagors as of such date of determination, (2) the Mortgage Rate and (3) the yield\non 10-year U.S. treasuries and (ii) for all other cash flows, including property cash flow, the “discount rate” set\nforth in the most recent Appraisal (or update of such Appraisal).\n\n“Certificate”:\nAny 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,\nClass 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\nissued, authenticated and delivered hereunder.\n\n“Certificate Administrator”:\nCitibank, N.A., a national banking association, or its successor in interest, or any successor Certificate Administrator appointed as\nherein provided.\n\n - 24 - \n\n \n\n“Certificate Administrator\nAccounts”: As defined in Section 3.07(a) of this Agreement.\n\n“Certificate Administrator\nPersonnel”: The divisions and individuals of the Certificate Administrator who are involved in the performance of the duties\nof the Certificate Administrator under this Agreement.\n\n“Certificate Administrator’s\nWebsite”: The internet website of the Certificate Administrator, initially located at *https://sf.citidirect.com.*\n\n“Certificate Balance”:\n(i) With respect to any Class of Principal Balance Certificates outstanding at any time, (A) as of any date of determination\non or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such Class of Principal\nBalance Certificates, as specified in the Preliminary Statement hereto, and (B) as of any date of determination after the first Distribution\nDate, an amount equal to the Certificate Balance of such Class of Principal Balance Certificates on the Distribution Date immediately\nprior to such date of determination, after any actual distributions of principal thereon and allocations of applicable Realized Losses\nthereto on such prior Distribution Date, and after any increases to such Certificate Balance on such prior Distribution Date (as and to\nthe extent provided in Section 4.01(g) of this Agreement) in connection with recoveries of Nonrecoverable Advances previously\nreimbursed out of collections of principal on the Mortgage Loans.\n\n(ii)       With\nrespect to any Class of Loan-Specific Principal Balance Certificates outstanding at any time, (A) as of any date of determination\non or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such Class of Loan-Specific\nPrincipal Balance Certificates, as specified in the Preliminary Statement hereto, and (B) as of any date of determination after the\nfirst Distribution Date, an amount equal to the Certificate Balance of such Class of Loan-Specific Principal Balance Certificates\non the Distribution Date immediately prior to such date of determination, after any actual distributions of principal thereon and allocations\nof applicable Realized Losses thereto on such prior Distribution Date, and after any increases to such Certificate Balance on such prior\nDistribution Date (as and to the extent provided in Section 4.01(g) of this Agreement) in connection with recoveries of Nonrecoverable\nAdvances previously reimbursed out of collections of principal on the related Trust Subordinate Companion Loan.\n\n“Certificate Factor”:\nWith respect to any Class of Principal Balance Certificates, Loan-Specific Principal Balance Certificates, Class X Certificates or\nLoan-Specific Class X Certificates, as of any date of determination, a fraction, expressed as a decimal carried to eight places,\nthe numerator of which is the then related Certificate Balance or Notional Amount, as the case may be, and the denominator of which is\nthe related initial Certificate Balance or related initial Notional Amount, as the case may be.\n\n“Certificate Owner”:\nA Beneficial Owner of a Global Certificate issued with respect to a Class of Certificates.\n\n“Certificate Register”\nand “Certificate Registrar”: The register maintained and the registrar appointed pursuant to Section 5.03(a)\nof this Agreement.\n\n - 25 - \n\n \n\n“Certificateholder”:\nWith respect to any Certificate, the Person whose name is registered in the Certificate Register (including, solely for the purposes of\ndistributing reports, statements or other information pursuant to this Agreement, a Certificate Owner or potential transferee of Certificates\nto the extent the Person distributing such information has been provided with an appropriate Investor Certification by or on behalf of\nsuch Certificate Owner or potential transferee); *provided*, *however*, that\n\n(a)       solely\nfor the purpose of giving any consent, approval, waiver or taking any action pursuant to this Agreement (including voting on amendments\nto this Agreement) that specifically relates to the rights, duties, compensation or termination of, and/or any other matter specifically\ninvolving, the Depositor, the Master Servicer, the Special Servicer, any Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate\nAdministrator, the Operating Advisor, the Asset Representations Reviewer, any Mortgage Loan Seller or any Person known to a Responsible\nOfficer of the Certificate Registrar to be an Affiliate of any such party, or that would trigger an Asset Review with respect to a Mortgage\nLoan, any Certificate registered in the name of or beneficially owned by such party or any Affiliate thereof shall be deemed not to be\noutstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage\nof Voting Rights necessary to effect any such consent, approval, waiver or take any such action has been obtained;\n\n(b)       solely\nfor the purpose of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate beneficially\nowned 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\naccount in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take\nany such action has been obtained (*provided*, that notwithstanding the foregoing, for purposes of exercising any rights it may have\nsolely as a member of the Controlling Class, any Controlling Class Certificate owned by an Excluded Controlling Class Holder shall\nbe deemed not to be outstanding as to such Excluded Controlling Class Holder solely with respect to giving consent and taking any action\nwith respect to any related Excluded Controlling Class Mortgage Loan); and\n\n(c)       if\nthe Master Servicer, the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is a member of the Controlling\nClass, it shall be permitted to act in such capacity and exercise all rights under this Agreement bestowed upon the Controlling Class (other\nthan, with respect to any Excluded Controlling Class Mortgage Loan with respect to which such party is an Excluded Controlling Class\nHolder, as described in the proviso in parenthesis in clause (b) above).\n\nFor the avoidance of doubt,\nnothing contained in this definition will preclude the Special Servicer from performing its duties and exercising its rights in its capacity\nas Special Servicer under this Agreement other than with respect to an Excluded Special Servicer Mortgage Loan.\n\n“Certificateholder\nQuorum”: A quorum that:\n\n - 26 - \n\n \n\n(1)       for\npurposes of a vote to terminate and replace the Special Servicer or the Asset Representations Reviewer at the request of the Holders of\nCertificates evidencing not less than 25% of the Pooled Voting Rights (without regard to the application of any Appraisal Reduction Amounts),\npursuant to Section 6.08(a)(ii) or Section 11.05(b), as applicable, of this Agreement, consists of the Holders\nof Certificates evidencing at least 50% of the Pooled Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts\nto notionally reduce the Certificate Balances of the respective Classes of Principal Balance Certificates) of all of the Certificates,\non an aggregate basis;\n\n(2)       for\npurposes of a vote to terminate and replace the Special Servicer for a Trust Subordinate Companion Whole Loan at the request of the Holders\nof Certificates and/or related Loan-Specific Certificates evidencing not less than 25% of the Voting Rights allocable to the Certificates\nand related Loan-Specific Certificates (without regard to the application of any Appraisal Reduction Amounts), if an applicable Control\nTermination Event and a related Control Appraisal Period have occurred and are continuing, pursuant to Section 6.08(a)(iii)\nof this Agreement, consists of the Holders of Certificates and/or related Loan-Specific Certificates evidencing at least 50% of the Voting\nRights (taking into account the allocation of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the respective\nClasses of Principal Balance Certificates and related Loan-Specific Principal Balance Certificates) of all of the Certificates and related\nLoan-Specific Certificates, on an aggregate basis;\n\n(3)       for\npurposes of a vote to terminate and replace the Special Servicer with respect to a Trust Subordinate Companion Whole Loan at the request\nof the Holders of related Loan-Specific Certificates evidencing at least 25% of the related Loan-Specific Voting Rights, if a related\nLoan-Specific Control Termination Event has occurred and is continuing and a related Control Appraisal Period is not in effect, pursuant\nto Section 6.08(a)(iv) of this Agreement, consists of the Holders of related Loan-Specific Certificates evidencing at least 66-2/3%\nof the Loan-Specific Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts to notionally reduce the Certificate\nBalances of the respective Classes of applicable Loan-Specific Principal Balance Certificates) of all related Loan-Specific Certificates,\non an aggregate basis;\n\n(4)       for\npurposes of a vote to terminate and replace the Special Servicer (including with respect to any Trust Subordinate Companion Whole Loan)\nbased on a recommendation of the Operating Advisor, pursuant to Section 6.08(b)(i) of this Agreement, consists of the Holders and/or\nbeneficial owners of Certificates evidencing at least 20% of the aggregate outstanding principal balance of all the Principal Balance\nCertificates, with such quorum including at least three Holders or Beneficial Owners of Certificates that are not Risk Retention Affiliated\nwith each other;\n\n(5)       [RESERVED];\nand\n\n(6)       for\npurposes of a vote to terminate and replace the Special Servicer with respect to a Trust Subordinate Companion Whole Loan based on a recommendation\nof the Operating Advisor pursuant to Section 6.08(b)(iii) of this Agreement, consists of the Holders of related Loan-Specific\nCertificates evidencing at least 20% of the aggregate of the outstanding principal balances of all the related Loan-Specific Principal\nBalance Certificates, with such\n\n - 27 - \n\n \n\nquorum including at least three (3) Holders\nor Beneficial Owners of related Loan-Specific Certificates that are not Risk Retention Affiliated with each other.\n\n“Certificateholder\nRepurchase Request”: As defined in Section 2.03(f) of this Agreement.\n\n“Certification Parties”:\nAs defined in Section 10.06 of this Agreement.\n\n“Certifying Certificateholder”:\nAs defined in Section 5.07(a) of this Agreement.\n\n“Certifying Person”:\nAs defined in Section 10.06 of this Agreement.\n\n“Certifying Servicer”:\nAs defined in Section 10.08 of this Agreement.\n\n“Class”:\nWith respect to the Certificates and the Loan-Specific Certificates, all of the Certificates or Loan-Specific Certificates, as applicable,\nbearing the same alphabetical or alphanumeric class designation, and with respect to the Lower-Tier Regular Interests and the Trust\nSubordinate Companion Loan REMIC Regular Interests, each such interest set forth in the Preliminary Statement hereto.\n\n“Class A-1\nCertificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating\nAgent in substantially the form set forth in Exhibit A-1 hereto.\n\n“Class A-1\nComponent”: The Component having such designation.\n\n“Class A-1\nPass-Through Rate”: With respect to the Class A-1 Certificates, for any Distribution Date, a *per annum* rate equal\nto 4.62600%.\n\n“Class A-2 Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-2 hereto.\n\n“Class A-2 Component”:\nThe Component having such designation.\n\n“Class A-2 Pass-Through\nRate”: With respect to the Class A-2 Certificates, for any Distribution Date, a *per annum* rate equal to 4.98400%.\n\n“Class A-3 Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-3 hereto.\n\n“Class A-3 Component”:\nThe Component having such designation.\n\n“Class A-3 Pass-Through\nRate”: With respect to the Class A-3 Certificates, for any Distribution Date, a *per annum* rate equal to 5.46800%.\n\n - 28 - \n\n \n\n“Class A-S\nCertificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating\nAgent in substantially the form set forth in Exhibit A-6 hereto.\n\n“Class A-S\nComponent”: The Component having such designation.\n\n“Class A-S\nPass-Through Rate”: With respect to the Class A-S Certificates, for any Distribution Date, a *per annum*rate equal\nto the lesser of (i) 5.78200% and (ii) the WAC Rate for such Distribution Date.\n\n“Class B Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-7 hereto.\n\n“Class B Component”:\nThe Component having such designation.\n\n“Class B Pass-Through\nRate”: With respect to the Class B Certificates, for any Distribution Date, a *per annum* rate equal to the lesser of (i)\n6.08400% and (ii) the WAC Rate for such Distribution Date.\n\n“Class C Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-8 hereto.\n\n“Class C Component”:\nThe Component having such designation.\n\n“Class C Pass-Through\nRate”: With respect to the Class C Certificates, for any Distribution Date, a *per annum* rate equal to the lesser of (i)\n5.88200% and (ii) the WAC Rate for such Distribution Date.\n\n“Class D Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-10 hereto.\n\n“Class D Component”:\nThe Component having such designation.\n\n“Class D Pass-Through\nRate”: With respect to the Class D Certificates, for any Distribution Date, a *per annum* rate equal to 4.50000%.\n\n“Class E Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-11 hereto.\n\n“Class E Pass-Through\nRate”: With respect to the Class E Certificates, for any Distribution Date, a *per annum* rate equal to the WAC Rate for\nsuch Distribution Date.\n\n - 29 - \n\n \n\n“Class F-RR Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-12 hereto.\n\n“Class F-RR Pass-Through\nRate”: With respect to the Class F-RR Certificates, for any Distribution Date, a *per annum* rate equal to the WAC Rate\nfor such Distribution Date.\n\n“Class G-RR Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-13 hereto.\n\n“Class G-RR Pass-Through\nRate”: With respect to the Class G-RR Certificates, for any Distribution Date, a *per annum* rate equal to the WAC Rate\nfor such Distribution Date.\n\n“Class R Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-14 hereto. The Class R Certificates have no Pass-Through Rate, Certificate Balance\nor Notional Amount.\n\n“Class S Certificate”:\nIf issued, any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially\nthe form set forth in Exhibit A-15 hereto. The Class S Certificates have no Pass-Through Rate, Certificate Balance\nor Notional Amount. **For the avoidance of doubt, no Class S Certificates will be issued, and all references in this Agreement to “Class\nS Certificate” and “Class S Certificates” shall be disregarded.**\n\n“Class VRR\nCertificate”: If issued, any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating\nAgent in substantially the form set forth in Exhibit A-16 hereto. For tax reporting purposes, the Class VRR Certificates\nwill accrue interest at the WAC Rate in effect from time to time.\n\n“Class X Certificates”:\nThe Class X-A, Class X-B and Class X-D Certificates.\n\n“Class X Strip\nRate”: With respect to each Component for any Distribution Date, a rate *per annum* equal to (i) the WAC Rate for\nsuch Distribution Date, *minus* (ii) the Pass-Through Rate for the Corresponding Certificates.\n\n“Class X-A\nCertificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating\nAgent in substantially the form set forth in Exhibit A-4 hereto.\n\n“Class X-A\nComponents”: The Class A-1 Component, Class A-2 Component and Class A-3 Component, each of which constitutes a separate\nclass of “regular interests”, within the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through\nrate equal to its Class X Strip Rate from time to time and a notional amount equal to its Component Notional Amount from time to\ntime.\n\n - 30 - \n\n \n\n“Class X-A\nNotional Amount”: With respect to the Class X-A Certificates as of any date of determination, the sum of the Component\nNotional Amounts of the Class X-A Components.\n\n“Class X-A\nPass-Through Rate”: For any Distribution Date, the weighted average of the Class X Strip Rates for the Class X-A\nComponents for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding\nimmediately prior to such Distribution Date).\n\n“Class X-B\nCertificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating\nAgent in substantially the form set forth in Exhibit A-5 hereto.\n\n“Class X-B\nComponents”: The Class A-S Component, Class B Component and Class C Component, each of which constitutes a separate class\nof “regular interests”, within the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through\nrate equal to its Class X Strip Rate from time to time and a notional amount equal to its Component Notional Amount from time to\ntime.\n\n“Class X-B\nNotional Amount”: With respect to the Class X-B Certificates as of any date of determination, the sum of the Component\nNotional Amounts of the Class X-B Components.\n\n“Class X-B\nPass-Through Rate”: For any Distribution Date, the weighted average of the Class X Strip Rates for the Class X-B\nComponents for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding\nimmediately prior to such Distribution Date).\n\n“Class X-D\nCertificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating\nAgent in substantially the form set forth in Exhibit A-9 hereto.\n\n“Class X-D\nComponent”: The Class D Component, which constitutes a separate class of “regular interests”, within the meaning\nof Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from time\nto time and a notional amount equal to its Component Notional Amount from time to time.\n\n“Class X-D\nNotional Amount”: With respect to the Class X-D Certificates as of any date of determination, the Component Notional\nAmount of the Class X-D Component.\n\n“Class X-D\nPass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-D Component for such\nDistribution Date.\n\n“Clearing Agency”:\nAn organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. The initial Clearing Agency\nshall be The Depository Trust Company.\n\n“Clearstream”:\nClearstream Banking, Luxembourg, and its successors in interest.\n\n - 31 - \n\n \n\n“Closing Date”:\nMay 26, 2026.\n\n“CMBS”:\nCommercial mortgage-backed securities.\n\n“Co-Lender Agreement”:\nWith respect to any Whole Loan, the co-lender agreement, intercreditor agreement, agreement among noteholders or similar agreement,\ndated as of the date set forth in the Whole Loan Table under the column heading “Date of Co-Lender Agreement” and governing\nthe relative rights of the holders of the related Mortgage Loan and Companion Loan(s), as the same may be amended, restated or otherwise\nmodified from time to time in accordance with the terms thereof. A Co-Lender Agreement exists with respect to each Whole Loan as of\nthe Closing Date.\n\n“Co-sponsored Mortgage\nLoan”: Any Mortgage Loan as to which two or more Mortgage Loan Sellers are selling related Notes to the Depositor. **For the\navoidance of doubt, there are no Co-sponsored Mortgage Loans, and all references to “Co-sponsored Mortgage Loan” and “Co-Sponsored\nMortgage Loans” shall be disregarded.**\n\n“Co-sponsored Trust\nSubordinate Companion Loan”: Any Trust Subordinate Companion Loan as to which two or more Mortgage Loan Sellers are selling\nrelated Notes to the Depositor. **For the avoidance of doubt, there are no Co-sponsored Trust Subordinate Companion Loans, and all references\nto “Co-sponsored Trust Subordinate Companion Loan” and “Co-Sponsored Trust Subordinate Companion Loans” shall\nbe disregarded.**\n\n“Code”:\nThe Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations\nof the United States Department of the Treasury promulgated pursuant thereto.\n\n“Collateral Deficiency\nAmount”: With respect to any Serviced Trust Loan that is an AB Modified Loan as of any date of determination, an amount calculated\nby the Special Servicer and equal to the excess of (i) the Stated Principal Balance of such AB Modified Loan (taking into account\nthe related junior note(s) included therein), *over* (ii) the sum of (in the case of a Whole Loan, solely to the extent allocable\nto the subject Trust Loan) (x) the most recent Appraised Value for the related Mortgaged Property or Mortgaged Properties, *plus*\n(y) solely to the extent not reflected or taken into account in such Appraised Value and to the extent on deposit with, or otherwise\nunder the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related\nMortgagor at the time the subject Trust Loan became (and as part of the modification related to) such AB Modified Loan for the benefit\nof the related Mortgaged Property or Mortgaged Properties, *plus* (z) any other escrows or reserves (in addition to any amounts\nset forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such\ndetermination. The Certificate Administrator, the Master Servicer and the Operating Advisor (other than with respect to any Collateral\nDeficiency Amount calculations that the Operating Advisor is required to review, recalculate and/or verify pursuant to Section 3.29)\nshall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any such Collateral Deficiency\nAmount.\n\nNotwithstanding the foregoing,\nwith respect to each Outside Serviced Mortgage Loan, the “Collateral Deficiency Amount” shall be the portion of any “collateral\ndeficiency\n\n - 32 - \n\n \n\namount” (or similar concept) relating\nto such Outside Serviced Whole Loan, that is calculated pursuant to the applicable Outside Servicing Agreement by the related Outside\nSpecial Servicer or related Outside Servicer, as applicable, and that is allocable to such Outside Serviced Mortgage Loan pursuant to\nsuch Outside Servicing Agreement and the related Co-Lender Agreement. The parties to the Pooling and Servicing Agreement will be entitled\nto rely on such calculations as reported to them by the related Outside Servicer or other applicable party to such Outside Servicing Agreement.\n\n“Collection Account”:\nThe account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a) of this Agreement, which\n(subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled “Trimont LLC, as Master Servicer\non behalf of Wilmington Savings Fund Society, FSB, as Trustee, for the benefit of the registered holders of Benchmark 2026-V22 Mortgage\nTrust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, and the Uncertificated VRR Interest Owner, Collection Account”\nand which must be an Eligible Account. The Collection Account shall initially be maintained with Wells Fargo Bank, National Association.\n\n“Collection Period”:\nWith respect to any Distribution Date, the period beginning on the day immediately following the Determination Date occurring in the month\npreceding the month in which that Distribution Date occurs (or, in the case of the Collection Period for the initial Distribution Date,\nwith respect to any particular Mortgage Loan or Companion Loan, beginning on the day immediately following the Due Date for such Mortgage\nLoan or Companion Loan in the month preceding the month in which that Distribution Date occurs (or the date that would have been the Due\nDate if such Mortgage Loan or Companion Loan had a Due Date in such preceding month)) and ending on and including the Determination Date\noccurring in the month in which that Distribution Date occurs.\n\n“Combined VRR Available\nFunds”: With respect to any Distribution Date, an amount equal to the product of the Aggregate Available Funds for such Distribution\nDate multiplied by the Vertically Retained Percentage.\n\n“Combined VRR Interest”:\nThe Class VRR Certificates (if issued) and the Uncertificated VRR Interest (if issued), collectively.\n\n“Combined VRR Interest\nBalance”: The Certificate Balance of the Class VRR Certificates (if issued) and the Uncertificated VRR Interest Balance (if\nthe Uncertificated VRR Interest is issued), together.\n\n“Combined VRR Interest\nOwner”: Any Holder of a Class VRR Certificate (if issued) or the Uncertificated VRR Interest Owner (if the Uncertificated VRR\nInterest is issued).\n\n“Commission”:\nThe Securities and Exchange Commission.\n\n“Communication Request”:\nAs defined in Section 5.07(a) of this Agreement.\n\n“Companion Loan”:\nWith respect on any Whole Loan, as defined in the definition of “Whole Loan.” If, with respect to any Whole Loan, any promissory\nnote evidencing a related Companion Loan is split and replaced with 2 or more replacement promissory notes, each such\n\n - 33 - \n\n \n\nrelated promissory note will evidence a separate\nCompanion Loan with respect to such Whole Loan. Each Companion Loan is either a Pari Passu Companion Loan or a Subordinate Companion Loan.\nIn the case of a Companion Loan serviced under this Agreement, the term “Companion Loan” shall include a REO Companion Loan.\n\n“Companion Loan\nHolder”: The holder of a Companion Loan (other than a Trust Subordinate Companion Loan held by the Trust).\n\n“Companion Loan\nHolder Representative”: With respect to each Serviced Companion Loan, any representative appointed by the related Companion\nLoan Holder.\n\n“Companion Loan\nRating Agency”: With respect to any Serviced Companion Loan, any rating agency that was engaged by a participant in the securitization\nof such Serviced Companion Loan to assign a rating to the related Serviced Companion Loan Securities.\n\n“Companion Loan\nRating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Serviced Companion Loan\nor any related REO Property as to which any Serviced Companion Loan Securities exist, confirmation in writing (which may be in electronic\nform) by each applicable Companion Loan Rating Agency that a proposed action, failure to act or other event so specified will not, in\nand of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of such Serviced\nCompanion Loan Securities (if then rated by the Companion Loan Rating Agency); *provided* that upon receipt of a written waiver or\nother acknowledgment from the Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for\nwhich the Companion Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”),\nor as otherwise provided in Section 3.30 of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation\nfrom the applicable Companion Loan Rating Agency with respect to such matter shall not apply.\n\n“Companion Loan\nRating Agency Declination”: As defined in the definition of “Companion Loan Rating Agency Confirmation” in this\nAgreement.\n\n“Compensating Interest\nPayments”: Any payment required to be made by the Master Servicer pursuant to Section 3.13 of this Agreement to\ncover Prepayment Interest Shortfalls.\n\n“Component”:\nWith respect to the Class X-A Certificates, each of the Class A-1 Component, Class A-2 Component and Class A-3 Component; with\nrespect to the Class X-B Certificates, each of the Class A-S Component, Class B Component and Class C Component; and with respect to the\nClass X-D Certificates, the Class D Component.\n\n“Component Notional\nAmount”: With respect to each Component and any date of determination, an amount equal to the Lower-Tier Principal Balance\nof the Corresponding Lower-Tier Regular Interest for that Component.\n\n“Condemnation Proceeds”:\nAll proceeds received in connection with the taking of all or a part of a Mortgaged Property or REO Property (including with respect to\nthe Outside Serviced Mortgage Loans) by exercise of the power of eminent domain or condemnation, subject,\n\n - 34 - \n\n \n\nhowever, to the rights of any tenants and ground\nlessors, as the case may be, and the terms of the related Mortgage and related Co-Lender Agreement; *provided* that, in the case\nof an Outside Serviced Mortgage Loan, “Condemnation Proceeds” under this Agreement shall be limited to any related proceeds\nof the type described above in this definition that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan,\npursuant to the allocations set forth in the related Co-Lender Agreement.\n\n“Consent Fees”:\nWith respect to any Serviced Loan, any and all fees actually paid by a Mortgagor with respect to any consent or approval (or review thereof)\nrequired or requested pursuant to the terms of the Loan Documents that does not involve a modification evidenced by a signed writing,\nassumption, extension, waiver or amendment of the terms of the Loan Documents.\n\n“Consultation Election\nNotice”: As defined in Section 2.03(g).\n\n“Consultation Requesting\nCertificateholder”: Any Certificateholder or Certificate Owner that timely delivers a Consultation Election Notice.\n\n“Consultation Termination\nEvent”: The event that either (a) will occur when none of the Classes of Control Eligible Certificates has a Certificate Balance,\nwithout regard to the allocation of any Cumulative Appraisal Reduction Amount, that is equal to or greater than 25% of the initial Certificate\nBalance of that Class of Certificates or (b) is deemed to occur pursuant to Section 6.09(d) or, if applicable, Section\n6.09(h) of this Agreement; *provided*, *however*, that a Consultation Termination Event shall in no event exist at any\ntime that the Certificate Balance of each Class of Non-Vertically Retained Principal Balance Certificates senior to the Control Eligible\nCertificates has been reduced to zero (without regard to the allocation of Cumulative Appraisal Reduction Amounts); and *provided, further,*that with respect to any Trust Subordinate Companion Whole Loan, the foregoing will only apply if a Control Appraisal Period exists\nor is deemed to exist with respect to the related Trust Subordinate Companion Loan. With respect to Excluded Mortgage Loans as to which\nthe Controlling Class Representative would otherwise be a Consulting Party, a Consultation Termination Event shall be deemed to exist.\n\n“Consulting Party”:\nWith respect to any Serviced Mortgage Loan or, if applicable, Serviced Whole Loan, will be each of:\n\n(i)                        except\nwith respect to a Serviced Outside Controlled Whole Loan, solely (a) after the occurrence and during the continuance of a Control\nTermination Event, but prior to the occurrence and continuance of a Consultation Termination Event, (b) for so long as the related\nMortgage Loan is not an Excluded Mortgage Loan, and (c) in the case of a Trust Subordinate Companion Whole Loan, *provided*\nthat an applicable Control Appraisal Period exists with respect to the related Trust Subordinate Companion Loan, the Controlling Class\nRepresentative;\n\n(ii)                      with\nrespect to any Serviced Outside Controlled Whole Loan (which may include a Servicing Shift Whole Loan or a Serviced Whole Loan with a\nControlling Subordinate Companion Loan held outside the Trust), solely (a) if and for so long as the holder of the Mortgage Loan\nincluded in this securitization transaction is entitled under the related Co-Lender Agreement to exercise consultation rights with\nrespect to such Whole\n\n - 35 - \n\n \n\nLoan, (b) prior to the occurrence\nand continuance of a Consultation Termination Event, and (c) for so long as the related Mortgage Loan is not an Excluded Mortgage\nLoan, the Controlling Class Representative;\n\n(iii)                   with\nrespect to any Serviced Whole Loan that includes a Pari Passu Companion Loan, the holder of such Pari Passu Companion Loan if and to the\nextent such holder (a) is not the applicable Directing Holder, and (b) is entitled to exercise consultation rights under the\nrelated Co-Lender Agreement;\n\n(iv)                 solely\nafter the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, the Operating Advisor;\n\n(v)                     with\nrespect to a Trust Subordinate Companion Whole Loan, solely (a) after the occurrence and during the continuance of a related Loan-Specific\nControl Termination Event, but prior to the occurrence and continuance of a related Loan-Specific Consultation Termination Event, and\n(b) *provided* that no Control Appraisal Period exists or is deemed to exist with respect to the related Trust Subordinate Companion\nLoan, the Loan-Specific Controlling Class Representative; and\n\n(vi)                 except\nwith respect to any Excluded RRCP Mortgage Loan, (a) for so long as no Consultation Termination Event is continuing, with respect\nto any Specially Serviced Loan, and (b) during the continuance of a Consultation Termination Event, with respect to any Mortgage\nLoan, each Risk Retention Consultation Party;\n\n*provided*, that with respect to any Serviced\nWhole Loan, the rights of any Consulting Party set forth in clauses (i) through (iii) above will be subject to and may\nbe limited by the terms and provisions of any related Co-Lender Agreement.\n\nFor the avoidance of doubt,\nwith respect to the Serviced Mortgage Loans and Serviced Whole Loans, (A) the Controlling Class Representative shall not be a Consulting\nParty if and for so long as (1) a Consultation Termination Event is in effect, (2) the related Mortgage Loan is an Excluded Mortgage\nLoan, (3) with respect to any Serviced Outside Controlled Whole Loan, it is not entitled under the related Co-Lender Agreement\nto exercise consultation rights with respect to such Whole Loan, and/or (4) with respect to any Trust Subordinate Companion Loan, no applicable\nControl Appraisal Period exists or is deemed to exist with respect to the related Trust Subordinate Companion Loan, (B) the Operating\nAdvisor shall not be a Consulting Party if and for so long as no Operating Advisor Consultation Trigger Event (including, in the case\nof an EHRI Trust Subordinate Companion Loan Securitization, a related Loan-Specific Operating Advisor Consultation Trigger Event) has\noccurred and is continuing, (C) no Risk Retention Consultation Party shall be a Consulting Party with respect to any Mortgage Loan that\nis an Excluded RRCP Mortgage Loan with respect to such party, or with respect to any Mortgage Loans other than as described in clause\n(vi) of the immediately preceding paragraph, and (D) the consultation rights of the holder of a Pari Passu Companion Loan with respect\nto any related Serviced Whole Loan shall be subject to the terms of the related Co-Lender Agreement.\n\nFurther for the avoidance\nof doubt, with respect to any Serviced Mortgage Loan or Serviced Whole Loan, if none of the Controlling Class Representative, any Loan-Specific\n\n - 36 - \n\n \n\nControlling Class Representative, the Operating\nAdvisor, the Risk Retention Consultation Parties, or a holder of a Pari Passu Companion Loan is a Consulting Party in accordance with\nthe foregoing definition, then there will be no Consulting Party for that Serviced Mortgage Loan or Serviced Whole Loan. If any Consulting\nParty has not been identified to the Master Servicer or the Special Servicer, as applicable (and (I) if the applicable Consulting Party\nis the Controlling Class Representative or a Risk Retention Consultation Party, the Master Servicer or the Special Servicer, as the case\nmay be, has attempted to obtain such information from the Certificate Administrator or (II) if the applicable Consulting Party is the\nholder of a Pari Passu Companion Loan, the Master Servicer or the Special Servicer, as the case may be, has attempted to obtain such information\nin accordance with Section 3.28(g), and, in the case of either of clause (I) or clause (II), no such entity has been identified\nto the Master Servicer or the Special Servicer, as applicable), then until such time as such Consulting Party is identified to the Master\nServicer or the Special Servicer, as applicable, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult\nwith such Consulting Party. For the avoidance of doubt, the initial Controlling Class Representative is identified in the definition of\n“Controlling Class Representative”, the initial “Loan-Specific Controlling Class Representative” (if any) is identified\nin the definition of “Loan-Specific Controlling Class Representative”, the initial Risk Retention Consultation Parties (if\nany) are identified in the definition of “Risk Retention Consultation Party”, and the initial holder(s) of the Serviced Companion\nLoan(s) are identified on Exhibit NN hereto.\n\n“Control Appraisal\nPeriod”: With respect to any AB Whole Loan (including any Trust Subordinate Companion Whole Loan), the “control appraisal\nperiod” (or analogous concept) under the related Co-Lender Agreement.\n\n“Control Eligible\nCertificates”: Collectively, the Class E, Class F-RR and Class G-RR Certificates.\n\n“Control Termination\nEvent”: The event that either (a) will occur when none of the Classes of the Control Eligible Certificates has a Certificate\nBalance (as notionally reduced by any Cumulative Appraisal Reduction Amount then allocable to such Class in accordance with Section 3.10(a)\nof this Agreement) that is at least equal to 25% of the initial Certificate Balance of that Class of Certificates or (b) is deemed\nto occur pursuant to Section 6.09(d) or, if applicable, Section 6.09(h) of this Agreement; *provided*, *however*,\nthat a Control Termination Event shall in no event exist at any time that the Certificate Balance of each Class of the Non-Vertically\nRetained Principal Balance Certificates senior to the Control Eligible Certificates has been reduced to zero (without regard to the allocation\nof Cumulative Appraisal Reduction Amounts); and *provided, further,*that with respect to any Trust Subordinate Companion Whole Loan,\nthe foregoing will only apply if a Control Appraisal Period exists or is deemed to exist with respect to the related Trust Subordinate\nCompanion Loan. With respect to Excluded Mortgage Loans as to which the Controlling Class Representative would otherwise be the Directing\nHolder, a Control Termination Event shall be deemed to exist.\n\n“Controlling Class”:\nAs of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has a Certificate\nBalance (as notionally reduced by any portion of any Cumulative Appraisal Reduction Amount allocable to such Class in accordance\nwith Section 3.10(a) of this Agreement) at least equal to 25% of the initial Certificate Balance of such Class; *provided*,\n*however*, that (except under the circumstances set forth in the\n\n - 37 - \n\n \n\nfollowing proviso) if no Class of Control\nEligible Certificates meets the preceding requirement, then the most senior Class of outstanding Control Eligible Certificates will be\nthe Controlling Class; and *provided*, *further*, *however*, that if, at any time the aggregate outstanding Certificate\nBalance of the Classes of Non-Vertically Retained Principal Balance Certificates senior to the Control Eligible Certificates has been\nreduced to zero (without regard to the allocation of any Cumulative Appraisal Reduction Amount), then the Controlling Class shall\nbe the most subordinate Class of Control Eligible Certificates that has an outstanding Certificate Balance greater than zero (without\nregard to the allocation of any Cumulative Appraisal Reduction Amount). The Controlling Class as of the Closing Date will be the\nClass G-RR Certificates.\n\n“Controlling Class\nCertificateholder”: Each Holder (or Beneficial Owner, if applicable) of a Certificate of the Controlling Class as determined\nby the Certificate Administrator from time to time.\n\n“Controlling Class\nRepresentative”: The Controlling Class Certificateholder (or other representative) selected by at least a majority of the Controlling\nClass Certificateholders by Certificate Balance, as identified by notice to the Certificate Administrator by the applicable Controlling\nClass Certificateholders from time to time, with notice of such selection delivered by the Certificate Administrator to the Special Servicer,\nthe Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee; *provided* that, (i) absent\nsuch selection, or (ii) until a Controlling Class Representative is so selected, or (iii) upon receipt of notice from the Controlling\nClass Certificateholders that own Certificates representing more than 50% of the Certificate Balance of the Controlling Class that\na Controlling Class Representative is no longer so designated, the Controlling Class Representative shall be the Controlling Class Certificateholder\nthat owns Certificates representing the largest aggregate Certificate Balance of the Controlling Class, as identified (in writing with\ncontact information) to the Certificate Administrator (who shall notify the Master Servicer, the Special Servicer and the Operating Advisor).\nIf, upon the occurrence of any of the events or circumstances specified in clauses (i), (ii) or (iii) above,\nthe Controlling Class Certificateholder that owns Certificates representing the largest aggregate Certificate Balance of the Controlling\nClass has not been identified to the Certificate Administrator (and thereby the Master Servicer and the Special Servicer), then the Master\nServicer and the Special Servicer shall have no obligation to obtain the consent of, or consult with, any Controlling Class Representative\nuntil notified by the Certificate Administrator of the identity of such largest Controlling Class Certificateholder or otherwise notified\nof the identity of the Controlling Class Representative as provided in this Agreement. No Person may exercise any of the consent or consultation\nrights and powers of the Controlling Class Representative with respect to an Excluded Mortgage Loan. The initial Controlling Class Representative\non the Closing Date shall be CMBS 4 Sub 15, LLC, and the Certificate Registrar and the other parties to this Agreement shall be entitled\nto assume CMBS 4 Sub 15, LLC is the Controlling Class Representative on behalf of the Controlling Class Certificateholders, until\nthe Certificate Administrator, the Master Servicer, the Special Servicer and each other Controlling Class Certificateholder receives (a) written\nnotice of a replacement Controlling Class Representative or (b) written notice that CMBS 4 Sub 15, LLC is no longer the Holder\n(or Beneficial Owner) of a majority of the applicable Controlling Class.\n\n“Controlling Pari\nPassu Companion Loan”: A Pari Passu Companion Loan that is evidenced by the “control note” (or analogous concept)\nunder the related Co-Lender Agreement,\n\n - 38 - \n\n \n\nor the holder of which is the “directing\nholder” (or analogous concept) under the related Co-Lender Agreement.\n\n“Controlling Pari\nPassu Companion Loan Securitization Date”: With respect to either (i) a Servicing Shift Whole Loan or (ii) an Outside Serviced\nServicing Shift Whole Loan, the date on which the related Controlling Pari Passu Companion Loan is included in an Outside Securitization\nTrust, and which is also the date on which the pooling and servicing agreement or other comparable agreement governing the creation of\nsuch Outside Securitization Trust becomes the Outside Servicing Agreement for such Whole Loan.\n\n“Controlling Subordinate\nCompanion Loan”: As of any date of determination, any Subordinate Companion Loan that is then evidenced by the “control\nnote” (or analogous concept) under the related Co-Lender Agreement, or the holder of which is then the “directing holder”\n(or analogous concept) under the related Co-Lender Agreement.\n\n“Corporate Trust\nOffice”: The office of the Trustee or the Certificate Administrator, at which at any particular time its corporate trust business\nshall be principally administered. At the date of this Agreement, the corporate trust office of (i) the Trustee is located at 500 Delaware\nAvenue, 11th Floor, Wilmington, Delaware 19801, and (ii) the Certificate Administrator is located, for certificate transfer purposes,\nat 480 Washington Boulevard, 16th Floor, Jersey City, New Jersey 07310, Attention: Securities Window, and for all other purposes, except\nas specifically set forth herein, 388 Greenwich Street, 26th Floor, New York, New York 10013.\n\n“Corrected Loan”:\nAny Serviced Loan that had been a Specially Serviced Loan but has ceased to be such in accordance with the definition of “Specially\nServiced Loan” (other than by reason of a Liquidation Event occurring in respect of such Serviced Loan or a related Mortgaged Property\nbecoming an REO Property).\n\n“Corresponding Certificates”:\nAs identified in the Preliminary Statement with respect to any Lower-Tier Regular Interest, Trust Subordinate Companion Loan REMIC\nRegular Interest, Component or Loan-Specific Component.\n\n“Corresponding Component”:\nAs identified in the Preliminary Statement with respect to any Class of Non-Vertically Retained Principal Balance Certificates, Class\nof Loan-Specific Principal Balance Certificates, Lower-Tier Regular Interest or Trust Subordinate Companion Loan REMIC Regular Interest.\n\n“Corresponding Lower-Tier\nRegular Interest”: As identified in the Preliminary Statement with respect to any Class of Principal Balance Certificates,\nthe Uncertificated VRR Interest or any Component.\n\n“Corresponding Trust\nSubordinate Companion Loan REMIC Regular Interest”: As identified in the Preliminary Statement with respect to any Class of\nLoan-Specific Certificates, Loan-Specific Uncertificated Interest or Loan-Specific Component. **For the avoidance of doubt, no Trust\nSubordinate Companion Loan REMIC Regular Interests shall be issued under this Agreement, and accordingly, there will be no Corresponding\nTrust Subordinate Companion Loan REMIC Regular Interests and all references in this Agreement to “Corresponding**\n\n - 39 - \n\n \n\n**Trust Subordinate Companion Loan REMIC\nRegular Interest” and “Corresponding Trust Subordinate Companion Loan REMIC Regular Interests” shall be disregarded.**\n\n“CREFC®”:\nCRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any association or organization that is a successor\nthereto. If neither such association nor any successor remains in existence, “CREFC®” shall be deemed to refer\nto such other association or organization as may exist whose principal membership consists of servicers, trustees, certificateholders,\nissuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization industry, which is the principal\nsuch association or organization in the commercial mortgage loan securitization industry and whose principal purpose is the establishment\nof industry standards for reporting transaction-specific information relating to commercial mortgage pass-through certificates\nand commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties underlying or backing them to investors\nholding or owning such certificates or bonds, and any successor to such other association or organization. If an organization or association\ndescribed in one of the preceding sentences of this definition does not exist, “CREFC®” shall be deemed to\nrefer to such other association or organization as shall be selected by the Master Servicer and reasonably acceptable to the Certificate\nAdministrator, the Special Servicer and, for so long as no Control Termination Event has occurred and is continuing, the Controlling Class\nRepresentative.\n\n“CREFC®\nAdvance Recovery Report”: A monthly report substantially in the form of, and containing the information called for in, the downloadable\nform of the “Advance Recovery Report” available as of the Closing Date on the CREFC® Website, or such other\nform for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC®\nfor commercial mortgage securities transactions generally.\n\n“CREFC®\nAppraisal Reduction Template”: A report substantially in the form of, and containing the information called for in, the downloadable\nform of the “Appraisal Reduction Template” available as of the Closing Date on the CREFC® Website, or such\nother form for the presentation of such information and containing such additional information as may from time to time be approved by\nthe CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nAssumption Modification Posting Instructions Template”: A report substantially in the form of, and containing the information\ncalled for in, the downloadable form of the “Assumption Modification Posting Instructions Template” available as of the Closing\nDate on the CREFC® Website, or such other form for the presentation of such information and containing such additional\ninformation as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nBond Level File”: The data file in the “CREFC® Bond Level File” format substantially in the form\nof and containing the information called for therein, or such other form for the presentation of such information as may be approved from\ntime to time by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nCapitalized Amounts/Non-Recoverable Trust Expense Template”: A report substantially in the form of, and containing the information\ncalled for in, the downloadable form of the “Capitalized Amounts/Non-Recoverable Trust Expense Template” available as\nof the\n\n - 40 - \n\n \n\nClosing Date on the CREFC® Website,\nor such other form for the presentation of such information and containing such additional information as may from time to time be approved\nby the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nCollateral Summary File”: The data file in the “CREFC® Collateral Summary File” format substantially\nin the form of and containing the information called for therein, or such other form for the presentation of such information as may be\napproved from time to time by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nComparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format substantially\nin the form of and containing the information called for therein for the Mortgage Loans and any Trust Subordinate Companion Loan(s), or\nsuch other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial\nmortgage securities transactions generally.\n\n“CREFC®\nDelinquent Loan Status Report”: A report substantially in the form of, and containing the information called for in, the downloadable\nform of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC® Website, or no later\nthan 90 days after its adoption, such other form for the presentation of such information and containing such additional information\nas may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nFinancial File”: The data file in the “CREFC® Financial File” format substantially in the form of\nand containing the information called for therein for the Mortgage Loans and any Trust Subordinate Companion Loan(s), or such other form\nfor the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities\ntransactions generally.\n\n“CREFC®\nHistorical Bond/Collateral Realized Loss Reconciliation Template”: A report substantially in the form of, and containing the\ninformation called for in, the downloadable form of the “Historical Bond/Collateral Realized Loss Reconciliation Template”\navailable as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and\ncontaining such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities\ntransactions generally.\n\n“CREFC®\nHistorical Liquidation Loss Template”: A report substantially in the form of, and containing the information called for in,\nthe downloadable form of the “Historical Liquidation Loss Template” available as of the Closing Date on the CREFC®\nWebsite, or such other form for the presentation of such information and containing such additional information as may from time to time\nbe approved by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nHistorical Loan Modification/Forbearance and Corrected Mortgage Loan Report”: The monthly report in the “Historical Loan\nModification/Forbearance and Corrected Mortgage Loan Report” format substantially in the form of and containing the information\ncalled for therein for the Mortgage Loans and any Trust Subordinate Companion\n\n - 41 - \n\n \n\nLoan(s), or such other form for the presentation\nof such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions\ngenerally.\n\n“CREFC®\nIntellectual Property Royalty License Fee”: With respect to each Mortgage Loan (including any successor REO Mortgage Loan with\nrespect thereto) and Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto, but excluding\nany REO Companion Loan related to any other Serviced Companion Loan) and for any Distribution Date, the amount accrued during the related\nInterest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on, in the case of the initial Distribution\nDate, the Cut-off Date Balance of such Trust Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of\nsuch Trust Loan as of the close of business on the Distribution Date in the related Interest Accrual Period; *provided* that such\namounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due\nor deemed due on the related Trust Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC®\nIntellectual Property Royalty License Fee shall be payable from the Lower-Tier REMIC or the applicable Trust Subordinate Companion\nLoan REMIC, as applicable.\n\n“CREFC®\nIntellectual Property Royalty License Fee Rate”: With respect to each Trust Loan, a rate equal to 0.00050% *per annum*.\n\n“CREFC®\nInterest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information called for\nin, the downloadable form of the “Interest Shortfall Reconciliation Template” available as of the Closing Date on the CREFC®\nWebsite, or such other form for the presentation of such information and containing such additional information as may from time to time\nbe approved by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nInvestor Reporting Package (IRP)”: Collectively: (a) the following nine data files (and any other files as may be, or have\nbeen, adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time\nto time): (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic Update File, (iii) CREFC®\nProperty File, (iv) CREFC® Bond Level File, (v) CREFC® Financial File, (vi) CREFC®\nCollateral Summary File, (vii) CREFC® Special Servicer Loan File, (viii) CREFC® Special Servicer Property\nFile and (ix) CREFC® Schedule AL File;\n\n(b)       the\nfollowing ten supplemental reports (and any other reports as may be, or have been, adopted and promulgated by CREFC® as\npart of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Delinquent Loan\nStatus Report, (ii) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) CREFC®\nREO Status Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® Comparative Financial\nStatus Report, (vi) CREFC® Servicer Watchlist/Portfolio Review Guidelines, (vii) CREFC® Loan Level\nReserve/LOC Report, (viii) CREFC® NOI Adjustment Worksheet, (ix) CREFC® Advance Recovery Report,\nand (x) CREFC® Total Loan Report;\n\n - 42 - \n\n \n\n(c)       the\nfollowing fifteen templates (and any other templates as may be, or have been, adopted and promulgated by CREFC® as part\nof the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Appraisal Reduction Template,\n(ii) CREFC® Servicer Realized Loss Template, (iii) CREFC® Reconciliation of Funds Template, (iv) CREFC®\nHistorical Bond/Collateral Realized Loss Reconciliation Template, (v) CREFC® Historical Liquidation Loss Template,\n(vi) CREFC® Interest Shortfall Reconciliation Template, (vii) CREFC® Servicer Remittance to Certificate\nAdministrator Template, (viii) CREFC® Significant Insurance Event Template, (ix) CREFC® Loan Modification\nReport Template; (x) CREFC® Loan Liquidation Report Template, (xi) CREFC® REO Liquidation Report\nTemplate; (xii) CREFC® Payment Posting Instructions Template; (xiii) CREFC® Modification Posting Instructions\nTemplate; (xiv) CREFC® Assumption Modification Posting Instructions Template, and (xv) CREFC®\nCapitalized Amounts/Non-Recoverable Trust Expense Template; and\n\n(d)       such\nother reports and data files as CREFC® may designate, or has designated, as part of the “CREFC® Investor\nReporting Package (CREFC® IRP)” from time to time.\n\n“CREFC®\nLoan Level Reserve/LOC Report”: The monthly report in the “CREFC® Loan Level Reserve/LOC Report”\nformat substantially in the form of and containing the information called for therein for the Mortgage Loans and any Trust Subordinate\nCompanion Loan(s), or such other form for the presentation of such information as may be approved from time to time by the CREFC®\nfor commercial mortgage securities transactions generally.\n\n“CREFC®\nLoan Liquidation Report Template”: A report substantially in the form of, and containing the information called for in, the\ndownloadable form of the “Loan Liquidation Report Template” available as of the Closing Date on the CREFC®\nWebsite, or such other form for the presentation of such information and containing such additional information as may from time to time\nbe approved by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nLoan Modification Report Template”: A report substantially in the form of, and containing the information called for in, the\ndownloadable form of the “Loan Modification Report Template” available as of the Closing Date on the CREFC®\nWebsite, or such other form for the presentation of such information and containing such additional information as may from time to time\nbe approved by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nLoan Periodic Update File”: The data file in the “CREFC® Loan Periodic Update File” format substantially\nin the form of and containing the information called for therein for the Mortgage Loans and any Trust Subordinate Companion Loan(s), or\nsuch other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial\nmortgage securities transactions generally.\n\n“CREFC®\nLoan Setup File”: The data file in the “CREFC® Loan Setup File” format substantially in the form\nof and containing the information called for therein for the Mortgage Loans and any Trust Subordinate Companion Loan(s), or such other\nform for the\n\n - 43 - \n\n \n\npresentation of such information as may be\napproved from time to time by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nModification Posting Instructions Template”: A report substantially in the form of, and containing the information called for\nin, the downloadable form of the “Modification Posting Instructions Template” available as of the Closing Date on the CREFC®\nWebsite, or such other form for the presentation of such information and containing such additional information as may from time to time\nbe approved by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nNOI Adjustment Worksheet”: The worksheet in the “NOI Adjustment Worksheet” format substantially in the form of and\ncontaining the information called for therein for the Mortgage Loans and any Trust Subordinate Companion Loan(s), or such other form for\nthe presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities\ntransactions generally.\n\n“CREFC®\nOperating Statement Analysis Report”: The monthly report (prepared with respect to each Mortgaged Property or, with respect\nto a Trust Loan secured by a portfolio of Mortgaged Properties, on a consolidated basis with respect to such portfolio) in the “Operating\nStatement Analysis Report” format substantially in the form of and containing the information called for therein for the Mortgage\nLoans and any Trust Subordinate Companion Loan(s), or such other form for the presentation of such information as may be approved from\ntime to time by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nPayment Posting Instructions Template”: A report substantially in the form of, and containing the information called for in,\nthe downloadable form of the “Payment Posting Instructions Template” available as of the Closing Date on the CREFC®\nWebsite, or such other form for the presentation of such information and containing such additional information as may from time to time\nbe approved by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nProperty File”: The data file in the “CREFC® Property File” format substantially in the form of and\ncontaining the information called for therein for the Mortgage Loans and any Trust Subordinate Companion Loan(s), or such other form for\nthe presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities\ntransactions generally.\n\n“CREFC®\nReconciliation of Funds Template”: A report substantially in the form of, and containing the information called for in, the\ndownloadable form of the “Reconciliation of Funds Template” available as of the Closing Date on the CREFC®\nWebsite, or such other form for the presentation of such information and containing such additional information as may from time to time\nbe approved by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nREO Liquidation Report Template”: A report substantially in the form of, and containing the information called for in, the downloadable\nform of the “REO Liquidation Report Template” available as of the Closing Date on the CREFC® Website, or such\nother form for the presentation of such information and containing such additional information as may from\n\n - 44 - \n\n \n\ntime to time be approved by the CREFC®\nfor commercial mortgage securities transactions generally.\n\n“CREFC®\nREO Status Report”: The report in the “REO Status Report” format substantially in the form of and containing the\ninformation called for therein for the Mortgage Loans and any Trust Subordinate Companion Loan(s), or such other form for the presentation\nof such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions\ngenerally.\n\n“CREFC®\nSchedule AL File”: The data file in the “Schedule AL File” format substantially in the form of and containing\nthe information required by Items 1111(h)(1), 1111(h)(2) and 1111(h)(3) of Regulation AB, Item 1125 of Regulation AB and Item 601(b)(102)\nof Regulation S-K and otherwise called for therein, or such other form containing such required information for the presentation of\nsuch information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally,\nwhich in any case shall include all information required by Items 1111(h)(1), 1111(h)(2) and 1111(h)(3) of Regulation AB, Item 1125 of\nRegulation AB and Item 601(b)(102) of Regulation S-K.\n\n“CREFC®\nServicer Realized Loss Template”: A report substantially in the form of, and containing the information called for in, the downloadable\nform of the “Servicer Realized Loss Template” available as of the Closing Date on the CREFC® Website, or such\nother form for the presentation of such information and containing such additional information as may from time to time be approved by\nthe CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nServicer Remittance to Certificate Administrator Template”: A report substantially in the form of, and containing the information\ncalled for in, the downloadable form of the “Interest Servicer Remittance to Certificate Administrator Template” available\nas of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing\nsuch additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions\ngenerally.\n\n“CREFC®\nServicer Watch List/Portfolio Review Guidelines”: As of each Determination Date a report, including and identifying each Performing\nServiced Loan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the CREFC®\nin the “CREFC® Servicer Watch List” format substantially in the form of and containing the information called\nfor therein for the Mortgage Loans and any Trust Subordinate Companion Loan(s), or such other form (including other portfolio review guidelines) for\nthe presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities\ntransactions generally.\n\n“CREFC® Significant\nInsurance Event Template”: A report substantially in the form of, and containing the information called for in, the downloadable\nform of the “Interest Significant Insurance Event Template” available as of the Closing Date on the CREFC® Website, or\nsuch other form for the presentation of such information and containing such additional information as may from time to time be approved\nby the CREFC® for commercial mortgage securities transactions generally.\n\n - 45 - \n\n \n\n“CREFC®\nSpecial Servicer Loan File”: The data file in the “CREFC® Special Servicer Loan File” format substantially\nin the form of and containing the information called for therein for the Mortgage Loans and any Trust Subordinate Companion Loan(s), or\nsuch other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial\nmortgage securities transactions generally.\n\n“CREFC®\nSpecial Servicer Property File”: The data file in the “CREFC® Special Servicer Property File” format\nsubstantially in the form of and containing the information called for therein for the Mortgage Loans and any Trust Subordinate Companion\nLoan(s), or such other form for the presentation of such information as may be approved from time to time by the CREFC®\nfor commercial mortgage securities transactions generally.\n\n“CREFC®\nTotal Loan Report”: The report in the “Total Loan Report” format substantially in the form of and containing the\ninformation called for therein for the Mortgage Loans and Trust Subordinate Companion Loan(s), or such other form for the presentation\nof such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions\ngenerally.\n\n“CREFC®\nWebsite”: The CREFC®’s website located at *www.crefc.org* or such other primary website as the CREFC®\nmay establish for dissemination of its report forms.\n\n“CREFI”:\nCiti Real Estate Funding Inc., a New York corporation, and its successors in interest.\n\n“CREFI Mortgage\nLoan Purchase Agreement”: The mortgage loan purchase agreement, dated as of the Closing Date, by and between CREFI and the Depositor.\n\n“CREFI Mortgage\nLoans”: The Mortgage Loans (or portions thereof) transferred by CREFI to the Depositor and/or the Trust pursuant to the CREFI\nMortgage Loan Purchase Agreement and this Agreement.\n\n“Cross-Collateralized\nGroup”: Any group of Mortgage Loans that are cross-collateralized and cross-defaulted with each other; *provided*\nthat a Mortgage Loan shall be part of a Cross-Collateralized Group only if and for so long as such Mortgage Loan is cross-collateralized\nand cross-defaulted with each other Mortgage Loan in such Cross-Collateralized Group. **For the avoidance of doubt, there are\nno Cross-Collateralized Groups included as assets of the Trust as of the Closing Date.**\n\n“Cross-Collateralized\nMortgage Loan”: Any Mortgage Loan that is part of a Cross-Collateralized Group.\n\n“Cross-Over\nDate”: The first Distribution Date as of which (prior to any distributions of principal or allocations of Realized Losses on\nsuch Distribution Date) the Certificate Balances of the Class A-S, Class B, Class C, Class D, Class E, Class F-RR\nand Class G-RR Certificates have all been previously reduced to zero due to the application of applicable Realized Losses.\n\n - 46 - \n\n \n\n“Cumulative Appraisal\nReduction Amount”: As of any date of determination: (a) with respect to the Mortgage Loans, the sum of (i) all Appraisal\nReduction Amounts then in effect with respect to the Mortgage Loans, and (ii) with respect to any Mortgage Loan that is an AB Modified\nLoan, any Collateral Deficiency Amount then in effect; and (b) with respect to any Trust Subordinate Companion Loan, the portion of any\nAppraisal Reduction Amount and/or Collateral Deficiency Amount then in effect with respect to the related Trust Subordinate Companion\nWhole Loan that is allocable to such Trust Subordinate Companion Loan. Monthly, no later than 5:00 p.m. New York time on each Determination\nDate, the Special Servicer shall calculate and report in writing to the Master Servicer the Cumulative Appraisal Reduction Amounts provided\nfor in clause (a) (but solely with respect to the Serviced Mortgage Loans) and clause (b) of the prior sentence; *provided, however,*that no report shall be due by the Special Servicer in any month where there is no Appraisal Reduction Amount or Collateral Deficiency\nAmount for any Serviced Loan. No later than 2:00 p.m., New York City time, on the second Business Day prior to each Distribution\nDate and to the extent the Master Servicer has received the information, the Master Servicer shall report in writing to the Certificate\nAdministrator (i) the Cumulative Appraisal Reduction Amount with respect to the Mortgage Loans (by adding the amount reported to\nit by the Special Servicer with respect to the Serviced Mortgage Loans pursuant to the preceding sentence with any Appraisal Reduction\nAmounts and/or Collateral Deficiency Amounts reported to the Master Servicer, in each case, by the related Outside Servicer, related Outside\nSpecial Servicer or other applicable party under the related Outside Servicing Agreement, as then being in effect with respect to any\nOutside Serviced Mortgage Loan) and (ii) any Cumulative Appraisal Reduction Amount with respect to any Trust Subordinate Companion Loan\nthat is reported to it by the Special Servicer pursuant to the preceding sentence. The Certificate Administrator and the Master Servicer\nshall be entitled to conclusively rely without further investigation or verification on the Special Servicer’s calculation or determination\nof any Appraisal Reduction Amount, Collateral Deficiency Amount or Cumulative Appraisal Reduction Amount with respect to a Serviced Mortgage\nLoan and a Trust Subordinate Companion Loan as provided above in this definition as well as any information provided by an Outside Servicer,\nan Outside Special Servicer or other applicable party under an Outside Servicing Agreement regarding any Appraisal Reduction Amount or\nCollateral Deficiency Amount with respect to any Outside Mortgage Loan. None of the Master Servicer (except as provided above in this\ndefinition), the Trustee nor the Certificate Administrator shall calculate or verify any Cumulative Appraisal Reduction Amount. With respect\nto any Class of Trust Certificates, references in this Agreement to any Cumulative Appraisal Reduction Amount allocable to such Class\nmean the aggregate portion of any Appraisal Reduction Amounts and/or Collateral Deficiency Amounts comprising such Cumulative Appraisal\nReduction Amount that are allocable to such Class under this Agreement.\n\n“Cure/Contest Period”:\nAs defined in Section 11.01(b)(vii).\n\n“Custodial Agreement”:\nThe custodial agreement, if any, from time to time in effect between the Custodian named therein (if other than the Certificate Administrator)\nand the Certificate Administrator, as the same may be amended or modified from time to time in accordance with the terms thereof. For\nthe avoidance of doubt, as of the Closing Date, the Custodian is the Certificate Administrator.\n\n - 47 - \n\n \n\n“Custodian”:\nAny custodian appointed pursuant to Section 5.10 of this Agreement and, unless the Certificate Administrator is such custodian,\nnamed pursuant to any Custodial Agreement. The Custodian may (but need not) be the Trustee, the Certificate Administrator or the\nMaster Servicer or any Affiliate or agent of the Trustee, the Certificate Administrator or the Master Servicer, but may not be the Depositor,\na Mortgage Loan Seller or any Affiliate thereof. The Certificate Administrator shall be the initial Custodian.\n\n“Cut-off Date”:\nWith respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in May 2026 for that Mortgage Loan or Serviced Companion\nLoan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to May 2026,\nthe date that would have been its Due Date in May 2026 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable,\nif a Monthly Payment were scheduled to be due in that month).\n\n“Cut-off Date Balance”:\nWith respect to any Mortgage Loan or Serviced Companion Loan, the outstanding principal balance of such Mortgage Loan or Serviced Companion\nLoan, as applicable, as of the Cut-off Date, after application of all payments of principal due on or before such date, whether or not\nreceived (or, if such Mortgage Loan was originated subsequent to the Cut-off Date, its original principal balance).\n\n“Debt Service Coverage\nRatio”: With respect to any Mortgage Loan (or Serviced Whole Loan, if applicable), for any twelve-month period covered by\nan annual operating statement for the related Mortgaged Property, the ratio of (i) Net Operating Income produced by the related Mortgaged\nProperty during such period to (ii) the aggregate amount of Monthly Payments (which do not include Balloon Payments) due under such\nMortgage Loan (or Serviced Whole Loan, if applicable) during such period; *provided* that with respect to the Mortgage Loans (and\nwith respect to any Serviced Whole Loan that includes a Mortgage Loan) identified on the Mortgage Loan Schedule as paying interest only\nfor a specified period of time set forth in the related Loan Documents and then paying principal and interest, the related Monthly Payment\nwill be calculated (for purposes of this definition only) to include interest and principal (based on the remaining amortization term\nindicated in the Mortgage Loan Schedule).\n\n“Default”:\nAn event of default under any Mortgage Loan (or Serviced Whole Loan, if applicable) or an event which, with the passage of time or the\ngiving of notice, or both, would constitute an event of default under such Mortgage Loan (or Serviced Whole Loan, if applicable).\n\n“Default Interest”:\nWith respect to any Mortgage Loan or Serviced Companion Loan, all interest other than Excess Interest accrued in respect of such Mortgage\nLoan or Serviced Companion Loan as provided in the related Note or Mortgage as a result of a default (exclusive of late payment charges)\nthat is in excess of interest at the related Mortgage Rate.\n\n“Default Rate”:\nWith respect to each Mortgage Loan or Serviced Companion Loan, the *per annum* rate at which interest accrues on such Mortgage Loan\nor Serviced Companion Loan, as the case may be, following any event of default on such Mortgage Loan or Serviced Companion Loan, as the\ncase may be, including a default in the payment of a Monthly Payment or a Balloon Payment.\n\n - 48 - \n\n \n\n“Defaulted Loan”:\nA Serviced Loan or Serviced Whole Loan (i) that is delinquent at least sixty days in respect of its Monthly Payments or delinquent\nin respect of its Balloon Payment, if any, in either case such delinquency to be determined without giving effect to any grace period\npermitted by the related Mortgage or Note and without regard to any acceleration of payments under the related Mortgage and Note or (ii) as\nto which the Master Servicer or Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness\nevidenced by the related Note.\n\n“Defaulted Mortgage\nLoan”: A Mortgage Loan that is a Defaulted Loan.\n\n“Defaulted Serviced\nWhole Loan”: Any Serviced Whole Loan with respect to which the related Serviced Mortgage Loan or a related Serviced Companion\nLoan is a Defaulted Loan.\n\n“Defeasance Loan”:\nThose Trust Loans that provide the related Mortgagor with the option to defease the related Mortgaged Property.\n\n“Defective Mortgage\nLoan”: As defined in Section 2.03(a) of this Agreement.\n\n“Deficient Exchange\nAct Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer, the Certificate Administrator, the Custodian, the Trustee and each Servicing Function Participant and Additional Servicer retained\nby it (other than a Mortgage Loan Seller Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered\npublic accounting firm, attorney or other agent retained by such party to prepare such item and (z) delivered by or on behalf of such\nparty pursuant to the delivery requirements under Article X of this Agreement, that does not conform to the applicable reporting\nrequirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and/or the rules and regulations promulgated thereunder.\n\n“Definitive Certificate”:\nAny Trust Certificate in fully registered certificated form without interest coupons.\n\n“Delinquent Loan”:\nA Mortgage Loan that is delinquent at least sixty (60) days in respect of its Monthly Payments or Balloon Payment, if any, in either\ncase such delinquency to be determined without giving effect to any Grace Period.\n\n“Depositor”:\nCitigroup Commercial Mortgage Securities Inc., a Delaware corporation, and its successors and assigns.\n\n“Depository”:\nThe Depository Trust Company or a successor appointed by the Certificate Registrar (which appointment shall be at the direction of the\nDepositor if the Depositor is legally able to do so).\n\n“Depository Participant”:\nA Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities deposited with the Depository.\n\n“Designated Site”:\nThe internet website to which Diligence Files are uploaded as designated by the Depositor to the Mortgage Loan Sellers, initially located\nat *www.intralinks.com*.\n\n - 49 - \n\n \n\n“Determination Date”:\nThe eleventh day of each calendar month (or, if the eleventh day of that month is not a Business Day, the next Business Day), commencing\nin June 2026.\n\n“Diligence File”:\nWith respect to each Mortgage Loan, collectively the following documents in electronic format:\n\n(a)       A\ncopy of each of the following documents:\n\n(i)                            (A)\nthe Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the Trustee on\nbehalf of the Certificateholders and the Uncertificated VRR Interest Owner or in blank, and further showing a complete, unbroken chain\nof endorsement from the originator (if such originator is not the applicable Mortgage Loan Seller) (or, alternatively, if the original\nexecuted Note has been lost, a lost note affidavit and indemnity with a copy of such Note), and (B) if such Mortgage Loan is part\nof a Serviced Whole Loan, the executed Note for each related Serviced Companion Loan;\n\n(ii)                          the\nMortgage, together with any and all intervening assignments thereof, in each case (unless the particular item has not been returned from\nthe applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office (if\nin the possession of the applicable Mortgage Loan Seller);\n\n(iii)                      any\nrelated Assignment of Leases (if such item is a document separate from the Mortgage), together with any and all intervening assignments\nthereof, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording\nindicated thereon or certified by the applicable recorder’s office (if in the possession of the applicable Mortgage Loan Seller);\n\n(iv)                     final\nwritten modification agreements in those instances where the terms or provisions of the Note for such Mortgage Loan (or, if applicable,\nany Note of a related Serviced Companion Loan) or the related Mortgage have been modified, in each case (unless the particular item has\nnot been returned from the applicable recording office) with evidence of recording indicated thereon if the instrument being modified\nis a recordable document;\n\n(v)                         the\npolicy or certificate of lender’s title insurance issued in connection with such Mortgage Loan (or the related Serviced Whole Loan,\nif applicable) or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a “marked-up”\npro forma title policy marked as binding and executed by an authorized representative of the title insurer or an agreement to provide\nthe same pursuant to binding escrow instructions executed by an authorized representative of the title insurer) to issue such title insurance\npolicy;\n\n(vi)                      the\nGround Lease relating to such Mortgage Loan (or the related Serviced Whole Loan, if applicable), if any, and any ground lessor estoppel;\n\n - 50 - \n\n \n\n(vii)                   the\nrelated Loan Agreement, if any;\n\n(viii)               the\nguaranty under such Mortgage Loan or the related Serviced Whole Loan, if any;\n\n(ix)                       the\nlock box agreement or cash management agreement relating to such Mortgage Loan or the related Serviced Whole Loan, if any;\n\n(x)                           the\nenvironmental indemnity from the related Mortgagor, if any;\n\n(xi)                        the\nrelated escrow agreement and the related security agreement (in each case, if such item is a document separate from the Mortgage) and,\nif applicable, any intervening assignments thereof;\n\n(xii)                    in\nthe case of a Mortgage Loan that is part of a Whole Loan, the related Co-Lender Agreement;\n\n(xiii)                 any\nfiled copies (bearing evidence of filing) or evidence of filing of any UCC financing statements in favor of the originator of such Mortgage\nLoan (or the related Serviced Whole Loan, if applicable) or in favor of any assignee prior to the Trustee and UCC-3 assignment financing\nstatements in favor of the Trustee (or, in each case, a copy thereof certified to be the copy of such assignment submitted or to be submitted\nfor filing), if in the possession of the applicable Mortgage Loan Seller;\n\n(xiv)                in\nthe case of any Loan REMIC Held Mortgage Loan, a copy of the related REMIC Declaration;\n\n(xv)                   in\nthe case of any Mortgage Loan or the related Serviced Whole Loan as to which there exists a related mezzanine loan, the related intercreditor\nagreement;\n\n(xvi)                any\nrelated environmental insurance policy;\n\n(xvii)             any\nletter of credit relating to such Mortgage Loan or the related Serviced Whole Loan and any related assignment thereof; and\n\n(xviii)           any related\nfranchise agreement, property management agreement or hotel management agreement and related comfort letters (together with (i) copies\nof any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee for the benefit of the Certificateholders\nand the Uncertificated VRR Interest Owner the benefits of such comfort letter or (ii) if the related comfort letter contemplates that\na request be made of the related franchisor to issue a replacement comfort letter for the benefit of the Trust or Trustee, a copy of the\nnotice requesting the issuance of such replacement comfort letter) and/or estoppel letters relating to such Mortgage Loan or the related\nServiced Whole Loan and any related assignment thereof;\n\n - 51 - \n\n \n\n(b)       a\ncopy of any engineering reports or property condition reports;\n\n(c)       other\nthan with respect to a hotel property (except with respect to tenanted commercial space within a hotel property), copies of a rent roll;\n\n(d)       for\nany office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance agreements\ndelivered to the related Mortgage Loan Seller;\n\n(e)       a\ncopy of all legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller, and its counsel that\nare privileged communications or constitute legal or other due diligence analyses), if any, delivered in connection with the closing of\nthe related Mortgage Loan;\n\n(f)       a\ncopy of all Mortgagor’s certificates of hazard insurance and/or hazard insurance policies or other applicable insurance policies\n(to the extent not previously included as part of this definition), if any, delivered in connection with the closing of the related Mortgage\nLoan;\n\n(g)       a\ncopy of the appraisal for the related Mortgaged Property or Mortgaged Properties;\n\n(h)       for\nany Mortgage Loan that the related Mortgaged Property or Mortgaged Properties is leased to a single tenant, a copy of the lease;\n\n(i)       a\ncopy of the applicable Mortgage Loan Seller’s asset summary;\n\n(j)       a\ncopy of all surveys for the related Mortgaged Property or Mortgaged Properties;\n\n(k)       a\ncopy of all zoning reports;\n\n(l)       a\ncopy of financial statements of the related Mortgagor;\n\n(m)       a\ncopy of operating statements for the related Mortgaged Property or Mortgaged Properties;\n\n(n)       a\ncopy of all UCC searches;\n\n(o)       a\ncopy of all litigation searches;\n\n(p)       a\ncopy of all bankruptcy searches;\n\n(q)       a\ncopy of the origination settlement statement;\n\n(r)       a\ncopy of any Insurance Summary Report;\n\n(s)       a\ncopy of the organizational documents of the related Mortgagor and any guarantor;\n\n - 52 - \n\n \n\n(t)       a\ncopy of any escrow statements related to the escrow account balances as of the Mortgage Loan origination date, if not included in the\norigination settlement statement;\n\n(u)       the\noriginal or a copy of all related environmental reports that were received by the applicable Mortgage Loan Seller;\n\n(v)       unless\nalready included as part of the environmental reports, a copy of any closure letter (environmental); and\n\n(w)       unless\nalready included as part of the environmental reports, a copy of any environmental remediation agreement for the related Mortgaged Property\nor Mortgaged Properties;\n\nin each case, to the extent that the related\noriginator received such documents in connection with the origination of such Mortgage Loan. In the event any of the items identified\nabove were not received in connection with the origination of such Mortgage Loan (other than documents that would not be included in connection\nwith the origination of the Mortgage Loan because such document is inapplicable to the origination of a Mortgage Loan of that structure\nor type, taking into account whether or not such Mortgage Loan has any additional debt), the Diligence File shall include a statement\nto that effect. No information that is proprietary to the related originator or Mortgage Loan Seller or any draft documents, privileged\nor internal communications, credit underwriting or due diligence analysis shall constitute part of the Diligence File. It is not required\nto include any of the same items identified above again if such items have already been included under another clause of the definition\nof Diligence File, and the Diligence File shall include a statement to that effect. The Mortgage Loan Seller may, without any obligation\nto do so, include such other documents as part of the Diligence File that such Mortgage Loan Seller believes should be included to enable\nthe Asset Representations Reviewer to perform the Asset Review on such Mortgage Loan; *provided* that such documents are clearly\nlabeled and identified.\n\n“Diligence File\nCertification”: As defined in Section 2.01(i) of this Agreement.\n\n“Directing Holder”:\nWith respect to any Serviced Mortgage Loan or, if applicable, Serviced Whole Loan:\n\n(a)       except\n(i) with respect to an Excluded Mortgage Loan, (ii) with respect to a Trust Subordinate Companion Whole Loan prior to a related\nControl Appraisal Period with respect to the related Trust Subordinate Companion Loan, (iii) with respect to any Serviced Outside\nControlled Whole Loan, and (iv) during any period that a Control Termination Event has occurred and is continuing, the Controlling\nClass Representative;\n\n(b)       with\nrespect to any Serviced Outside Controlled Whole Loan (which may include a Servicing Shift Whole Loan or a Serviced Whole Loan with a\nControlling Subordinate Companion Loan held outside the Trust), if and for so long as the applicable Companion Loan Holder or its representative\nis entitled under the related Co-Lender Agreement to exercise consent rights similar to those entitled to be exercised by the Controlling\nClass Representative (when it is the Directing Holder under the circumstances described in clause (a) of this definition), the related\nOutside Controlling Note Holder; and\n\n - 53 - \n\n \n\n(c)       with\nrespect to a Trust Subordinate Companion Whole Loan (i) for so long as no related Control Appraisal Period exists or is deemed to exist\nwith respect to the related Trust Subordinate Companion Loan and no related Loan-Specific Control Termination Event exists or is deemed\nto exist, the related Loan-Specific Controlling Class Representative (if and for so long as the related Loan-Specific Controlling Class\nRepresentative is entitled to act as Directing Holder) and (ii) for so long as a related Control Appraisal Period exists or is deemed\nto exist with respect to the related Trust Subordinate Companion Loan and a Control Termination Event does not exist, the Controlling\nClass Representative;\n\n*provided*, that with respect to any Serviced\nWhole Loan, the rights of the Directing Holder will be subject to and may be limited by the terms and provisions of any related Co-Lender\nAgreement.\n\nFor the avoidance of doubt:\n(A) the Controlling Class Representative will not be the Directing Holder with respect to a particular Mortgage Loan or Whole Loan if\nand for so long as (1) a Control Termination Event is in effect, (2) the related Mortgage Loan is an Excluded Mortgage Loan, (3) the related\nServiced Whole Loan is a Serviced Outside Controlled Whole Loan, and/or (4) with respect to a Trust Subordinate Companion Whole Loan,\nno related Control Appraisal Period exists or is deemed to exist with respect to the related Trust Subordinate Companion Loan; (B) the\nrelated Loan-Specific Controlling Class Representative will not be the Directing Holder with respect to a Trust Subordinate Companion\nWhole Loan if and for so long as a related Control Appraisal Event exists or is deemed to exist with respect to the related Trust Subordinate\nCompanion Loan or a Loan-Specific Control Termination Event exists or is deemed to exist; and (C) the related Outside Controlling\nNote Holder will be the Directing Holder with respect to a Serviced Outside Controlled Whole Loan only if and for so long as such note\nholder or note holder representative is entitled under the related Co-Lender Agreement to exercise consent rights similar to those\nentitled to be exercised by the Controlling Class Representative (when it is the Directing Holder under the circumstances described in\nclause (a) of the prior paragraph of this definition).\n\nFurther for the avoidance\nof doubt, with respect to any Mortgage Loan or Whole Loan, if none of the Controlling Class Representative, an Outside Controlling Note\nHolder or a Loan-Specific Controlling Class Representative, as applicable, is a Directing Holder in accordance with the foregoing definition,\nthen there will be no Directing Holder for that Serviced Mortgage Loan or Serviced Whole Loan.\n\n“Directly Operate”:\nWith respect to any REO Property, the furnishing or rendering of services to the tenants thereof that are not customarily provided to\ntenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5),\nthe management or operation of such REO Property, the holding of such REO Property primarily for sale to customers in the ordinary course\nof a trade or business or any use of such REO Property in a trade or business conducted by the Trust Fund, or the performance of any construction\nwork on the REO Property, other than through an Independent Contractor; *provided*, *however*, that the Special Servicer, on\nbehalf of the Trust Fund, shall not be considered to Directly Operate an REO Property solely because the Special Servicer, on behalf of\nthe Trust Fund, establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and\n\n - 54 - \n\n \n\ninsurance, or makes decisions as to repairs\nor capital expenditures with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).\n\n“Disclosable Special\nServicer Fees”: With respect to any Serviced Loan or related REO Property, any compensation and other remuneration (including,\nwithout limitation, in the form of commissions, brokerage fees and rebates) received or retained by the Special Servicer or any of its\nAffiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor, any Manager, any guarantor or indemnitor\nin respect of a Serviced Loan and any purchaser of any Serviced Loan or REO Property (or an interest in an REO Property related to a Serviced\nWhole Loan, if applicable) in connection with the disposition, workout or foreclosure of any Serviced Loan, the management or disposition\nof any REO Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this\nAgreement, other than (1) any compensation which is payable to the Special Servicer under this Agreement, and (2) any Permitted Special\nServicer/Affiliate Fees. For the avoidance of doubt, any compensation or other remuneration that an entity acting in the capacities of\nboth the Master Servicer and Special Servicer is entitled to in its capacity as Master Servicer pursuant to this Agreement will not constitute\nDisclosable Special Servicer Fees.\n\n“Dispute Resolution\nConsultation”: As defined in Section 2.03(g) of this Agreement.\n\n“Dispute Resolution\nCut-off Date”: As defined in Section 2.03(g) of this Agreement.\n\n“Dispute Resolution\nRequesting Holder”: Either a Requesting Certificateholder or a Consultation Requesting Certificateholder, as applicable.\n\n“Disqualified Non-U.S.\nTax Person”: With respect to a Class R Certificate, any Non-U.S. Tax Person or agent thereof other than (i) a\nNon-U.S. Tax Person that holds the Class R Certificate in connection with the conduct of a trade or business within the United\nStates and has furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (ii) a Non-U.S.\nTax Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel to\nthe effect that the transfer of the Class R Certificate to it is in accordance with the requirements of the Code and the regulations\npromulgated thereunder and that such transfer of the Class R Certificate will not be disregarded for federal income tax purposes.\n\n“Disqualified Organization”:\nAny of (a) the United States, a State or any political subdivision thereof, any possession of the United States, or any agency or\ninstrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax\nand, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any such governmental\nunit), (b) a foreign government, International Organization or agency or instrumentality of either of the foregoing, (c) an\norganization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated\nbusiness taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R\nCertificates (except certain farmers’ cooperatives described in Code Section 521), (d) rural electric and telephone cooperatives\ndescribed in Code\n\n - 55 - \n\n \n\nSection 1381(a)(2) or (e) any other\nPerson so designated by the Certificate Registrar based upon an Opinion of Counsel to the effect that any Transfer to such Person may\ncause any Trust REMIC to be subject to tax or to fail to qualify as a REMIC for federal income tax purposes at any time that the Certificates\nare outstanding. For purposes of this definition, the terms “United States,” “State” and “International\nOrganization” shall have the meanings set forth in Code Section 7701 or successor provisions.\n\n“Distribution Account”:\nCollectively, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account and any Trust Subordinate Companion\nLoan REMIC Distribution Account(s), each of which may be subaccounts of a single Eligible Account.\n\n“Distribution Date”:\nThe fourth Business Day following each Determination Date, commencing in June 2026. The first Distribution Date shall be June 17, 2026.\n\n“Distribution Date\nStatement”: As defined in Section 4.02(a) of this Agreement.\n\n“Do Not Hire List”:\nThe list, as may be updated at any time, provided by the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator,\nthe Trustee, the Operating Advisor or the Asset Representations Reviewer, which lists certain parties identified by the Depositor as having\nfailed to comply (after any applicable cure period) with their respective obligations under Article X of this Agreement\nor as having failed to comply (after any applicable cure period) with any similar Regulation AB reporting requirements under any other\nsecuritization transaction. For the avoidance of doubt, as of the Closing Date, no parties appear on the Do Not Hire List.\n\n“Document Defect”:\nAs defined in Section 2.03(a) of this Agreement.\n\n“Dodd-Frank\nAct”: The Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time.\n\n“Due Date”:\nWith respect to any Mortgage Loan or Companion Loan, for any calendar month: (i) up to and including the calendar month in which\nits Maturity Date occurs, the day of such month set forth in the related Note on which the Monthly Payment thereon is scheduled to be\nfirst due (without regard to any grace period); (ii) after the calendar month in which its Maturity Date occurred, the day of such\nmonth that would have been the Due Date in accordance with clause (i) of this definition without regard to the occurrence of the\nMaturity Date; and (iii) if such Mortgage Loan or Companion Loan, as applicable, has become an REO Mortgage Loan or REO Companion\nLoan, as applicable, the day of such month that would have been the Due Date in accordance with clause (i) of this definition without\nregard to the occurrence of such event.\n\n“Due Diligence Service\nProvider”: As defined in Section 12.13(l) of this Agreement.\n\n“Due Period”:\nWith respect to any Distribution Date and any Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Companion\nLoan (including any successor REO Companion Loan with respect thereto), the period beginning on the day immediately following the Due\nDate in the month preceding the month in which such Distribution\n\n - 56 - \n\n \n\nDate occurs (or, in the case of the Distribution\nDate occurring in June 2026, if such Mortgage Loan or Companion Loan does not have a Due Date in such preceding month, beginning on the\nday after the date that would have been the Due Date if such Mortgage Loan or Companion Loan had a Due Date in such preceding month) and\nending on and including the Due Date in the month in which such Distribution Date occurs.\n\n“Early Termination\nNotice Date”: Any date as of which (a) the aggregate Stated Principal Balance of the Mortgage Loans (including successor REO\nMortgage Loans with respect thereto) and any Trust Subordinate Companion Loans (including successor REO Companion Loans with respect thereto)\nremaining in the Trust Fund is less than (b) 1.0% of the sum of the aggregate Stated Principal Balance of the Mortgage Pool and any Trust\nSubordinate Companion Loans initially included in the Trust Fund as of the Cut-off Date (excluding, for the purposes of the calculation\nin each of clauses (a) and (b) in this definition, the unpaid principal balance of any Mortgage Loan with a stated maturity date later\nthan May 2031, but only if the termination purchase option contemplated by Section 9.01(c) is to be exercised after the Distribution\nDate in May 2031).\n\n“EDGAR”:\nThe Commission’s Electronic Data Gathering and Retrieval System.\n\n“EDGAR-Compatible\nFormat”: (a) With respect to the CREFC® Schedule AL File, the Schedule AL Additional File and any other information required\npursuant to Item 1111(h) of Regulation AB, XML Format or such other format as mutually agreed to between the Depositor, Certificate\nAdministrator and the Master Servicer and (b) with respect to any other document or information, any format compatible with EDGAR, including\nHTML, Word, Excel or clean, searchable PDFs.\n\n“EHRI Trust Subordinate\nCompanion Loan Securitization”: A Trust Subordinate Companion Loan Securitization Transaction, that is characterized by risk\nretention that, in whole or in part, is in the form of an “eligible horizontal residual interest” held by a “third-party\npurchaser” in accordance with Rule 7 of Regulation RR. **For the avoidance of doubt, the Trust Fund will not include any Trust\nSubordinate Companion Loans and, accordingly, there will not be any EHRI Trust Subordinate Companion Loan Securitization and all references\nto “EHRI Trust Subordinate Companion Loan Securitization” in this Agreement shall be disregarded.**\n\n“Eligible Account”:\nAny of: (i) a segregated account or accounts maintained with a federal or state chartered depository institution or trust company\n(including the Trustee and the Certificate Administrator), (A) the long-term unsecured debt obligations (or short-term unsecured\ndebt obligations if the account holds funds for less than 30 days) or commercial paper of which are rated by Fitch in its highest\nrating category at all times (or, in the case of the REO Account, Collection Account, Whole Loan Custodial Account, Interest Reserve Account,\nExcess Liquidation Proceeds Reserve Account and Escrow Account, the long-term unsecured debt obligations (or short-term unsecured\ndebt obligations if the account holds funds for less than 30 days) or deposit account rating of which are rated at least “AA-”\nby Fitch (or “A” by Fitch so long as the short-term deposit or short-term unsecured debt obligations of such depository\ninstitution or trust company are rated no less than “F1” by Fitch) or, if applicable, the short-term rating equivalent\nthereof, which is at least “F1” by Fitch) and (B) the obligations of which satisfy\n\n - 57 - \n\n \n\nthe Applicable Moody’s Permitted Investment\nRating; (ii) a segregated account or accounts maintained with Citibank, N.A. or Wells Fargo Bank, National Association so long as\nthe long-term unsecured debt rating or deposit account rating of Citibank, N.A. or Wells Fargo Bank, National Association, as applicable,\nshall be at least “A” by Fitch (or “A-“ by Fitch so long as the short-term deposit or short-term unsecured debt\nobligations of Citibank, N.A. or Wells Fargo Bank, National Association, as applicable, are rated no less than “F1” by Fitch)\nand “A2” by Moody’s (if the deposits are to be held in the account for more than 30 days) or the short-term\ndeposit account or short-term unsecured debt rating of Citibank, N.A. or Wells Fargo Bank, National Association, as applicable, shall\nbe at least “F1” by Fitch and “P-1” by Moody’s (if the deposits are to be held in the account for 30 days\nor less); (iii) a segregated trust account or accounts maintained with the corporate trust department of a federal or state chartered\ndepository institution or trust company that, in either case, has corporate trust powers, acting in its fiduciary capacity, which institution\nor trust company has a combined capital and surplus of at least $50,000,000, is (in the case of a state chartered depository institution\nor trust company) subject to regulations substantially similar to 12 C.F.R. §9.10(b), and is subject to supervision or examination\nby federal and state authority, and the long-term unsecured debt obligations of which are rated at least “A2” by Moody’s\nand “A” from Fitch (if the deposits are to be held in the account for more than thirty (30) days) or a short-term unsecured\ndebt rating of at least “P-1” by Moody’s and at least “F1” from Fitch (if the deposits are to be held in\nthe account for thirty (30) days or less); (iv) such other segregated account or accounts that, but for the failure to satisfy\none or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) through (iii) above,\nwith respect to which (A) a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth\nin the applicable clause is not satisfied with respect to such account, and (B) if such other account is rated below an investment\ngrade rating or investment grade assessment by Fitch or Moody’s, a Rating Agency Confirmation has been obtained from KBRA and each\nCompanion Loan Rating Agency; or (v) such other account or accounts not listed in clauses (i) through (iv) above with respect\nto which a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, has been obtained from each Rating\nAgency and Companion Loan Rating Agency. Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate\nof deposit, passbook or other similar instrument.\n\n“Eligible Asset\nRepresentations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations reviewer\non a transaction rated by any of Moody’s, Fitch, KBRA, S&P or Morningstar DBRS and that has not been a special servicer, operating\nadvisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, KBRA, S&P or Morningstar DBRS has\nqualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction citing servicing\nor other relevant concerns with such special servicer, operating advisor or asset representations reviewer, as applicable, as the sole\nor material factor in such rating action, (b) can and will make the representations and warranties set forth in Section 2.10(a),\n(c) is not (and is not affiliated with or, in the case of the Third Party Purchaser or any Loan-Specific Third Party Purchaser, Risk\nRetention Affiliated with) a Sponsor, a Mortgage Loan Seller, an originator, the Master Servicer, the Special Servicer, the Depositor,\nthe Certificate Administrator, the Trustee, a Directing Holder, any Risk Retention Consultation Party, the Third Party Purchaser, any\nLoan-Specific Third Party Purchaser or any of their respective Affiliates, (d) has not performed (and is not affiliated with any\nparty hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or\n\n - 58 - \n\n \n\nsimilar services with respect to any Mortgage\nLoan or any related Companion Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter,\nany Initial Purchaser, a Directing Holder, any Risk Retention Consultation Party, a Third Party Purchaser, any Loan-Specific Third Party\nPurchaser or any of their respective Affiliates, or have been paid any fees, compensation or other remuneration by any of them in connection\nwith any such services, and (e) does not directly or indirectly, through one or more Affiliates or otherwise, own any interest in\nany Trust Certificates, any Uncertificated Interest, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan\nor otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its\nrole as Asset Representations Reviewer (or as Operating Advisor, if applicable).\n\n“Eligible\nOperating Advisor”: An entity (i) that is the special servicer or operating advisor on a transaction rated by any\nof Moody’s, Fitch, KBRA, S&P and/or Morningstar DBRS but has not been the special servicer or operating advisor on a\ntransaction for which Moody’s, Fitch, KBRA, S&P and/or Morningstar DBRS has qualified, downgraded or withdrawn its rating\nor ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or\noperating advisor, as applicable, as the sole or material factor in such rating action, (ii) that (x) has (or all of\nthe personnel responsible for supervising the Operating Advisor’s performance of its obligations under this Agreement have)\nbeen regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and\nhas (or have) at least five years of experience in collateral analysis and loss projections, and (y) has (or all of the\npersonnel responsible for supervising the Operating Advisor’s performance of its obligations under this Agreement have) at\nleast five years of experience in commercial real estate asset management and experience in the workout and management of distressed\ncommercial real estate assets, (iii) that can and will make the representations and warranties set forth in Section 2.09(a)\nof this Agreement, (iv) that is not (and is not affiliated (including Risk Retention Affiliated) with) the Depositor, the\nTrustee, the Certificate Administrator, the Master Servicer, the Special Servicer, any Mortgage Loan Seller, any Directing Holder, a\nThird Party Purchaser, any Loan-Specific Third Party Purchaser, any Consulting Party (other than the Operating Advisor) or a\ndepositor, a trustee, a certificate administrator, a master servicer or a special servicer with respect to the securitization of a\nCompanion Loan, or any of their respective Affiliates (including Risk Retention Affiliates), (v) that has not been paid any fees,\ncompensation or other remuneration by any entity acting as Special Servicer or successor Special Servicer (x) in respect of\nits obligations under this Agreement or (y) for the recommendation of the replacement of the Special Servicer or the\nappointment of a successor special servicer to become the Special Servicer and (vi) that does not directly or indirectly,\nthrough one or more Affiliates or otherwise, own any interest in any Trust Certificates, any Uncertificated Interest, any Mortgage\nLoans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the\nsecuritization transaction to which this Agreement relates, other than in fees from its role as Operating Advisor or any fees to\nwhich it is entitled as Asset Representations Reviewer, if the Person acting as Operating Advisor is also acting as Asset\nRepresentations Reviewer.\n\n“Emergency Advance”:\nAny Property Advance that, pursuant hereto, the Special Servicer is required to either (a) make (in its sole discretion in accordance\nwith the Servicing Standard) or (b) to request the Master Servicer to make, that must be made in an emergency situation or on an\nurgent basis within two (2) Business Days of the Special Servicer becoming aware that it must be made in order to avoid any material penalty,\nany material harm to a\n\n - 59 - \n\n \n\nMortgaged Property securing a Serviced Loan\nor any other material adverse consequence to the Trust Fund or any related Companion Loan Holder.\n\n“Enforcing Party”:\nIn connection with any Repurchase Request, (i) in the event one or more Dispute Resolution Requesting Holders has delivered a Final\nDispute Resolution Election Notice with respect thereto pursuant to Section 2.03(g) of this Agreement, with respect to the\nmediation or arbitration that arises out of such Final Dispute Resolution Election Notice, such Dispute Resolution Requesting Holder(s),\nor (ii) in all other cases, the Enforcing Servicer.\n\n“Enforcing Servicer”:\nThe Special Servicer.\n\n“Environmental Report”:\nThe environmental audit report or reports with respect to each Mortgaged Property delivered to the related Mortgage Loan Seller in\nconnection with the origination or acquisition of the related Mortgage Loan.\n\n“ERISA”:\nThe Employee Retirement Income Security Act of 1974, as it may be amended from time to time.\n\n“ERISA Restricted\nCertificate”: Any Class E, Class F-RR or Class G-RR Certificate or, if transferred through Citigroup Global Markets Inc., Goldman\nSachs & Co. LLC, Deutsche Bank Securities Inc. or Barclays Capital Inc., any Class VRR Certificate (if issued); *provided*\nthat any such Certificate: (a) will cease to be considered an ERISA Restricted Certificate and (b) will cease to be subject\nto the transfer restrictions with respect to ERISA Restricted Certificates contained in Section 5.03(n) of this Agreement\nif, as of the date of a proposed transfer of such Certificate, (i) it is rated in one of the four highest generic ratings categories\nby a credit rating agency that meets the requirements of the Underwriter Exemption or (ii) relevant provisions of ERISA would permit\nthe transfer of such Certificate to a Plan.\n\n“Escrow Account”:\nAs defined in Section 3.04(b) of this Agreement.\n\n“Escrow Payment”:\nAny payment made by any Mortgagor to the Master Servicer pursuant to the related Mortgage, Lock-Box Agreement or Loan Agreement for\nthe account of such Mortgagor for application toward the payment of taxes, insurance premiums, assessments, ground rents, mandated improvements\nand similar items in respect of the related Mortgaged Property.\n\n“Euroclear”:\nEuroclear Bank, as operator of the Euroclear System, and its successors in interest.\n\n“Excess Interest”:\nWith respect to each ARD Loan, additional interest accrued on such ARD Loan after the Anticipated Repayment Date allocable to the difference\nbetween the Revised Rate and the Mortgage Rate, *plus* any compound interest thereon (to the extent permitted by applicable law and\nthe related Loan Documents). The Excess Interest on any ARD Loan shall not be an asset of any Trust REMIC, but rather shall be an asset\nof the Grantor Trust. **Because the Trust Fund will not include ARD Loans as of the Closing Date, there will be no Excess Interest. Accordingly,\nall references in this Agreement to “Excess Interest” shall be disregarded.**\n\n - 60 - \n\n \n\n“Excess Interest\nCertificates”: Any Trust Certificates issued under this Agreement that are designated as evidencing an interest in the Excess\nInterest. **Because the Trust Fund will not include ARD Loans as of the Closing Date, there will be no Excess Interest. Accordingly,\nthere will be no Excess Interest Certificates and all references to “Excess Interest Certificate” and “Excess Interest\nCertificates” shall be disregarded.**\n\n“Excess Interest\nDistribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.05(d)\nof this Agreement in trust for the Holders of the Excess Interest Certificates and the Excess Interest Uncertificated Interests, which\n(subject to changes in the identities of the Certificate Administrator and/or the Trustee) shall be entitled “Citibank, N.A., as\nCertificate Administrator, on behalf of Wilmington Savings Fund Society, FSB, as Trustee, for the benefit of the registered Holders of\nBenchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, Classes [RESERVED], Excess Interest\nDistribution Account.” Any such account shall be an Eligible Account. The Excess Interest Distribution Account shall be held solely\nfor the benefit of the Holders of the Excess Interest Certificates and the Excess Interest Uncertificated Interests. The Excess Interest\nDistribution Account shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust. **Because the Trust\nFund will not include ARD Loans as of the Closing Date, there will be no Excess Interest. Accordingly, there will be no Excess Interest\nDistribution Account and all references to “Excess Interest Distribution Account” shall be disregarded.**\n\n“Excess Interest\nUncertificated Interest”:  Any Uncertificated Interest issued under this Agreement that is designated as evidencing an\ninterest in the Excess Interest. **Because the Trust Fund will not include ARD Loans as of the Closing Date, there will be no Excess\nInterest.  Accordingly, there will be no Excess Interest Uncertificated Interests and all references to “Excess Interest Uncertificated\nInterest” and “Excess Interest Uncertificated Interests” shall be disregarded.**\n\n“Excess Liquidation\nProceeds”: With respect to any Mortgage Loan (and any related Trust Subordinate Companion Loan), the excess of (i) Liquidation\nProceeds of that Mortgage Loan (and any such related Trust Subordinate Companion Loan) or any related REO Property (net of any related\nLiquidation Expenses and any amounts payable to a related Serviced Companion Loan Holder (in connection with a Serviced Companion Loan\nheld outside the Trust) pursuant to the related Co-Lender Agreement), *over* (ii) the amount that would have been received\nif a principal payment in full had been made, and all other outstanding amounts had been paid, with respect to such Mortgage Loan (and\nany such related Trust Subordinate Companion Loan) on the Due Date immediately following the date on which such proceeds were received.\nWith respect to any Outside Serviced Mortgage Loan, Excess Liquidation Proceeds shall mean such Outside Serviced Mortgage Loan’s\n*pro rata* share of any “Excess Liquidation Proceeds” determined in accordance with the applicable Outside Servicing\nAgreement and the related Co-Lender Agreement that are received by the Trust.\n\n“Excess Liquidation\nProceeds Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant\nto Section 3.05(c) of this Agreement in trust for the Certificateholders and the Uncertificated VRR Interest Owner, which\n(subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall\n\n - 61 - \n\n \n\nbe entitled “Citibank, N.A., as Certificate\nAdministrator, on behalf of Wilmington Savings Fund Society, FSB, as Trustee, for the benefit of the registered Holders of Benchmark 2026-V22\nMortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, and the Uncertificated VRR Interest Owner, Excess\nLiquidation Proceeds Reserve Account.” Any such account shall be an Eligible Account.\n\n“Excess Modification\nFees”: With respect to any Serviced Mortgage Loan (or Serviced Whole Loan, if applicable), the sum of (A) the excess of\n(i) any and all Modification Fees with respect to any modification, waiver, extension or amendment of any of the terms of a Serviced\nMortgage Loan (or Serviced Whole Loan, if applicable), *over* (ii) all unpaid or unreimbursed Advances and Additional Trust\nFund Expenses (including, without limitation, interest on unreimbursed Advances to the extent not otherwise paid or reimbursed by the\nrelated Mortgagor (including indirect reimbursement from Penalty Charges or otherwise), but excluding (1) Special Servicing Fees, Workout\nFees and Liquidation Fees, and (2) Borrower Delayed Reimbursements) outstanding or previously incurred hereunder with respect to the related\nServiced Mortgage Loan (or Serviced Whole Loan, if applicable) and reimbursed from such Modification Fees (which such Advances and Additional\nTrust Fund Expenses shall be reimbursed from such Modification Fees), and (B) Advances and Additional Trust Fund Expenses previously\npaid or reimbursed from Modification Fees as described in the preceding clause (A), which Advances and Additional Trust Fund Expenses\nhave been recovered from the related Mortgagor as Penalty Charges, specific reimbursements or otherwise. All Excess Modification Fees\nearned by the Special Servicer shall offset any future Workout Fees or Liquidation Fees payable with respect to the related Serviced Mortgage\nLoan (or Serviced Whole Loan, if applicable) or REO Property; *provided* that if the Serviced Mortgage Loan (or Serviced Whole Loan,\nif applicable) ceases being a Corrected Loan, and is subject to a subsequent modification, any Excess Modification Fees earned by the\nSpecial Servicer prior to such Serviced Mortgage Loan (or Serviced Whole Loan, if applicable) ceasing to be a Corrected Loan shall no\nlonger be offset against future Liquidation Fees and Workout Fees unless such Serviced Mortgage Loan (or Serviced Whole Loan, if applicable)\nceased to be a Corrected Loan within 18 months of it becoming a modified Serviced Mortgage Loan (or modified Serviced Whole Loan,\nif applicable). If such Mortgage Loan (or Serviced Whole Loan) ceases to be a Corrected Loan, the Special Servicer shall be entitled to\na Liquidation Fee or Workout Fee (to the extent not previously offset) with respect to the new modification, waiver, extension or amendment\nor future liquidation of the Specially Serviced Loan or related REO Property (including in connection with a repurchase, sale, refinance,\ndiscounted or full payoff or other liquidation); *provided* that any Excess Modification Fees earned and paid to the Special Servicer\nin connection with such subsequent modification, waiver, extension or amendment (or, as contemplated by the preceding proviso, a prior\nmodification, waiver, extension or amendment) shall be applied to offset such Liquidation Fee or Workout Fee to the extent described above.\nWithin any prior 12-month period, all Excess Modification Fees earned by the Master Servicer or the Special Servicer (after taking\ninto account any offset described above applied during such 12-month period) with respect to any Serviced Mortgage Loan (or Serviced\nWhole Loan, if applicable) shall be subject to a cap equal to the greater of (i) 1% of the outstanding principal balance of such Serviced\nMortgage Loan (or Serviced Whole Loan, if applicable) after giving effect to such transaction, and (ii) $25,000.\n\n“Excess Penalty\nCharges”: With respect to any Serviced Loan and any Collection Period, the sum of (A) the excess of (i) any and all\nPenalty Charges collected in respect of such\n\n - 62 - \n\n \n\nServiced Loan during such Collection Period,\n*over* (ii) all unpaid or unreimbursed Advances and Additional Trust Fund Expenses (including, without limitation, Advances\nand interest on Advances to the extent not otherwise paid or reimbursed by the related Mortgagor, Special Servicing Fees, Workout Fees\nand Liquidation Fees) outstanding or previously incurred on behalf of the Trust (and, if applicable, the related Serviced Companion Loan\nHolder(s)) with respect to such Serviced Loan and reimbursed from such Penalty Charges (which such Advances and Additional Trust Fund\nExpenses shall be reimbursed from such Penalty Charges) in accordance with Section 3.14 of this Agreement and (B) Advances\nand expenses previously paid or reimbursed from Penalty Charges as described in the immediately preceding clause (A), which Advances\nand expenses have been recovered from the related Mortgagor or otherwise.\n\n“Excess Prepayment\nInterest Shortfall”: With respect to any Distribution Date, (i) with respect to the Mortgage Loans, the aggregate of any\nPrepayment Interest Shortfalls resulting from any principal prepayments made on the Mortgage Loans to be included in the Aggregate Available\nFunds for such Distribution Date that are not covered by the portion of the Master Servicer’s Compensating Interest Payment for\nthe related Distribution Date allocable to the Mortgage Loans or, in the case of an Outside Serviced Mortgage Loan, the portion of any\ncompensating interest payments allocable to such Outside Serviced Mortgage Loan to the extent received from the related Outside Servicer,\nand (ii) with respect to any Trust Subordinate Companion Loan, the amount of any Prepayment Interest Shortfall resulting from any\nprincipal prepayment made on such Trust Subordinate Companion Loan to be included in the applicable Trust Subordinate Companion Loan Available\nFunds for such Distribution Date that is not covered by the portion of the Master Servicer’s Compensating Interest Payment for the\nrelated Distribution Date allocable to such Trust Subordinate Companion Loan.\n\n“Excess Servicing\nFees”: With respect to each Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) and Trust Subordinate\nCompanion Loan (including any successor REO Companion Loan with respect thereto), that portion of the Servicing Fee that accrues at a\n*per annum* rate equal to the Excess Servicing Fee Rate.\n\n“Excess Servicing\nFee Rate”: With respect to each Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) and Trust Subordinate\nCompanion Loan (including any successor REO Companion Loan with respect thereto), a rate *per annum* equal to 0%.\n\n“Excess Servicing\nFee Right”: With respect to each Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) and Trust Subordinate\nCompanion Loan (including any successor REO Companion Loan with respect thereto), the right to receive Excess Servicing Fees. In the absence\nof any transfer of the Excess Servicing Fee Right, the Master Servicer shall be the owner of such Excess Servicing Fee Right.\n\n“Exchange Act”:\nThe Securities Exchange Act of 1934, as amended and the rules and regulations thereunder.\n\n“Excluded Controlling\nClass Holder”: With respect to any Excluded Controlling Class Mortgage Loan, the Controlling Class Representative, any\nControlling Class Certificateholder, any Loan-Specific Controlling Class Representative or any Loan-Specific\n\n - 63 - \n\n \n\nControlling Class Certificateholder, as applicable,\nthat is a Borrower Party with respect to such Excluded Controlling Class Mortgage Loan. Promptly upon obtaining actual knowledge\nof any such party becoming an “Excluded Controlling Class Holder”, the Controlling Class Representative, Controlling Class\nCertificateholder, Loan-Specific Controlling Class Representative or Loan-Specific Controlling Class Certificateholder, as the\ncase may be, shall provide notice in the form of Exhibit M-1F hereto to the Master Servicer, the Special Servicer, the\nOperating Advisor, the Asset Representations Reviewer, the Trustee and the Certificate Administrator, which such notice shall be delivered\nin accordance with Section 12.04 of this Agreement and shall specifically identify the Excluded Controlling Class Holder and\nthe subject Excluded Controlling Class Mortgage Loan. Additionally, any Excluded Controlling Class Holder shall also send to the\nCertificate Administrator a notice substantially in the form of Exhibit M-1G hereto, which notice shall provide the CitiDirect\nLogin User ID associated with such Excluded Controlling Class Holder, and which notice shall direct the Certificate Administrator to restrict\nsuch Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided in\nthis Agreement.\n\n“Excluded Controlling\nClass Mortgage Loan”: (i) Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Controlling\nClass Representative or any Controlling Class Certificateholder, as applicable, is a Borrower Party; or (ii) a Trust Subordinate Companion\nWhole Loan with respect to which, as of any date of determination, the related Loan-Specific Controlling Class Representative or any related\nLoan-Specific Controlling Class Certificateholder is a Borrower Party, *provided* that in the case of this clause (ii) that a related\nControl Appraisal Period is not continuing. For the avoidance of doubt, if a Mortgage Loan or a Whole Loan is not an Excluded Controlling\nClass Mortgage Loan, such Mortgage Loan or Whole Loan also is not an Excluded Mortgage Loan.\n\n“Excluded Information”:\nWith respect to any Excluded Controlling Class Mortgage Loan, any information and reports solely relating to such Excluded Controlling\nClass Mortgage Loan and/or the related Mortgaged Property or portfolio of Mortgaged Properties, including, without limitation, any\nAsset Status Reports, Final Asset Status Reports (or summaries thereof), any Appraisals, inspection reports (related to Specially Serviced\nLoans conducted by the Special Servicer or the Excluded Mortgage Loan Special Servicer, as applicable), any Officer’s Certificates\ndelivered by the Master Servicer, the Special Servicer or the Trustee pursuant to Section 3.20(c) or Section 4.06(b)\nsupporting a non-recoverability determination, the Operating Advisor Annual Reports, any determination of the Special Servicer’s\nnet present value calculation, any Appraisal Reduction Amount calculations, environmental assessments, seismic reports and property condition\nreports and such other information and reports designated as Excluded Information (other than such information with respect to such Excluded\nControlling Class Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool level) by the Master Servicer,\nthe Special Servicer or the Operating Advisor, as the case may be. For the avoidance of doubt, any file or report contained in the CREFC®\nInvestor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File and CREFC® Special Servicer\nProperty File relating to any Excluded Controlling Class Mortgage Loan) and any Schedule AL Additional File shall not be considered\n“Excluded Information.” Each of the Master Servicer, the Special Servicer or the Operating Advisor shall deliver any Excluded\nInformation for posting to the Certificate Administrator’s Website to the Certificate Administrator in accordance with Section 3.32\nhereof. For the avoidance of doubt, the Certificate Administrator’s obligation\n\n - 64 - \n\n \n\nto segregate any information delivered to it\nunder the “Excluded Information” tab on the Certificate Administrator’s Website shall be triggered solely by such information\nbeing delivered in the manner provided in Section 3.32 hereof.\n\n“Excluded Mortgage\nLoan”: If the Controlling Class Representative is or would otherwise be the Directing Holder or a Consulting Party with respect\nto such Mortgage Loan, a Mortgage Loan or related Whole Loan with respect to which, as of any date of determination, the Controlling Class\nRepresentative or a Controlling Class Certificateholder (or Controlling Class Certificateholders in the aggregate) of more than 50% of\nthe Controlling Class (by Certificate Balance) is (or are) a Borrower Party (or are Borrower Parties, as applicable). For the avoidance\nof doubt, any Excluded Mortgage Loan is also an Excluded Controlling Class Mortgage Loan.\n\n“Excluded Mortgage\nLoan Special Servicer”: With respect to any Excluded Special Servicer Mortgage Loan, a Special Servicer that is not a Borrower\nParty and satisfies all of the eligibility requirements applicable to the Special Servicer set forth in this Agreement.\n\n“Excluded RRCP Mortgage\nLoan”: With respect to any Risk Retention Consultation Party as of any date of determination, a Mortgage Loan or Whole Loan\nwith respect to which such Risk Retention Consultation Party or the Person(s) entitled to appoint such Risk Retention Consultation Party\nis a Borrower Party.\n\n“Excluded Special\nServicer Information”: With respect to any Excluded Special Servicer Mortgage Loan, any information and reports solely relating\nto such Excluded Special Servicer Mortgage Loan and/or the related Mortgaged Property or portfolio of Mortgaged Properties, including,\nwithout limitation, any Asset Status Reports, Final Asset Status Reports (or summaries thereof), any Appraisals, inspection reports, any\nOfficer’s Certificates delivered by the Master Servicer, the related Excluded Mortgage Loan Special Servicer or the Trustee pursuant\nto Section 3.20(c) or Section 4.06(b) supporting a non-recoverability determination, the Operating Advisor\nAnnual Reports (*provided* that the Special Servicer or the Excluded Mortgage Loan Special Servicer, as applicable, shall be entitled\nto access and view any Operating Advisor Annual Report relating to itself, even if such report also includes information about any Excluded\nSpecial Servicer Mortgage Loan), any determination of the related Excluded Mortgage Loan Special Servicer’s net present value calculation,\nany Appraisal Reduction Amount calculations, environmental assessments, seismic reports and property condition reports and such other\ninformation and reports designated as Excluded Special Servicer Information (other than such information with respect to such Excluded\nSpecial Servicer Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool level) by the Master Servicer, the\nrelated Excluded Mortgage Loan Special Servicer or the Operating Advisor, as the case may be. For the avoidance of doubt, any file or\nreport contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC®\nSpecial Servicer Loan File and CREFC® Special Servicer Property File relating to any Excluded Special Servicer Mortgage\nLoan, which shall be Excluded Special Servicer Information) shall not be considered “Excluded Special Servicer Information.”\n\n“Excluded Special\nServicer Mortgage Loan”: As of any date of determination, any Mortgage Loan or Whole Loan with respect to which the related\nSpecial Servicer, to its knowledge, is a Borrower Party.\n\n - 65 - \n\n \n\n“FDIC”:\nThe Federal Deposit Insurance Corporation, and its successors in interest.\n\n“Final Asset Status\nReport”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such other data or supporting\ninformation provided by the Special Servicer to any applicable Directing Holder or Consulting Party or, if different, the Operating Advisor\nor any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), in each case, which does not include any\ncommunications (other than the related Asset Status Report) between the Special Servicer, on the one hand, and any applicable Directing\nHolder or Consulting Party, on the other hand, with respect to such Specially Serviced Loan; *provided* that no Asset Status Report\nshall be considered to be a Final Asset Status Report unless any applicable Directing Holder has either finally approved of and consented\nto the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval and consent pursuant to this\nAgreement, or has been deemed to have approved or consented to such action, or unless the Asset Status Report is otherwise being implemented\nby the Special Servicer in accordance with this Agreement.\n\n“Final Dispute Resolution\nElection Notice”: As defined in Section 2.03(g) of this Agreement.\n\n“Final Recovery\nDetermination”: With respect to any defaulted Mortgage Loan or Serviced Whole Loan that is a Specially Serviced Loan (or, in\nthe case of an Outside Serviced Mortgage Loan, the equivalent under the applicable Outside Servicing Agreement) or REO Mortgage Loan,\nas the case may be, a determination that there has been a recovery of all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds,\nREO Proceeds and other payments or recoveries that the Special Servicer, or the related Outside Special Servicer with respect to an Outside\nServiced Mortgage Loan (if it is a “Specially Serviced Loan” (or an analogous concept) under the applicable Outside Servicing\nAgreement) or any related REO Property, has determined in accordance with the Servicing Standard will ultimately be recoverable; *provided*\nthat with respect to each Outside Serviced Mortgage Loan, the Final Recovery Determination shall be made by the related Outside Special\nServicer in accordance with the applicable Outside Servicing Agreement.\n\n“Fitch”:\nFitch Ratings, Inc. or its successors in interest. If neither Fitch Ratings, Inc. nor any successor remains in existence, “Fitch”\nshall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated\nby the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the\nSpecial Servicer and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined\nby the Depositor) of the party so designated.\n\n“Form 8-K\nDisclosure Information”: As defined in Section 10.07 of this Agreement.\n\n“GACC”:\nGerman American Capital Corporation, a Maryland corporation, and its successors in interest.\n\n - 66 - \n\n \n\n“GACC Mortgage Loan\nPurchase Agreement”: The mortgage loan purchase agreement, dated as of the Closing Date, by and between GACC and the Depositor.\n\n“GACC Mortgage Loans”:\nThe Mortgage Loans (or portions thereof) transferred by GACC to the Depositor and/or the Trust pursuant to the GACC Mortgage Loan Purchase\nAgreement and this Agreement.\n\n“General Special\nServicer”: As defined in Section 6.08(i) of this Agreement.\n\n“Global Certificates”:\nAny Trust Certificate registered in the name of the Depository or its nominee.\n\n“Grace Period”:\nThe number of days before a payment default is an event of default under the related Mortgage Loan or Companion Loan.\n\n“Grantor Trust”:\nA segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust” under the Grantor\nTrust Provisions, consisting of any Grantor Trust Assets, beneficial ownership of which is represented by the Grantor Trust Certificates\nand the Grantor Trust Uncertificated Interests. **For the avoidance of doubt, there will not be any Grantor Trust Assets. Accordingly,\nthere will not be a Grantor Trust, and all references in this Agreement to “Grantor Trust” shall be disregarded.**\n\n“Grantor Trust Assets”:\nThe portion of the Trust Fund consisting of any Excess Interest collected on the ARD Loans, the Excess Interest Distribution Account and\nany amounts held from time to time in the Excess Interest Distribution Account. **For the avoidance of doubt, there will be no Grantor\nTrust Assets, and all references in this Agreement to “Grantor Trust Asset” and “Grantor Trust Assets” shall be\ndisregarded.**\n\n“Grantor Trust Certificates”:\nAny Certificates issued under this Agreement that are designated as evidencing an interest in the Grantor Trust. **For the avoidance\nof doubt, there will be no Grantor Trust. Accordingly, there will be no Grantor Trust Certificates, and all references in this Agreement\nto “Grantor Trust Certificate” and “Grantor Trust Certificates” shall be disregarded.**\n\n“Grantor Trust Provisions”:\nSubpart E of part I of subchapter J of the Code and Treasury Regulations Section 301.7701-4(c).\n\n“Grantor Trust Uncertificated\nInterest”:  Any Uncertificated Interest issued under this Agreement that is designated as evidencing an interest in the\nGrantor Trust. **For the avoidance of doubt, there will be no Grantor Trust.  Accordingly, there will be no Grantor Trust Uncertificated\nInterests, and all references in this Agreement to “Grantor Trust Uncertificated Interest” and “Grantor Trust Uncertificated\nInterests” shall be disregarded.**\n\n“Ground Lease”:\nThe ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property.\n\n“GS Bank”:\nGoldman Sachs Bank USA, and its successors in interest.\n\n - 67 - \n\n \n\n“GSMC”:\nGoldman Sachs Mortgage Company, a New York limited partnership, and its successors in interest.\n\n“GSMC Mortgage Loan\nPurchase Agreement”: The mortgage loan purchase agreement, dated as of the Closing Date, by and between GSMC and the Depositor.\n\n“GSMC Mortgage Loans”:\nThe Mortgage Loans (or portions thereof) transferred by GSMC to the Depositor and/or the Trust pursuant to the GSMC Mortgage Loan Purchase\nAgreement and this Agreement.\n\n“Hazardous Materials”:\nAny dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation, those so identified pursuant\nto the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 *et seq*., or any other\nenvironmental laws now or hereafter existing, and specifically including, without limitation, asbestos and asbestos-containing materials,\npolychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being “in\ninventory,” “usable work in process” or similar classification which would, if classified as unusable, be included in\nthe foregoing definition.\n\n“Holder”:\nWith respect to: (i) any Certificate, a Certificateholder; (ii) any Loan-Specific Certificate, a Loan-Specific Certificateholder; (iii)\nany Uncertificated Interest, the related Uncertificated Interest Owner; and (iv) any Lower-Tier Regular Interest or Trust Subordinate\nCompanion Loan REMIC Regular Interest, the Trustee for the benefit of the applicable Trust Certificateholders and Uncertificated Interest\nOwners.\n\n“HRR Interest”:\nCollectively, the Class F-RR and Class G-RR Certificates, which are purchased for cash by the Third Party Purchaser from the Initial Purchasers\non the Closing Date.\n\n“HRR Interest Transfer\nRestriction Period”: With respect to the HRR Interest, the period from the Closing Date to the earliest of: (i) the date that\nis latest of (A) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced to 33% of\nthe aggregate Cut-off Date Balance of the Mortgage Loans, (B) the date on which the sum of the aggregate outstanding Certificate Balance\nof the Principal Balance Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest has been reduced\nto 33% of the sum of the aggregate outstanding Certificate Balance of the Principal Balance Certificates and the Uncertificated VRR Interest\nBalance of the Uncertificated VRR Interest as of the Closing Date, and (C) two (2) years after the Closing Date; (ii) the date on which\nall of the Mortgage Loans have been defeased in accordance with Rule 7(b)(8)(i) of Regulation RR; and (iii) the date on which Regulation\nRR has been officially abolished (and the securitization transaction contemplated by this Agreement is not subject to any other applicable\ncredit risk retention requirements under the Dodd-Frank Act) or, based on a written opinion of counsel reasonably acceptable to the Depositor\nand the Retaining Sponsor, officially determined by the Regulatory Agencies to be no longer applicable to the securitization transaction\ncontemplated by this Agreement or the HRR Interest.\n\n“Impermissible Risk\nRetention Affiliate”: As defined in Section 3.34.\n\n - 68 - \n\n \n\n“Impermissible TPP\nAffiliate”: As defined in Section 3.34.\n\n“Indemnified Party”:\nAs defined in Section 8.05(c) or Section 12.13(d), as applicable, as the context requires.\n\n“Indemnifying Party”:\nAs defined in Section 8.05(c), Section 10.12 or Section 12.13(d), as applicable, as the context requires.\n\n“Independent”:\nWhen used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any material\nindirect financial interest, in any of a Mortgage Loan Seller, the Depositor, the Trustee, the Operating Advisor, the Asset Representations\nReviewer, the Certificate Administrator, the Master Servicer, the Special Servicer, the Controlling Class Representative, any Risk Retention\nConsultation Party, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative) or any Affiliate\nthereof, and (ii) is not connected with any such Person as an officer, employee, promoter, underwriter, trustee, partner, director\nor Person performing similar functions; *provided*, *however*, that a Person shall not fail to be Independent of the Mortgage\nLoan Sellers, the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Controlling Class Representative, the Operating\nAdvisor, the Asset Representations Reviewer, the Certificate Administrator, any Mortgagor, any Companion Loan Holder (or, if applicable,\nits Companion Loan Holder Representative) or any Affiliate thereof merely because such Person is (A) compensated for services by,\nor (B) the beneficial owner of 1% or less of any class of securities issued by, the Depositor, the Mortgage Loan Sellers, the Trustee,\nthe Master Servicer, the Special Servicer, the Controlling Class Representative, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Administrator, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative)\nor any Affiliate thereof, as the case may be, *provided* that such ownership constitutes less than 1% of the total assets owned by\nsuch Person.\n\n“Independent Contractor”:\nEither (i) any Person that would be an “independent contractor” with respect to the applicable Trust REMIC within the\nmeaning of Code Section 856(d)(3) if such Trust REMIC were a real estate investment trust (except that the ownership tests set\nforth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of\nTrust Certificates or Uncertificated Interest or 35% or more of the aggregate value of all Trust Interests), *provided* that such\nTrust REMIC does not receive or derive any income from such Person and the relationship between such Person and the Trust REMIC is at\narm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except neither the Master Servicer\nnor the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless\nan Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) addressed to the Master Servicer,\nthe Trustee and the Certificate Administrator has been delivered to the Trustee and the Certificate Administrator to that effect) or\n(ii) any other Person (including the Master Servicer and the Special Servicer) if the Master Servicer, on behalf of itself,\nthe Trustee and the Certificate Administrator has received an Opinion of Counsel (at the expense of the party seeking to be deemed an\nIndependent Contractor) to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions\ntherein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to\ncease to qualify as “foreclosure property” within the meaning of Code\n\n - 69 - \n\n \n\nSection 860G(a)(8) (determined without\nregard to the exception applicable for purposes of Code Section 860D(a)) or cause any income realized in respect of such REO\nProperty to fail to qualify as Rents from Real Property (*provided* that such income would otherwise so qualify).\n\n“Initial Interest\nDeposit Amount”: With respect to each Mortgage Loan and Trust Subordinate Companion Loan that accrues interest on an Actual/360\nBasis, if the initial Distribution Date occurs in February (except during a leap year) or March, a cash amount equal to (i) if the initial\nDistribution Date is in February, one day of interest (except during a leap year), and (ii) if the initial Distribution Date is in March,\ntwo days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Rate on the related Cut-off\nDate Balance of such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, which amount is required to be delivered by the\nrelated Mortgage Loan Seller to the Certificate Administrator on the Closing Date for deposit into the Interest Reserve Account pursuant\nto Section 1 of the related Mortgage Loan Purchase Agreement.\n\n“Initial Master\nServicer”: Trimont LLC or its successor in interest.\n\n“Initial Month’s\nInterest Deposit Amount”: With respect to each Mortgage Loan, if any, that does not have a Monthly Payment due in June 2026,\na cash amount that represents 31 days of interest accrued on the Cut-off Date Balance of such Mortgage Loan at the related Mortgage Rate,\nwhich amount is required to be delivered by the related Mortgage Loan Seller to the Master Servicer on the Closing Date for deposit into\nthe Collection Account pursuant to Section 1 of the related Mortgage Loan Purchase Agreement.\n\n“Initial Purchasers”:\nCitigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Barclays Capital Inc., Bancroft Capital, LLC\nand Drexel Hamilton, LLC..\n\n“Initial Requesting\nCertificateholder”: With respect to a Mortgage Loan, the first Certificateholder or Certificate Owner (in either case, other\nthan a Holder or Certificate Owner of the Class VRR Certificates) to deliver a Certificateholder Repurchase Request as described\nin Section 2.03(f) with respect to such Mortgage Loan. For the avoidance of doubt, there may not be more than one Initial\nRequesting Certificateholder with respect to any Mortgage Loan, and a Holder of a Class VRR Certificate may not be an Initial Requesting\nCertificateholder.\n\n“Initial Schedule\nAL Additional File”: The data file containing additional information or schedules regarding data points in the Initial Schedule\nAL File and filed as Exhibit 103 to the Form ABS-EE or, if applicable, Form ABS-EE/A incorporated by reference in the Prospectus.\n\n“Initial Schedule\nAL File”: The data file prepared by, or on behalf of, the Depositor and filed as Exhibit 102 to the Form ABS-EE or,\nif applicable, Form ABS-EE/A incorporated by reference in the Prospectus.\n\n“Initial Uncertificated\nVRR Interest Owner”: With respect to the Uncertificated VRR Interest, GS Bank.\n\n“Inquiries”:\nAs defined in Section 4.02(a) of this Agreement.\n\n - 70 - \n\n \n\n“Institutional Accredited\nInvestor”: An entity that qualifies as an “accredited investor” within the meaning of Rule 501(a) (1),\n(2), (3) or (7) of Regulation D under the Act or any entity in which all of the equity owners qualify as “accredited investors”\nwithin the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Act.\n\n“Insurance Proceeds”:\nProceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to a Mortgage Loan (including an Outside\nServiced Mortgage Loan) or Trust Subordinate Companion Loan (including any amounts paid by the Master Servicer pursuant to Section 3.07\nof this Agreement); *provided* that, in the case of an Outside Serviced Mortgage Loan, “Insurance Proceeds” under\nthis Agreement shall be limited to any related proceeds of the type described above in this definition that are received by the Trust\nFund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement\nor, if no allocation is provided in the related Co-Lender Agreement, as allocated pursuant to the applicable Outside Servicing Agreement.\n\n“Insurance Summary\nReport”: With respect to each Mortgage Loan, a report or other summary prepared either by the related Mortgage Loan Seller or\na third party insurance consultant on behalf of the related Mortgage Loan Seller that provides a summary of all insurance policies covering\nthe related Mortgaged Property(ies), identifying the insurance provider, applicable ratings of each such provider and the amount of coverage\nand any applicable deductible.\n\n“Interest Accrual\nAmount”: (a) With respect to any Distribution Date and any Class of Non-Vertically Retained Principal Balance Certificates,\nan amount equal to interest for the related Interest Accrual Period accrued at the applicable Pass-Through Rate for such Class on\nthe related Certificate Balance outstanding immediately prior to such Distribution Date; and (b) with respect to any Distribution Date\nand a Class of the Class X Certificates, an amount equal to the Accrued Component Interest for the related Interest Accrual\nPeriod for the applicable Component (or, if there are multiple related Components, the sum of the Accrued Component Interest for the related\nInterest Accrual Period for all of the respective Components) for such Class for such Interest Accrual Period. Calculations of interest\nfor each Interest Accrual Period shall be made on 30/360 Basis.\n\n“Interest Accrual\nPeriod”: With respect to any Distribution Date, the calendar month prior to the month in which such Distribution Date occurs.\n\n“Interest Distribution\nAmount”: With respect to any Distribution Date and any Class of Non-Vertically Retained Regular Certificates, an amount\nequal to (A) the sum of (i) the Interest Accrual Amount with respect to such Class for such Distribution Date and (ii) the\nInterest Shortfall Carryforward, if any, with respect to such Class for such Distribution Date, *less* (B) any Excess Prepayment\nInterest Shortfall with respect to the Mortgage Pool allocated to such Class on such Distribution Date pursuant to Section 4.01(j).\n\n“Interest Reserve\nAccount”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.23\nof this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled\n“Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Savings Fund Society, FSB, as Trustee, for the benefit of\nthe registered Holders of Benchmark 2026-V22\n\n - 71 - \n\n \n\nMortgage Trust, Commercial Mortgage Pass-Through\nCertificates, Series 2026-V22, and the Uncertificated Interest Owners, Interest Reserve Account” and which shall be an Eligible\nAccount.\n\n“Interest Shortfall\nCarryforward”: With respect to any Distribution Date for any Class of Non-Vertically Retained Regular Certificates,\nsubject to increase as provided in Section 4.01(g) of this Agreement, the sum of (a) the portion of the Interest Distribution\nAmount for such Class remaining unpaid as of the close of business on the preceding Distribution Date (if any), and (b) to the\nextent permitted by applicable law, (i) in the case of a Class of Non-Vertically Retained Principal Balance Certificates,\none month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class for the subject\nDistribution Date, and (ii) in the case of a Class of Class X Certificates, one month’s interest on that amount remaining\nunpaid at the WAC Rate for the subject Distribution Date.\n\n“Interested Person”:\nAs of any date of determination, any party to this Agreement, any Mortgage Loan Seller, any applicable Directing Holder or Consulting\nParty, any Mortgagor, any holder of a related mezzanine loan, any manager of a Mortgaged Property, any Independent Contractor engaged\nby the Special Servicer pursuant to Section 3.16 of this Agreement, or any Person actually known to a Responsible Officer\nof the Trustee or the Certificate Administrator to be an Affiliate of any of the preceding entities; and, with respect to a Defaulted\nServiced Whole Loan, the related Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by\nsuch special servicer), or the trustee for the related Other Securitization Trust, the related Serviced Companion Loan Holder or its Companion\nLoan Holder Representative, any holder of a related mezzanine loan, or any Person actually known to a Responsible Officer of the Trustee\nor the Certificate Administrator to be an Affiliate of any of the preceding entities.\n\n“Interest-Only\nTrust Certificates”: Collectively, the Class X Certificates and any Loan-Specific Class X Certificates. **For the avoidance\nof doubt, no Loan-Specific Class X Certificates will be issued, and the Class X Certificates will be the only Classes of Interest-Only\nTrust Certificates.**\n\n“Investment”:\nAny direct or indirect ownership interest in any security, note or other financial instrument related to the Trust Certificates or issued\nor executed by a Mortgagor, a loan directly or indirectly secured by any of the foregoing or a hedging transaction (however structured)\nthat references or relates to any of the foregoing.\n\n“Investment Account”:\nAs defined in Section 3.07(a) of this Agreement.\n\n“Investment Company\nAct”: The Investment Company Act of 1940, as it may be amended from time to time.\n\n“Investment Decisions”:\nInvestment, trading, lending or other financial decisions, strategies or recommendations with respect to Investments, whether on behalf\nof the Master Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof, the Operating Advisor or any Affiliate\nthereof, the Certificate Administrator or any Affiliate thereof, or the Trustee or any Affiliate thereof, as applicable, or any Person\non whose behalf the Master Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof, the Operating Advisor or\nany\n\n - 72 - \n\n \n\nAffiliate thereof, the Certificate Administrator\nor any Affiliate thereof, or the Trustee or any Affiliate thereof, as applicable, has discretion in connection with Investments.\n\n“Investor Certification”:\nA certificate representing that such Person executing the certificate is a Certificateholder, a Loan-Specific Certificateholder, a Beneficial\nOwner or a prospective purchaser of a Certificate or Loan-Specific Certificate (or any investment advisor or manager of the foregoing),\nan Uncertificated Interest Owner, the Controlling Class Representative or a Loan-Specific Controlling Class Representative (to the\nextent the Controlling Class Representative or such Loan-Specific Controlling Class Representative is not a Certificateholder, a Loan-Specific\nCertificateholder or a Beneficial Owner), a Risk Retention Consultation Party (to the extent such Risk Retention Consultation Party is\nnot a Certificateholder, a Loan-Specific Certificateholder or a Beneficial Owner) or a Serviced Companion Loan Holder or its Companion\nLoan Holder Representative, and that (i) for purposes of obtaining certain information and notices (including access to information and\nnotices on the Certificate Administrator’s Website) pursuant to this Agreement, (A) (1) in the case of a Person that is not the\nControlling Class Representative, a Controlling Class Certificateholder, a Loan-Specific Controlling Class Representative or any Loan-Specific\nControlling Class Certificateholder, such Person is or is not a Borrower Party and such Person is or is not a Risk Retention Consultation\nParty (and, for purposes of obtaining information and notices with respect to a Whole Loan, such Person is not a “borrower party”,\n“borrower restricted party”, “restricted holder” or any other analogous concept under the related Co-Lender Agreement)\nor (2) in the case of the Controlling Class Representative, a Controlling Class Certificateholder, a Loan-Specific Controlling Class\nRepresentative or a Loan-Specific Controlling Class Certificateholder, such Person is or is not a Borrower Party as to any identified\nExcluded Controlling Class Mortgage Loan, and (B) except in the case of a Serviced Companion Loan Holder or its Companion Loan Holder\nRepresentative, such Person has received a copy of the Prospectus, which certificate shall be substantially in the form of Exhibit M-1A,\nExhibit M-1B, Exhibit M-1C, Exhibit M-1D or Exhibit M-1E to this Agreement\nor in the form of an electronic certification contained on the Certificate Administrator’s Website, and/or (ii) for purposes\nof exercising Voting Rights (which does not apply to a prospective purchaser of a Certificate or Loan-Specific Certificate, an Uncertificated\nInterest Owner or a Serviced Companion Loan Holder or its Companion Loan Holder Representative), (A) (1) such Person is not a Borrower\nParty or (2) in the case of the Controlling Class Representative, a Controlling Class Certificateholder, a Loan-Specific Controlling\nClass Representative or a Loan-Specific Controlling Class Certificateholder, such Person is a Borrower Party as to any identified\nExcluded Controlling Class Mortgage Loan, (B) such Person is or is not the Depositor, the Master Servicer, the Special Servicer,\nan Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations\nReviewer, a Mortgage Loan Seller or an Affiliate of any of the foregoing and (C) such Person has received a copy of the Prospectus,\nwhich certificate shall be substantially in the form of Exhibit M-2A or Exhibit M-2B to this Agreement\nor in the form of an electronic certification (which may be a click-through confirmation) contained on the Certificate Administrator’s\nWebsite or the Master Servicer’s website. The Certificate Administrator may require that Investor Certifications are resubmitted\nfrom time to time in accordance with its policies and procedures. For the avoidance of doubt if a Borrower Party is the Controlling Class\nRepresentative, a Controlling Class Certificateholder, a Loan-Specific Class Representative or a Loan-Specific Controlling Class Certificateholder,\nsuch Person (A) shall be prohibited from having access to the Excluded Information solely with respect to the related Excluded Controlling\nClass Mortgage Loan and (B) shall not be permitted to exercise voting or\n\n - 73 - \n\n \n\ncontrol, consultation and/or special servicer\nappointment rights as a member of the Controlling Class solely with respect to the related Excluded Controlling Class Mortgage\nLoan.\n\n“Investor Q&A\nForum”: As defined in Section 4.02(a) of this Agreement.\n\n“Investor Registry”:\nAs defined in Section 4.02(a) of this Agreement.\n\n“IRS”:\nThe Internal Revenue Service.\n\n“KBRA”:\nKroll Bond Rating Agency, LLC or its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA”\nshall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated\nby the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the\nSpecial Servicer and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined\nby the Depositor) of the party so designated.\n\n“Liquidation Event”:\nWith respect to any Trust Loan (or Serviced Whole Loan), any of the following events: (i) such Trust Loan (or Serviced Whole Loan)\nis paid in full; (ii) a Final Recovery Determination is made with respect to such Trust Loan (or Serviced Whole Loan); (iii) such\nTrust Loan is repurchased or substituted for by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Mortgage\nLoan Purchase Agreement; (iv) such Trust Loan is purchased or otherwise acquired by the Special Servicer, the Master Servicer, the\nHolders of the Controlling Class, Holders of a Loan-Specific Controlling Class, Holders of the Class R Certificates, the Remaining\nCertificateholder or Holder(s) of all the Loan-Specific Certificates pursuant to Section 9.01 of this Agreement; (v) such\nTrust Loan (or Serviced Whole Loan) is purchased by the holder of a mezzanine loan or a Subordinate Companion Loan Holder pursuant to\nthe related intercreditor agreement, Co-Lender Agreement or similar agreement; (vi) the taking of a Mortgaged Property (or portion\nthereof) by exercise of the power of eminent domain or condemnation; (vii) such Trust Loan (or Serviced Whole Loan or relevant portion\nthereof) is purchased by any Person in accordance with Section 3.17 of this Agreement; or (viii) in the case of an Outside\nServiced Mortgage Loan, such Mortgage Loan is liquidated by any party pursuant to terms analogous to those set forth in the preceding\nclauses contained in the applicable Outside Servicing Agreement and/or the related Co-Lender Agreement. With respect to any REO Property\n(and the related REO Mortgage Loan or REO Companion Loan(s)), any of the following events: (i) a Final Recovery Determination is\nmade with respect to such REO Property; (ii) such REO Property is purchased or otherwise acquired by the Master Servicer, the Special\nServicer, Holders of the Controlling Class, Holders of the Class R Certificates or the Remaining Certificateholder pursuant to Section 9.01\nof this Agreement; (iii) the taking of a REO Property (or portion thereof) by exercise of the power of eminent domain or condemnation;\n(iv) such REO Property is purchased by the holder of a mezzanine loan or a Subordinate Companion Loan Holder pursuant to the related\nintercreditor agreement, Co-Lender Agreement or similar agreement; or (v) such REO Property is purchased by another party in\naccordance with Section 3.17 of this Agreement.\n\n“Liquidation Expenses”:\nAll customary, reasonable and necessary costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator\nand the Trustee in connection with the liquidation of any Specially Serviced Loan or REO Property\n\n - 74 - \n\n \n\nacquired in respect thereof or final payoff\nof a Corrected Loan (including, without limitation, legal fees and expenses, committee or referee fees, and, if applicable, brokerage\ncommissions, and conveyance taxes associated with such Mortgage Loan or Mortgaged Property).\n\n“Liquidation Fee”:\n(i) With respect to each Specially Serviced Loan as to which the Special Servicer receives a full or discounted payoff (or unscheduled\npartial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout) from the related Mortgagor,\n(ii) except as otherwise described below, with respect to any Serviced Mortgage Loan (or Serviced Whole Loan, if applicable) repurchased\nor substituted, or with respect to which a Loss of Value Payment is made, as contemplated by Section 2.03 of this Agreement,\nand (iii) with respect to any Specially Serviced Loan or any REO Property (other than an REO Property related to an Outside Serviced Mortgage\nLoan) as to which the Special Servicer receives Liquidation Proceeds (including through a trustee’s sale, foreclosure sale or otherwise),\nInsurance Proceeds or Condemnation Proceeds, an amount calculated by the application of the applicable Liquidation Fee Rate to the related\npayment or proceeds (exclusive of any portion of such payoff or proceeds that represents Penalty Charges); *provided* that the Liquidation\nFee with respect to such Specially Serviced Loan or REO Property shall be reduced by the amount of any Excess Modification Fees paid by\nor on behalf of the related Mortgagor with respect to the Specially Serviced Loan or REO Property as described in the definition of “Excess\nModification Fees” in this Agreement, but only to the extent those fees have not previously been deducted from a Workout Fee\nor Liquidation Fee; *provided*, *however*, that, except as contemplated by the preceding proviso with respect to offset in connection\nwith Excess Modification Fees and the next two (2) provisos, no Liquidation Fee will be less than $25,000 with respect to any Serviced\nMortgage Loan (or related Serviced Whole Loan, if applicable); *provided*, *further*, that (a) the Liquidation Fee shall\nbe zero with respect to any Serviced Mortgage Loan or Serviced Whole Loan or any Mortgaged Property purchased, repurchased or substituted\nfor pursuant to clauses (iii) through (v) of the first sentence of the definition of Liquidation Event (unless with respect to (A) clause (iii),\nthe applicable Mortgage Loan Seller does not repurchase or substitute for such Mortgage Loan until after more than 120 days following\nits receipt of notice or discovery of the Material Defect that gave rise to the particular repurchase or substitution obligation, and\n(B) clause (v), the applicable mezzanine loan holder (based on a purchase option set forth under the related intercreditor agreement)\nor the applicable Subordinate Companion Loan Holder (based on a purchase option set forth under the related Co-Lender Agreement) does\nnot purchase such Serviced Mortgage Loan or Serviced Whole Loan within 90 days of the date that the first purchase option related\nto the subject Servicing Transfer Event first becomes exercisable under the related intercreditor agreement or the related Co-Lender\nAgreement, as applicable) or pursuant to clauses (ii) or (iv) of the second sentence of the definition of Liquidation Event\n(unless with respect to clause (iv), the applicable mezzanine loan holder (based on a purchase option set forth under the related\nintercreditor agreement) or the applicable Subordinate Companion Loan Holder (based on a purchase option set forth under the related Co-Lender\nAgreement) does not purchase such REO Property within 90 days of the date that the first purchase option related to the subject Servicing\nTransfer Event first becomes exercisable under the related intercreditor agreement or the related Co-Lender Agreement, as applicable),\n(b) the Liquidation Fee shall be zero with respect to any Serviced Mortgage Loan or Serviced Whole Loan or any Mortgaged Property\nwith respect to which a Loss of Value Payment is made as contemplated by Section 2.03(a) of this Agreement unless the applicable\nMortgage Loan Seller does not make the particular Loss of Value Payment with respect to such Mortgage Loan until after more than 120 days\nfollowing its receipt of notice or discovery of the Material\n\n - 75 - \n\n \n\nDefect that gave rise to the payment of the\nparticular Loss of Value Payment, and (c) the Liquidation Fee with respect to each Serviced Mortgage Loan or REO Mortgage Loan repurchased\nor substituted for after more than 120 days following the Mortgage Loan Seller’s receipt of notice or discovery of a Material\nDefect shall be in an amount equal to the Liquidation Fee Rate of the outstanding principal balance of such Serviced Mortgage Loan or\nREO Mortgage Loan; *provided*, *further,* that if a Serviced Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced\nLoan only because of an event described in clause (a)(ii) of the definition of “Specially Serviced Loan” as a result\nof a payment default at maturity and the related proceeds or payments are received within 3 months following the related maturity date\nin connection with the full and final payoff or refinancing of the related Serviced Mortgage Loan or Serviced Whole Loan, if applicable,\nthe Special Servicer will not be entitled to collect a Liquidation Fee (but the Special Servicer may collect from the related Mortgagor\nand retain any liquidation fee, and such other fees, as are provided for in the related Loan Documents). For the avoidance of doubt, no\nLiquidation Fee is payable in connection with an optional termination of the Trust (or any Trust Subordination Companion Loan REMIC) pursuant\nto Section 9.01.\n\n“Liquidation Fee\nRate”: A rate equal to the lesser of (a) 1.0% or (b) with respect to any Serviced Mortgage Loan (or related Serviced Whole Loan,\nif applicable), such lesser rate as would result in a Liquidation Fee of $1,000,000; *provided*, *however*, that except as contemplated\nin the definition of “Liquidation Fee”, no Liquidation Fee with respect to any Serviced Mortgage Loan (or related Serviced\nWhole Loan, if applicable) will be less than $25,000.\n\n“Liquidation Proceeds”:\nThe amount (other than Insurance Proceeds and Condemnation Proceeds) received in connection with (i) a full or discounted payoff (or unscheduled\npartial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout) with respect to a Specially\nServiced Loan, (ii) a Liquidation Event, (iii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to\nthe Collection Account in accordance with Section 3.06(c) of this Agreement (*provided* that, for the purpose of determining\nthe amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full amount\nof such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any)\nis payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller) or (iv) the transfer of any Threshold\nEvent Collateral to the related Whole Loan Custodial Account pursuant to Section 3.28(e) of this Agreement.\n\n“Loan Agreement”:\nWith respect to any Mortgage Loan or Serviced Whole Loan, the loan agreement, if any, between the related originator(s) and the Mortgagor,\npursuant to which such Mortgage Loan or Serviced Whole Loan was made.\n\n“Loan Documents”:\nWith respect to any Mortgage Loan, or Serviced Whole Loan, the documents executed or delivered in connection with the origination or any\nsubsequent modification of such Mortgage Loan or Serviced Whole Loan, as applicable, or subsequently added to the related Mortgage File,\nand any related Co-Lender Agreement and/or intercreditor agreement.\n\n - 76 - \n\n \n\n“Loan Number”:\nWith respect to any Mortgage Loan, the loan number by which such Mortgage Loan was identified on the books and records of the Depositor\nor any Sub-Servicer for the Depositor, as set forth in the Mortgage Loan Schedule.\n\n“Loan REMIC”:\nAny Mortgage Loan REMIC or Trust Subordinate Companion Loan REMIC, as applicable. **For the avoidance of doubt, none of the Mortgage\nLoans are or will be, as of the Closing Date, the sole Mortgage Loan included in a REMIC, and the Trust Fund will not include any Trust\nSubordinate Companion Loans. Accordingly, there will be no Loan REMICs and all references in this Agreement to “Loan REMIC”\nand “Loan REMICs” shall be disregarded.**\n\n“Loan REMIC Held\nMortgage Loan”: Any Mortgage Loan that is, by itself or together with any related Companion Loan(s), the primary asset(s) of\na Mortgage Loan REMIC, together with any successor REO Mortgage Loan. **For the avoidance of doubt, none of the Mortgage Loans are or\nwill be, as of the Closing Date, the sole Mortgage Loan included in a REMIC, and accordingly, there will be no Loan REMIC Held Mortgage\nLoans and all references in this Agreement to “Loan REMIC Held Mortgage Loan” and “Loan REMIC Held Mortgage Loans”\nshall be disregarded.**\n\n“Loan-Specific Certificate\nOwner”: A Beneficial Owner of any Global Certificate issued with respect to a Class of Loan-Specific Certificates. **For the\navoidance of doubt, no Loan-Specific Certificates shall be issued under this Agreement and, accordingly, there will be no Loan-Specific\nCertificate Owners and all references to “Loan-Specific Certificate Owner” and “Loan-Specific Certificate Owners”\nin this Agreement shall be disregarded.**\n\n“Loan-Specific Certificateholder”:\nWith respect to any Loan-Specific Certificate, the Person whose name is registered in the Certificate Register (including, solely for\nthe purposes of distributing reports, statements or other information pursuant to this Agreement, Loan-Specific Certificate Owners or\npotential transferees of Loan-Specific Certificates to the extent the Person distributing such information has been provided with an appropriate\nInvestor Certification by or on behalf of such Loan-Specific Certificate Owner or potential transferee); *provided*, *however*,\nthat\n\n(a)       solely\nfor the purpose of giving any consent, approval, waiver or taking any action pursuant to this Agreement (including voting on amendments\nto this Agreement) that specifically relates to the rights, duties, compensation or termination of, and/or any other matter specifically\ninvolving, the Depositor, the Master Servicer, the Special Servicer, any Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate\nAdministrator, the Operating Advisor, the Asset Representations Reviewer, any Mortgage Loan Seller or any Person known to a Responsible\nOfficer of the Certificate Registrar to be an Affiliate of any such party, any Loan-Specific Certificate registered in the name of or\nbeneficially owned by such party or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled\nshall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent,\napproval, waiver or take any such action has been obtained;\n\n(b)       solely\nfor the purpose of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Loan-Specific Certificate\nbeneficially owned by a\n\n - 77 - \n\n \n\nBorrower Party shall be deemed not to\nbe outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage\nof Voting Rights necessary to effect any such consent, approval, waiver or take any such action has been obtained (*provided*, that\nnotwithstanding the foregoing, for purposes of exercising any rights it may have solely as a member of the Loan-Specific Controlling Class,\nany Loan-Specific Controlling Class Certificate owned by an Excluded Controlling Class Holder shall be deemed not to be outstanding\nas to such Excluded Controlling Class Holder solely with respect to giving consent and taking any action with respect to any related Excluded\nControlling Class Mortgage Loan); and\n\n(c)       if\nthe Master Servicer, the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is a member of the Loan-Specific\nControlling Class, it shall be permitted to act in such capacity and exercise all rights under this Agreement bestowed upon the Loan-Specific\nControlling Class (other than, with respect to any Excluded Controlling Class Mortgage Loan with respect to which such party\nis an Excluded Controlling Class Holder, as described in the proviso in parenthesis in clause (b) above).\n\nFor the avoidance of doubt,\nnothing contained in this definition will preclude the Special Servicer from performing its duties and exercising its rights in its capacity\nas Special Servicer under this Agreement other than with respect to an Excluded Special Servicer Mortgage Loan. **For the avoidance of\ndoubt, no Loan-Specific Certificates shall be issued under this Agreement and, accordingly, there will be no Loan-Specific Certificateholders\nand all references to “Loan-Specific Certificateholder” and “Loan-Specific Certificateholders” in this Agreement\nshall be disregarded.**\n\n“Loan-Specific Certificates”:\nWith respect to any Trust Subordinate Companion Loan, any commercial mortgage-backed securities issued under this Agreement (exclusive\nof the Class R certificates) evidencing an interest in such Trust Subordinate Companion Loan and any payments and collections thereon.\n**For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund. Accordingly, no Loan-Specific\nCertificates shall be issued under this Agreement and all references to “Loan-Specific Certificate” and “Loan-Specific\nCertificates” in this Agreement shall be disregarded.**\n\n“Loan-Specific Class\nX Certificates”: Loan-Specific Certificates that do not have a Certificate Balance and entitle Holders to distributions of interest\n(exclusive of Excess Interest) accrued on a notional amount. **For the avoidance of doubt, no Trust Subordinate Companion Loans will\nbe included in the Trust Fund. Accordingly, no Loan-Specific Class X Certificates shall be issued under this Agreement and all references\nto “Loan-Specific Class X Certificate” and “Loan-Specific Class X Certificates” in this Agreement shall be disregarded.**\n\n“Loan-Specific Class\nX Strip Rate”: With respect to each Loan-Specific Component for any Distribution Date, a rate *per annum* equal to the\nexcess, if any, of (i) the Net Mortgage Pass-Through Rate with respect to the applicable Trust Subordinate Companion Loan or any successor\nREO Companion Loan for such Distribution Date, *over* (ii) the Pass-Through Rate for the Corresponding Certificates for such Distribution\nDate. **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund. Accordingly,**\n\n - 78 - \n\n \n\n**no Loan-Specific Components shall be issued\nunder this Agreement and all references to “Loan-Specific Class X Strip Rate” shall be disregarded**.\n\n“Loan-Specific Component”:\nWith respect to any Class of Loan-Specific Class X Certificates, a component thereof that accrues interest at the related Loan-Specific\nClass X Strip Rate on the related Loan-Specific Component Notional Amount. **For the avoidance of doubt, no Trust Subordinate Companion\nLoans will be included in the Trust Fund. Accordingly, no Loan-Specific Components shall be issued under this Agreement and all references\nto “Loan-Specific Component” in this Agreement shall be disregarded.**\n\n“Loan-Specific Component\nNotional Amount”: With respect to each Loan-Specific Component and any date of determination, an amount equal to the then outstanding\nTrust Subordinate Companion Loan Principal Balance of the Corresponding Trust Subordinate Companion Loan REMIC Regular Interest for that\nLoan-Specific Component. **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund. Accordingly,\nno Loan-Specific Components shall be issued under this Agreement and all references to “Loan-Specific Component Notional Amount”\nin this Agreement shall be disregarded.**\n\n“Loan-Specific Consultation\nTermination Event”: With respect to any Trust Subordinate Companion Loan and the related Loan-Specific Certificates, the event\nthat will either (a) occur when none of the Classes of related Loan-Specific Control Eligible Certificates has a Certificate Balance,\nwithout regard to the allocation of any Cumulative Appraisal Reduction Amount with respect to the related Trust Subordinate Companion\nWhole Loan then allocable to such Class, that is equal to or greater than 25% of the initial Certificate Balance of that Class of Loan-Specific\nControl Eligible Certificates or (b) be deemed to occur if a Control Appraisal Period occurs or is deemed to occur under the related Co-Lender\nAgreement. **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund and no Loan-Specific\nCertificates shall be issued under this Agreement. Accordingly, all references to “Loan-Specific Consultation Termination Event”\nin this Agreement shall be disregarded.**\n\n“Loan-Specific Control\nEligible Certificates”: With respect to any Trust Subordinate Companion Loan, any related Loan-Specific Principal Balance Certificates\nthat could constitute the related Loan-Specific Controlling Class. **For the avoidance of doubt, no Trust Subordinate Companion Loans\nwill be included in the Trust Fund. Accordingly, no Loan-Specific Control Eligible Certificates shall be issued under this Agreement and\nall references to “Loan-Specific Control Eligible Certificate” and “Loan-Specific Control Eligible Certificates”\nin this Agreement shall be disregarded.**\n\n“Loan-Specific Control\nTermination Event”: With respect to any Trust Subordinate Companion Loan and the related Loan-Specific Certificates, the event\nthat will (a) occur when none of the Classes of related Loan-Specific Control Eligible Certificates has a Certificate Balance (as\nnotionally reduced by any Cumulative Appraisal Reduction Amount with respect to the related Trust Subordinate Companion Whole Loan then\nallocable to such Class) that is at least equal to 25% of the initial Certificate Balance of that Class of Loan-Specific Control Eligible\nCertificates, and (b) be deemed to occur if a Control Appraisal Period occurs or is deemed to occur under the related Co-Lender Agreement.\n**For the avoidance of doubt, no Trust**\n\n - 79 - \n\n \n\n**Subordinate Companion Loans will be included\nin the Trust Fund and no Loan-Specific Certificates shall be issued under this Agreement. Accordingly, all references to “Loan-Specific\nControl Termination Event” in this Agreement shall be disregarded.**\n\n“Loan-Specific Controlling\nClass”: As of any time of determination, with respect to any Trust Subordinate Companion Loan and the related Loan-Specific\nCertificates, the most subordinate Class of related Loan-Specific Control Eligible Certificates then outstanding that has a Certificate\nBalance (as notionally reduced by any portion of the Cumulative Appraisal Reduction Amount with respect to the related Trust Subordinate\nCompanion Whole Loan then allocable to such Class) at least equal to 25% of the initial Certificate Balance of such Class. **For the\navoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund and no Loan-Specific Certificates shall be\nissued under this Agreement. Accordingly, all references to “Loan-Specific Controlling Class” in this Agreement shall be disregarded.**\n\n“Loan-Specific Controlling\nClass Certificateholder”: With respect to any Trust Subordinate Companion Loan and the related Loan-Specific Certificates, any\nHolder (or Beneficial Owner, if applicable) of a Loan-Specific Certificate of the related Loan-Specific Controlling Class as determined\nby the Certificate Administrator from time to time. **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included\nin the Trust Fund and no Loan-Specific Certificates shall be issued under this Agreement. Accordingly, all references to “Loan-Specific\nControlling Class Certificateholder” and “Loan-Specific Controlling Class Certificateholders” in this Agreement shall\nbe disregarded.**\n\n“Loan-Specific Controlling\nClass Representative”: With respect to any Trust Subordinate Companion Loan and the related Loan-Specific Certificates, the\nrelated Loan-Specific Controlling Class Certificateholder (or other representative) selected by at least a majority of the related Loan-Specific\nControlling Class Certificateholders, by Certificate Balance, as identified by notice to the Certificate Administrator by the related\nLoan-Specific Controlling Class Certificateholders from time to time, with notice of such selection delivered to the Special Servicer,\nthe Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee; *provided*, *however*, that\n(i) absent that selection, or (ii) until a Loan-Specific Controlling Class Representative is so selected or (iii) upon\nreceipt of a notice from the related Loan-Specific Controlling Class Certificateholders that own related Loan-Specific Certificates\nrepresenting more than 50% of the Certificate Balance of the Loan-Specific Controlling Class, that such Loan-Specific Controlling Class\nRepresentative is no longer designated, the applicable Loan-Specific Controlling Class Representative will be the related Loan-Specific\nControlling Class Certificateholder that owns the largest aggregate Certificate Balance of the related Loan-Specific Controlling Class,\nas identified to the Certificate Administrator (who shall notify the Master Servicer, the Special Servicer and the Operating Advisor).\nIf, upon the occurrence of any of the events or circumstances specified in clauses (i), (ii) or (iii) above, the related Loan-Specific\nControlling Class Certificateholder that owns the largest aggregate Certificate Balance of the related Loan-Specific Controlling Class\nhas not been identified to the Certificate Administrator (and thereby the Master Servicer and the Special Servicer), then the Master Servicer\nand the Special Servicer will have no obligation to obtain the consent of, or consult with, any Loan-Specific Controlling Class Representative\nin respect of the subject Trust Subordinate Companion Loan and the related Loan-Specific Certificates until notified by the Certificate\nAdministrator of the identity of such largest related Loan-Specific Controlling Class Certificateholder or otherwise\n\n - 80 - \n\n \n\nnotified of the identity of such Loan-Specific\nControlling Class Representative as provided in this Agreement. **For the avoidance of doubt, no Trust Subordinate Companion Loans will\nbe included in the Trust Fund and no Loan-Specific Certificates shall be issued under this Agreement. Accordingly, all references to “Loan-Specific\nControlling Class Representative” shall be disregarded.**\n\n“Loan-Specific HRR\nInterest”: With respect to any Trust Subordinate Companion Loan Securitization Transaction, any Class or, collectively, Classes\nof related Loan-Specific Certificates that constitute an “eligible horizontal residual interest” held by a “third-party\npurchaser” in accordance with Rule 7 of Regulation RR. **For the avoidance of doubt, no Trust Subordinate Companion Loans will\nbe included in the Trust Fund and no Loan-Specific Certificates shall be issued under this Agreement. Accordingly, all references to “Loan-Specific\nHRR Interest” shall be disregarded.**\n\n“Loan-Specific HRR\nInterest Transfer Restriction Period”: With respect to any Loan-Specific HRR Interest, the period from the Closing Date to the\nearliest of: (i) the date that is latest of (A) the date on which the total unpaid principal balance of the related Trust Subordinate\nCompanion Loan has been reduced to 33% of the Cut-off Date Balance of such Trust Subordinate Companion Loan, (B) the date on which the\naggregate outstanding Certificate Balance of the related Loan-Specific Certificates and Uncertificated Interest Balance of any related\nLoan-Specific Uncertificated Interest has been reduced to 33% of the aggregate outstanding Certificate Balance of such Loan-Specific Certificates\nand Uncertificated Interest Balance of any related Loan-Specific Uncertificated Interest as of the Closing Date, and (C) two (2) years\nafter the Closing Date; (ii) to the extent permitted under Regulation RR, the date on which the related Trust Subordinate Companion Whole\nLoan (including the related Trust Subordinate Companion Loan) has been defeased in accordance with Rule 7(b)(8)(i) of Regulation RR; and\n(iii) the date on which Regulation RR has been officially repealed (and the related Trust Subordinate Companion Loan Securitization Transaction\nis not subject to any other applicable credit risk retention requirements under the Dodd Frank Act) or, based on a written opinion of\ncounsel reasonably acceptable to the Depositor and the related Loan-Specific Retaining Sponsor, officially determined by the Regulatory\nAgencies to be no longer applicable to the related Trust Subordinate Companion Loan Securitization Transaction. **For the avoidance of\ndoubt, no Trust Subordinate Companion Loans will be included in the Trust Fund and no Loan-Specific Certificates shall be issued under\nthis Agreement. Accordingly, all references to “Loan-Specific HRR Interest Transfer Restriction Period” shall be disregarded.**\n\n“Loan-Specific Initial\nPurchaser”:  Any broker-dealer that has entered into a certificate purchase agreement or equivalent agreement with the\nDepositor to purchase Loan-Specific Certificates for offering and resale in transactions exempt from the registration requirements of\nthe Securities Act. **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund and no Loan-Specific\nCertificates shall be issued under this Agreement.  Accordingly, all references to “Loan-Specific Initial Purchaser”\nand “Loan-Specific Initial Purchasers” shall be disregarded.**\n\n“Loan-Specific Offering\nCircular”:  Any offering document comparable to the Offering Circular to be used for the offering and sale of Loan-Specific\nCertificates in transactions exempt from the registration requirements of the Securities Act. **For the avoidance of doubt, no**\n\n - 81 - \n\n \n\n**Trust Subordinate Companion Loans will\nbe included in the Trust Fund and no Loan-Specific Certificates shall be issued under this Agreement.  Accordingly, all references\nto “Loan-Specific Offering Circular” and “Loan-Specific Offering Circulars” shall be disregarded.**\n\n“Loan-Specific Operating\nAdvisor Consultation Trigger Event”:  With respect to any Trust Subordinate Companion Whole Loan and the related Loan-Specific\nCertificates and any related Loan-Specific Uncertificated Interest, any additional event that gives rise to consultation rights on the\npart of the Operating Advisor solely and specifically with respect to such Trust Subordinate Companion Whole Loan but not any other Mortgage\nLoan or Whole Loan.  **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund and no\nLoan-Specific Certificates shall be issued under this Agreement.  Accordingly, all references to “Loan-Specific Operating Advisor\nConsultation Trigger Event” shall be disregarded.**\n\n“Loan-Specific Principal\nBalance Certificates”: With respect to any Trust Subordinate Companion Loan, any related Loan-Specific Certificates with a Certificate\nBalance.  **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund.  Accordingly,\nno Loan-Specific Certificates (including Loan-Specific Principal Balance Certificates) shall be issued under this Agreement and all references\nto “Loan-Specific Principal Balance Certificate” and “Loan-Specific Principal Balance Certificates” in this Agreement\nshall be disregarded.**\n\n“Loan-Specific Retaining\nSponsor”:  With respect to any Trust Subordinate Companion Loan Securitization Transaction, the applicable “retaining\nsponsor” (as defined in Rule 2 of Regulation RR) for such Trust Subordinate Companion Loan Securitization Transaction. **For the\navoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund and no Loan-Specific Certificates shall be\nissued under this Agreement.  Accordingly, all references to “Loan-Specific Retaining Sponsor” shall be disregarded.**\n\n“Loan-Specific Scheduled\nPrincipal Distribution Amount”:  With respect to any Trust Subordinate Companion Loan and the related Loan-Specific Certificates\nand any related Loan-Specific Uncertificated Interest for any Distribution Date, the aggregate of the principal portions of (a) all Monthly\nPayments (which do not include Balloon Payments) with respect to such Trust Subordinate Companion Loan (including any successor REO Companion\nLoan with respect thereto), due or deemed due during or, if and to the extent not previously received or advanced and distributed to the\nrelated Loan-Specific Certificateholders and/or Loan-Specific Uncertificated Interest Owner on a preceding Distribution Date, prior to\nthe related Collection Period, in each case (i) to the extent paid by the related Mortgagor as of the related Determination Date or (ii)\nadvanced by the Master Servicer or the Back-Up Advancing Agent, as applicable, in respect of such Distribution Date, and (b) the Balloon\nPayment allocable to such Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto) to the extent\nreceived during the related Collection Period, and to the extent not included in clause (a) above for the subject Distribution Date\nand not previously received or advanced and distributable to the related Loan-Specific Certificateholders and/or Loan-Specific Uncertificated\nInterest Owner on a preceding Distribution Date.  The Loan-Specific Scheduled Principal Distribution Amount\n\n - 82 - \n\n \n\nfrom time to time will include all late payments\nof principal made by a Mortgagor with respect to the related Trust Subordinate Companion Loan, including late payments in respect of a\ndelinquent Balloon Payment, received during the periods or by the times described above in this definition, except to the extent those\nlate payments are otherwise available to reimburse the Master Servicer or the Back-Up Advancing Agent, as the case may be, for prior P&I\nAdvances.  **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund and no Loan-Specific\nCertificates or Loan-Specific Uncertificated Interests shall be issued under this Agreement.  Accordingly, all references to “Loan-Specific\nScheduled Principal Distribution Amount” shall be disregarded.**\n\n“Loan-Specific Third\nParty Purchaser”:  Any “third-party purchaser” or “subsequent third-party purchaser” (each within\nthe meaning of Rule 7 of Regulation RR) that is the holder of risk retention in the form of an “eligible horizontal residual interest”\nin accordance with Rule 7 of Regulation RR as part of an EHRI Trust Subordinate Companion Loan Securitization.  **For the avoidance\nof doubt, no Trust Subordinate Companion Loans will be part of an EHRI Trust Subordinate Companion Loan Securitization.  Accordingly,\nall references to “Loan-Specific Third Party Purchaser” shall be disregarded.**\n\n“Loan-Specific Uncertificated\nInterest”: With respect to any Trust Subordinate Companion Loan, any uncertificated Loan-Specific VRR Interest issued under\nthis Agreement constituting an interest in such Trust Subordinate Companion Loan and any payments and collections thereon.**  For\nthe avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund.  Accordingly, no Loan-Specific Uncertificated\nInterests shall be issued under this Agreement and all references to “Loan-Specific Uncertificated Interest” and “Loan-Specific\nUncertificated Interests” in this Agreement shall be disregarded.**\n\n“Loan-Specific Uncertificated\nInterest Owner”: The owner of a Loan-Specific Uncertificated Interest from time to time. **For the avoidance of doubt, no Loan-Specific\nUncertificated Interests will be issued under this Agreement.  Accordingly, there will be no Loan-Specific Uncertificated Interest\nOwners and all references to “Loan-Specific Uncertificated Interest Owner” and “Loan-Specific Uncertificated Interest\nOwners” in this Agreement shall be disregarded.**\n\n“Loan-Specific Unscheduled\nPrincipal Distribution Amount”:  With respect to any Trust Subordinate Companion Loan and the related Loan-Specific Certificates\nand any related Loan-Specific Uncertificated Interest for any Distribution Date, the aggregate of:  (a) all prepayments of principal\nreceived on such Trust Subordinate Companion Loan during the related Collection Period; and (b) any other collections (exclusive of payments\nby the related Mortgagor) received on such Trust Subordinate Companion Loan and, to the extent allocable to such Trust Subordinate Companion\nLoan, any related REO Property during the related Collection Period whether in the form of Liquidation Proceeds, Insurance Proceeds, Condemnation\nProceeds, net income, rents, and profits from any related REO Property or otherwise, that were identified and applied by the Master Servicer\nor Special Servicer, as applicable, as recoveries of previously unadvanced principal of such Trust Subordinate Companion Loan.  **For\nthe avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund and no Loan-Specific Certificates or Loan-Specific\nUncertificated Interests shall be issued under this**\n\n - 83 - \n\n \n\n**Agreement.  Accordingly, all references\nto “Loan-Specific Unscheduled Principal Distribution Amount” shall be disregarded.**\n\n“Loan-Specific Voting\nRights”:  With respect to the Loan-Specific Certificates relating to any particular Trust Subordinate Companion Loan, the\nVoting Rights allocable to all of such Loan-Specific Certificates in the aggregate or the portion thereof that is, in turn, allocated\nto any such Loan-Specific Certificate or Class of such Loan-Specific Certificates, as the context may require. **For the avoidance of\ndoubt, no Trust Subordinate Companion Loans will be included in the Trust Fund and no Loan-Specific Certificates shall be issued under\nthis Agreement.  Accordingly, all references to “Loan-Specific Voting Rights” shall be disregarded.**\n\n“Loan-Specific VRR\nInterest”:  With respect to any Trust Subordinate Companion Loan Securitization Transaction, any related Loan-Specific\nUncertificated Interest and/or Class(es) of related Loan-Specific Certificates that constitute or collectively constitute, as applicable,\nan “eligible vertical interest” (within the meaning of Rule 2 of Regulation RR).  **For the avoidance of doubt, no Trust\nSubordinate Companion Loans will be included in the Trust Fund and no Loan-Specific Certificates shall be issued under this Agreement. \nAccordingly, all references to “Loan-Specific VRR Interest” shall be disregarded.**\n\n“Loan-Specific VRR\nInterest Transfer Restriction Period”:  With respect to any Loan-Specific VRR Interest, the period from the Closing Date\nto the earliest of:  (i) the date that is latest of (A) the date on which the total unpaid principal balance of the related Trust\nSubordinate Companion Loan has been reduced to 33% of the Cut Off Date Balance of such Trust Subordinate Companion Loan, (B) the date\non which the aggregate outstanding principal balance of the related Loan-Specific Certificates and any related Loan-Specific Uncertificated\nInterest has been reduced to 33% of the aggregate outstanding principal balance of such Loan-Specific Certificates and any such Loan-Specific\nUncertificated Interest as of the Closing Date, and (C) two (2) years after the Closing Date; and (ii) the date on which Regulation RR\nhas been officially repealed (and the related Trust Subordinate Companion Loan Securitization Transaction is not subject to any other\napplicable credit risk retention requirements under the Dodd Frank Act) or, based on a written opinion of counsel reasonably acceptable\nto the Depositor and the related Loan-Specific Retaining Sponsor, officially determined by the Regulatory Agencies to be no longer applicable\nto the related Trust Subordinate Companion Loan Securitization Transaction.  **For the avoidance of doubt, no Trust Subordinate\nCompanion Loans will be included in the Trust Fund and no Loan-Specific Certificates shall be issued under this Agreement.  Accordingly,\nall references to “Loan-Specific VRR Interest Transfer Restriction Period” shall be disregarded.**\n\n“Loan-to-Value\nRatio”: With respect to any Mortgage Loan or Serviced Whole Loan, as of any date of determination, the fraction, expressed as\na percentage, the numerator of which is the then unpaid principal balance of such Mortgage Loan or Serviced Whole Loan, as applicable,\nand the denominator of which is the Appraised Value of the related Mortgaged Property as determined by an Appraisal thereof.\n\n“Lock-Box Account”:\nWith respect to any Mortgaged Property, if applicable, any account created pursuant to any documents relating to a Mortgage Loan or Serviced\nWhole Loan to receive rental or other income generated by the Mortgaged Property. Any Lock-Box Account\n\n - 84 - \n\n \n\nshall be beneficially owned for federal income\ntax purposes by the Person who is entitled to receive the reinvestment income or gain thereon in accordance with the terms and provisions\nof the related Mortgage Loan or Serviced Whole Loan and Section 3.07 of this Agreement, which Person shall be taxed on all\nreinvestment income or gain thereon.\n\n“Lock-Box Agreement”:\nWith respect to any Mortgage Loan or Serviced Whole Loan, the lock-box or other similar agreement, if any, between the related originator(s)\nand the Mortgagor, pursuant to which the related Lock-Box Account, if any, may have been established.\n\n“Loss of Value Payment”:\nAs defined in Section 2.03(a) of this Agreement.\n\n“Loss of Value Reserve\nFund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) designated\nas such pursuant to Section 3.05(g) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust Fund but not\npart of the Grantor Trust or any Trust REMIC.\n\n“Lower-Tier\nPrincipal Balance”: The principal amount of any Lower-Tier Regular Interest outstanding as of any date of determination.\nAs of the Closing Date, the Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall equal the original Lower-Tier\nPrincipal Balance as set forth in the Preliminary Statement hereto. On each Distribution Date, the Lower-Tier Principal Balance of\neach Lower-Tier Regular Interest shall be permanently reduced by all distributions of principal deemed to have been made in respect\nof such Lower-Tier Regular Interest on such Distribution Date pursuant to Section 4.01(a)(ii) of this Agreement, and shall be\nfurther permanently reduced on such Distribution Date by all applicable Realized Losses deemed to have been allocated thereto on such\nDistribution Date pursuant to Section 4.01(f) of this Agreement, such that at all times the Lower-Tier Principal Balance\nof a Lower-Tier Regular Interest shall equal the Certificate Balance of the Corresponding Certificates. The Lower-Tier Principal\nBalance of any Lower-Tier Regular Interest may be increased on a particular Distribution Date as and to the extent contemplated by\nSection 4.01(g) of this Agreement.\n\n“Lower-Tier\nRegular Interests”: The respective classes of “regular interests”, within the meaning of Code Section 860G(a)(1),\nin the Lower-Tier REMIC, designated as the Class LA-1, Class LA-2, Class LA-3, Class LA-S, Class LB,\nClass LC, Class LD, Class LE, Class LF-RR, Class LG-RR, Class LVRR and Class LUVRR Lower-Tier Regular Interests.\n\n“Lower-Tier\nREMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans and collections thereon (other than Excess\nInterest and the assets held by a Mortgage Loan REMIC), the Mortgage Loan REMIC Regular Interests, any related REO Property (or a beneficial\ninterest in the applicable portion of the “REO Property” under the applicable Outside Servicing Agreement related to any Outside\nServiced Mortgage Loan) acquired in respect thereof and all proceeds of such REO Property allocable to the related Mortgage Loan (other\nthan any such assets held by a Mortgage Loan REMIC), other property of the Trust Fund related thereto and amounts (other than Excess Interest\nand any interest or other income earned thereon) held in respect thereof from time to time in the Collection Account, any Serviced Whole\nLoan Custodial Account, the Interest Reserve Account (exclusive of amounts on deposit therein allocable to a Trust Subordinate Companion\nLoan) and the related REO Account, and amounts held from time to time in the Lower-Tier REMIC Distribution Account and the Excess\nLiquidation Proceeds\n\n - 85 - \n\n \n\nReserve Account, in each case excluding the\nbeneficial interest of any Companion Loan Holder in an REO Property and any amounts allocable to the Companion Loans (including any Trust\nSubordinate Companion Loan) and any interest or other income earned on such amounts allocable to the Companion Loans (including any Trust\nSubordinate Companion Loan), and further excluding any Mortgage Loan REMIC Residual Interests and amounts distributable thereon and any\nMortgage Loan REMIC Residual Distribution Account. Any Threshold Event Collateral posted by a Serviced Subordinate Companion Loan Holder\nwill be part of the Trust Fund but not part of the Grantor Trust or any Trust REMIC.\n\n“Lower-Tier\nREMIC Distribution Account”: The account or accounts created and maintained as a separate account (or separate sub-account\nwithin the same account as another Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b)\nof this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled\n“Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Savings Fund Society, FSB, as Trustee, for the benefit of\nthe registered Holders of Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, and the\nUncertificated Interest Owners, Lower-Tier REMIC Distribution Account” and which must be an Eligible Account. The Lower-Tier\nREMIC Distribution Account shall be an asset of the Lower-Tier REMIC.\n\n“Lower-Tier\nResidual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),\nin the Lower-Tier REMIC and evidenced by the Class R Certificates.\n\n“MAI”:\nMember of the Appraisal Institute.\n\n“Major Decision”:\nCollectively:\n\n(a)       any\nproposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties\nsecuring such of the Serviced Loans as come into and continue in default;\n\n(b)       any\nmodification, consent to a modification or waiver of any monetary term (other than Penalty Charges which the Master Servicer or the Special\nServicer, as applicable, is permitted to waive pursuant to this Agreement) or material non-monetary term (including, without limitation,\na modification with respect to the timing of payments and acceptance of discounted payoffs but excluding waiver of Penalty Charges) of\na Serviced Loan or any extension of the Maturity Date or Anticipated Repayment Date, as applicable, of any Serviced Loan;\n\n(c)       any\nsale of a Serviced Mortgage Loan that is a Defaulted Mortgage Loan (and any related Serviced Companion Loan) or REO Property (other than\nin connection with the termination of the Trust Fund) for less than the applicable Purchase Price;\n\n(d)       any\ndetermination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials\nlocated at an REO Property or any approval of a Mortgagor’s determination to bring a Mortgaged Property into compliance with applicable\nenvironmental laws or to otherwise address\n\n - 86 - \n\n \n\nHazardous Materials located at a Mortgaged\nProperty, to the extent the lender is required to consent to, or approve, any such determination by the Mortgagor under the related Loan\nDocuments;\n\n(e)       any\nrelease of collateral or any acceptance of substitute or additional collateral for a Serviced Loan, or any consent to either of the foregoing,\nother than immaterial condemnation actions and other similar takings, or if otherwise required pursuant to the specific terms of the related\nServiced Loan and for which there is no lender discretion;\n\n(f)       any\nwaiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Serviced Loan or, if\nlender consent is required, any consent to such waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgagor\n(including any interests in any applicable mezzanine borrower) or consent to the incurrence of additional debt (including mezzanine debt),\nother than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related loan agreement\nor if related to an immaterial easement, right of way or similar agreement;\n\n(g)       any\napproval of property management company changes or franchise changes, including any amendments, modifications or terminations of property\nmanagement agreements or franchise agreements, in each case to the extent the lender is required to consent to, or approve, such changes\nunder the related Loan Documents, provided that with respect to property management company changes (i) the Serviced Loan has an\noutstanding principal balance greater than $5,000,000, or (ii) the successor property manager is affiliated with the related Mortgagor;\n\n(h)       any\nacceptance of an assumption agreement or any other agreement permitting transfers of interests in a Mortgagor or guarantor or releasing\na Mortgagor or guarantor from liability under a Serviced Loan other than pursuant to the specific terms of such Serviced Loan and for\nwhich there is no lender discretion;\n\n(i)       any\nacceleration of a Serviced Loan or the exercise of any other remedy following a default or an event of default with respect to a Serviced\nLoan, any initiation of judicial, bankruptcy or similar proceedings under the related Loan Documents or with respect to the related Mortgagor\nor Mortgaged Property;\n\n(j)       the\ndetermination of the Special Servicer pursuant to clause (b) or clause (g) of the definition of “Specially Serviced\nLoan”;\n\n(k)       any\nconsent to the incurrence of additional debt by a direct or indirect parent of a borrower and any modification, waiver or amendment of\nan intercreditor agreement, Co-Lender Agreement or similar agreement (other than with respect to amendments to split or re-size notes\nconsistent with the terms of the subject Co-Lender Agreement and as to which the consent of the Trust is not required), in each case entered\ninto with any mezzanine lender or Companion Loan Holder or subordinate debt holder related to a Serviced Loan, or an action to enforce\nrights with respect thereto, *except* that, if any such modification or amendment would adversely impact the Master Servicer, such\n\n - 87 - \n\n \n\nmodification or amendment will additionally\nrequire the consent of the Master Servicer as a condition to its effectiveness;\n\n(l)        any\ndetermination of an Acceptable Insurance Default;\n\n(m)      approval\nof any waiver regarding the receipt of financial statements that are late for more than ninety (90) consecutive days or the failure to\nabide by cash management provisions of the related Loan Documents for a period of more than ninety (90) days;\n\n(n)       any\napproval of or consent to a grant of an easement or right of way (including, without limitation for utilities, access, parking, public\nimprovements or another purpose) that materially affects the use or value of a Mortgaged Property or a Mortgagor’s ability to make\npayments with respect to a Specially Serviced Loan, or subordination of the lien of a Serviced Loan or Serviced Whole Loan to such easement\nor right of way;\n\n(o)       agreeing\nto any modification, waiver, consent or amendment of the related Serviced Loan in connection with a defeasance if such proposed modification,\nwaiver, consent or amendment is with respect to (i) a waiver of a mortgage loan event of default (but excluding non-monetary events of\ndefault other than defaults relating to transfers of interest in the Mortgagor or the existing collateral or material modifications of\nthe existing collateral) that would permit the defeasance of the subject Serviced Loan, (ii) a modification of the type of defeasance\ncollateral required under the related Loan Documents such that defeasance collateral other than direct, non-callable obligations of the\nUnited States would be permitted or (iii) a modification that would permit a principal prepayment instead of defeasance if the applicable\nLoan Documents do not otherwise permit such principal prepayment;\n\n(p)       any\nmodification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and non-disturbance\nor attornment agreement in connection with any lease, at a Mortgaged Property if (a) the lease involves a ground lease or lease of an\noutparcel or affects an area greater than or equal to the lesser of (i) 30% of the net rentable area of the improvements at the Mortgaged\nProperty and (ii) 30,000 square feet of the improvements at the Mortgaged Property and (b) such transaction either is not a routine leasing\nmatter or such transaction relates to a Specially Serviced Loan, provided that if lender consent is not required for such transaction\npursuant to the Mortgage Loan documents, such transaction will not constitute a Major Decision;\n\n(q)       releases\nof any material amount from escrow accounts, reserve accounts or letters of credit, in each case, held as performance escrows (or reserves)\nor earn-out escrows (or reserves), other than those required pursuant to the specific terms of the related Serviced Mortgage Loan and\nany related Serviced Companion Loan (provided, however, that any releases for which there is lender discretion of material amounts from\nany escrow accounts, reserve funds or letters of credit held as performance escrows or performance reserves specified (along with the\nrelated Mortgage Loans) on Exhibit GG to this Agreement will also constitute Major Decisions);\n\n - 88 - \n\n \n\n(r)       any\ndetermination whether to cure any default by a borrower under a ground lease or permit any ground lease modification, amendment\nor subordination, non-disturbance and attornment agreement or entry into a new ground lease;\n\n(s)       any\nconsent to actions and releases related to condemnation of parcels of a Mortgaged Property with respect to a material parcel or a material\nincome producing parcel or any condemnation that materially affects the use or value of the related Mortgaged Property or the ability\nof the related borrower to pay amounts due in respect of the related Mortgage Loan or any related Companion Loan when due;\n\n(t)       the\nvoting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a borrower; and\n\n(u)       to\nthe extent they do not already constitute “Major Decisions” pursuant to any of clauses (a) through (t) above, then solely\nwith respect to the Operating Advisor’s non-binding consultation rights: (A) any material modification of, or waiver with respect\nto, any provision of any Loan Document (including the Mortgages); (B) foreclosure upon or comparable conversion of the ownership of a\nMortgaged Property; and (C) any acquisition of a Mortgaged Property;\n\n*provided*, for the avoidance of doubt,\nthat any modification, waiver, consent or amendment by the Master Servicer or the Special Servicer that is set forth above as a Major\nDecision shall constitute a Major Decision regardless of the fact that such action is being taken in connection with a defeasance; and\n*provided*, *further*, that, in the case of a Serviced Outside Controlled Whole Loan, “Major Decision” shall have\nthe meaning as such term or any analogous term is assigned in the related Co-Lender Agreement. For the avoidance of doubt, the Controlling\nClass Representative shall have no consent or consultation rights with respect to Major Decisions with respect to any Excluded Mortgage\nLoan.\n\n“Major Decision\nReporting Package”: With respect to any Major Decision, (a) a written report prepared by the Special Servicer describing in\nreasonable detail (i) the background and circumstances requiring action of the Special Servicer, (ii) the proposed course of action recommended,\nand (iii) information regarding any direct or indirect conflict of interest in the subject action, and (b) all information in the Special\nServicer's possession that is reasonably requested by the party receiving such Major Decision Reporting Package in order for such party\nto exercise any consultation or consent rights available to such party under this Agreement. For the avoidance of doubt, the Special Servicer\nmay provide the information described in the preceding sentence in the form of an Asset Status Report.\n\n“Majority-Owned\nAffiliate”: A “majority-owned affiliate” as defined under Regulation RR.\n\n“Manager”:\nWith respect to any Mortgage Loan or Serviced Whole Loan, any property manager for the related Mortgaged Properties.\n\n“Master Servicer”:\nThe Initial Master Servicer or any successor Master Servicer appointed as herein provided.\n\n - 89 - \n\n \n\n“Master Servicer\nRemittance Date”: With respect to any Distribution Date, the Business Day immediately preceding such Distribution Date.\n\n“Master Servicer\nServicing Personnel”: The divisions and individuals of the Master Servicer who are involved in the performance of the duties\nof the Master Servicer under this Agreement.\n\n“Material Breach”:\nAs defined in Section 2.03(a) of this Agreement.\n\n“Material Defect”:\nWith respect to any Trust Loan, a Material Breach or a Material Document Defect, as the case may be, with respect to such Trust Loan.\n\n“Material Document\nDefect”: As defined in Section 2.03(a) of this Agreement.\n\n“Maturity Date”:\nWith respect to each Mortgage Loan, the maturity date as set forth on the Mortgage Loan Schedule; and with respect to each Serviced Companion\nLoan, the Maturity Date for the related Mortgage Loan.\n\n“Mediation Rules”:\nAs defined in Section 2.03(h)(i).\n\n“Mediation Services\nProvider”: As defined in Section 2.03(h)(i).\n\n“Modification Fees”:\nWith respect to any Serviced Loan, any and all fees collected from the related Mortgagor with respect to a modification, extension, waiver\nor amendment that modifies, extends, amends or waives any term of the Loan Documents (as evidenced by a signed writing) agreed to by the\nMaster Servicer or the Special Servicer, other than (a) any loan service transaction fees, Assumption Fees, Consent Fees or assumption\napplication fees and (b) any fee in connection with a defeasance of such Serviced Loan.\n\n“Modified Asset”:\nAny Serviced Loan as to which any Servicing Transfer Event has occurred and which has been modified by the Special Servicer pursuant to\nSection 3.24 of this Agreement in a manner that:\n\n(a)       affects\nthe amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing Monthly Payments current\nwith respect to such Serviced Loan);\n\n(b)       except\nas expressly contemplated by the related Loan Documents, results in a release of the lien of the related Mortgage on any material portion\nof the related Mortgaged Property without a corresponding Principal Prepayment in an amount, or the delivery of substitute real property\ncollateral with a fair market value (as is), that is not less than the fair market value (as is) of the property to be released, as determined\nby an appraisal delivered to the Special Servicer (at the expense of the related Mortgagor and upon which the Special Servicer may conclusively\nrely); or\n\n(c)       in\nthe reasonable, good faith judgment of the Special Servicer, otherwise materially impairs the security for such Serviced Loan or materially\nreduces the likelihood of timely payment of amounts due thereon.\n\n - 90 - \n\n \n\n“Monthly Payment”:\nWith respect to any Mortgage Loan or Serviced Companion Loan, as applicable (other than any REO Mortgage Loan or REO Companion Loan),\nand any Due Date, the scheduled monthly payment of principal (if any) and interest at the related Mortgage Rate, which is payable by the\nrelated Mortgagor on such Due Date under the related Note or Notes, exclusive of any Balloon Payment. The Monthly Payment with respect\nto any Due Date for (i) an REO Mortgage Loan or REO Companion Loan or (ii) any Mortgage Loan or Serviced Companion Loan that\nis delinquent at its respective Maturity Date and with respect to which the Special Servicer has not entered into an extension, shall\nbe the monthly payment that would otherwise have been payable on such Due Date had the related Note not been discharged or the related\nMaturity Date had not been reached, as the case may be, determined as set forth in the preceding sentence and on the assumption that all\nother amounts, if any, due thereunder are paid when due. The Monthly Payment for any Serviced Whole Loan is the aggregate Monthly Payment\nfor the related Mortgage Loan and Serviced Companion Loan(s).\n\n“Moody’s”:\nMoody’s Investors Service, Inc. or its successors in interest. If neither Moody’s nor any successor remains in existence,\n“Moody’s” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable\nPerson reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator,\nthe Master Servicer and the Special Servicer and specific ratings of Moody’s herein referenced shall be deemed to refer to the equivalent\nratings (as reasonably determined by the Depositor) of the party so designated\n\n“Morningstar DBRS”:\nDBRS, Inc. or its successors in interest. If neither DBRS, Inc., nor any successor remains in existence, “Morningstar DBRS”\nshall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated\nby the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the\nSpecial Servicer and specific ratings of Morningstar DBRS herein referenced shall be deemed to refer to the equivalent ratings (as reasonably\ndetermined by the Depositor) of the party so designated.\n\n“Mortgage”:\nThe mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in a Mortgaged Property\nsecuring the Note(s) evidencing a Mortgage Loan or Whole Loan.\n\n“Mortgage File”:\nWith respect to any Mortgage Loan or the related Serviced Whole Loan, subject to Section 2.01(b), collectively the following\ndocuments:\n\n(1)       (A)\nthe original executed Note for such Mortgage Loan (and, in the case of a Mortgage Loan that is part of a Trust Subordinate Companion Whole\nLoan, the original executed Mortgage Note for the related Trust Subordinate Companion Loan), endorsed on its face or by allonge thereto\n(without recourse, representation or warranty, express or implied) to the order of “Wilmington Savings Fund Society, FSB, as Trustee,\non behalf of the registered Holders of Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22\n[IF AN UNCERTIFICATED INTEREST IS ISSUED: and the Uncertificated Interest Owners]” or in blank, and further showing a complete,\nunbroken chain of endorsement from the originator (if such originator is not the applicable Mortgage Loan Seller) (or, alternatively,\nif the original executed Note has been\n\n - 91 - \n\n \n\nlost, a lost note affidavit and indemnity\nwith a copy of such Note), and (B) if such Mortgage Loan is part of a Serviced Whole Loan, a copy of the executed Note for each related\nServiced Companion Loan held outside the Trust;\n\n(2)       an\noriginal or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case (unless\nthe particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon or certified\nby the applicable recorder’s office;\n\n(3)       an\noriginal or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals\nor copies of any and all intervening assignments thereof, in each case (unless the particular item has not been returned from the applicable\nrecording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office;\n\n(4)       an\noriginal executed assignment, in recordable form (except for missing recording information not yet available if the instrument being assigned\nhas not been returned from the applicable recording office), of (A) the Mortgage and (B) any related Assignment of Leases (if\nsuch item is a document separate from the Mortgage), in favor of “Wilmington Savings Fund Society, FSB, as Trustee, on behalf of\nthe registered Holders of Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22 [IF AN\nUNCERTIFICATED INTEREST IS ISSUED: and the Uncertificated Interest Owners] [IF APPLICABLE: and the holder of the related Serviced Companion\nLoan, as their interests may appear]” or in blank, or a copy of such assignment if the related Mortgage Loan Seller or its designee,\nrather than the Trustee, is responsible for recording such assignment; *provided*, *however*, that with respect to a Servicing\nShift Mortgage Loan, each such assignment shall be executed in blank until the earliest of (A) the related Servicing Shift Date, (B) such\nServicing Shift Mortgage Loan becoming a Specially Serviced Mortgage Loan, and (C) 180 days after the Closing Date;\n\n(5)       the\noriginal assignment of all unrecorded documents relating to the Mortgage Loan (or the related Serviced Whole Loan, if applicable), in\nfavor of “Wilmington Savings Fund Society, FSB, as Trustee, on behalf of the registered Holders of Benchmark 2026-V22 Mortgage Trust,\nCommercial Mortgage Pass-Through Certificates, Series 2026-V22 [IF AN UNCERTIFICATED INTEREST IS ISSUED: and the Uncertificated Interest\nOwners] [IF APPLICABLE: and the holder of the related Serviced Companion Loan, as their interests may appear]”; *provided*,\n*however*, that with respect to a Servicing Shift Mortgage Loan, each such assignment shall be executed in blank until the earliest\nof (A) the related Servicing Shift Date, (B) such Servicing Shift Mortgage Loan becoming a Specially Serviced Mortgage Loan, and\n(C) 180 days after the Closing Date;\n\n(6)       originals\nor copies of final written modification agreements in those instances where the terms or provisions of the Note for such Mortgage Loan\n(or, if applicable, any Note of a Serviced Whole Loan) or the related Mortgage have been modified, in each case (unless the particular\nitem has not been returned from the applicable\n\n - 92 - \n\n \n\nrecording office) with evidence\nof recording indicated thereon if the instrument being modified is a recordable document;\n\n(7)       the\noriginal or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan (or the\nrelated Serviced Whole Loan, if applicable) or, if such policy has not been issued or located, an irrevocable, binding commitment (which\nmay be a “marked-up” pro forma title policy marked as binding and executed by an authorized representative of the title\ninsurer or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title\ninsurer) to issue such title insurance policy;\n\n(8)       an\noriginal or copy of the related Ground Lease relating to such Mortgage Loan (or the related Serviced Whole Loan, if applicable), if any,\nand any ground lessor estoppel;\n\n(9)       an\noriginal or copy of the related Loan Agreement, if any;\n\n(10)     an\noriginal of any guaranty under such Mortgage Loan or the related Serviced Whole Loan, if any;\n\n(11)     an\noriginal or copy of the lock box agreement or cash management agreement relating to such Mortgage Loan or the related Serviced Whole Loan,\nif any;\n\n(12)     an\noriginal or copy of the environmental indemnity from the related Mortgagor, if any;\n\n(13)     an\noriginal or copy of the related escrow agreement and the related security agreement (in each case, if such item is a document separate\nfrom the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof;\n\n(14)     an\noriginal assignment of the related security agreement (if such item is a document separate from the Mortgage and if such item is not included\nin the assignment described in clause (5)), in favor of “Wilmington Savings Fund Society, FSB, as Trustee, on behalf of the\nregistered Holders of Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22 [IF AN UNCERTIFICATED\nINTEREST IS ISSUED: and the Uncertificated Interest Owners] [IF APPLICABLE: and the holder of the related Serviced Companion Loan, as\ntheir interests may appear]”; *provided*, *however*, that with respect to a Servicing Shift Mortgage Loan, each such assignment\nshall be executed in blank until the earliest of (A) the related Servicing Shift Date, (B) such Servicing Shift Mortgage Loan becoming\na Specially Serviced Mortgage Loan, and (C) 180 days after the Closing Date;\n\n(15)     any\nfiled copies (bearing evidence of filing) or evidence of filing of any UCC financing statements in favor of the originator of such Mortgage\nLoan (or the related Serviced Whole Loan, if applicable) or in favor of any assignee prior to the Trustee, and an original UCC-3 assignment\nthereof, in form suitable for filing, in favor of the Trustee (or, in each case, a copy thereof, certified to be the copy of such assignment\nsubmitted or to be submitted for filing);\n\n - 93 - \n\n \n\n(16)     in\nthe case of any Mortgage Loan or the related Serviced Whole Loan as to which there exists a related mezzanine loan, the original or a\ncopy of the related intercreditor agreement;\n\n(17)     an\noriginal or copy of any related environmental insurance policy;\n\n(18)     a\ncopy of any letter of credit relating to such Mortgage Loan or the related Serviced Whole Loan and any related assignment thereof (with\nthe original to be delivered to the Master Servicer);\n\n(19)     copies\nof any related franchise agreement, property management agreement or hotel management agreement and related comfort letters (together\nwith (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee the benefits of such comfort\nletter or (ii) if the related comfort letter contemplates that a request be made of the related franchisor to issue a replacement comfort\nletter for the benefit of the Trust or Trustee, a copy of the notice requesting the issuance of such replacement comfort letter (the copy\nof such notice shall be delivered by the related Mortgage Loan Seller to the Custodian for inclusion in the Mortgage File within the time\nperiod set forth in the penultimate paragraph of Section 2.01(b)), with the original of any replacement comfort letter to be included\nin the Mortgage File following receipt thereof by the Master Servicer) and/or estoppel letters relating to such Mortgage Loan or the related\nServiced Whole Loan and any related assignment thereof;\n\n(20)     in\nthe case of a Whole Loan, an original or a copy of the related Co-Lender Agreement; and\n\n(21)     with\nrespect to any Loan REMIC Held Mortgage Loan, a copy of (A) the related REMIC Declaration, (B) the filed Form 8811 with respect to the\nrelated Mortgage Loan REMIC, and (C) the Notice of Taxpayer Identification Number assigned with respect to the related Mortgage Loan REMIC,\nand the related Form SS-4.\n\n*provided* that, whenever the term “Mortgage\nFile” is used to refer to documents actually received by the Certificate Administrator or a Custodian appointed thereby, such term\nshall not be deemed to include such documents and instruments required to be included therein unless they are actually so received. For\nthe avoidance of doubt, references to the Mortgage File for any Trust Subordinate Companion Loan(s) shall refer to the Mortgage File for\nthe related Mortgage Loan, and shall include the Mortgage Note(s) evidencing such Trust Subordinate Companion Loan.\n\n“Mortgage Loan”:\nEach of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 and from time to time held in\nthe Trust Fund (other than any Trust Subordinate Companion Loan(s)), the mortgage loans originally so transferred, assigned and held being\nidentified on the Mortgage Loan Schedule as of the Cut-off Date. Such term shall include any Specially Serviced Mortgage Loan, REO Mortgage\nLoan or defeased Mortgage Loan and each Outside Serviced Mortgage Loan (but not the Companion Loans). For the avoidance of doubt, no Retained\nDefeasance Rights and Obligations will be part of a “Mortgage Loan” or an asset of the Trust. Notwithstanding anything to\nthe contrary in this Agreement, with respect to each Co-sponsored Mortgage Loan (which consists of two or more separate Notes contributed\nto the Trust\n\n - 94 - \n\n \n\nby the related Applicable Co-sponsors), the\nterm “Mortgage Loan” shall mean the entire such Co-sponsored Mortgage Loan, except that for the purposes of determining any\nrights or obligations of any related Applicable Co-sponsor with respect to such Co-sponsored Mortgage Loan under this Agreement or such\nApplicable Co-sponsor’s Mortgage Loan Purchase Agreement, except as otherwise provided in Section 11.02(b), the term “Mortgage\nLoan” shall refer to the portion of such Co-sponsored Mortgage Loan evidenced by the related Note(s) contributed to the Trust by\nsuch Applicable Co-sponsor and such promissory note(s) shall be treated like a separate Mortgage Loan.\n\n“Mortgage Loan Purchase\nAgreement”: The CREFI Mortgage Loan Purchase Agreement, the GSMC Mortgage Loan Purchase Agreement, the GACC Mortgage Loan Purchase\nAgreement or the Barclays Mortgage Loan Purchase Agreement, as applicable.\n\n“Mortgage Loan REMIC”:\nA segregated asset pool designated as a REMIC pursuant to a REMIC Declaration and consisting of a single Mortgage Loan and other related\nassets (which may, but need not, include one or more related Companion Loan(s)), collections thereon (other than Excess Interest), any\nrelated REO Property (or beneficial interest(s) in the applicable portion thereof) acquired in respect of, and all proceeds of such REO\nProperty allocable to, such Mortgage Loan and other related assets, other property related thereto, and amounts received in respect thereof\nfrom time to time. **For the avoidance of doubt, none of the Mortgage Loans are or will be, as of the Closing Date, the sole Mortgage\nLoan included in a REMIC, and accordingly, there will be no Mortgage Loan REMICs and all references in this Agreement to “Mortgage\nLoan REMIC” and “Mortgage Loan REMICs” shall be disregarded.**\n\n“Mortgage Loan REMIC\nRegular Interest”: Any class of “regular interests”, within the meaning of Code Section 860G(a)(1), in a Mortgage\nLoan REMIC or portion thereof evidenced by the Note for the related Loan REMIC Held Mortgage Loan. The Class R Certificates will evidence\nbeneficial ownership of any Mortgage Loan REMIC Residual Interest. **For the avoidance of doubt, there will be no Mortgage Loan REMICs\nand, accordingly, no Mortgage Loan REMIC Regular Interests, and all references in this Agreement to “Mortgage Loan REMIC Regular\nInterest” and “Mortgage Loan REMIC Regular Interests” shall be disregarded.**\n\n“Mortgage Loan REMIC\nResidual Distribution Account”: If there are any Mortgage Loan REMIC Residual Interests, the account or accounts created and\nmaintained as a separate account or accounts by the Certificate Administrator pursuant to Section 3.05(d) of this Agreement, which\nshall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Savings Fund Society, FSB, as Trustee,\nfor the benefit of the registered Holders of Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series\n2026-V22, Class R, Mortgage Loan REMIC Residual Distribution Account” and which must be an Eligible Account. If established, the\nMortgage Loan REMIC Residual Distribution Account shall be held solely for the benefit of the Holders of the Class R Certificates. If\nestablished, the Mortgage Loan REMIC Residual Distribution Account shall be an asset of the Trust, but not an asset of any Trust REMIC.\n**For the avoidance of doubt, there will be no Mortgage Loan REMIC Residual Interests and, accordingly, no Mortgage Loan REMIC Residual**\n\n - 95 - \n\n \n\n**Distribution Account will be established,\nand all references in this Agreement to “Mortgage Loan REMIC Residual Distribution Account” shall be disregarded.**\n\n“Mortgage Loan REMIC\nResidual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2), in a\nMortgage Loan REMIC (but only if such class of residual interests is included in the Trust Fund as identified on Exhibit P hereto).\n**For the avoidance of doubt, there will be no Mortgage Loan REMICs and, accordingly, no Mortgage Loan REMIC Residual Interests, and\nall references in this Agreement to “Mortgage Loan REMIC Residual Interest” and “Mortgage Loan REMIC Residual Interests”\nshall be disregarded.**\n\n“Mortgage Loan Schedule”:\nThe list of Mortgage Loans included in the Trust Fund as of the Closing Date being attached hereto as Exhibit B, which list\nshall set forth the following information with respect to each Mortgage Loan:\n\n(i)                         the\nLoan Number;\n\n(ii)                      the\nstreet address (including city, state and zip code) and name of the related Mortgaged Property;\n\n(iii)                   the\nCut-off Date Balance;\n\n(iv)                  the\noriginal Mortgage Rate;\n\n(v)                      the\n(A) remaining term to maturity/ARD and (B) Maturity Date/ARD;\n\n(vi)                  in\nthe case of a Balloon Loan, the remaining amortization term;\n\n(vii)               the\nServicing Fee Rate (which may be presented as consisting of the following separate components: “Master Servicing Fee Rate (%)”,\n“Primary Servicing Fee Rate (%)”, “Subservicing Fee Rate (%)” and “Outside Servicing Fee Rate (%)”)\n(separately identifying any primary servicing fee rate or subservicing fee rate included in the Servicing Fee Rate, and in the case of\na Serviced Whole Loan, separately identifying the Servicing Fee Rate applicable to the related Serviced Companion Loan in such Serviced\nWhole Loan, and in the case of an Outside Serviced Mortgage Loan, separately identifying the primary servicing fee rate payable to the\nOutside Servicer);\n\n(viii)            the\nMortgage Loan Seller(s);\n\n(ix)                    whether\nthe Mortgage Loan is cross-collateralized and the cross-collateralized group it belongs to;\n\n(x)                       whether\nthe Mortgage Loan is an ARD Loan;\n\n(xi)                    the\nARD Loan final Maturity Date, if applicable;\n\n(xii)                 the\nRevised Rate, if applicable;\n\n - 96 - \n\n \n\n(xiii)              whether\nsuch Mortgage Loan is part of a Serviced Whole Loan, in which case the information required by clauses (iii), (iv), (v), (vi) and\n(vii) above shall also be set forth for the Serviced Companion Loan in the related Serviced Whole Loan; and\n\n(xiv)             whether\nthe related Mortgaged Property is in a flood zone and, if applicable, the flood zone code thereof.\n\n“Mortgage Loan Seller”:\nEach of CREFI, GSMC, GACC and Barclays, and their respective successors in interest.\n\n“Mortgage Loan Seller\nSub-Servicer”: A Sub-Servicer required to be retained by the Master Servicer by a Mortgage Loan Seller, as listed on\nExhibit S to this Agreement, or any successor thereto.\n\n“Mortgage Pool”:\nAll of the Mortgage Loans and any successor REO Mortgage Loans, collectively. The Mortgage Pool does not include the Companion Loans or\nany related REO Companion Loans.\n\n“Mortgage Rate”:\nWith respect to any Mortgage Loan (including an REO Mortgage Loan) or Serviced Companion Loan (including an REO Companion Loan), the *per\nannum* rate at which interest accrues (or, if and while it is an REO Mortgage Loan or REO Companion Loan, is deemed to accrue) on such\nMortgage Loan or Serviced Companion Loan, as the case may be (which, in the case of the Mountain Industrial Portfolio Mortgage Loan, is\nthe weighted average of the various *per annum* rates at which interest accrues on the respective components of such Mortgage Loan),\nas stated in the related promissory note, mortgage loan agreement or Co-Lender Agreement, in each case without giving effect to the\nDefault Rate, any Excess Interest or any Revised Rate with respect to such Mortgage Loan or Serviced Companion Loan, as the case may be.\n\n“Mortgaged Property”:\nThe underlying property securing a Mortgage Loan and the related Companion Loan(s), including any REO Property (including with respect\nto an Outside Serviced Mortgage Loan), consisting of a fee simple estate, and, with respect to certain Mortgage Loans and any related\nCompanion Loan(s), a leasehold estate, or both a leasehold estate and a fee simple estate, or a leasehold estate in a portion of the property\nand a fee simple estate in the remainder, in a parcel of land improved by a commercial property, together with any personal property,\nfixtures, leases and other property or rights pertaining thereto.\n\n“Mortgagor”:\nThe obligor or obligors on a Note evidencing a Trust Loan and any related Note(s) in favor of any related Companion Loan Holder(s), including,\nwithout limitation, any Person that has acquired the related Mortgaged Property and assumed the obligations of the original obligor under\nsuch Note evidencing a Trust Loan and any such Note(s) in favor of any related Companion Loan Holder(s).\n\n“Mortgagor Accounts”:\nAs defined in Section 3.07(a) of this Agreement.\n\n“MTN 2026-LPFX TSA”:\nThe Outside Servicing Agreement that is governing the servicing of the Mountain Industrial Portfolio Whole Loan as of the Closing Date\nand pursuant to\n\n - 97 - \n\n \n\nwhich the MTN Commercial Mortgage Trust 2026-LPFX,\nCommercial Mortgage Pass-Through Certificates, Series 2026-LPFX, were issued.\n\n“Net Condemnation\nProceeds”: The Condemnation Proceeds received with respect to any Mortgage Loan or Serviced Companion Loan (including an REO\nMortgage Loan or REO Companion Loan) net of the amount of (i) costs and expenses incurred with respect thereto and (ii) amounts\nrequired to be applied to the restoration or repair of the related Mortgaged Property; *provided* that, in the case of an Outside\nServiced Mortgage Loan, “Net Condemnation Proceeds” under this Agreement shall be limited to any related Condemnation Proceeds\nthat are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the\nrelated Co-Lender Agreement.\n\n“Net Insurance Proceeds”:\nInsurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released\nto the Mortgagor in accordance with the express requirements of the Mortgage or Note or other Loan Documents included in the Mortgage\nFile or in accordance with the Servicing Standard, or with respect to the environmental insurance policy, applied to pay any costs, expenses,\npenalties, fines or similar items; *provided* that, in the case of an Outside Serviced Mortgage Loan, “Net Insurance Proceeds”\nunder this Agreement shall be limited to any related Insurance Proceeds that are received by the Trust Fund in connection with such Outside\nServiced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.\n\n“Net Liquidation\nProceeds”: The Liquidation Proceeds received by the Trust Fund with respect to any Mortgage Loan or Serviced Whole Loan (including\nan REO Mortgage Loan or REO Companion Loan) net of the amount of Liquidation Expenses incurred with respect thereto.\n\n“Net Mortgage Rate”:\nWith respect to any Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan\n(including any successor REO Companion Loan with respect thereto), the *per annum* rate equal to the related Mortgage Rate *minus*\nthe related Administrative Cost Rate.\n\n“Net Mortgage Pass-Through\nRate”: (a) With respect to any Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Trust\nSubordinate Companion Loan (including any successor REO Companion Loan with respect thereto) that accrues interest on a 30/360 Basis,\nfor any Distribution Date, the Net Mortgage Rate in effect for such Mortgage Loan or Trust Subordinate Companion Loan during the one-month\naccrual period applicable to the Due Date for such Mortgage Loan or Trust Subordinate Companion Loan that occurs in the same month as\nthat Distribution Date; and (b) with respect to any Mortgage Loan (including any successor REO Mortgage Loan with respect thereto)\nor Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto) that accrues interest on an Actual/360\nBasis, for any Distribution Date, the annualized rate at which interest would have to accrue in respect of such Mortgage Loan or Trust\nSubordinate Companion Loan on a 30/360 Basis in order to produce the aggregate amount of interest actually accrued (or, in the event of\na voluntary or involuntary principal prepayment affecting same, that otherwise would have accrued) in respect of such Mortgage Loan or\nTrust Subordinate Companion Loan (adjusted to the related Net Mortgage Rate and, if applicable, exclusive of any Excess Interest)\n\n - 98 - \n\n \n\nduring the one-month accrual period applicable\nto the Due Date for such Mortgage Loan or Trust Subordinate Companion Loan that occurs in the same month as that Distribution Date. However,\nwith respect to each Mortgage Loan and Trust Subordinate Companion Loan that accrues interest on an Actual/360 Basis: (i) when determining\nthe related Net Mortgage Pass-Through Rate for the Distribution Date in January (except during a leap year) or February of any year\nbeginning in 2027 (in any event unless that Distribution Date is the final Distribution Date), the “aggregate amount of interest\nactually accrued (or, in the event of a voluntary or involuntary principal prepayment affecting same, that otherwise would have accrued)”,\nas referred to in clause (b) of the preceding sentence, shall be deemed to exclude the related Withheld Amount to be transferred\nto the Interest Reserve Account in such month; (ii) when determining the related Net Mortgage Pass-Through Rate for the Distribution\nDate in March (or in February if the final Distribution Date occurs in such particular month of February) in any year, beginning in 2027,\nthe “aggregate amount of interest actually accrued (or, in the event of a voluntary or involuntary principal prepayment affecting\nsame, that otherwise would have accrued)”, as referred to in clause (b) of the preceding sentence, shall be deemed to include\nany related Initial Interest Deposit Amount(s) and/or Withheld Amount(s) to be deposited in the Lower-Tier REMIC Distribution Account\n(or any related Trust Subordinate Companion Loan REMIC Distribution Account, if applicable) for distribution on such Distribution Date;\nand (iii) when determining the related Net Mortgage Pass-Through Rate for the initial Distribution Date in June 2026, but only if such\nMortgage Loan or Trust Subordinate Companion Loan, as the case may be, does not provide for a Due Date or Monthly Payment in June 2026,\nthe “aggregate amount of interest actually accrued (or, in the event of a voluntary or involuntary principal prepayment affecting\nsame, that otherwise would have accrued)”, as referred to in clause (b) of the preceding sentence, will be deemed to equal the related\nInitial Month’s Interest Deposit Amount (adjusted to the related Net Mortgage Rate) to be deposited in the Collection Account on\nthe Closing Date). In addition, the Net Mortgage Pass-Through Rate with respect to any Mortgage Loan or Trust Subordinate Companion\nLoan for any Distribution Date shall be determined without regard to: (i) any modification, waiver or amendment of the terms of such\nMortgage Loan or Trust Subordinate Companion Loan, whether agreed to by the Master Servicer, the Special Servicer, an Outside Servicer\nor an Outside Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related borrower; (ii) the\noccurrence and continuation of a default under such Mortgage Loan or Trust Subordinate Companion Loan; (iii) the passage of the related\nmaturity date or, in the case of an ARD Loan, the related Anticipated Repayment Date; and (iv) the related Mortgaged Property becoming\nan REO Property. With respect to any Loan REMIC Held Mortgage Loan, the computations set forth above shall be made with respect to the\nrelated Mortgage Loan REMIC Regular Interest instead of with respect to such Loan REMIC Held Mortgage Loan.\n\n“Net Operating Income”:\nWith respect to any Mortgaged Property, for any Mortgagor’s fiscal year end, Net Operating Income will be calculated in accordance\nwith the standard definition of “Net Operating Income” approved from time to time endorsed and put forth by CREFC®.\n\n“Net REO Proceeds”:\nWith respect to each REO Property and any related REO Mortgage Loan or REO Companion Loan, REO Proceeds received by the Trust Fund with\nrespect to such REO Property, REO Mortgage Loan or REO Companion Loan (other than the proceeds of a liquidation thereof), net of any insurance\npremiums, taxes, assessments, ground rents and other costs and expenses permitted to be paid therefrom pursuant to Section 3.16(b)\nof this Agreement;\n\n - 99 - \n\n \n\n*provided* that, in the case of an REO\nProperty that relates to an Outside Serviced Mortgage Loan, “Net REO Proceeds” under this Agreement shall be limited to any\nREO Proceeds that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set\nforth in the related Co-Lender Agreement.\n\n“New Lease”:\nAny lease of REO Property entered into on behalf of the Trust Fund, including any lease renewed or extended on behalf of the Trust Fund,\nif the Trust Fund has the right to renegotiate the terms of such lease.\n\n“Non-Book Entry\nCertificates”: As defined in Section 5.02(c)(iii) of this Agreement.\n\n“Non-Conforming\nPolicy”: As defined in Section 3.08(a) of this Agreement.\n\n“Non-Exempt Person”\nshall mean any Person other than a Person who either (i) is a U.S. person or (ii) has provided to the Certificate Administrator\nfor the relevant year such duly executed form(s) or statement(s) which may, from time to time, be prescribed by law and which, pursuant\nto applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person, (B) the\nCode or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Certificate\nAdministrator to make such payments free of any obligation or liability for withholding, *provided* that duly executed form(s) provided\nto the Certificate Administrator pursuant to Section 5.03(o)(ii), shall be sufficient to evidence that such providing Person is\nnot a Non-Exempt Person.\n\n“Non-Reduced\nCertificates”: As of any date of determination, any Class of Principal Balance Certificates then outstanding for which\n(a)(1) the initial Certificate Balance of such Class of Certificates *minus* (2) the sum (without duplication) of\n(x) the aggregate payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of\nsuch Class of Certificates as of such date of determination, (y) any Appraisal Reduction Amounts allocated to such Class of\nCertificates as of such date of determination and (z) any applicable Realized Losses previously allocated to such Class of Certificates\nas of such date of determination, is equal to or greater than (b) 25% of the remainder of (i) the initial Certificate Balance\nof such Class of Certificates *less* (ii) any payments of principal (whether as principal prepayments or otherwise) previously\ndistributed to the Holders of that Class of Certificates as of such date of determination.\n\n“Non-Reduced Loan-Specific\nCertificates”: As of any date of determination, any Class of Loan-Specific Principal Balance Certificates then outstanding for\nwhich (a) (1) the initial Certificate Balance of such Class of Loan-Specific Principal Balance Certificates *minus* (2) the sum (without\nduplication) of (x) the aggregate payments of principal (whether as principal prepayments or otherwise) previously distributed to the\nHolders of such Class of Loan-Specific Principal Balance Certificates as of such date of determination, (y) any Appraisal Reduction Amounts\nallocated to such Class of Loan-Specific Principal Balance Certificates as of the date of determination and (z) any applicable Realized\nLosses previously allocated to such class of Loan-Specific Principal Balance Certificates, is equal to or greater than (b) 25% of the\nremainder of (i) the initial Certificate Balance of such Class of Loan-Specific Principal Balance Certificates *less* (ii) any payments\nof principal (whether as principal prepayments or otherwise) previously\n\n - 100 - \n\n \n\ndistributed to the Holders of such Class of\nLoan-Specific Principal Balance Certificates as of such date of determination. **For the avoidance of doubt, no Trust Subordinate Companion\nLoans will be included in the Trust Fund and no Loan-Specific Certificates will be issued under this Agreement. Accordingly, all references\nto “Non-Reduced Loan-Specific Certificate” and “Non-Reduced Loan-Specific Certificates” in this Agreement shall\nbe disregarded.**\n\n“Non-Specially\nServiced Loan”: A Trust Loan that is not, and is not part of, a Specially Serviced Loan.\n\n“Non-U.S. Beneficial\nOwnership Certification”: As defined in Section 5.03(f) of this Agreement.\n\n“Non-U.S. Tax\nPerson”: A person other than a U.S. Tax Person.\n\n“Non-Vertically\nRetained Available Funds”: With respect to any Distribution Date, an amount equal to the Non-Vertically Retained Percentage\nof the Aggregate Available Funds for such Distribution Date.\n\n“Non-Vertically\nRetained Certificates”: All Certificates other than, if issued, the Class VRR Certificates.\n\n“Non-Vertically\nRetained Percentage”: An amount expressed as a percentage equal to 100% less the Vertically Retained Percentage.\n\n“Non-Vertically\nRetained Principal Balance Certificates”: All Principal Balance Certificates other than the Class VRR Certificates.\n\n“Non-Vertically\nRetained Regular Certificates”: The Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class\nX-D, Class A-S, Class B, Class C, Class D, Class E, Class F-RR and Class G-RR Certificates, collectively.\n\n“Non-Vertically\nRetained Yield Maintenance Charge”: As defined in Section 4.01(d)(ii).\n\n“Nonrecoverable\nAdvance”: Any Nonrecoverable P&I Advance or Nonrecoverable Property Advance. Workout-Delayed Reimbursement Amounts shall\nconstitute a Nonrecoverable Advance only when the Person making such determination in accordance with the procedures specified in Sections 3.20\nand 4.06, the definition of Nonrecoverable P&I Advance or the definition of Nonrecoverable Property Advance, as applicable,\nand taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed Reimbursement\nAmounts, would not ultimately be recoverable from late collections or any other recovery on or in respect of the related Trust Loan or\nServiced Whole Loan or REO Property (or the Trust’s interest therein), as applicable, or (b) has determined that such Workout-Delayed\nReimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts (that have not been reimbursed to the party that\nmade such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately recoverable from the principal portion of future general\ncollections on the applicable Trust Loan(s) and REO Property or Properties (or the Trust’s interest therein), as applicable. For\nthe avoidance of doubt, any\n\n - 101 - \n\n \n\nnon-recoverability determination with respect\nto a Trust Subordinate Companion Loan shall take into account the subordinate nature of such Trust Subordinate Companion Loan.\n\n“Nonrecoverable\nP&I Advance”: With respect to any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) or Trust Subordinate\nCompanion Loan (or any successor REO Companion Loan with respect thereto), any P&I Advance previously made or proposed to be made\nin respect of such Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan (or any\nsuccessor REO Companion Loan with respect thereto), as applicable, by the Master Servicer or the Back-Up Advancing Agent, which P&I\nAdvance such party or the Special Servicer has determined pursuant to and in accordance with Section 4.06 of this Agreement,\nwould not or will not be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds,\nor any other recovery on or in respect of such Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) or such Trust Subordinate\nCompanion Loan (or any successor REO Companion Loan with respect thereto), as the case may be.\n\n“Nonrecoverable\nProperty Advance”: Any Property Advance (including any Emergency Advance) previously made or proposed to be made in respect\nof a Serviced Mortgage Loan, Serviced Whole Loan or REO Property by the Master Servicer, the Special Servicer or the Back-Up Advancing\nAgent, which Property Advance the advancing party (or, in the case of an Emergency Advance made by the Special Servicer pursuant to the\nproviso to the penultimate sentence of Section 3.20(e), the reimbursing party) or, if different, the Special Servicer has\ndetermined pursuant to and in accordance with Section 3.20 of this Agreement, would not or will not, as applicable, be ultimately\nrecoverable from late payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or any other recovery on or in respect\nof such Serviced Mortgage Loan, Serviced Whole Loan or REO Property, as the case may be. Any Property Advance (including any Emergency\nAdvance) that is not required to be repaid by the related Mortgagor under the terms of the related Loan Documents shall be deemed to be\na Nonrecoverable Advance for purposes of the Master Servicer’s, the Special Servicer’s or the Back-Up Advancing Agent’s\nentitlement to reimbursement for such Advance. In the case of an Outside Serviced Mortgage Loan or any related REO Property, the term\n“Nonrecoverable Property Advance” shall have the meaning assigned thereto in the Outside Servicing Agreement.\n\n“Note”\nor “Mortgage Note”: With respect to any Mortgage Loan or Companion Loan as of any date of determination, the note (or,\ncollectively, the notes) or other evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Mortgage\nLoan or Companion Loan, as the case may be, including any amendments or modifications, or any renewal or substitution notes, as of such\ndate.\n\n“Notice of Termination”:\nAny of the notices given to the Certificate Administrator by the Master Servicer, the Depositor or any Holder of a Class R Certificate\npursuant to Section 9.01(c).\n\n“Notifying Party”:\nAs defined in Section 3.01(i).\n\n“Notional Amount”:\nFor any date of determination, the notional amount upon which interest accrues with respect to any Class of Interest-Only Trust Certificates.\n\n - 102 - \n\n \n\n“NRSRO”:\nA nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act.\n\n“NRSRO Certification”:\nA certification executed by an NRSRO (other than a Rating Agency) in favor of the Rule 17g-5 Information Provider substantially\nin the form attached as Exhibit M-5 hereto that states that such NRSRO has provided the Depositor with the appropriate\ncertifications pursuant to paragraph (e) of Rule 17g-5 under the Exchange Act and that such NRSRO will keep any information\nobtained from the Rule 17g-5 Information Provider’s Website confidential, except to the extent such information has been\nmade available to the general public. Each NRSRO shall be deemed to recertify to the foregoing each time it accesses the Rule 17g-5\nInformation Provider’s Website.\n\n“OCC”:\nThe Office of the Comptroller of the Currency, and its successors in interest.\n\n“Offering Circular”:\nThe offering circular dated May 8, 2026, relating to the Private Certificates (other than the Class VRR Certificates (if issued),\nthe Class S Certificates (if issued) and the Loan-Specific Certificates (if issued)).\n\n“Officer’s\nCertificate”: With respect to any Person, a certificate signed by an authorized officer of such Person or, in the case of the\nMaster Servicer or the Special Servicer, a Servicing Officer, and delivered to the Depositor, the Trustee, the Certificate Administrator,\nthe Master Servicer or the Special Servicer, as the case may be.\n\n“Operating Advisor”:\nBellOak, LLC, a Delaware limited liability company, or its successor in interest, or any successor Operating Advisor appointed as herein\nprovided.\n\n“Operating Advisor\nAnnual Report”: As defined in Section 3.29(e) of this Agreement.\n\n“Operating Advisor\nConsultation Trigger Event”: With respect to any Serviced Loan, the event that occurs when the aggregate Certificate Balance\nof the HRR Interest (as notionally reduced by any Cumulative Appraisal Reduction Amount then allocable to the HRR Interest in accordance\nwith Section 3.10(a) of this Agreement) is 25% or less of the initial aggregate Certificate Balance of the HRR Interest; *provided*\nthat an Operating Advisor Consultation Trigger Event shall at all times be deemed to exist with respect to Excluded Mortgage Loans; and\n*provided* that, in the case of a Trust Subordinate Companion Whole Loan Securitization, a related Loan-Specific Operating Advisor\nConsultation Trigger Event shall also constitute an Operating Advisor Consultation Trigger Event.\n\n“Operating Advisor\nConsulting Fee”: A fee for each Major Decision on which the Operating Advisor has consultation rights equal to $10,000 or such\nlesser amount as the related Mortgagor pays with respect to any Serviced Mortgage Loan (or Serviced Whole Loan, if applicable), payable\npursuant to Section 3.06(a) and Section 3.06A(a) of this Agreement; *provided*, that the Operating Advisor\nConsulting Fee shall be payable only to the extent such fee is actually received from the related Mortgagor as a separately identifiable\nfee; *provided*, *further* that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee\nwith respect to any Major Decision; and *provided*, *further* that the Master Servicer or Special\n\n - 103 - \n\n \n\nServicer, as applicable, may waive or reduce\nthe amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver\nis in accordance with the Servicing Standard (*provided* that the Master Servicer or the Special Servicer, as applicable, shall consult\nwith the Operating Advisor on a non-binding basis prior to any such waiver or reduction).\n\n“Operating Advisor\nFee”: With respect to any Trust Loan (or any successor REO Trust Loan with respect thereto) and any Distribution Date, an amount\naccrued during the related Interest Accrual Period at the applicable Operating Advisor Fee Rate on, in the case of the initial Distribution\nDate, the Cut-off Date Balance of such Trust Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of\nsuch Trust Loan as of the close of business on the Distribution Date in the related Interest Accrual Period; *provided* that such\namounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due\nor deemed due on the related Trust Loan is computed and shall be prorated for partial periods. Such fee shall be in addition to, and not\nin lieu of, any other fee or other sum payable to the Operating Advisor under this Agreement. For the avoidance of doubt, the Operating\nAdvisor Fee shall be payable from the Lower-Tier REMIC.\n\n“Operating Advisor\nFee Rate”: With respect to each Interest Accrual Period, a rate equal to 0.00212% *per annum* with respect to each Trust\nLoan (or any successor REO Trust Loan with respect thereto).\n\n“Operating Advisor\nPersonnel”: The divisions and individuals of the Operating Advisor who are involved in the performance of the duties of the\nOperating Advisor under this Agreement.\n\n“Operating Advisor\nStandard”: As defined in Section 3.29(b) of this Agreement.\n\n“Operating Advisor\nTermination Event”: As defined in Section 7.06(a) of this Agreement.\n\n“Opinion of Counsel”:\nA written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Operating Advisor, the Asset Representations\nReviewer, the Special Servicer or the Master Servicer, as the case may be, reasonably acceptable to the Trustee and the Certificate Administrator,\nexcept that any opinion of counsel relating to (a) qualification of a Trust REMIC or the imposition of tax under the REMIC Provisions\non any income or property of any such Trust REMIC, (b) compliance with the REMIC Provisions (including application of the definition\nof “Independent Contractor”), (c) qualification of the Grantor Trust as a grantor trust under the Grantor Trust\nProvisions or (d) a resignation of the Master Servicer or Special Servicer pursuant to Section 6.04, must be an opinion\nof counsel who is Independent of the Depositor, the Special Servicer, the Master Servicer, the Operating Advisor and the Asset Representations\nReviewer.\n\n“Other 17g-5\nInformation Provider”: The applicable other “17g-5 information provider” under an Other Pooling and Servicing\nAgreement relating to a Serviced Companion Loan.\n\n - 104 - \n\n \n\n“Other Asset Representations\nReviewer”: Any party acting as “asset representations reviewer” (within the meaning of Item 1101(m) of Regulation\nAB) under an Other Pooling and Servicing Agreement.\n\n“Other Crossed Loans”:\nAs defined in Section 2.03(a) of this Agreement.\n\n“Other Depositor”:\nWith respect to a Serviced Companion Loan or a Serviced Whole Loan, the “depositor” (within the meaning of Item 1101(e) of\nRegulation AB) of any related Other Securitization Trust.\n\n“Other Exchange\nAct Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of the Exchange\nAct, the trustee, certificate administrator, master servicer, special servicer or depositor under the related Other Pooling and Servicing\nAgreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D, Form ABS-EE and Form 10-K with\nrespect to such Other Securitization Trust, as identified in writing to the parties to this Agreement; and, with respect to any Other\nSecuritization Trust that is not subject to the reporting requirements of the Exchange Act, the trustee, certificate administrator, master\nservicer, special servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for the preparation\nand/or dissemination of periodic distribution date statements or similar reports, as identified in writing to the parties to this Agreement.\n\n“Other Indemnified\nParty”: As defined in Section 8.05(c) of this Agreement.\n\n“Other Operating\nAdvisor”: The applicable other “operating advisor” under an Other Pooling and Servicing Agreement relating to a\nServiced Companion Loan.\n\n“Other Operating\nAdvisor Consultation Trigger Event”: With respect to any Regulation RR Other PSA, an “Operating Advisor Consultation Trigger\nEvent” (or analogous concept) under such related Regulation RR Other PSA.\n\n“Other Pooling and\nServicing Agreement”: With respect to a Serviced Companion Loan or the related Serviced Whole Loan, the pooling and servicing\nagreement or other comparable agreement governing the creation of any related Other Securitization Trust and the issuance of securities\nbacked by the assets of such Other Securitization Trust, but not the servicing of such Serviced Companion Loan or Serviced Whole Loan\nor the related Mortgage Loan.\n\n“Other PSA Asset\nReview”: With respect to any Serviced Companion Loan, any review of representations and warranties with respect to such Serviced\nCompanion Loan conducted by any related Other Asset Representations Reviewer.\n\n“Other Securitization\nTrust”: Any “issuing entity” (within the meaning of Item 1101(f) of Regulation AB) that holds a Serviced Companion\nLoan or successor REO Companion Loan (or any portion thereof or interest therein), as identified in writing to the parties to this Agreement.\n\n“Other Servicer”:\nThe applicable other “master servicer” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan.\n\n - 105 - \n\n \n\n“Other Special Servicer”:\nThe applicable other “special servicer” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan.\n\n“Other Trustee”:\nThe applicable other “trustee” or, if applicable, the other “certificate administrator” or, if applicable, the\nother “custodian” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan.\n\n“Outside Certificate\nAdministrator”: With respect to an Outside Serviced Mortgage Loan, the certificate administrator under the applicable Outside\nServicing Agreement.\n\n“Outside Controlling\nNote Holder”: With respect to any Whole Loan that is, and only for so long as such Whole Loan is, a Serviced Outside Controlled\nWhole Loan, at any such time, the holder of the related controlling note (regardless of whether such note evidences a Pari Passu Companion\nLoan or a Subordinate Companion Loan) or such holder’s designated representative; *provided* that if, with respect to any Serviced\nOutside Controlled Whole Loan, the related controlling note is included in a securitization trust, the Outside Controlling Note Holder\nshall be the party designated under the pooling and servicing agreement, trust and servicing agreement or comparable agreement governing\nthe securitization of the related controlling note as authorized to exercise the rights of the holder of the related controlling note;\nand *provided, further*, that the right of any such designated party to exercise some or all of such rights may terminate or shift\nto another designated party upon the occurrence of certain trigger events if and to the extent set forth in the pooling and servicing\nagreement, trust and servicing agreement or comparable agreement governing the securitization of the related controlling note. With respect\nto each Servicing Shift Whole Loan, the holder of the related controlling note (regardless of whether such note evidences a Pari Passu\nCompanion Loan or a Subordinate Companion Loan) will (i) be an Outside Controlling Note Holder prior to the related Servicing Shift Date\nand (ii) cease to be an Outside Controlling Note Holder on and after the related Servicing Shift Date. With respect to each Serviced AB\nWhole Loan (other than a Trust Subordinate Companion Whole Loan), the holder of a related Subordinate Companion Loan will be an Outside\nControlling Note Holder for so long as such Subordinate Companion Loan (or, in the case of a Serviced AB Whole Loan with multiple Subordinate\nCompanion Loans, at least one such Subordinate Companion Loan) is not the subject of a “control appraisal period” (or analogous\nconcept) and not held by a “borrower-related party” (or analogous concept), in any event under the related Co-Lender\nAgreement.\n\n“Outside Custodian”:\nWith respect to an Outside Serviced Mortgage Loan, the custodian under the applicable Outside Servicing Agreement.\n\n“Outside Depositor”:\nWith respect to an Outside Serviced Mortgage Loan, the depositor under the applicable Outside Servicing Agreement.\n\n“Outside Operating\nAdvisor”: With respect to an Outside Serviced Mortgage Loan, the operating advisor under the applicable Outside Servicing Agreement.\n\n“Outside Paying\nAgent”: With respect to an Outside Serviced Mortgage Loan, the paying agent under the applicable Outside Servicing Agreement.\n\n - 106 - \n\n \n\n“Outside Securitization\nTrust”: With respect to any Outside Serviced Mortgage Loan, the “issuing entity” (within the meaning of Item 1101(f)\nof Regulation AB) that holds a related Outside Serviced Companion Loan (or any portion thereof or interest therein) and is created under\nthe related Outside Servicing Agreement.\n\n“Outside Service\nProviders”: With respect to any Outside Serviced Mortgage Loan, the related Outside Trustee, Outside Custodian, Outside Certificate\nAdministrator, Outside Paying Agent, Outside Servicer, Outside Special Servicer and any sub-servicer of any of the foregoing.\n\n“Outside Serviced\nCo-Lender Agreement”: The Co-Lender Agreement for an Outside Serviced Whole Loan. With respect to each Servicing Shift\nMortgage Loan and the related Servicing Shift Whole Loan, the related Co-Lender Agreement shall be an Outside Serviced Co-Lender\nAgreement on and after the related Servicing Shift Date.\n\n“Outside Serviced\nCompanion Loan”: Any Companion Loan that is part of an Outside Serviced Whole Loan. With respect to each Servicing Shift Mortgage\nLoan and the related Servicing Shift Whole Loan, each related Companion Loan shall be an Outside Serviced Companion Loan on and after\nthe related Servicing Shift Date.\n\n“Outside Serviced\nMortgage Loan”: Any Mortgage Loan that is part of an Outside Serviced Whole Loan. Each Servicing Shift Mortgage Loan shall be\nan Outside Serviced Mortgage Loan on and after the related Servicing Shift Date.\n\n“Outside Serviced\nServicing Shift Mortgage Loan”: Any Mortgage Loan that is part of an Outside Serviced Whole Loan.\n\n“Outside Serviced\nServicing Shift Whole Loan”: An Outside Serviced Whole Loan as to which the servicing thereof will, upon the inclusion of the\nrelated Controlling Pari Passu Companion Loan in a future securitization, shift to the pooling and servicing agreement or other comparable\nagreement governing the securitization of such related Controlling Pari Passu Companion Loan (whether by itself or with other mortgage\nassets).\n\n“Outside Serviced\nWhole Loan”: Any Whole Loan that is not serviced under this Agreement, but instead is being serviced pursuant to the pooling\nand servicing agreement, trust and servicing agreement or other comparable agreement governing the securitization of a related Companion\nLoan (whether by itself or with other mortgage assets), or pursuant to any successor servicing agreement contemplated by the related Co-Lender\nAgreement. The only Outside Serviced Whole Loans related to the Trust as of the Closing Date are the Whole Loans as to which “Outside\nServiced” is set forth in the Whole Loan Table under the column heading “Servicing Type.” Each Servicing Shift Whole\nLoan shall be an Outside Serviced Whole Loan on and after the related Servicing Shift Date.\n\n“Outside Serviced\nWhole Loan Noteholders”: With respect to an Outside Serviced Whole Loan, the holder of the related Outside Serviced Mortgage\nLoan and the holder(s) of the related Outside Serviced Companion Loan(s), collectively.\n\n - 107 - \n\n \n\n“Outside Servicer”:\nWith respect to an Outside Serviced Mortgage Loan, the servicer or master servicer, as applicable, under the applicable Outside Servicing\nAgreement.\n\n“Outside Servicing\nAgreement”: With respect to an Outside Serviced Mortgage Loan or the related Outside Serviced Whole Loan, the pooling and servicing\nagreement, trust and servicing agreement or other comparable agreement governing the creation of an Outside Securitization Trust that\nincludes a related Outside Serviced Companion Loan, the issuance of securities backed by the assets of such Outside Securitization Trust\nand the servicing of such Outside Serviced Mortgage Loan, such Outside Serviced Whole Loan and the related Outside Serviced Companion\nLoan(s), or any successor servicing agreement with respect to such Outside Serviced Mortgage Loan, such Outside Serviced Whole Loan and\nthe related Outside Serviced Companion Loan(s) contemplated by the related Co-Lender Agreement. The only Outside Servicing Agreements\nrelated to the Trust as of the Closing Date are identified in the Whole Loan Table under the column heading “Outside Servicing Agreement.”\nWith respect to each Servicing Shift Mortgage Loan and the related Servicing Shift Whole Loan, on or after the related Servicing Shift\nDate, the related Servicing Shift Mortgage Loan Pooling and Servicing Agreement shall be an Outside Servicing Agreement.\n\n“Outside Special\nServicer”: With respect to an Outside Serviced Mortgage Loan, the special servicer under the applicable Outside Servicing Agreement.\n\n“Outside Trustee”:\nWith respect to an Outside Serviced Mortgage Loan, the trustee under the applicable Outside Servicing Agreement.\n\n“Ownership Interest”:\nAny record or beneficial interest in a Class R Certificate.\n\n“P&I Advance”:\nAs to any Trust Loan (including any Outside Serviced Mortgage Loan and any REO Trust Loan), any advance made or required to be made by\nthe Master Servicer or the Back-Up Advancing Agent pursuant to Section 4.06 of this Agreement. Each reference to the payment\nor reimbursement of a P&I Advance shall be deemed to include, whether or not specifically referred to but without duplication, payment\nor reimbursement of interest thereon at the Advance Rate to but excluding the date of payment or reimbursement.\n\n“Pari Passu Companion\nLoan”: A Companion Loan that, pursuant to the related Loan Documents and/or the related Co-Lender Agreement, is *pari\npassu* in right of payment to the related Split Mortgage Loan. The only Pari Passu Companion Loans related to the Trust as of the Closing\nDate are evidenced by the Notes identified in the Whole Loan Table under the column heading “Pari Passu Companion Loan(s),”\neach of which Notes evidences a separate Pari Passu Companion Loan.\n\n“Pari Passu Indemnified\nItems”: As defined in Section 3.01(j)(ii) of this Agreement.\n\n“Pari Passu Indemnified\nParty”: As defined in Section 3.01(j)(ii) of this Agreement.\n\n - 108 - \n\n \n\n“Pari Passu Whole\nLoan”: A Whole Loan that includes a Pari Passu Companion Loan. The only Pari Passu Whole Loans related to the Trust are those\nwith related Notes listed in the Whole Loan Table under the column heading “Pari Passu Companion Loan(s).”\n\n“Pass-Through\nRate”: Each of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the Class X-A\nPass-Through Rate, the Class X-B Pass-Through Rate, the Class A-S Pass-Through Rate, the Class B Pass-Through\nRate, the Class C Pass-Through Rate, the Class X-D Pass-Through Rate, the Class D Pass-Through Rate, the\nClass E Pass-Through Rate, the Class F-RR Pass-Through Rate and the Class G-RR Pass-Through Rate. The Class S Certificates,\nthe Class R Certificates and, other than for tax reporting purposes, the Class VRR Certificates and the Uncertificated VRR Interest\ndo not have Pass-Through Rates.\n\n“Paying Agent”:\nThe paying agent appointed pursuant to Section 5.06 of this Agreement.\n\n“Penalty Charges”:\nWith respect to any Serviced Loan (or successor REO Mortgage Loan or successor REO Companion Loan), any amounts actually collected thereon\nfrom the Mortgagor that represent default charges, penalty charges, late fees and/or Default Interest (in the case of any Split Mortgage\nLoan or Serviced Companion Loan, to the extent allocable thereto pursuant to the related Co-Lender Agreement, and, in the case of\na Serviced Companion Loan, to the extent not payable to the Serviced Companion Loan Holder, and, in the case of an Outside Serviced Mortgage\nLoan, any such amounts remitted by the related Outside Servicer to the Master Servicer).\n\n“Percentage Allocation\nEntitlement”: (a) With respect to the Combined VRR Interest, the Vertically Retained Percentage; and (b) with respect to the\nNon-Vertically Retained Regular Certificates, the Non-Vertically Retained Percentage.\n\n“Percentage Interest”:\nAs to any Trust Certificate, the percentage interest evidenced thereby in distributions required to be made with respect to the related\nClass. With respect to any Trust Certificate (other than a Class S or Class R Certificate), the percentage interest is equal\nto the initial denomination as of the Closing Date of such Trust Certificate, *divided* by the initial Certificate Balance or Notional\nAmount, as applicable, of the related Class of Trust Certificates. With respect to any Class S or Class R Certificate,\nthe percentage interest is set forth on the face thereof.\n\n“Performing Party”:\nAs defined in Section 10.12 of this Agreement.\n\n“Performing Serviced\nCompanion Loan”: A Serviced Companion Loan that is not, and is not part of, a Specially Serviced Loan or REO Loan.\n\n“Performing Serviced\nLoan”: A Performing Serviced Mortgage Loan, a Performing Serviced Companion Loan or a Performing Serviced Whole Loan, as the\ncontext may require.\n\n“Performing Serviced\nMortgage Loan”: A Serviced Mortgage Loan that is not, and is not part of, a Specially Serviced Loan or an REO Loan.\n\n - 109 - \n\n \n\n“Performing Serviced\nWhole Loan”: A Serviced Whole Loan that is not a Specially Serviced Loan or an REO Whole Loan.\n\n“Permitted Investments”:\nAny one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business\nDay preceding the date upon which such funds are required to be drawn (*provided* that funds invested by the Certificate Administrator\nin Permitted Investments managed or advised by the Certificate Administrator may (or, as and when contemplated under Section 3.07(c),\nshall) mature on the Distribution Date) and a maximum maturity of 365 days (except for the investment in clause (viii) below), regardless\nof whether issued by the Depositor, the Master Servicer, the Trustee, the Certificate Administrator or any of their respective Affiliates\nand having at all times the required ratings, if any, provided for in this definition, unless each Rating Agency and Companion Loan Rating\nAgency shall have provided a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, relating to the Certificates\nand Serviced Companion Loan Securities:\n\n(i)                        obligations\nof, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality thereof;\n*provided* such obligations are backed by the full faith and credit of the United States of America including, without limitation,\nobligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates of beneficial\nownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed Title XI financing),\nthe Small Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S. Department of Housing\nand Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); *provided,\nhowever,* that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that\ncannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest\nrate index *plus* a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject\nto liquidation prior to their maturity;\n\n(ii)                      Federal\nHousing Administration debentures;\n\n(iii)                  obligations\nof the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System\n(consolidated system wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), and the Federal National Mortgage\nAssociation (debt obligations); *provided, however,* that the investments described in this clause must (A) have a predetermined\nfixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest,\nsuch interest rate must be tied to a single interest rate index *plus* a fixed spread (if any) and must move proportionately with\nthat index, and (C) such investments must not be subject to liquidation prior to their maturity;\n\n(iv)                   federal\nfunds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements of any bank,\nthe obligations of which are\n\n - 110 - \n\n \n\nrated no less than (A) the Applicable\nFitch Permitted Investment Rating by Fitch, (B) the Applicable Moody’s Permitted Investment Rating by Moody’s and (C) the\nApplicable KBRA Permitted Investment Rating by KBRA (or, in the case of any such Rating Agency as set forth in clauses (A) through (C)\nabove, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); *provided, however,* that the\ninvestments described in this clause must (x) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or\nchange, (y) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index *plus*\na fixed spread (if any) and must move proportionately with that index, and (z) such investments must not be subject to liquidation prior\nto their maturity;\n\n(v)                    demand\nand time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings and loan\nassociation or savings bank, the obligations of which are rated no less than (A) the Applicable Fitch Permitted Investment Rating by Fitch,\n(B) the Applicable Moody’s Permitted Investment Rating by Moody’s and (C) the Applicable KBRA Permitted Investment Rating\nby KBRA (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject\nof a Rating Agency Confirmation by such Rating Agency); *provided, however,* that the investments described in this clause must (x)\nhave a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (y) if such investments have a variable\nrate of interest, such interest rate must be tied to a single interest rate index *plus* a fixed spread (if any) and must move proportionately\nwith that index, and (z) such investments must not be subject to liquidation prior to their maturity;\n\n(vi)                  debt\nobligations issued by an entity, the obligations of which are rated no less than (A) the Applicable Fitch Permitted Investment Rating\nby Fitch, (B) the Applicable Moody’s Permitted Investment Rating by Moody’s and (C) the Applicable KBRA Permitted Investment\nRating by KBRA (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject\nof a Rating Agency Confirmation by such Rating Agency); *provided, however,* that the investments described in this clause must (x)\nhave a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (y) if such investments have a variable\nrate of interest, such interest rate must be tied to a single interest rate index *plus* a fixed spread (if any) and must move proportionately\nwith that index, and (z) such investments must not be subject to liquidation prior to their maturity;\n\n(vii)              commercial\npaper (including both non-interest bearing discount obligations and interest bearing obligations) payable on demand or on a specified\ndate maturing in one (1) year or less from the date of acquisition thereof issued by any corporation or other entity organized under the\nlaws of the United States or any state thereof, the obligations of which are rated no less than (A) the Applicable Fitch Permitted Investment\nRating by Fitch, (B) the Applicable Moody’s Permitted Investment Rating by Moody’s and (C) the Applicable KBRA Permitted Investment\nRating by KBRA (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject\nof a Rating Agency Confirmation by such Rating Agency); *provided, however,* that the investments described in this clause must (x)\nhave a predetermined fixed dollar of principal due at maturity that cannot vary or change, (y) if such investments have a variable rate\nof interest,\n\n - 111 - \n\n \n\nsuch interest rate must be tied to a\nsingle interest rate index *plus* a fixed spread (if any) and must move proportionately with that index, and (z) such investments\nmust not be subject to liquidation prior to their maturity;\n\n(viii)            units\nof money market mutual funds, which funds are regulated investment companies and seek to maintain a constant net asset value per share,\nso long as such funds are (A) rated by Fitch in its highest money market fund ratings category, (B) rated at least “Aaa-mf”\nby Moody’s (or, if not rated by any such Rating Agency, otherwise acceptable to KBRA and such Rating Agency or Companion Loan Rating\nAgency, as applicable, as confirmed in a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable);\n\n(ix)                    any\nother demand, money market or time deposit, demand obligation or any other obligation, security or investment with respect to which Rating\nAgency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, has been obtained from each Rating Agency and Companion\nLoan Rating Agency; and\n\n(x)                      such\nother demand, money market or time deposit, demand obligation or any other obligation, security or investment that, but for the failure\nto satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) through (ix) above,\nwith respect to which a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, has been obtained from\neach Rating Agency and Companion Loan Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied\nwith respect to such demand, money market or time deposit, demand obligation or any other obligation, security or investment;\n\n*provided, however,*that (A) such instrument\ncontinues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6) earning a passive return in the nature\nof interest, (B) such instrument shall have an unqualified rating (i.e., one with no qualifying suffix), with the exception of ratings\nwith regulatory indicators, such as the “(sf)” subscript, and unsolicited ratings, (C) such instrument shall have a predetermined\nfixed dollar of principal due at maturity that cannot vary or change, and (D) no instrument or security shall be a Permitted Investment\nif (i) such instrument or security evidences a right to receive only interest payments, (ii) the right to receive principal and interest\npayments derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such\nunderlying investment, (iii) the rating for such instrument or security includes an “r” designation or (iv) if such instrument\nmay be redeemed at a price below the purchase price; and *provided, further,* that no amount beneficially owned by a Trust REMIC\n(even if not yet deposited in the Trust) may be invested in investments (other than money market funds) treated as equity interests for\nfederal income tax purposes, unless the Master Servicer receives an Opinion of Counsel, at the expense of the party directing such Permitted\nInvestment, to the effect that such investment will not adversely affect the status of any Trust REMIC. Permitted Investments may not\nbe purchased at a price in excess of par.\n\n“Permitted Special\nServicer/Affiliate Fees”: Any commercially reasonable treasury management fees, property condition report fees, banking fees,\ntitle insurance and/or other insurance commissions and fees, title agency fees, and appraisal review fees received or retained by the\nSpecial Servicer or any of its Affiliates in connection with any services performed by such\n\n - 112 - \n\n \n\nparty with respect to any Serviced Loan or\nREO Property, in each case, in accordance with Article III of this Agreement.\n\n“Permitted Transferee”:\nWith respect to a Class R Certificate, any Person or agent of such Person other than (a) a Disqualified Organization, (b) any\nother Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such\nPerson or the Person requesting the transfer) to the effect that the transfer of an ownership interest in any Class R Certificate\nto such Person will not cause any Trust REMIC to fail to qualify as a REMIC at any time that the Trust Certificates and/or Uncertificated\nInterests are outstanding, (c) a Disqualified Non-U.S. Tax Person, (d) an entity treated as a U.S. partnership if any of\nits partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership agreement)\na Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to which income from a Class R Certificate is attributable\nto a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other\nU.S. Tax Person.\n\n“Person”:\nAny individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated\norganization or government or any agency or political subdivision thereof.\n\n“Plan”:\nAs defined in Section 5.03(n) of this Agreement.\n\n“Plan Investor”:\nAs defined in Section 5.03(n) of this Agreement.\n\n“Pooled Voting Rights”:\nThe Voting Rights allocable to all of the Certificates (which do not include any Loan-Specific Certificates) in the aggregate or the portion\nthereof that is, in turn, allocated to any Certificate or Class of Certificates, as the context may require. At all times during\nthe term of this Agreement, the Pooled Voting Rights shall be allocated among the respective Classes of Certificateholders as follows:\n(a) 1% in the aggregate in the case of the respective Classes of the Class X Certificates, allocated *pro rata* based upon their\nrespective Notional Amounts as of the date of determination (but only for so long as the Notional Amount of at least one Class of\nClass X Certificates is greater than zero), and (b) in the case of any Class of Principal Balance Certificates, a percentage\nequal to the product of 99% (or, if the Notional Amounts of all Classes of Class X Certificates have been reduced to zero, 100%) and a\nfraction, the numerator of which is equal to the Certificate Balance of such Class of Principal Balance Certificates as of the date\nof determination, and the denominator of which is equal to the aggregate of the Certificate Balances of all Classes of the Principal Balance\nCertificates, in each case as of the date of determination (*provided* that, if, but only if, expressly so provided herein in any\ncircumstance, the allocation or exercise of Pooled Voting Rights for any particular purpose shall take into account the allocation of\nAppraisal Reduction Amounts to notionally reduce Certificate Balances). The Pooled Voting Rights of any Class of Certificates shall\nbe allocated among Holders of Certificates of such Class in proportion to their respective Percentage Interests. The Class S\nand Class R Certificates and the Uncertificated VRR Interest shall not be entitled to any Pooled Voting Rights.\n\n“Preliminary Dispute\nResolution Election Notice”: As defined in Section 2.03(g) of this Agreement.\n\n - 113 - \n\n \n\n“Preliminary Offering\nCircular”: The preliminary offering circular dated May 4, 2026, relating to the Private Certificates (other than the Class VRR\nCertificates (if issued), the Class S Certificates (if issued) and the Loan-Specific Certificates (if issued)).\n\n“Preliminary Prospectus”:\nThe preliminary prospectus dated May 4, 2026, relating to the Public Certificates.\n\n“Prepayment Assumption”:\nThe assumption that there will be zero prepayments with respect to the Trust Loans; *provided*, that it is assumed that any ARD Loan\nis prepaid in full on its Anticipated Repayment Date.\n\n“Prepayment Interest\nExcess”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Whole Loan that was subject to a Principal\nPrepayment in full or in part during the related Collection Period, which Principal Prepayment was applied to such Mortgage Loan or Serviced\nWhole Loan after the related Due Date in such Collection Period, the amount of interest (net of the related Servicing Fee and any related\nExcess Interest and Default Interest) that accrued on the amount of such Principal Prepayment during the period commencing from such Due\nDate to, but not including, the date as of which such Principal Prepayment was applied to the unpaid principal balance of the Mortgage\nLoan or Serviced Whole Loan (or any later date through which interest accrues), to the extent collected from the related Mortgagor (without\nregard to any related Yield Maintenance Charge actually collected) and, in the case of an Outside Serviced Mortgage Loan, remitted to\nthe Trust Fund.\n\n“Prepayment Interest\nShortfall”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Whole Loan that was subject to a Principal\nPrepayment in full or in part during the related Collection Period, which Principal Prepayment was applied to such Mortgage Loan or Serviced\nWhole Loan (with such prepayment allocated between the related Mortgage Loan and Serviced Companion Loan in accordance with the related\nCo-Lender Agreement) prior to the related Due Date in such Collection Period, the amount of interest (net of the related Servicing\nFee and any related Excess Interest and Default Interest) to the extent not collected from the related Mortgagor (without regard to any\nYield Maintenance Charge that may be collected), that would have accrued on the amount of such Principal Prepayment during the period\ncommencing on the date as of which such Principal Prepayment was applied to the unpaid principal balance of such Mortgage Loan or Serviced\nWhole Loan through the end of the one-month accrual period applicable to such Due Date, inclusive. A Prepayment Interest Shortfall\nin respect of any Loan REMIC Held Mortgage Loan shall be a Prepayment Interest Shortfall in respect of the related Mortgage Loan REMIC\nRegular Interest.\n\n“Primary Collateral”:\nWith respect to any Cross-Collateralized Mortgage Loan, any Mortgaged Property (or portion thereof) designated as directly securing\nsuch Cross-Collateralized Mortgage Loan and excluding any Mortgaged Property (or portion thereof) as to which the related lien may\nonly be foreclosed upon by exercise of the cross-collateralization provisions of such Cross-Collateralized Mortgage Loan.\n\n“Prime Rate”:\nThe “Prime Rate” as published in the “Money Rates” section of *The Wall Street Journal*, Eastern edition\n(or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate Administrator\nin its reasonable\n\n - 114 - \n\n \n\ndiscretion) as may be in effect from time to\ntime, or, if the “Prime Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator\nin its reasonable discretion) as may be in effect from time to time. The Certificate Administrator shall notify in writing the Master\nServicer with regard to any determination of the Prime Rate in accordance with the parenthetical in the preceding sentence.\n\n“Principal Balance\nCertificates”: The Certificates (other than the Class X, Class S and Class R Certificates), collectively.\n\n“Principal Distribution\nAmount”: With respect to any Distribution Date and the Non-Vertically Retained Principal Balance Certificates, the sum of\n(i) the Non-Vertically Retained Percentage of the Aggregate Principal Distribution Amount for such Distribution Date and (ii) the\nPrincipal Shortfall Carryforward, if any, for such Distribution Date.\n\n“Principal Prepayment”:\nAny payment of principal made by a Mortgagor on a Mortgage Loan or Serviced Whole Loan which is received in advance of its scheduled Due\nDate and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any date or dates\nin any month or months subsequent to the month of prepayment other than any amount paid in connection with the release of the related\nMortgaged Property through defeasance.\n\n“Principal Shortfall\nCarryforward”: For any Distribution Date, the amount, if any, by which (i) the Principal Distribution Amount for the preceding\nDistribution Date exceeds (ii) the aggregate amount actually distributed with respect to principal on the Non-Vertically Retained\nPrincipal Balance Certificates on such preceding Distribution Date in respect of such Principal Distribution Amount.\n\n“Private Certificates”:\nCollectively, the Class X-D, Class D, Class E, Class F-RR, Class G-RR and Class R Certificates and, if issued, the Class VRR\nand Class S Certificates and any Loan-Specific Certificates.\n\n“Privileged Information”:\nAny (i) correspondence or other communications between any Directing Holder or Consulting Party (other than the Operating Advisor),\non the one hand, and the Special Servicer, on the other hand, related to any Specially Serviced Loan or the exercise of the consent or\nconsultation rights of such Directing Holder or Consulting Party (other than the Operating Advisor) under this Agreement or any Co-Lender\nAgreement, as applicable, (ii) strategically sensitive information that the Special Servicer has reasonably determined (and has identified\nas privileged or confidential information) could compromise the Trust Fund’s position in any ongoing or future negotiations with\nthe related Mortgagor or other interested party, (iii) information subject to attorney-client privilege (and that has been identified\nor otherwise communicated as being subject to such privilege) and (iv) any Asset Status Report or Final Asset Status Report.\n\n“Privileged Information\nException”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available\nand known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged\nInformation (the “Restricted Party”), (b) it is reasonable and necessary for the\n\n - 115 - \n\n \n\nRestricted Party to disclose such Privileged\nInformation in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information\nwas already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party\nis (in the case of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, any affected Serviced\nCompanion Loan Holder, the Trustee and the Asset Representations Reviewer, as evidenced by an Officer’s Certificate (which shall\ninclude a certification that it is based on the advice of counsel) delivered to each of the Master Servicer, the Special Servicer, the\napplicable Directing Holder, the applicable Consulting Parties, the Operating Advisor, the Certificate Administrator, the Trustee and\nthe Asset Representations Reviewer) required by law, rule, regulation, order, judgment or decree to disclose such information.\n\n“Privileged Person”:\nThe Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master Servicer, the Special\nServicer, any Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, any Additional Servicer designated\nby the Master Servicer or the Special Servicer, any Directing Holder, any Consulting Party, the Operating Advisor, any Affiliate of the\nOperating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any affiliate of the Asset Representations\nReviewer designated by the Asset Representations Reviewer, any Companion Loan Holder that delivers an Investor Certification (subject\nto the next sentence and the proviso to this sentence), any other Person who provides the Certificate Administrator with an Investor Certification\n(subject to the next sentence and the proviso to this sentence), any Rating Agency, and any other NRSRO that delivers a NRSRO Certification\nto the Certificate Administrator; *provided* that in no event shall an Excluded Controlling Class Holder be entitled to Excluded\nInformation with respect to a related Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower Party (but\nthis exclusion shall not apply to any other Mortgage Loan). In no event shall a Borrower Party (other than a Risk Retention Consultation\nParty if it is a Borrower Party) be considered a Privileged Person; *provided* that the foregoing shall not be applicable to, nor\nlimit, an Excluded Controlling Class Holder’s right to access information with respect to any Mortgage Loan other than Excluded\nInformation with respect to a related Excluded Controlling Class Mortgage Loan. For the avoidance of doubt, each applicable Directing\nHolder, Controlling Class Certificateholder, Loan-Specific Controlling Class Certificateholder and Consulting Party (other than the\nOperating Advisor and any Risk Retention Consultation Party) and the Special Servicer shall, at any given time, only be considered a Privileged\nPerson with respect to any Mortgage Loans or Serviced Whole Loans for which it is not then a Borrower Party, and the limitations on access\nto information set forth in this Agreement will apply only with respect to the related Mortgage Loan or Trust Subordinate Companion Loan\nfor which the applicable party is a Borrower Party and only with respect to the related Excluded Information (in the case of the applicable\nDirecting Holder, a Controlling Class Certificateholder or any Loan-Specific Controlling Class Certificateholder) or the related Excluded\nSpecial Servicer Information (in the case of the Special Servicer).\n\n“Prohibited Party”:\nAny proposed Servicing Function Participant or Additional Servicer that is listed on the Depositor’s Do Not Hire List.\n\n“Property Advance”:\nAs to any Serviced Mortgage Loan, Serviced Whole Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage\nLoan), any advance made by the Master Servicer or the Back-Up Advancing Agent in respect of Property\n\n - 116 - \n\n \n\nProtection Expenses, together with all other\ncustomary, reasonable and necessary “out-of-pocket” costs and expenses (including attorneys’ fees and fees and\nexpenses of real estate brokers) incurred by the Master Servicer, the Special Servicer or the Back-Up Advancing Agent in connection\nwith the servicing and administration of a Serviced Mortgage Loan or Serviced Whole Loan, if a default is imminent thereunder or a default,\ndelinquency or other unanticipated event has occurred with respect thereto, or in connection with the administration of any REO Property\n(other than an REO Property related to an Outside Serviced Mortgage Loan), including, but not limited to, the cost of (a) compliance\nwith the obligations of the Master Servicer, the Special Servicer or the Back-Up Advancing Agent, if any, set forth in Sections 2.03,\n3.04 and 3.07 of this Agreement, (b) the preservation, insurance, restoration, protection and management of a related\nMortgaged Property, (c) obtaining any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, (d) any enforcement\nor judicial proceedings with respect to a related Mortgaged Property, including foreclosures, (e) any Appraisal or any other appraisal\nor update thereof expressly permitted or required to be obtained hereunder and (f) the operation, management, maintenance and liquidation\nof any such REO Property; *provided* that, notwithstanding anything to the contrary, “Property Advances” shall not include\nallocable overhead of the Master Servicer, the Special Servicer or the Back-Up Advancing Agent, such as costs for office space, office\nequipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses, or costs and\nexpenses incurred by any such party in connection with its purchase of any Trust Loan or REO Property pursuant to any provision of this\nAgreement or an intercreditor agreement; and *provided*, *further*, that, no Property Advances shall be made with regard to\na Subordinate Companion Loan held outside the Trust if the related Mortgage Loan is no longer held by the Trust. Each reference to the\npayment or reimbursement of a Property Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement\nof interest thereon at the Advance Rate from and including the date of the making of such Advance to but excluding the date of payment\nor reimbursement. If and when used with respect to an Outside Serviced Mortgage Loan or any related REO Property, the term “Property\nAdvance” shall have the meaning assigned thereto or to the term “Servicing Advance” in the applicable Outside Servicing\nAgreement.\n\n“Property Protection\nExpenses”: Any costs and expenses incurred by the Master Servicer, the Special Servicer or the Trustee pursuant to Section 3.04,\n3.07, 3.10(f), 3.10(g) or 3.17(b) or indicated herein as being a cost or expense of a Trust REMIC to be advanced\nby the Master Servicer or the Back-Up Advancing Agent, as applicable.\n\n“Proposed Course\nof Action Notice”: As defined in Section 2.03(g) of this Agreement.\n\n“Prospectus”:\nThe prospectus dated May 8, 2026, relating to the Public Certificates.\n\n“PSA Party Repurchase\nRequest”: As defined in Section 2.03 of this Agreement.\n\n“PTCE”:\nProhibited Transaction Class Exemption.\n\n“Public Certificates”:\nThe Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates.\n\n - 117 - \n\n \n\n“Public Documents”:\nAs defined in Section 4.02(a) of this Agreement.\n\n“Public Global Certificates”:\nA Global Certificate relating to a Class of Public Certificates.\n\n“Purchase Price”:\nWith respect to any Mortgage Loan or Trust Subordinate Companion Loan (or REO Property), a price equal to the sum of the following (without\nduplication): (a) the outstanding principal balance of such Mortgage Loan or Trust Subordinate Companion Loan (or the related REO\nTrust Loan) as of the time of purchase *less* any portion of any Loss of Value Payment then on deposit in the Loss of Value\nReserve Fund allocable to pay principal of such Mortgage Loan or Trust Subordinate Companion Loan (or REO Property); *plus* (b) all\naccrued and unpaid interest on the principal balance of such Mortgage Loan or Trust Subordinate Companion Loan (or the related REO Trust\nLoan), other than Default Interest or Excess Interest, at the related Mortgage Rate in effect from time to time through the Due Date in\nthe Collection Period of purchase; *plus* (c) all related unreimbursed Property Advances (including any Property Advances and\nAdvance Interest Amounts with respect thereto that were reimbursed out of general collections on the Mortgage Loans or the related Trust\nSubordinate Companion Loan, as applicable) (or, in the case of an Outside Serviced Mortgage Loan, the *pro rata* portion of any similar\namounts allocable to such Mortgage Loan and payable with respect thereto pursuant to the related Co-Lender Agreement); *plus*\n(d) all accrued and unpaid Advance Interest Amounts in respect of related Advances (or, in the case of an Outside Serviced Mortgage\nLoan, all such amounts with respect to P&I Advances related to such Outside Serviced Mortgage Loan and, with respect to outstanding\nProperty Advances, the *pro rata* portion of any similar interest amounts payable with respect thereto pursuant to the related Co-Lender\nAgreement); *plus* (e) to the extent not otherwise covered by clause (d) above, any Special Servicing Fees and any other\nAdditional Trust Fund Expenses outstanding or previously incurred in respect of the related Mortgage Loan or Trust Subordinate Companion\nLoan; *plus* (f) if such Mortgage Loan or Trust Subordinate Companion Loan is being repurchased or substituted for by a Mortgage\nLoan Seller pursuant to Section 6 of the related Mortgage Loan Purchase Agreement, all expenses incurred or to be incurred by the\nMaster Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee in respect of the Material Defect\ngiving rise to the repurchase or substitution obligation (to the extent not otherwise included in the amounts described in clause (e)\nabove); *provided*, *however*, that such expenses shall not include expenses incurred by Certificateholders or Certificate Owners\nin instituting an Asset Review Vote Election, in taking part in an Asset Review vote or in exercising such Certificateholder’s or\nCertificate Owner’s, as applicable, rights under the dispute resolution mechanics pursuant to Section 2.03(g) hereof;\n*plus* (g) to the extent not otherwise included in the amount described in clause (e) above, any Liquidation Fee if and to the\nextent payable in accordance with the terms and conditions of this Agreement; *plus* (h) solely in the case of a Mortgage Loan,\nany related Asset Representations Reviewer Asset Review Fee to the extent not previously paid by the related Mortgage Loan Seller.\n\nWith respect to any REO Property\nthat relates to a Serviced Whole Loan, the Purchase Price for the Trust Fund’s interest in such REO Property shall be the amount\ncalculated in accordance with the first sentence of this definition in respect of the related REO Trust Loan(s) and, solely for purposes\nof calculating fair prices under the final sentence of Section 3.17(k) of this Agreement, such amount shall be calculated\nas if the REO Trust Loan consisted of the REO Mortgage Loan and all the related REO Companion Loan(s), if applicable.\n\n - 118 - \n\n \n\n“Qualified Bidder”:\nAs defined in 0 of this Agreement.\n\n“Qualified Institutional\nBuyer”: A “qualified institutional buyer” within the meaning of Rule 144A.\n\n“Qualified Insurer”:\nAs used in Sections 3.08 and 5.10 of this Agreement, in the case of: (1) all policies\nnot referred to in clause (2) below, an insurance company or security or bonding company qualified to write the related insurance\npolicy in the relevant jurisdiction and whose claims paying ability is rated (a) at least “A-” by Fitch (or, if not rated\nby Fitch, then either (i) an equivalent rating such as that listed above by at least two NRSROs (which may include S&P and/or\nMoody’s) or by at least one NRSRO (which may include S&P or Moody’s) and A.M. Best or (ii) Fitch has issued a Rating\nAgency Confirmation with respect to such insurance company), (b) at least “A3” by Moody’s (or, if not rated by Moody’s,\nthen either (i) an equivalent rating such as that listed above by at least two NRSROs (which may include S&P, KBRA and/or Fitch) or\nby one NRSRO (which may include S&P, KBRA or Fitch) and A.M. Best or (ii) Moody’s has issued a Rating Agency Confirmation with\nrespect to such insurance company) and (c) at least “A-“ by KBRA (or, if not rated by KBRA, then either (i) an equivalent\nrating such as that listed above by at least two NRSROs (which may include S&P, Moody’s and/or Fitch) or by one NRSRO (which\nmay include S&P, Moody’s or Fitch) and A.M. Best or (ii) KBRA has issued a Rating Agency Confirmation with respect to such insurance\ncompany); or (2) in the case of the fidelity bond and the errors and omissions insurance required to be maintained pursuant to Section 3.08(c)\nof this Agreement, a company that shall have a claims-paying ability rated at least as follows by at least one of the following credit\nrating agencies:  “A (low)” by Morningstar DBRS, “A-“ by S&P, “A-“ by Fitch, “A3”\nby Moody’s, “A-“ by KBRA or “A:VIII” by A.M. Best (provided that if six or more insurers are providing coverage\nwith respect to any party, a minimum rating of \"A-:X\" by A.M. Best shall be acceptable so long as at least 60% of coverage is\nprovided by insurers with a minimum rating of \"A:X\" by A.M. Best); or (iii) in either case, an insurance company not satisfying\nthe ratings criteria of any Rating Agency set forth in clause (i) or (ii), as applicable, but with respect to which the Master\nServicer or the Special Servicer, as applicable, has received a Rating Agency Confirmation from such Rating Agency.  “Qualified\nInsurer” shall also mean any entity that satisfies all of the criteria, other than the ratings criteria, set forth in one of the\nforegoing clauses and whose obligations under the related insurance policy are guaranteed or backed by an entity that satisfies the ratings\ncriteria set forth in such clause (construed as if such entity were an insurance company referred to therein).\n\n“Qualified Mortgage”:\nA Mortgage Loan or Trust Subordinate Companion Loan that is a “qualified mortgage” within the meaning of Code Section 860G(a)(3)\n(but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan or Trust\nSubordinate Companion Loan to be treated as a “qualified mortgage”, or any substantially similar successor provision).\n\n“Qualified Substitute\nMortgage Loan”: A mortgage loan that must, on the date of substitution: (i) have an outstanding principal balance, after\napplication of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received,\nnot in excess of the Stated Principal Balance of the deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution\noccurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date\nas and a grace period no longer than that of the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted Mortgage\nLoan (for example, on the basis of a 360-day year consisting of twelve 30-day months); (v) have a remaining term to\nstated maturity not greater than, and not more than two years less than, the remaining term to stated maturity of the deleted Mortgage\nLoan;\n\n - 119 - \n\n \n\n(vi) have a then-current loan-to-value\nratio equal to or less than the lesser of (a) the loan-to-value ratio of the deleted Mortgage Loan as of the Cut-off Date\nand (b) 75%, in each case using the “value” for the Mortgaged Property as determined using an Appraisal; (vii) comply\n(except in a manner that would not be adverse to the interests of the Certificateholders or the Uncertificated VRR Interest Owner) as\nof the date of substitution in all material respects with all of the representations and warranties set forth in the applicable Mortgage\nLoan Purchase Agreement; (viii) have an environmental report that indicates no material adverse environmental conditions with respect\nto the related Mortgaged Property and which will be delivered as a part of the related Servicing File; (ix) have a then-current\ndebt service coverage ratio at least equal to the greater of (a) the debt service coverage ratio of the deleted Mortgage Loan as\nof the Closing Date and (b) 1.25x; (x) constitute a “qualified replacement mortgage” within the meaning of Code\nSection 860G(a)(4) as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not\nhave a maturity date or an amortization schedule that extends to a date that is after the date that is five years prior to the Rated Final\nDistribution Date for the rated Regular Certificates; (xii) have prepayment restrictions comparable to those of the deleted Mortgage\nLoan; (xiii) not be substituted for a deleted Mortgage Loan unless the Trustee and the Certificate Administrator have received a\nprior Rating Agency Confirmation (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage\nLoan Seller); (xiv) have been approved, so long as a Consultation Termination Event has not occurred and is not continuing, by the\nControlling Class Representative; (xv) prohibit defeasance within two years of the Closing Date; (xvi) not be substituted for\na deleted Mortgage Loan if it would result in the termination of the REMIC status of any Trust REMIC or the imposition of tax on any Trust\nREMIC other than a tax on income expressly permitted or contemplated to be imposed by the terms of this Agreement, as determined by an\nOpinion of Counsel; (xvii) have an engineering report with respect to the related Mortgaged Property that will be delivered as a\npart of the related Servicing File; (xviii) be current in the payment of all scheduled payments of principal and interest then due;\nand (xix) not be an ARD Loan unless the Mortgage Loan for which it is being substituted is an ARD Loan. In the event that more than one\nmortgage loan is substituted for a deleted Mortgage Loan or Mortgage Loans, then (x) the amounts described in clause (i) above shall\nbe determined on the basis of aggregate principal balances and (y) each such proposed Qualified Substitute Mortgage Loan shall individually\nsatisfy each of the requirements specified in clauses (ii) through (xviii) above, except that the rates described in clause (ii)\nabove and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis;\n*provided* that no individual Mortgage Rate (net of the Administrative Cost Rate) shall be lower than the highest fixed Pass-Through\nRate (and not based on, or subject to a cap equal to, the WAC Rate) of any Class of Non-Vertically Retained Principal Balance Certificates\nhaving a Certificate Balance then outstanding. When a Qualified Substitute Mortgage Loan is substituted for a deleted Mortgage Loan, the\napplicable Mortgage Loan Seller shall certify that the replacement Mortgage Loan(s) meet(s) all of the requirements of the above definition\nand shall send such certification to the Certificate Administrator and the Trustee and, so long as a Consultation Termination Event has\nnot occurred and is not continuing, the Controlling Class Representative.\n\n“Rated Final Distribution\nDate”: With respect to the rated Certificates, the Distribution Date occurring in May 2059; and with respect to any rated Loan-Specific\nCertificates, the Distribution Date designated as such in the offering circular used by any Initial Purchaser in connection with the offer\nand sale thereof upon initial issuance.\n\n - 120 - \n\n \n\n“Rating Agency”:\nEach of Fitch, KBRA and Moody’s or their successors in interest. If no such rating agency nor any successor thereof remains in existence,\n“Rating Agency” shall be deemed to refer to such nationally recognized statistical rating organization or other comparable\nPerson reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator,\nthe Special Servicer and the Master Servicer, and specific ratings of Fitch, KBRA and Moody’s herein referenced shall be deemed\nto refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated. References herein to the highest\nlong-term unsecured debt rating category of Fitch, KBRA and Moody’s shall mean “AAA” with respect to each of Fitch\nand KBRA and “Aaa” with respect to Moody’s and, in the case of any other rating agency, shall mean such highest rating\ncategory without regard to any plus or minus or numerical qualification.\n\n“Rating Agency Confirmation”:\nWith respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed\naction, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of\nthe then-current rating assigned to any Class of Trust Certificates (if then rated by the Rating Agency); *provided* that\nupon receipt of a written waiver or other acknowledgment from any applicable Rating Agency indicating its decision not to review or declining\nto review the matter for which the Rating Agency Confirmation is sought (such written notice, a “Rating Agency Declination”),\nor as otherwise provided in Section 3.30 of this Agreement, the requirement for the Rating Agency Confirmation from the applicable\nRating Agency with respect to such matter shall be deemed to have been satisfied.\n\n“Rating Agency Declination”:\nAs defined in the definition of “Rating Agency Confirmation” in this Agreement.\n\n“Realized Loss”:\nWith respect to any Distribution Date:\n\n(a)       with\nrespect to the Non-Vertically Retained Principal Balance Certificates and the Corresponding Lower-Tier Regular Interests for such Certificates,\nthe amount, if any, by which (i) the aggregate Certificate Balance of all Classes of Non-Vertically Retained Principal Balance Certificates,\nafter giving effect to distributions of principal on such Distribution Date, exceeds (ii) the product of (A) the Non-Vertically Retained\nPercentage and (B) the aggregate Stated Principal Balance of the Mortgage Loans (including any REO Mortgage Loans) expected to be outstanding\nimmediately following such Distribution Date (for purposes of this calculation only, not giving effect to any reductions of such aggregate\nStated Principal Balance for principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer, the Special\nServicer or the Back-Up Advancing Agent from general collections of principal on the Mortgage Loans for Workout Delayed Reimbursement\nAmounts, to the extent such Workout Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances);\n\n(b)       with\nrespect to the Combined VRR Interest, the Class LVRR Lower-Tier Regular Interest and the Class LUVRR Lower-Tier Regular Interest, the\namount, if any, by which (i) the Combined VRR Interest Balance, after giving effect to distributions of principal on such Distribution\nDate, exceeds (ii) the product of (A) the Vertically Retained Percentage and (B) the aggregate Stated Principal Balance of the Mortgage\nLoans\n\n - 121 - \n\n \n\n(including any REO Mortgage Loans) expected\nto be outstanding immediately following such Distribution Date (for purposes of this calculation only, not giving effect to any reductions\nof such aggregate Stated Principal Balance for principal payments received on the Mortgage Loans that were used to reimburse the Master\nServicer, the Special Servicer or the Back-Up Advancing Agent from general collections of principal on the Mortgage Loans for Workout\nDelayed Reimbursement Amounts, to the extent such Workout Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable\nAdvances); and\n\n(c)       with\nrespect to the Loan-Specific Principal Balance Certificates and any Loan-Specific Uncertificated Interest relating to any particular Trust\nSubordinate Companion Loan and the Corresponding Trust Subordinate Companion Loan REMIC Regular Interests for such Loan-Specific Certificates\nand such Loan-Specific Uncertificated Interest, the amount, if any, by which (A) the Stated Principal Balance (for purposes of this calculation\nonly, the Stated Principal Balance will not be reduced by the amount of principal payments received on such Trust Subordinate Companion\nLoan that were used to reimburse the Master Servicer, the Special Servicer or the Back-Up Advancing Agent for Workout Delayed Reimbursement\nAmounts with respect to such Trust Subordinate Companion Loan, to the extent those amounts are not otherwise determined to be Nonrecoverable\nAdvances) of such Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto) expected to be outstanding\nimmediately following that Distribution Date, is less than (B) the then aggregate of the Certificate Balance of such Loan-Specific Principal\nBalance Certificates and the Uncertificated Interest Balance of such Loan-Specific Uncertificated Interest after giving effect to distributions\nof principal on that Distribution Date.\n\nThe allocation of Realized\nLosses may be reversed as provided in Section 4.01(g) of this Agreement.\n\n“Record Date”:\nWith respect to each Distribution Date and each Class of Certificates, the last Business Day of the month preceding the month in\nwhich that Distribution Date occurs.\n\n“Registered Rating\nAgency”: (a) Any Rating Agency that has registered as a user of the Rule 17g-5 Information Provider’s Website;\nor (b) any NRSRO other than the Rating Agencies (i) that has registered as a user of the Rule 17g-5 Information Provider’s\nWebsite and (ii) with respect to which the Rule 17g-5 Information Provider has received an NRSRO Certification pursuant\nto Section 12.13(h) of this Agreement.\n\n“Regular Certificates”:\nThe Non-Vertically Retained Regular Certificates and the Class VRR Certificates, collectively.\n\n“Regulation AB”:\nSubpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may\nbe amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission or by the staff\nof the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective from time to time\nas of the compliance dates specified therein.\n\n - 122 - \n\n \n\n“Regulation RR”:\nThe final credit risk retention rules issued by the Office of the Comptroller of the Currency (appearing at 12 C.F.R. § 43.1, *et\nseq.*), the Securities and Exchange Commission (appearing at 17 C.F.R. § 246.1, *et seq.*) and the Board of Governors of\nthe Federal Reserve System (appearing at 12 C.F.R. § 244.1, *et seq*.), in each case as applicable to any particular matter\narising hereunder, that adopted the joint final rule promulgated by the Regulatory Agencies (appearing at 79 F.R. 77601; pages 77740-77766)\nto implement the credit risk retention requirements of Section 15G of the Securities Exchange Act of 1934, as added by Section 941 of\nthe Dodd-Frank Wall Street Reform and Consumer Protection Act, as such rule may be amended from time to time, and subject to such clarification\nand interpretation as have been provided by the Regulatory Agencies in the adopting release (79 FR 77601 *et seq.*) or by the\nstaff of any such agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time\nto time.\n\n“Regulation RR Other\nPSA”: As defined in Section 3.28(e) of this Agreement.\n\n“Regulation S”:\nRegulation S under the Act.\n\n“Regulation S\nGlobal Certificates”: As defined in Section 5.02(c)(i) of this Agreement.\n\n“Regulation S\nInvestor”: With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate\npursuant to Regulation S.\n\n“Regulation S-K”:\nRegulation S-K under the Act.\n\n“Regulatory Agencies”:\nThe Office of the Comptroller of the Currency; the Board of Governors of the Federal Reserve System; the Federal Deposit Insurance Corporation;\nthe Federal Housing Finance Agency; the Securities and Exchange Commission; and the Department of Housing and Urban Development.\n\n“Relevant Distribution\nDate”: With respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and (b) any Significant\nObligor with respect to an Other Securitization Trust, the “Distribution Date” (or an analogous concept) under the related\nOther Pooling and Servicing Agreement.\n\n“Relevant Servicing\nCriteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit O to this Agreement. For\nclarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to a Servicing\nFunction Participant engaged by the Master Servicer, the Special Servicer or the Certificate Administrator, the term “Relevant Servicing\nCriteria” may refer to a portion of the Relevant Servicing Criteria applicable to the Master Servicer, the Special Servicer or the\nCertificate Administrator.\n\n“Remaining Certificateholder”:\nAny Holder (or Holders *provided* they act in unanimity) holding 100% of the Trust Certificates (other than the Class S\nand Class R Certificates) or an assignment of the voting rights thereof, together with the Uncertificated Interest Owners; *provided*,\n*however*, that the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C\nand Class D Certificates and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to\nzero.\n\n - 123 - \n\n \n\n“REMIC”:\nA “real estate mortgage investment conduit” within the meaning of Code Section 860D.\n\n“REMIC Declaration”:\nWith respect to any Mortgage Loan REMIC, the separate REMIC declaration pursuant to which such Mortgage Loan REMIC was formed. **For\nthe avoidance of doubt, there will be no Mortgage Loan REMICs and, accordingly, no REMIC Declarations, and all references in this Agreement\nto “REMIC Declaration” and “REMIC Declarations” shall be disregarded.**\n\n“REMIC Provisions”:\nProvisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through\n860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed regulations)\nand rulings promulgated thereunder, as the foregoing may be in effect from time to time.\n\n“Rents from Real\nProperty”: With respect to any REO Property, gross income of the character described in Code Section 856(d), which income,\nsubject to the terms and conditions of that Section of the Code in its present form, does not include:\n\n(1)       except\nas provided in Code Section 856(d)(4) or (6), any amount received or accrued, directly or indirectly, with respect to such REO\nProperty, if the determination of such amount depends in whole or in part on the income or profits derived by any Person from such property\n(unless such amount is a fixed percentage or percentages of receipts or sales and otherwise constitutes Rents from Real Property);\n\n(2)       any\namount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including by attribution) a\nten percent or greater interest in such Person determined in accordance with Code Sections 856(d)(2)(B) and (d)(5);\n\n(3)       any\namount received or accrued, directly or indirectly, with respect to such REO Property if any Person Directly Operates such REO Property;\n\n(4)       any\namount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings of a\nsimilar class in the same geographic market as such REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1) (whether\nor not such charges are separately stated); and\n\n(5)       rent\nattributable to personal property unless such personal property is leased under, or in connection with, the lease of such REO Property\nand, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or accrued under, or in\nconnection with, the lease.\n\n - 124 - \n\n \n\n“REO Account”:\nA segregated custodial account or accounts created and maintained, with respect to each REO Property relating to a Mortgage Loan (other\nthan any Outside Serviced Mortgage Loan) or any Serviced Whole Loan, by LNR Partners, LLC, as the Special Servicer pursuant to Section 3.16\nof this Agreement on behalf of the Trustee in trust for the Certificateholders, the Uncertificated VRR Interest Owner and any related\nLoan-Specific Certificateholders, Loan-Specific Uncertificated Interest Owners and/or Serviced Companion Loan Holders, which (subject\nto any change in the identities of the Special Servicer and/or the Trustee) shall be entitled “LNR Partners, LLC, as Special Servicer,\non behalf of Wilmington Savings Fund Society, FSB, as Trustee, for the benefit of the registered Holders of Benchmark 2026-V22 Mortgage\nTrust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, the Uncertificated Interest Owners and the related Companion\nLoan Holders, as their interests may appear--REO Account”. Any such account or accounts shall be an Eligible Account.\n\n“REO Companion Loan”:\nAny Serviced Companion Loan if the related Mortgaged Property has become an REO Property.\n\n“REO Extension”:\nAs defined in Section 3.16(a) of this Agreement.\n\n“REO Loan”:\nAn REO Mortgage Loan, REO Companion Loan, REO Trust Loan or REO Whole Loan, as the context may require.\n\n“REO Mortgage Loan”:\nAny Mortgage Loan as to which the related Mortgaged Property has become an REO Property (including an REO Property consisting of the Trust’s\nbeneficial interest in a Mortgaged Property acquired upon a foreclosure or deed-in-lieu of foreclosure of any of the Outside Serviced\nMortgage Loans under the applicable Outside Servicing Agreement; except that, for the avoidance of doubt, any such beneficial interest\nwill not be serviced by the Special Servicer under this Agreement).\n\n“REO Proceeds”:\nWith respect to any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) and the related REO Mortgage\nLoan and REO Companion Loan, all revenues received by the Special Servicer with respect to such REO Property, REO Mortgage Loan or REO\nCompanion Loan which do not constitute Liquidation Proceeds. In the case of an Outside Serviced Mortgage Loan that has become an REO Mortgage\nLoan and in the case of the related REO Property, “REO Proceeds” under this Agreement shall be limited to any proceeds of\nthe type described above in this definition that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan,\npursuant to the allocations set forth in the related Co-Lender Agreement.\n\n“REO Property”:\nA Mortgaged Property as to which title has been acquired on behalf of the Trust Fund and any related Serviced Companion Loan Holder through\nforeclosure, deed-in-lieu of foreclosure or otherwise; *provided* that a Mortgaged Property that secures an Outside Serviced\nMortgage Loan shall constitute an REO Property if and when it is acquired under the applicable Outside Servicing Agreement on behalf of\nthe Trustee for the benefit of the Trust Fund as the holder of such Outside Serviced Mortgage Loan and of the related Companion Loan Holder(s)\nthrough foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law in connection\nwith a default or imminent default of such Outside Serviced Mortgage Loan.\n\n - 125 - \n\n \n\n“REO Trust Loan”:\nAny REO Mortgage Loan or any successor REO Companion Loan with respect to a Trust Subordinate Companion Loan.\n\n“REO Whole Loan”:\nAny Whole Loan as to which the related Mortgaged Property has become an REO Property.\n\n“Reportable Event”:\nAs defined in Section 10.07 of this Agreement.\n\n“Reporting Servicer”:\nAs defined in Section 10.09(a) of this Agreement.\n\n“Repurchase”:\nAs defined in Section 2.03(a) of this Agreement.\n\n“Repurchase Communication”:\nFor purposes of Sections 2.03(a) and 3.01(c) of this Agreement only, any communication, whether oral or written, which\nneed not be in any specific form.\n\n“Repurchase Request”:\nA Certificateholder Repurchase Request, a PSA Party Repurchase Request or any other Repurchase Communication of a request or demand for\nrepurchase or replacement of any Trust Loan alleging a Document Defect or Breach with respect to such Trust Loan.\n\n“Repurchase Request\nRejection”: As defined in Section 2.03(a) of this Agreement.\n\n“Repurchase Request\nWithdrawal”: As defined in Section 2.03(a) of this Agreement.\n\n“Request for Release”:\nA request for a release signed by a Servicing Officer, substantially in the form of Exhibit C hereto.\n\n“Requesting Certificateholder”:\n(i) The Initial Requesting Certificateholder, if any, or (ii) any other Certificateholder or Certificate Owner (other than a holder of\nthe Class VRR Certificates) that, in each case, is exercising its rights under Section 2.03(g) of this Agreement to refer\na matter involving a Repurchase Request with respect to a Mortgage Loan to either mediation or arbitration; *provided* that a Holder\nof a Class VRR Certificate may not be a Requesting Certificateholder.\n\n“Requesting Holders”:\nAs defined in Section 3.10(a) of this Agreement.\n\n“Requesting Party”:\nAs defined in Section 3.30(a) of this Agreement.\n\n“Residual Ownership\nInterest”: Any record or beneficial interest in the Class R Certificates.\n\n“Resolution Failure”:\nAs defined in Section 2.03(f) of this Agreement.\n\n“Resolved”:\nWith respect to a Repurchase Request, means that (i) the related Material Defect has been cured, (ii) the affected Trust Loan has\nbeen repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) if the affected Trust Loan is a Mortgage\n\n - 126 - \n\n \n\nLoan, a mortgage loan has been substituted\nfor the related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan\nSeller has made a Loss of Value Payment, (v) a contractually binding agreement has been entered into between the Enforcing Servicer,\non behalf of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under the\nrelated Mortgage Loan Purchase Agreement, or (vi) the affected Trust Loan is no longer property of the Trust as a result of a sale\nor other disposition in accordance with this Agreement.\n\n“Responsible Officer”:\nWhen used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee (and, in the event that the Trustee\nis the Certificate Registrar or the Paying Agent, of the Certificate Registrar or the Paying Agent, as applicable) assigned to the\nCorporate Trust Office with direct responsibility for the administration of this Agreement and also, with respect to a particular matter,\nany other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject\nand (ii) the Certificate Administrator, any officer assigned to the Corporate Trust Services group, with direct responsibility for\nthe administration of this Agreement and also, with respect to a particular matter, any other officer to whom a particular matter is referred\nby the Certificate Administrator because of such officer’s knowledge of and familiarity with the particular subject. When used with\nrespect to any Certificate Registrar or Back-Up Advancing Agent (in each case, other than the Trustee or the Certificate Administrator),\nany officer or assistant officer thereof.\n\n“Restricted Group”:\nCollectively, the following persons and entities: the Trustee; the Underwriters; the Depositor; the Master Servicer; the Special Servicer;\nany Sub-Servicers; the Sponsors; each Mortgagor, if any, with respect to Mortgage Loans constituting more than 5% of the total unamortized\nprincipal balance of all the Mortgage Loans in the Trust Fund as of the Closing Date; and any and all Affiliates of any of the aforementioned\nPersons.\n\n“Restricted Party”:\nAs defined in the definition of “Privileged Information Exception” in this Agreement.\n\n“Restricted Period”:\nAs defined in Section 5.02(c)(i) of this Agreement.\n\n“Retained Defeasance\nRights and Obligations”: As defined in Section 3.09(d)(ii) of this Agreement.\n\n“Retained Defeasance\nRights and Obligations Mortgage Loan”: As defined in Section 3.09(d)(ii) of this Agreement.\n\n“Retained Interest\nSafekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed to be owned by the\nHolder(s) of the Risk Retention Certificates in proportion equal to their respective ownership interests in such Risk Retention Certificates.\n\n“Retaining Party”:\nAny Mortgage Loan Seller or its Majority-Owned Affiliate as the initial holder of all or part of the Combined VRR Interest, the Third\nParty Purchaser or its Majority-Owned Affiliate as holder of the HRR Interest, the applicable Mortgage Loan Seller or its Majority-Owned\nSubsidiary as holder of a Loan-Specific VRR Interest and a Loan-Specific Third Party Purchaser or its Majority-Owned Affiliate as holder\nof a Loan-Specific HRR Interest,\n\n - 127 - \n\n \n\nand any successor holder of all or part of\nthe Combined VRR Interest, the HRR Interest, a Loan-Specific VRR Interest or a Loan-Specific HRR Interest.\n\n“Retaining Sponsor”:\nCREFI, acting as “retaining sponsor” (as defined in Rule 2 of Regulation RR) for the “securitization transaction”\n(as defined in Rule 2 of Regulation RR) constituted by the offer and sale of the Certificates.\n\n“Review Materials”:\nAs defined in Section 11.01(b)(i).\n\n“Review Package”:\nA package of documents consisting of a memorandum outlining the analysis and recommendation (in accordance with the Servicing Standard)\nof the Master Servicer or the Special Servicer, as the case may be, with respect to the matters that are the subject thereof, and copies\nof all relevant documentation. Any Review Package delivered by the Special Servicer under this Agreement may, at the Special Servicer’s\noption, be in the form of an Asset Status Report.\n\n“Revised Rate”:\nWith respect to any ARD Loan, the increased interest rate after the Anticipated Repayment Date (in the absence of a default) for such\nARD Loan, as calculated and as set forth in the related Loan Agreement.\n\n“Risk Retention\nAffiliate” or “Risk Retention Affiliated”: Means “affiliate” of or “affiliated” with,\nas such terms are defined in Rule 2 of Regulation RR.\n\n“Risk Retention\nCertificate”: Any of the Class VRR Certificates, any of the Certificates comprising the HRR Interest or any of the Loan-Specific\nCertificates comprising a Loan-Specific HRR Interest or a Loan-Specific VRR Interest.\n\n“Risk Retention\nConsultation Party”: Each of (i) the party selected by CREFI and (ii) the party selected by GSMC. CREFI and GSMC have selected\nthemselves to be, and shall be, the initial Risk Retention Consultation Parties. The Certificate Administrator shall promptly provide\nthe name and contact information for the initial Risk Retention Consultation Parties upon request of any party to this Agreement and any\nsuch requesting party may conclusively rely on the name and contact information provided by the Certificate Administrator. The other parties\nhereto shall be entitled to assume, without independent investigation or verification, that the identity of any Risk Retention Consultation\nParty has not changed until such parties receive written notice of (including the identity of and contact information for) a replacement\nof such Risk Retention Consultation Party from CREFI (in the case of the VRR1 Risk Retention Consultation Party) or GSMC (in the case\nof the VRR2 Risk Retention Consultation Party). Notwithstanding the foregoing, no Risk Retention Consultation Party shall have any consultation\nrights with respect to any Excluded RRCP Mortgage Loan with respect thereto.\n\n“RR Interest”:\nThe Combined VRR Interest, the HRR Interest, any Loan-Specific HRR Interest and any Loan-Specific VRR Interest, collectively.\n\n“RR Interest Transfer\nRestriction Period”: With respect to: (a) the Combined VRR Interest, the VRR Interest Transfer Restriction Period; (b) the HRR\nInterest, the HRR Interest Transfer Restriction Period; (c) a Loan-Specific HRR Interest, the related Loan-Specific HRR\n\n - 128 - \n\n \n\nInterest Transfer Restriction Period; and (d)\na Loan-Specific VRR Interest, the related Loan-Specific VRR Interest Transfer Restriction Period.\n\n“Rule 144A”:\nRule 144A under the Act.\n\n“Rule 144A\nGlobal Certificates”: As defined in Section 5.02(c)(ii) of this Agreement.\n\n“Rule 15Ga-1”:\nRule 15Ga-1 under the Exchange Act.\n\n“Rule 15Ga-1\nNotice”: As defined in Section 2.03(a) of this Agreement.\n\n“Rule 15Ga-1\nNotice Provider”: As defined in Section 2.03(a) of this Agreement.\n\n“Rule 17g-5”:\nRule 17g-5 under the Exchange Act.\n\n“Rule 17g-5\nInformation Provider”: The Certificate Administrator acting in such capacity under this Agreement.\n\n“Rule 17g-5\nInformation Provider’s Website”: The website established and maintained by the Rule 17g-5 Information Provider\npursuant to Section 12.06 and Section 12.13 of this Agreement, initially located at *https://sf.citidirect.com*,\nunder the “NRSRO” tab for the related transaction.\n\n“S&P”:\nS&P Global Ratings, a Standard & Poor’s Financial Services LLC business, or its successors in interest. If neither S&P\nnor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally recognized statistical\nrating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee,\nthe Certificate Administrator, the Master Servicer and the Special Servicer and specific ratings of S&P herein referenced shall be\ndeemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.\n\n“Sarbanes-Oxley\nAct”: The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any\ninterpretations thereof by the Commission’s staff).\n\n“Sarbanes-Oxley\nCertification”: As defined in Section 10.05(a)(iv) of this Agreement.\n\n“Schedule AL Additional\nFile”: With respect to each CREFC® Schedule AL File prepared by the Master Servicer pursuant to Section 4.02,\nany data file containing additional information or schedules regarding data points in such CREFC® Schedule AL File required\nby Items 1111(h)(4) and/or 1111(h)(5) of Regulation AB and Item 601(b)(103) of Regulation S-K.\n\n“Scheduled Principal\nDistribution Amount”: With respect to each Distribution Date, an amount equal to the aggregate of the principal portions of:\n\n - 129 - \n\n \n\n(A)       all\nMonthly Payments (which do not include Balloon Payments) with respect to the Mortgage Loans (including any REO Mortgage Loans) due or\ndeemed due during or, if and to the extent not previously received or advanced pursuant to Section 4.06 and distributable\nto the Certificateholders or the Uncertificated VRR Interest Owner on a preceding Distribution Date, prior to the related Collection Period,\nin each case to the extent either (i) paid by the Mortgagor as of the Determination Date (or, in the case of an Outside Serviced Mortgage\nLoan, received by the Master Servicer as of the Business Day immediately preceding the related Master Servicer Remittance Date) or (ii)\nadvanced by the Master Servicer or the Back-Up Advancing Agent, as applicable, pursuant to Section 4.06 in respect of such\nDistribution Date); and\n\n(B)       all\nBalloon Payments with respect to the Mortgage Loans (including any REO Mortgage Loans) to the extent received during the related Collection\nPeriod (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer as of the Business Day immediately preceding\nthe related Master Servicer Remittance Date), and to the extent not included in clause (A) above for the subject Distribution Date\nand not previously received or advanced and distributable to the Certificateholders or the Uncertificated VRR Interest Owner on a preceding\nDistribution Date.\n\nFor purposes of clarification, the Scheduled\nPrincipal Distribution Amount from time to time shall include all late payments of principal made by the Mortgagors with respect to the\nMortgage Loans, including late payments in respect of a delinquent Balloon Payment, received during the periods or by the times described\nabove in this definition, except to the extent those late payments are otherwise applied to reimburse the Master Servicer or the Back-Up\nAdvancing Agent, as the case may be, for prior P&I Advances, pursuant to Section 3.06(a) and Section 3.06A(a).\n\n“Secure Data Room”:\nThe “Diligence Files” tab on the page relating to this transaction located within the Certificate Administrator’s Website\n(initially “*https://sf.citidirect.com*”).\n\n“Service(s)”\nor “Servicing”: In accordance with Regulation AB, the act of servicing, managing or administering the Mortgage\nLoans or any other assets of the Trust by an entity (other than the Certificate Administrator and the Trustee) that meets the definition\nof “servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in\nItem 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly\nunderstood by participants in the commercial mortgage-backed securities market.\n\n“Serviced AB Whole\nLoan”: A Serviced Whole Loan that includes a Subordinate Companion Loan. Each Trust Subordinate Companion Whole Loan, if any,\nis a Serviced AB Whole Loan relating to the Trust.\n\n“Serviced Companion\nLoan”: A Companion Loan that is part of a Serviced Whole Loan. With respect to each Servicing Shift Mortgage Loan and the related\nServicing Shift Whole Loan, each related Companion Loan will no longer be a Serviced Companion Loan on and after the related Servicing\nShift Date.\n\n - 130 - \n\n \n\n“Serviced Companion\nLoan Holder”: The holder of a Serviced Companion Loan.\n\n“Serviced Companion\nLoan Holder Register”: As defined in Section 3.28(g).\n\n“Serviced Companion\nLoan Securities”: Any commercial mortgage-backed securities (including any Loan-Specific Certificates) that evidence an\ninterest in or are secured by the assets of an Other Securitization Trust (or, in the case of any Loan-Specific Certificates, the Trust),\nwhich assets include a Serviced Companion Loan (or a portion thereof or interest therein).\n\n“Serviced Loan”:\nA Serviced Mortgage Loan or Serviced Companion Loan.\n\n“Serviced Mortgage\nLoan”: A Mortgage Loan that is not an Outside Serviced Mortgage Loan.\n\n“Serviced Outside\nControlled Mortgage Loan”: With respect to a Serviced Outside Controlled Whole Loan, the related Serviced Mortgage Loan included\nin the Trust, which is evidenced by one or more non-controlling promissory notes made by the related Mortgagor. Each Servicing Shift\nMortgage Loan will be a Serviced Outside Controlled Mortgage Loan prior to the related Servicing Shift Date. Each Servicing Shift Mortgage\nLoan will cease to be a Serviced Outside Controlled Mortgage Loan on and after the related Servicing Shift Date. The Mortgage Loan included\nin a Serviced AB Whole Loan (other than a Trust Subordinate Companion Whole Loan) will be a Serviced Outside Controlled Mortgage Loan\nfor so long as a related Subordinate Companion Loan is evidenced by the “control note” (or analogous concept), or the holder\nof a related Subordinate Companion Loan is the “directing holder” (or analogous concept), under the related Co-Lender\nAgreement.\n\n“Serviced Outside\nControlled Whole Loan”: A Serviced Whole Loan with respect to which the related “controlling note” (regardless of\nwhether such note evidences a Pari Passu Companion Loan or a Subordinate Companion Loan) is not an asset of the Trust. Each Servicing\nShift Whole Loan will be a Serviced Outside Controlled Whole Loan prior to the related Servicing Shift Date. Each Servicing Shift Whole\nLoan will cease to be a Serviced Outside Controlled Whole Loan from and after the related Servicing Shift Date. Each Serviced AB Whole\nLoan (other than a Trust Subordinate Companion Whole Loan) will be a Serviced Outside Controlled Whole Loan for so long as a related Subordinate\nCompanion Loan is evidenced by the “control note” (or analogous concept), or the holder of a related Subordinate Companion\nLoan is the “directing holder” (or analogous concept), under the related Co-Lender Agreement.\n\n“Serviced Pari Passu\nCompanion Loan”: A Pari Passu Companion Loan that is part of a Serviced Whole Loan. With respect to each Servicing Shift Mortgage\nLoan and the related Servicing Shift Whole Loan, each related Pari Passu Companion Loan will cease to be a Serviced Pari Passu Companion\nLoan on and after the related Servicing Shift Date.\n\n“Serviced Pari Passu\nCompanion Loan Holder”: A holder of a Serviced Pari Passu Companion Loan.\n\n“Serviced Pari Passu\nWhole Loan”: A Pari Passu Whole Loan that is a Serviced Whole Loan. Each Servicing Shift Whole Loan will cease to be a Serviced\nPari Passu Whole Loan on and after the related Servicing Shift Date.\n\n - 131 - \n\n \n\n“Serviced Subordinate\nCompanion Loan”: A Subordinate Companion Loan that is part of a Serviced AB Whole Loan. Each Trust Subordinate Companion Loan\nis a Serviced Subordinate Companion Loan.\n\n“Serviced Subordinate\nCompanion Loan Holder”: A holder of a Serviced Subordinate Companion Loan (other than a Trust Subordinate Companion Loan held\nby the Trust).\n\n“Serviced Trust\nLoan”: Any Serviced Mortgage Loan or Trust Subordinate Companion Loan.\n\n“Serviced Whole\nLoan”: A Whole Loan that is being serviced pursuant to this Agreement. The only Serviced Whole Loans related to the Trust as\nof the Closing Date are the Whole Loans as to which “Serviced” is set forth in the Whole Loan Table under the column heading\n“Servicing Type,” together with any Servicing Shift Whole Loans. A Servicing Shift Whole Loan will no longer be a Serviced\nWhole Loan on and after the related Servicing Shift Date.\n\n“Serviced Whole\nLoan Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable “remittance\ndate” (or analogous concept) in the related Co-Lender Agreement; or (ii) if no such applicable “remittance date”\n(or analogous concept) is so specified in the related Co-Lender Agreement, then, if such Serviced Companion Loan is not included in\nan Other Securitization Trust, the Master Servicer Remittance Date and, if such Serviced Companion Loan is included in an Other Securitization\nTrust, the Business Day immediately following the “determination date” (or analogous concept) set forth in the related Other\nPooling and Servicing Agreement.\n\n“Servicer”:\nAs defined in Section 10.02(b) of this Agreement.\n\n“Servicer Indemnified\nParty”: As defined in Section 8.05(c) of this Agreement.\n\n“Servicer Termination\nEvent”: As defined in Section 7.01 of this Agreement.\n\n“Servicing Criteria”:\nThe criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from time to time.\n\n“Servicing Fee”:\nWith respect to each Mortgage Loan (including each Mortgage Loan that is a Specially Serviced Loan and each Outside Serviced Mortgage\nLoan), each REO Mortgage Loan, each Serviced Companion Loan (including each Serviced Companion Loan that is a Specially Serviced Loan)\nand each REO Companion Loan that is included as part of a Serviced Whole Loan and for any Distribution Date, the amount accrued during\nthe related Interest Accrual Period at the related Servicing Fee Rate on, in the case of the initial Distribution Date, the Cut-off Date\nBalance and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan, REO Mortgage Loan, Serviced\nCompanion Loan or REO Companion Loan, as the case may be, as of the close of business on the Distribution Date in the related Interest\nAccrual Period; *provided* that such amounts shall be computed for the same period and on the same interest accrual basis respecting\nwhich any related interest payment due or deemed due on the related Mortgage Loan or Serviced Whole Loan is computed and shall be prorated\nfor partial periods; and *provided*, *further*, that, notwithstanding Section 3.05, Section 3.06 or\nSection 3.12 of this Agreement, (1) the Servicing Fee shall be payable from the Lower-Tier REMIC or, in the case\n\n - 132 - \n\n \n\nof a Trust Subordinate Companion Loan, the\nrelated Trust Subordinate Companion Loan REMIC, and (2) the portion thereof payable with respect to each Outside Serviced Mortgage\nLoan to the applicable Outside Servicer shall be calculated and paid under the applicable Outside Servicing Agreement, shall not be payable\nto the Master Servicer, shall previously have been deducted by the applicable Outside Servicer prior to remittance to the Trust and shall\nnot be withdrawn from the Collection Account.\n\n“Servicing Fee Rate”:\nWith respect to each Mortgage Loan (including any Outside Serviced Mortgage Loan) (or any successor REO Mortgage Loan with respect thereto),\nthe *per annum* rate equal to the sum of the rates set forth under the columns labeled “Master Servicing Fee Rate”, “Primary\nServicing Fee Rate”, “Subservicing Fee Rate” and “Outside Servicing Fee Rate” on the Mortgage Loan Schedule;\nand with respect to each Serviced Companion Loan, the *per annum* rate set forth under the column labeled “Serviced Companion\nLoan Servicing Fee” on the Mortgage Loan Schedule.\n\n“Servicing File”:\nAny documents (other than documents required to be part of the related Mortgage File but including copies of such documents required to\nbe part of the related Mortgage File) related to the origination or the servicing of a Trust Loan that are in the possession of or\nunder the control of the applicable Mortgage Loan Seller, including but not limited to appraisals, environmental reports, engineering\nreports, legal opinions, and the applicable Mortgage Loan Seller’s asset summary, delivered to the Master Servicer or the Special\nServicer; *provided* that no information that is proprietary to the related Mortgage Loan Seller or any draft documents, privileged\nor other related Mortgage Loan Seller communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda,\ncommunications or evaluations shall be required to be delivered as part of the Servicing File. Notwithstanding anything to the contrary\ncontained herein, with respect to each Outside Serviced Mortgage Loan, the Servicing File shall consist solely of any related documents\nor records generated by the Master Servicer or Special Servicer hereunder or received by either of them from the applicable Outside Servicer\nor Outside Special Servicer.\n\n“Servicing Function\nParticipant”: Any Additional Servicer, Sub-Servicer, Subcontractor or other Person, other than the Certificate Administrator,\nthe Operating Advisor, the Master Servicer, the Special Servicer and the Trustee, that is performing activities that address the Servicing\nCriteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid principal balance calculated\nin accordance with the provisions of Regulation AB or (ii) the Master Servicer or the Special Servicer, as applicable, is permitted,\npursuant to the Exchange Act reporting requirements (including any Commission guidance), to take responsibility for, and has assumed responsibility\nfor, the assessment of compliance with the Servicing Criteria of such Person.\n\n“Servicing Officer”:\nAny officer or employee of the Master Servicer or the Special Servicer, as applicable, involved in, or responsible for, the administration\nand servicing of the Mortgage Loans and the Serviced Companion Loans or this Agreement and also, with respect to a particular matter,\nany other officer to whom such matter is referred because of such officer’s or employee’s knowledge of and familiarity with\nthe particular subject, and, in the case of any certification required to be signed by a Servicing Officer, such an officer or employee\nwhose name and specimen signature appears on a list of servicing officers furnished to the Trustee, the\n\n - 133 - \n\n \n\nOperating Advisor and the Certificate Administrator\nby the Master Servicer or the Special Servicer, as applicable, as such list may from time to time be amended.\n\n“Servicing Shift\nDate”: With respect to any Servicing Shift Whole Loan, the date on which the related Pari Passu Companion Loan evidenced by\nthe Servicing Shift Lead Note is included in an Outside Securitization Trust, and which is also the date on which the pooling and servicing\nagreement or other comparable agreement governing the creation of such Outside Securitization Trust becomes the Outside Servicing Agreement\nfor such Servicing Shift Whole Loan.\n\n“Servicing Shift\nLead Note”: With respect to any Servicing Shift Whole Loan, the related Note, the securitization of which shall cause the servicing\nof such Servicing Shift Whole Loan to shift to the applicable pooling and servicing agreement or other comparable agreement governing\nthat securitization. With respect to any Servicing Shift Whole Loan, the related Servicing Shift Lead Note as of the Closing Date is identified\nin the footnotes to the Whole Loan Table.\n\n“Servicing Shift\nMortgage Loan”: Any Mortgage Loan that is part of a Servicing Shift Whole Loan.\n\n“Servicing Shift\nMortgage Loan Pooling and Servicing Agreement”: With respect to a Servicing Shift Mortgage Loan or a Servicing Shift Whole Loan,\non and after the related Servicing Shift Date, the related pooling and servicing agreement or other comparable agreement governing the\ncreation of the Outside Securitization Trust that holds the related Pari Passu Companion Loan evidenced by the related Servicing Shift\nLead Note.\n\n“Servicing Shift\nWhole Loan”: Any Whole Loan that is initially serviced under this Agreement *provided*, that upon the inclusion of a designated\nrelated Companion Loan in a future securitization, the servicing of such Whole Loan will shift to the pooling and servicing agreement\nor other comparable agreement governing the securitization of such related Companion Loan (whether by itself or with other mortgage assets).\nA Servicing Shift Whole Loan will be (i) a Serviced Whole Loan prior to the related Servicing Shift Date servicing and (ii) an Outside\nServiced Whole Loan on and after the related Servicing Shift Date. The only Servicing Shift Whole Loans related to the Trust as of the\nClosing Date are the Whole Loans as to which “Servicing Shift” is set forth in the Whole Loan Table under the column heading\n“Servicing Type.”\n\n“Servicing Standard”:\nWith respect to the Master Servicer or the Special Servicer, to service and administer the Serviced Loans and any REO Properties that\nsuch party is obligated to service and administer hereunder, on behalf of the Trust Fund and the Trustee (as the trustee for the Trust\nCertificateholders and the Uncertificated Interest Owners or, with respect to each Serviced Whole Loan, on behalf of the Trust Certificateholders,\nthe Uncertificated Interest Owners and the related Serviced Companion Loan Holder(s), as a collective whole as if such Trust Certificateholders\nand the Uncertificated Interest Owners or, with respect to each Serviced Whole Loan, such Trust Certificateholders, the Uncertificated\nInterest Owners and the related Serviced Companion Loan Holder(s), constituted a single lender (and, in the case of a Serviced AB Whole\nLoan, taking into account the subordinate nature of any related Subordinate Companion Loan(s))), in accordance with the terms of this\nAgreement and in accordance with the following: (i) the\n\n - 134 - \n\n \n\nhigher of the following standards of care:\n(A) with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be,\nservices and administers comparable mortgage loans with similar borrowers and comparable REO properties for other third-party portfolios\n(giving due consideration to the customary and usual standards of practice of prudent institutional commercial mortgage lenders servicing\ntheir own mortgage loans and REO properties); and (B) with the same care, skill, prudence and diligence with which the Master Servicer\nor the Special Servicer, as the case may be, services and administers comparable mortgage loans and REO properties owned by the Master\nServicer or the Special Servicer, as the case may be; and in either case, exercising reasonable business judgment and acting in accordance\nwith applicable law, the terms of the respective Serviced Loans and, if applicable, the related Co-Lender Agreement; (ii) with\na view to: the timely recovery of all payments of principal and interest, including Balloon Payments, under the Serviced Loans or, in\nthe case of (1) a Specially Serviced Loan or (2) a Mortgage Loan or Serviced Whole Loan as to which the related Mortgaged Property\nis an REO Property, the maximization of recovery on that Mortgage Loan or Serviced Whole Loan to the Trust Certificateholders and the\nUncertificated Interest Owners (as a collective whole as if such Trust Certificateholders and the Uncertificated Interest Owners constituted\na single lender) (or, if a Serviced Whole Loan is involved, with a view to the maximization of recovery on such Serviced Whole Loan to\nthe Trust Certificateholders, the Uncertificated Interest Owners and the related Serviced Companion Loan Holder(s) (as a collective whole\nas if such Trust Certificateholders, the Uncertificated Interest Owners and the related Serviced Companion Loan Holder(s) constituted\na single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of any related Subordinate Companion\nLoan(s))) of principal and interest, including Balloon Payments, on a present value basis (the relevant discounting of anticipated collections\nthat will be distributable to the Trust Certificateholders and the Uncertificated Interest Owners (or, in the case of any Serviced Whole\nLoan, to the Trust Certificateholders, the Uncertificated Interest Owners and the related Serviced Companion Loan Holder(s)) to be performed\nat the Calculation Rate); and (iii) without regard to (A) any relationship, including as lender on any other debt, that the\nMaster Servicer or the Special Servicer, as the case may be, or any Affiliate thereof, may have with any of the related Mortgagors, or\nany Affiliate thereof, or any other party to this Agreement; (B) the ownership of any Trust Certificate or Uncertificated Interest\n(or any Companion Loan or other indebtedness secured by the related Mortgaged Property or any security backed by a Companion Loan) by\nthe Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (C) the obligation of the Master Servicer\nto make Advances; (D) the right of the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof, to\nreceive compensation or reimbursement of costs hereunder generally or with respect to any particular transaction; and (E) the ownership,\nservicing or management for others of any other mortgage loan or real property not subject to this Agreement by the Master Servicer or\nthe Special Servicer, as the case may be, or any Affiliate thereof; *provided* that the foregoing standards shall apply with respect\nto an Outside Serviced Mortgage Loan and any related REO Property only to the extent that the Master Servicer or the Special Servicer\nhas any express duties or rights to grant consent with respect thereto pursuant to this Agreement.\n\n“Servicing Transfer\nEvent”: With respect to any Serviced Mortgage Loan or any Serviced Whole Loan, the occurrence of any of the events described\nin clauses (a) through (g) of the definition of “Specially Serviced Loan” , subject to the terms of such definition.\n\n - 135 - \n\n \n\n“Significant Obligor”:\nAny “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (i) with respect to the Trust, or (ii)\nwith respect to a Serviced Companion Loan and an Other Securitization Trust, as to which the applicable Other Depositor has notified the\nMaster Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) as to such\nOther Securitization Trust. There is no Significant Obligor with respect to the Trust.\n\n“Significant Obligor\nNOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter of any calendar\nyear) and each Significant Obligor, the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately\nfollowing the date by which the related Mortgagor is required to deliver quarterly financial statements to the lender under the related\nLoan Agreement in connection with such calendar quarter (which date is set forth in Section 10.11(a) for any Significant Obligor\nwith respect to the Trust).\n\n“Significant Obligor\nNOI Yearly Filing Deadline”: With respect to each calendar year and each Significant Obligor, the date that is the 90th day\nafter the end of such calendar year.\n\n“Similar Law”:\nAs defined in Section 5.03(n) of this Agreement.\n\n“Special Notice”:\nAs defined in Section 5.07(b).\n\n“Special Servicer”:\nWith respect to each Serviced Loan, LNR Partners, LLC, a Florida limited liability company, or its successor in interest, or any successor\nSpecial Servicer appointed as provided herein, which successor Special Servicer shall, with respect to any related Excluded Special Servicer\nMortgage Loan, include the related Excluded Mortgage Loan Special Servicer appointed pursuant to Section 6.08(j) of this Agreement,\nin each case as applicable and as the context may require. All references in this Agreement to the “Special Servicer” mean,\n(x) with respect to each Serviced Loan or Serviced Whole Loan, the applicable Special Servicer that acts as the special servicer for such\nServiced Loan or Serviced Whole Loan, as applicable and (y) only each applicable Special Servicer with respect to the representations,\nwarranties and covenants of the Special Servicers in Section 2.06.\n\n“Special Servicer\nDecision”: With respect to any Serviced Loan or Serviced Whole Loan, any of the following (to the extent it is not a Major Decision):\n\n(a)       approving\nany waiver regarding the receipt of financial statements (other than an immaterial timing waiver including late financial statements;\n\n(b)       approving\nannual budgets for the related Mortgaged Property (to the extent lender approval is required under the related Loan Documents) that provide\nfor (i) operating expenses equal to more than 110% of the amount that was budgeted therefor in the prior year or (ii) payments to Persons\nor entities actually known by the Master Servicer to be affiliates of the related Mortgagor (excluding affiliated managers paid at fee\nrates agreed to at the origination of the related Mortgage Loan or Whole Loan);\n\n(c)       in\ncircumstances where no lender discretion is permitted other than confirming that the conditions in the related Loan Documents have been\nsatisfied\n\n - 136 - \n\n \n\n(including determining whether any applicable\nterms or tests are satisfied), approving any request to incur additional debt in accordance with the terms of the related Loan Documents;\n\n(d)       in\ncircumstances where no lender discretion is required other than confirming satisfaction of the applicable terms of the related Loan Documents\n(including determining whether any applicable terms or tests are satisfied), approving requests for any release of collateral or any acceptance\nof substitute or additional collateral for a Mortgage Loan; *provided* that, in any case, Special Servicer Decisions will not include\n(i) grants of easements or rights of way that do not materially affect the use or value of the Mortgaged Property or the Mortgagor’s\nability to make any payments with respect to the Mortgage Loan; or (ii) the release, substitution or addition of collateral securing any\nServiced Mortgage Loan or Serviced Whole Loan in connection with a defeasance of such collateral;\n\n(e)       any\nproposed modification or waiver of any material provision in the related Loan Documents governing the type, nature or amount of insurance\ncoverage required to be obtained and maintained by the related Mortgagor;\n\n(f)       any\napproval of any casualty insurance settlements (unless such casualty insurance settlements are less than the threshold specified in the\nrelated Loan Documents and there is no lender discretion provided for in the related Loan Documents, including determining whether any\nconditions precedent have been satisfied) or condemnation settlements (unless such condemnation settlements are immaterial and there is\nno lender discretion provided for in the related Loan Documents, including determining whether any conditions precedent have been satisfied),\nand any determination to apply casualty proceeds or condemnation awards to the reduction of the debt rather than to the restoration of\nthe Mortgaged Property;\n\n(g)       any\ndetermination whether to cure a default under any ground lease or to permit any ground lease modification, amendment or subordination,\nnon-disturbance and attornment agreement or entry into a new ground lease other than pursuant to the specific terms of such Serviced Loan\nand for which there is no lender discretion or any determination whether to cure a default by borrower under a ground lease;\n\n(h)       approving\nany transfers of an interest in the Mortgagor under a Serviced Mortgage Loan or an assumption agreement, unless such transfer or assumption\n(i) is allowed under the terms of the related Loan Documents without the exercise of any lender approval or discretion other than confirming\nthe satisfaction of the other conditions to the transfer or assumption set forth in the related Loan Documents that do not include any\nother approval or exercise of discretion, including a consent to transfer to any subsidiary or affiliate of such Mortgagor or to a Person\nacquiring less than a majority interest in such Mortgagor and (ii) does not involve incurring new mezzanine financing or a change in control\nof the Mortgagor;\n\n(i)       approving\nleases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements or other similar\nagreements for (i) all ground leases, including any determination whether to cure any borrower defaults\n\n - 137 - \n\n \n\nrelating to any ground lease, and (ii)\nall other leases in excess of the lesser of (y) 30,000 square feet and (z) 30% of the net rentable square footage at the related Mortgaged\nProperty so long as it is reviewable by the lender under the related Mortgage Loan documents;\n\n(j)       approving\nrights of way and easements that materially affect the use or value of a Mortgaged Property or the borrower’s ability to make payments\nwith respect to the related Mortgage Loan and approving consent to subordination of the related Mortgage Loan to such rights of way and\neasements; and\n\n(k)       any\nconsent to the incurrence of additional debt by a borrower or mezzanine debt by a direct or indirect parent of a borrower and any modification,\nwaiver or amendment of an intercreditor agreement, Co-Lender Agreement or similar agreement (other than with respect to amendments to\nsplit or re-size notes consistent with the terms of the subject Co-Lender Agreement and as to which the consent of the Issuing Entity\nis not required), in each case entered into with any mezzanine lender or Companion Loan Holder or subordinate debt holder related to a\nServiced Loan, or an action to enforce rights with respect thereto, except that, if any such modification or amendment would adversely\nimpact the Master Servicer, such modification or amendment will additionally require the consent of the Master Servicer as a condition\nto its effectiveness.\n\n“Special Servicer\nServicing Personnel”: The divisions and individuals of the Special Servicer who are involved in the performance of the duties\nof the Special Servicer under this Agreement.\n\n“Special Servicing\nCompensation”: With respect to any Serviced Mortgage Loan, Serviced Whole Loan or REO Property (other than an REO Property related\nto an Outside Serviced Mortgage Loan), any of the Special Servicing Fee, the Workout Fee, and the Liquidation Fee which shall be due to\nthe Special Servicer.\n\n“Special Servicing\nFee”: With respect to each Specially Serviced Loan and REO Property (other than an REO Property related to an Outside Serviced\nMortgage Loan) and any Distribution Date, an amount accrued during the related Interest Accrual Period at the applicable Special Servicing\nFee Rate on the Stated Principal Balance of the related Specially Serviced Loan as of the close of business on the Distribution Date\nin such Interest Accrual Period; *provided* that (a) such amounts shall be computed for the same period and on the same interest\naccrual basis respecting which any related interest payment due or deemed due on the related Specially Serviced Loan is computed and shall\nbe prorated for partial periods and (b) such fee shall be payable monthly (i) in the case of a Serviced Whole Loan, from collections on\nsuch Serviced Whole Loan; and (ii) in the case of a Mortgage Loan (including a Mortgage Loan that is part of a Serviced Whole Loan, if\nthe fee remains unpaid as described in the immediately preceding clause (i)), from general collections on all the Mortgage Loans\nand any REO Properties. For the avoidance of doubt, the Special Servicing Fee shall be deemed payable from the Lower-Tier REMIC or the\nrelated Trust Subordinate Companion Loan REMIC, as applicable.\n\n“Special Servicing\nFee Rate”: With respect to any Specially Serviced Loan (or related Serviced Whole Loan, if applicable) or REO Property (other\nthan an REO Property related to an Outside Serviced Mortgage Loan), a rate equal to (a) 0.25% *per annum* or (b) if the\nrate in\n\n - 138 - \n\n \n\nclause (a) would result in a Special Servicing\nFee that would be less than $3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced\nLoan (or related Serviced Whole Loan, if applicable) or REO Property shall be such higher *per annum* rate as would result in a Special\nServicing Fee equal to $3,500 for such month with respect to such Specially Serviced Loan (or related Serviced Whole Loan, if applicable)\nor REO Property.\n\n“Specially Serviced\nLoan”: Any Serviced Loan (including a related REO Mortgage Loan or REO Companion Loan) as to which any of the following events\nhas occurred (taking into account any cure rights of any related Serviced Subordinate Companion Loan Holder under the related Co-Lender\nAgreement.):\n\n(a)       the\nrelated Mortgagor has failed to make when due any Monthly Payment or a Balloon Payment, which failure continues unremedied (without regard\nto any grace period):\n\n(i)                            except\nin the case of a Balloon Loan delinquent in respect of its Balloon Payment, beyond 60 days after the date on which the subject payment\nwas due, or\n\n(ii)                         solely\nin the case of a delinquent Balloon Payment, (A) one Business Day after the date on which that Balloon Payment was due (except as described\nin clause B below) or (B) if (1) the related Mortgagor has delivered to the Master Servicer or the Special Servicer (each of whom\nshall promptly deliver a copy to the other and any applicable Directing Holder and Consulting Party), on or before the date on which that\nBalloon Payment was due, a refinancing commitment, letter of intent or otherwise binding application or other similar binding document\nfor refinancing from an acceptable lender or signed purchase agreement related to the sale of the related Mortgaged Property reasonably\nacceptable to the Master Servicer or the Special Servicer, (2) the related Mortgagor continued to make its Monthly Payments on each Due\nDate, and (3) no other Servicing Transfer Event has occurred with respect to the Serviced Loan, then a Servicing Transfer Event will not\noccur until the earlier of (x) 120 days after the date on which the Balloon Payment was due and (y) the termination of the refinancing\ncommitment, letter of intent or otherwise binding application or similar binding document or the purchase agreement; or\n\n(b)       there\nshall have occurred a default (other than as set forth in clause (a) above and other than an Acceptable Insurance Default) that (i)\nthe Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of any applicable Directing Holder)\ndetermines materially impairs the value of the related Mortgaged Property as security for the Serviced Loan or otherwise materially adversely\naffects the interests of the Trust Interest Owners in the Serviced Mortgage Loan (or, in the case of a Serviced Whole Loan, the interests\nof the Trust Interest Owners and the related Serviced Companion Loan Holder(s) in such Serviced Whole Loan), and (ii) continues unremedied\nfor the applicable grace period under the terms of the Serviced Loan (or, if no grace period is specified and the default is capable of\nbeing cured, for 60 days); *provided*, that such 60-day grace period does not apply to a default that gives rise to immediate\nacceleration of the\n\n - 139 - \n\n \n\nrelated Serviced Loan without the application\nof a grace period under the terms of the related Loan Documents; and *provided, further,*that any default requiring a Property Advance\nwill be deemed to materially and adversely affect the interests of the Trust Interest Owners in the subject Serviced Mortgage Loan (or,\nin the case of a Serviced Whole Loan, the interests of the Trust Interest Owners and the related Serviced Companion Loan Holder(s) in\nsuch Serviced Whole Loan); or\n\n(c)       a\ndecree or order of a court or agency or supervisory authority having jurisdiction in the premises in any involuntary case under any present\nor future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or liquidator in any insolvency,\nreadjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs,\nshall have been entered into against the related Mortgagor; or\n\n(d)       the\nrelated Mortgagor consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment or debt, marshaling\nof assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all or substantially all of its\nproperty; or\n\n(e)       the\nrelated Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage\nof any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment\nof its obligations; or\n\n(f)       the\nMaster Servicer or the Special Servicer shall have received notice of the commencement of foreclosure or similar proceedings with respect\nto the related Mortgaged Property; or\n\n(g)       the\nMaster Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of any applicable Directing Holder)\ndetermines that (i) a default (other than an Acceptable Insurance Default) under the Serviced Loan is reasonably foreseeable, (ii) such\ndefault would materially impair the value of the corresponding Mortgaged Property as security for such Serviced Loan or otherwise materially\nadversely affects the interests of the Trust Interest Owners in the Serviced Mortgage Loan (or, in the case of a Serviced Whole Loan,\nthe interests of the Trust Interest Owners or the related Serviced Companion Loan Holder(s) in such Serviced Whole Loan), and (iii) the\ndefault is likely to continue unremedied for the applicable cure period under the terms of such Serviced Loan or, if no cure period is\nspecified and the default is capable of being cured, for 60 days (*provided* that such 60-day grace period does not apply to\na default that gives rise to immediate acceleration without the application of a grace period under the terms of the Serviced Loan);\n\n*provided*, *however*, that a Serviced\nLoan will cease to be a Specially Serviced Loan, when a Liquidation Event has occurred with respect to such Serviced Loan or any related\nREO Property or, so long as at such time no circumstance identified in clauses (a) through (g) above exists that would cause the\nsubject Serviced Mortgage Loan or any related Serviced Companion Loan to continue to be characterized as a Specially Serviced Loan, when:\n\n - 140 - \n\n \n\n(w)       with\nrespect to the circumstances described in clause (a) of this definition, the related Mortgagor has made three consecutive full and\ntimely Monthly Payments under the terms of such Serviced Loan (as such terms may be changed or modified in connection with a bankruptcy\nor similar proceeding involving the related Mortgagor or by reason of a modification, extension, waiver or amendment granted or agreed\nto by the Master Servicer or the Special Servicer pursuant to Section 3.24 of this Agreement);\n\n(x)       with\nrespect to the circumstances described in clauses (c), (d), (e) and (g) of this definition, such circumstances cease to exist in\nthe good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy or insolvency proceedings described in\nclauses (c), (d) and (e), no later than the entry of an order or decree dismissing such proceeding;\n\n(y)       with\nrespect to the circumstances described in clause (b) of this definition, such default is cured as determined by the Special Servicer\nin its reasonable, good faith judgment; and\n\n(z)       with\nrespect to the circumstances described in clause (f) of this definition, such proceedings are terminated.\n\nThe Special Servicer may\nconclusively rely on the Master Servicer’s determination and the Master Servicer may conclusively rely on the Special Servicer’s\ndetermination as to whether a Servicing Transfer Event has occurred giving rise to a Serviced Loan’s becoming a Specially Serviced\nLoan. If any Serviced Mortgage Loan that is part of a Serviced Whole Loan becomes a Specially Serviced Loan, then the related Serviced\nCompanion Loan shall also become a Specially Serviced Loan. If the Serviced Companion Loan that is included in a Serviced Whole Loan becomes\na Specially Serviced Loan, then the related Serviced Mortgage Loan that is part of such Serviced Whole Loan shall also become a Specially\nServiced Loan.\n\n“Specially Serviced\nMortgage Loan”: A Mortgage Loan that is, or is part of, a Specially Serviced Loan.\n\n“Specified Mortgage\nLoans”: The Mortgage Loans identified on Exhibit GG to this Agreement.\n\n“Split Mortgage\nLoan”: Any Mortgage Loan that is part of a Whole Loan. The only Split Mortgage Loans that are assets of the Trust as of the\nClosing Date are those that have the respective loan numbers (as set forth on the Mortgage Loan Schedule) listed on the Whole Loan Table\nunder the column heading “Loan No. for related Mortgage Loan.”\n\n“Sponsor”:\nEach of CREFI, GSMC, GACC, Barclays and their respective successors in interest.\n\n“Startup Day”:\nThe day designated as such pursuant to Section 2.12(d) of this Agreement.\n\n“Stated Principal\nBalance”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan (other than an REO Trust Loan), as of any date\nof determination,\n\n - 141 - \n\n \n\nan amount equal to (a) the Cut-off Date\nBalance of such Mortgage Loan or Trust Subordinate Companion Loan (or, in the case of a Qualified Substitute Mortgage Loan, the unpaid\nprincipal balance of such Mortgage Loan (as of the date of substitution) after application of all scheduled payments of principal and\ninterest due during or prior to the month of substitution, whether or not received), *minus* (b) the sum of (i) any and\nall amounts (without duplication) attributable to such Mortgage Loan or Trust Subordinate Companion Loan that are part of the Scheduled\nPrincipal Distribution Amount, the Unscheduled Principal Distribution Amount, the related Loan-Specific Scheduled Principal Distribution\nAmount and/or the related Loan-Specific Unscheduled Principal Distribution Amount, as applicable, for each and every Distribution Date\ncoinciding with or preceding such date of determination and (ii) any adjustment to the principal balance of such Mortgage Loan or\nTrust Subordinate Companion Loan as a result of a reduction of principal by a bankruptcy court or as a result of a modification reducing\nthe principal balance of such Mortgage Loan or Trust Subordinate Companion Loan as of the Determination Date for the most recent Distribution\nDate coinciding with or preceding such date of determination. The Stated Principal Balance of a Mortgage Loan or Trust Subordinate Companion\nLoan with respect to which title to the related Mortgaged Property has been acquired on behalf of the Trust Fund and, if such Trust Loan\nis part of a Whole Loan, the related Companion Loan Holder(s), is equal to the Stated Principal Balance thereof outstanding on the date\non which such title is acquired less any and all amounts attributable to the related REO Trust Loan that are part of the Unscheduled Principal\nDistribution Amount or related Loan-Specific Unscheduled Principal Distribution Amount, as applicable, and the principal portion of any\nP&I Advances with respect to such REO Trust Loan for each and every Distribution Date coinciding with or preceding such date of determination\nbut after the date on which such title is acquired. With respect to any Serviced Companion Loan (other than a Trust Subordinate Companion\nLoan) (including any successor REO Companion Loan with respect to such Serviced Companion Loan), as of any date of determination, the\nStated Principal Balance shall equal the unpaid principal balance of such Serviced Companion Loan as of the Cut-off Date, *minus*\n(i) all amounts remitted to the related Serviced Companion Loan Holder on or prior to the most recent Distribution Date coinciding\nwith or preceding such date of determination that are allocable to principal of such Serviced Companion Loan and (ii) any adjustment\nto the principal balance of such Serviced Companion Loan as a result of a reduction of principal by a bankruptcy court or as a result\nof a modification reducing the principal amount due on such Serviced Companion Loan as of the Determination Date for the most recent Distribution\nDate coinciding with or preceding such date of determination. Notwithstanding the foregoing, the Stated Principal Balance of a Mortgage\nLoan, Trust Subordinate Companion Loan or other Serviced Companion Loan that has been paid in full or a Specially Serviced Loan with respect\nto which the Special Servicer has made a Final Recovery Determination (or, in the case of an Outside Serviced Mortgage Loan, with respect\nto which the Outside Special Servicer has made an equivalent determination) shall be zero from and after the Distribution Date related\nto the Collection Period in which such payment or determination is made. The Stated Principal Balance of a Serviced Whole Loan (including\nan REO Whole Loan), as of any date of determination, shall equal the sum of the then Stated Principal Balances of the related Mortgage\nLoan (including an REO Mortgage Loan) and the related Serviced Companion Loan(s) (including any related REO Companion Loan(s)).\n\n“Subcontractor”:\nAny vendor, subcontractor or other Person that is not responsible for the overall or general servicing (as “servicing” is\ncommonly understood by participants in the mortgage-backed securities market) of Trust Loans but performs one or more discrete functions\nof\n\n - 142 - \n\n \n\nthe Servicing Criteria with respect to Trust\nLoans under the direction or authority of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, an Additional\nServicer, or a Sub-Servicer.\n\n“Subordinate Companion\nLoan”: A Companion Loan that, to the extent provided in the related Loan Documents and/or the related Co-Lender Agreement,\nis generally subordinate in right of payment to the related Split Mortgage Loan. The only Subordinate Companion Loans related to the Trust\nas of the Closing Date are evidenced by the Notes identified in the Whole Loan Table under the column heading “Subordinate Companion\nLoan(s),” each of which Notes evidences a separate Subordinate Companion Loan.\n\n“Subordinate Companion\nLoan Holder”: The holder of a Subordinate Companion Loan (other than a Trust Subordinate Companion Loan).\n\n“Subordinate YM\nCertificates”: As defined in Section 4.01(d) of this Agreement.\n\n“Subsequent Third-Party\nPurchaser”: A “subsequent third-party purchaser” (within the meaning of Rule 7 of Regulation RR) that acquires all\nor any portion of the HRR Interest in accordance with Rule 7 of Regulation.\n\n“Substitution Shortfall\nAmount”: With respect to a substitution pursuant to Section 2.03(a) of this Agreement, an amount equal to the excess,\nif any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal\nBalance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest due during\nor prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted (at the same\ntime by the same Mortgage Loan Seller) for one or more deleted Mortgage Loans, the Substitution Shortfall Amount shall be determined as\nprovided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan or Mortgage Loans being replaced\nand the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loans.\n\n“Sub-Servicer”:\nAny Person that Services Trust Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is responsible\nfor the performance (whether directly or through Sub-Servicers or Subcontractors) of all or a material portion of the Servicing functions\nrequired to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under this Agreement, with respect to\nsome or all of the Trust Loans. As of the Closing Date, the Sub-Servicer(s) set forth on Exhibit S to this Agreement will\nbe the Sub-Servicer for the related Mortgage Loan(s) set forth on Exhibit S to this Agreement.\n\n“Sub-Servicing\nAgreement”: The written contract between the Master Servicer, an Additional Servicer or the Special Servicer (if it is permitted\nto appoint sub-servicers pursuant to Section 3.01(c) of this Agreement), as the case may be, and any Sub-Servicer\nrelating to servicing and administration of Trust Loans as provided in Section 3.01(c) of this Agreement.\n\n“Successful Bidder”:\nAs defined in 0 of this Agreement.\n\n“Tax Returns”:\nThe federal income tax return on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including\nSchedule Q thereto,\n\n - 143 - \n\n \n\nQuarterly Notice to Residual Interest Holders\nof REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC under the REMIC Provisions,\nand the federal income tax return to be filed by the Certificate Administrator on behalf of the Grantor Trust due to its classification\nas a grantor trust under subpart E, part I of subchapter J of the Code, together with any and all other information, reports\nor returns that may be required to be furnished to the Trust Certificateholders and/or the Uncertificated Interest Owners or filed with\nthe IRS or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.\n\n“Temporary Regulation S\nGlobal Certificate”: As defined in Section 5.02(c)(i) of this Agreement.\n\n“Terminated Party”:\nAs defined in Section 7.01(c) of this Agreement.\n\n“Termination Date”:\nThe Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01.\n\n“Termination Purchase\nAmount”: As of any time of determination, an amount equal to the sum of (A) the aggregate Purchase Price (excluding the\namount described in clause (g) of the definition of “Purchase Price”) of all the Trust Loans (exclusive of any successor\nREO Trust Loans with respect thereto) then included in the Trust and (B) the Appraised Value of the Trust’s portion of each\nREO Property, if any, then included in the Trust, as determined by the Special Servicer (the relevant appraisals for purposes of this\nclause (B) shall be obtained by the Special Servicer and prepared by an Appraiser in accordance with MAI standards).\n\n“Test”:\nAs defined in Section 11.01(b)(iv).\n\n“Third Party Purchaser”:\nAny “third-party purchaser” or “subsequent third-party purchaser” (each within the meaning of Rule 7 of Regulation\nRR) that holds, or a “majority-owned affiliate” (as defined in Rule 2 of Regulation RR) of which holds, some or all of the\nHRR Interest in accordance with this Agreement and applicable laws and regulations; *provided* that if there are multiple such parties\nwith respect to the HRR Interest then “Third Party Purchaser” shall mean, individually and collectively, those multiple parties.\nCommencing on the Closing Date, CMBS 4 Sub 15, LLC and TH Holdco 1 (Cayman), L.P. shall collectively be the initial Third Party Purchaser.\n\n“Third Party Reports”:\nWith respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II environmental report,\nseismic report or property condition report, if any.\n\n“Threshold Event\nCollateral”: As defined in Section 3.28(f).\n\n“TPP Risk Retention\nRequirements” means all of the requirements and obligations set forth in Rule 7 and/or Rule 12 of Regulation RR that\nare applicable to a third-party purchaser who purchases an eligible horizontal residual interest or to its Affiliates, as such requirements\nor obligations may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Regulatory\nAgencies in the adopting release (79 FR 77601 *et seq.*)\n\n - 144 - \n\n \n\nor by the staff of any such agency, or as may\nbe provided by any such agency or its staff from time to time, in each case, as effective from time to time as of the applicable date\ncompliance is required.\n\n“Transfer”:\nAny direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R Certificate.\n\n“Transferee Affidavit”:\nAs defined in Section 5.03(p)(ii) of this Agreement.\n\n“Transferor Letter”:\nAs defined in Section 5.03(p)(ii) of this Agreement.\n\n“Treasury Regulations”:\nApplicable final or temporary regulation of the U.S. Department of the Treasury.\n\n“Trust”:\nThe trust created by this Agreement named “Benchmark 2026-V22 Mortgage Trust”.\n\n“Trust Certificate”:\nAny Certificate or Loan-Specific Certificate, as the context may require.\n\n“Trust Certificateholder”:\nAny Certificateholder or Loan-Specific Certificateholder, as the context may require.\n\n“Trust Certificateholders”:\nCollectively, the Certificateholders and the Loan-Specific Certificateholders.\n\n“Trust Certificates”:\nCollectively, the Certificates and the Loan-Specific Certificates.\n\n“Trust Fund”:\nThe corpus of the trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans and Trust Subordinate\nCompanion Loans as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled\nor unscheduled payments on or collections in respect of the Mortgage Loans and Trust Subordinate Companion Loans due after the Cut-off\nDate or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating\nto periods prior to, but due after, the Cut-off Date); (iii) any REO Property (but, with respect to any REO Property relating to\na Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv) all revenues received in respect\nof any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest\nin the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect\nto the Mortgage Loans and Trust Subordinate Companion Loans required to be maintained pursuant to this Agreement and any proceeds thereof;\n(vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s\nrights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all\nof the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds\nof the Mortgage Loans and Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess\nInterest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including\nany reinvestment income thereon; (ix) the\n\n - 145 - \n\n \n\nTrustee’s rights in any environmental\nindemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements\nto the extent assigned to the Trustee pursuant to Section 2.01 of this Agreement; (xi) the Lower-Tier Regular Interests\nand the Trust Subordinate Companion Loan REMIC Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral;\n(xiv) the Mortgage Loan REMIC Regular Interests; (xv) any Mortgage Loan REMIC Residual Interests identified on Exhibit P hereto;\nand (xvi) any and all Initial Month’s Interest Deposit Amounts and Initial Interest Deposit Amounts.\n\n“Trust Interest\nOwner”: Individually or collectively, as the context may require, any Trust Certificateholder or Uncertificated Interest Owner.\n\n“Trust Interests”:\nThe Trust Certificates and the Uncertificated Interests, collectively.\n\n“Trust Loan”:\nAny Mortgage Loan (including any successor REO Mortgage Loan) or Trust Subordinate Companion Loan (including any successor REO Companion\nLoan) held in the Trust Fund. **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund.\nAccordingly, the Mortgage Loans will be the only Trust Loans.**\n\n“Trust Reimbursement\nAmount”: As defined in Section 3.06A(a) of this Agreement.\n\n“Trust Reimbursement\nAmount No.1”: As defined in Section 3.06(a) of this Agreement.\n\n“Trust Reimbursement\nAmount No.2”: As defined in Section 3.06A(a) of this Agreement.\n\n“Trust REMIC”:\nEach of the Loan REMICs (if any), the Lower-Tier REMIC and the Upper-Tier REMIC.\n\n“Trust Subordinate\nCompanion Loan”: Any Subordinate Companion Loan included in the Trust Fund as to which a loan-specific sub-series of commercial\nmortgage-backed securities is to be issued under this Agreement. Notwithstanding anything to the contrary in this Agreement, with respect\nto each Co-sponsored Trust Subordinate Companion Loan (which consists of two or more separate notes contributed to the Trust by the related\nApplicable Co-sponsors), the term “Trust Subordinate Companion Loan” shall mean the entire such Co-sponsored Trust Subordinate\nCompanion Loan, except that for the purposes of determining any rights or obligations of any related Applicable Co-sponsor with respect\nto each Co-sponsored Trust Subordinate Companion Loan under this Agreement or such Applicable Co-sponsor’s Mortgage Loan Purchase\nAgreement, the term “Trust Subordinate Companion Loan” shall refer to the portion of such Co-sponsored Trust Subordinate Companion\nLoan evidenced by the related Note(s) contributed to the Trust by such Applicable Co-sponsor and such promissory note(s) shall be treated\nlike a separate Trust Subordinate Companion Loan. **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included\nin the Trust Fund, and all references in this Agreement to “Trust Subordinate Companion Loan” or “Trust Subordinate\nCompanion Loans” shall be disregarded.**\n\n - 146 - \n\n \n\n“Trust Subordinate\nCompanion Loan Available Funds”:  With respect to any Trust Subordinate Companion Loan and the related Loan-Specific Certificates\nand any related Loan-Specific Uncertificated Interest, for any Distribution Date, the aggregate amount of payments, collections and/or\nadvances (from whatever source) with respect to such Trust Subordinate Companion Loan or any successor REO Companion Loan (which, for\nthe avoidance of doubt, will not include any amounts received with respect to the Mortgage Loans or any REO Mortgage Loans) that are available\nto make distributions of interest (other than Excess Interest), principal and reimbursements of applicable Realized Losses with respect\nto such related Loan-Specific Certificates and any such related Loan-Specific Uncertificated Interest. **For the avoidance of doubt,\nno Trust Subordinate Companion Loans will be included in the Trust Fund, and all references in this Agreement to “Trust Subordinate\nCompanion Loan Available Funds” shall be disregarded.**\n\n“Trust Subordinate\nCompanion Loan Principal Balance”: The principal amount of any Trust Subordinate Companion Loan REMIC Regular Interest outstanding\nas of any date of determination. As of the Closing Date, the Trust Subordinate Companion Loan Principal Balance of each Trust Subordinate\nCompanion Loan REMIC Regular Interest actually issued under this Agreement shall equal the original Trust Subordinate Companion Loan Principal\nBalance as set forth in the Preliminary Statement hereto. On each Distribution Date, the Trust Subordinate Companion Loan Principal Balance\nof each Trust Subordinate Companion Loan REMIC Regular Interest shall be permanently reduced by all distributions of principal deemed\nto have been made in respect of such Trust Subordinate Companion Loan REMIC Regular Interest on such Distribution Date pursuant to Section 4.01(a)(iii)\nof this Agreement, and shall be further permanently reduced on such Distribution Date by all applicable Realized Losses deemed to have\nbeen allocated thereto on such Distribution Date pursuant to Section 4.01(f) of this Agreement, such that at all times the\nTrust Subordinate Companion Loan Principal Balance of a Trust Subordinate Companion Loan REMIC Regular Interest shall equal the Certificate\nBalance of the Corresponding Certificates. The Trust Subordinate Companion Loan Principal Balance of any Trust Subordinate Companion Loan\nREMIC Regular Interest may be increased on a particular Distribution Date as and to the extent contemplated by Section 4.01(g)\nof this Agreement. **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund, and all references\nin this Agreement to “Trust Subordinate Companion Loan Principal Balance” shall be disregarded.**\n\n“Trust Subordinate\nCompanion Loan REMIC”: Any REMIC comprising a portion of the Trust Fund that consists of a Trust Subordinate Companion Loan\nand the proceeds thereof, any allocable portion of any related REO Property with respect thereto, the related REO Account (to the extent\nof amounts therein allocable to the related Trust Subordinate Companion Loan), the related Trust Subordinate Companion Loan REMIC Distribution\nAccount and the Interest Reserve Account (to the extent of amounts therein allocable to the related Trust Subordinate Companion Loan).\n**For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund, and all references in this Agreement\nto “Trust Subordinate Companion Loan REMIC” or “Trust Subordinate Companion Loan REMICs” shall be disregarded.**\n\n“Trust Subordinate\nCompanion Loan REMIC Distribution Account”: With respect to each Trust Subordinate Companion Loan, the account or accounts created\nand maintained as a separate account (or separate sub-account within the same account as another Distribution\n\n - 147 - \n\n \n\nAccount) or accounts by the Certificate Administrator\npursuant to Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate\nAdministrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Savings Fund Society, FSB,\nas Trustee, for the benefit of the registered Holders of Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,\nSeries 2026-V22, Trust Subordinate Companion Loan REMIC Distribution Account” and which must be an Eligible Account. The Trust Subordinate\nCompanion Loan REMIC Distribution Account for any Trust Subordinate Companion Loan shall be an asset of the related Trust Subordinate\nCompanion Loan REMIC. **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund, and all\nreferences in this Agreement to “Trust Subordinate Companion Loan REMIC Distribution Account” shall be disregarded.**\n\n“Trust Subordinate\nCompanion Loan Securitization Transaction”: With respect to any Trust Subordinate Companion Loan, a “securitization transaction”\n(as defined in Rule 2 of Regulation RR) involving the issuance, offer and sale of any related Loan-Specific Certificates.  **For\nthe avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund, and all references in this Agreement\nto “Trust Subordinate Companion Loan Securitization Transaction” shall be disregarded.**\n\n“Trust Subordinate\nCompanion Loan REMIC Regular Interests”: The respective classes of “regular interests”, within the meaning of Code\nSection 860G(a)(1), in any Trust Subordinate Companion Loan REMIC. **For the avoidance of doubt, no Trust Subordinate Companion\nLoan REMICs will be created under this Agreement, and all references in this Agreement to “Trust Subordinate Companion Loan REMIC\nRegular Interest” or “Trust Subordinate Companion Loan REMIC Regular Interests” shall be disregarded.**\n\n“Trust Subordinate\nCompanion Loan REMIC Residual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),\nin a Trust Subordinate Companion Loan REMIC and evidenced by the Class R Certificates. **For the avoidance of doubt, no Trust Subordinate\nCompanion Loan REMICs will be created under this Agreement, and all references in this Agreement to “Trust Subordinate Companion\nLoan REMIC Residual Interest” or “Trust Subordinate Companion Loan REMIC Residual Interests” shall be disregarded.**\n\n“Trust Subordinate\nCompanion Whole Loan”: Any Whole Loan that includes a Trust Subordinate Companion Loan. **For the avoidance of doubt, no Trust\nSubordinate Companion Loans will be included in the Trust Fund, and all references in this Agreement to “Trust Subordinate Companion\nWhole Loan” or “Trust Subordinate Companion Whole Loans” shall be disregarded.**\n\n“Trustee”:\nWilmington Savings Fund Society, FSB, a federal savings bank, in its capacity as trustee, or its successor in interest, or any successor\ntrustee appointed as herein provided.\n\n“Trustee Personnel”:\nThe divisions and individuals of the Trustee who are involved in the performance of the duties of the Trustee under this Agreement.\n\n - 148 - \n\n \n\n“Trustee/Certificate\nAdministrator Fee”: With respect to each Trust Loan and for any Distribution Date, an amount accrued during the related Interest\nAccrual Period at the Trustee/Certificate Administrator Fee Rate on, in the case of the initial Distribution Date, the Cut-off Date Balance\nof such Trust Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Trust Loan as of the close\nof business on the Distribution Date in the related Interest Accrual Period; *provided* that such amounts shall be computed for the\nsame period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Trust\nLoan is computed and shall be prorated for partial periods. For the avoidance of doubt, the Trustee/Certificate Administrator Fee shall\nbe payable from the Lower-Tier REMIC or the Trust Subordinate Companion Loan REMIC, as applicable.\n\n“Trustee/Certificate\nAdministrator Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.01053% *per annum*.\n\n“Uncertificated\nInterest Balance”:  The principal balance of an Uncertificated Interest from time to time. **For the avoidance of doubt,\nthe only Uncertificated Interest Balance shall be the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest.**\n\n“Uncertificated\nInterest Owner”:  The owner of an Uncertificated Interest from time to time. **For the avoidance of doubt, the only Uncertificated\nInterest Owner shall be the Uncertificated VRR Interest Owner.**\n\n“Uncertificated\nInterests”:  The Uncertificated VRR Interest and any Loan-Specific Uncertificated Interests. **For the avoidance of doubt,\nno Loan-Specific Uncertificated Interests shall be issued hereunder, and the only “Uncertificated Interest” shall be the Uncertificated\nVRR Interest.**\n\n“Uncertificated\nVRR Interest”: An uncertificated interest in the Trust representing the right to receive or be allocated pursuant to Section\n4.01(c) a *pro rata* portion (based on the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest relative to\nthe sum of the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance) of any Combined VRR Available\nFunds and any Appraisal Reduction Amounts, Yield Maintenance Charges, Prepayment Interest Shortfalls, and Excess Interest allocated to\nthe Combined VRR Interest. For the avoidance of doubt, the parties hereto agree not to treat the Uncertificated VRR Interest as a security\nunder applicable law. For tax reporting purposes, the Uncertificated VRR Interest will accrue interest at the WAC Rate in effect from\ntime to time.\n\n“Uncertificated\nVRR Interest Balance”: With respect to the Uncertificated VRR Interest, (a) as of any date of determination on or prior to the\nfirst Distribution Date, an amount equal to the initial Uncertificated VRR Interest Balance of the Uncertificated VRR Interest as specified\nin the Preliminary Statement hereto, and (b) as of any date of determination after the first Distribution Date, an amount equal to the\nUncertificated VRR Interest Balance of the Uncertificated VRR Interest on the Distribution Date immediately prior to such date of determination,\nafter any actual distributions of principal thereon and allocations of applicable Realized Losses thereto on such prior Distribution Date,\nand after any increases to the Uncertificated VRR Interest Balance on such prior Distribution Date (as and to the extent provided\n\n - 149 - \n\n \n\nin Section 4.01(g) of this Agreement) in connection\nwith recoveries of Nonrecoverable Advances previously reimbursed out of collections of principal on the Mortgage Loans.\n\n“Uncertificated\nVRR Interest Owner”: Any Person in whose name the Uncertificated VRR Interest is registered on the Certificate Register or other\nregistry of ownership maintained by the Certificate Administrator.\n\n“Underwriter Exemption”:\nCollectively, (a) Prohibited Transaction Exemption 91-23, granted to a predecessor of Citigroup Global Markets Inc., (b) Prohibited\nTransaction Exemption 89-88 granted to Goldman Sachs & Co. LLC, (c) the prohibited transaction exemption granted to Deutsche Bank\nSecurities Inc., Department Final Authorization Number 97-03E, and (d) the prohibited transaction exemption granted to Barclays\nCapital Inc., Department Final Authorization Number 2004-03E, each as most recently amended by Prohibited Transaction Exemption 2013-08\nand as further amended by the Department of Labor from time to time.\n\n“Underwriters”:\nCitigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Barclays Capital Inc., Bancroft Capital, LLC\nand Drexel Hamilton, LLC.\n\n“Unliquidated Advance”:\nAny Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance hereunder,\non the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsections (ii) (B)\nand (C) of Section 3.06(a) of this Agreement but that has not been recovered from the Mortgagor or otherwise from\ncollections on or the proceeds of the Mortgage Loan or REO Property in respect of which the Advance was made.\n\n“Unscheduled Principal\nDistribution Amount”: With respect to any Distribution Date, an amount equal to the aggregate of: (a) all Principal Prepayments\nreceived on the Mortgage Loans during the related Collection Period (or, in the case of the Outside Serviced Mortgage Loans, all Principal\nPrepayments received during the period that renders them includable in the Aggregate Available Funds for such Distribution Date); and\n(b) any other collections (exclusive of payments by Mortgagors) received on the Mortgage Loans and, to the extent allocable to the related\nMortgage Loan, on any REO Properties during the related Collection Period (or, in the case of an Outside Serviced Mortgage Loan or any\ninterest in REO Property acquired with respect thereto, all such proceeds received during the period that renders them includable in the\nAggregate Available Funds for such Distribution Date), whether in the form of Liquidation Proceeds, Insurance Proceeds, Condemnation proceeds,\nnet income, rents, and REO Proceeds or otherwise, that were identified and applied by the Master Servicer (and/or, in the case of an Outside\nServiced Mortgage Loan, the related Outside Servicer) as recoveries of previously unadvanced principal of the related Mortgage Loan.\n\n“Unsolicited Information”:\nAs defined in Section 11.01(b)(iii).\n\n“Upper-Tier\nREMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests and the Trust Subordinate\nCompanion Loan REMIC Regular Interests and amounts held from time to time in the Upper-Tier REMIC Distribution Account.\n\n - 150 - \n\n \n\n“Upper-Tier\nREMIC Distribution Account”: The trust account or accounts created and maintained as a separate trust account (or separate sub-account\nwithin the same account as another Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b)\nof this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled\n“Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Savings Fund Society, FSB, as Trustee, for the benefit of\nthe registered Holders of Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, and the\nUncertificated Interest Owners, Upper-Tier REMIC Distribution Account” and which must be an Eligible Account. The Upper-Tier\nREMIC Distribution Account shall be an asset of the Upper-Tier REMIC.\n\n“Upper-Tier\nResidual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),\nin the Upper-Tier REMIC and evidenced by the Class R Certificates.\n\n“U.S. Tax Person”:\nA citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury regulations) or\nother entity created or organized in or under the laws of the United States, any State thereof or the District of Columbia, an estate\nwhose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is\nable to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority to\ncontrol all substantial decisions of such trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence\nas of August 20, 1996 that have elected to be treated as U.S. Tax Persons).\n\n“Vertical Risk Retention\nAllocation Percentage”: A percentage equal to the Vertically Retained Percentage *divided* by the Non-Vertically Retained\nPercentage.\n\n“Vertically Retained\nPercentage”: A fraction, expressed as a percentage, the numerator of which is the initial Combined VRR Interest Balance of the\nCombined VRR Interest, and the denominator of which is the sum of (x) the aggregate initial Certificate Balance of all Classes of Principal\nBalance Certificates and (y) the initial Uncertificated VRR Interest Balance of the Uncertificated VRR Interest.\n\n“Voting Rights”:\nThe portion of the voting rights of all of the Trust Certificates that is allocated to any Trust Certificate or Class of Trust Certificates.\nAt all times during the term of this Agreement, the Voting Rights shall be allocated among the respective Classes of Trust Certificateholders\nas follows: (a) 1% in the aggregate in the case of the respective Classes of the Interest-Only Trust Certificates, allocated *pro\nrata* based upon their respective Notional Amounts as of the date of determination (but only for so long as the Notional Amount of\nat least one Class of Interest-Only Trust Certificates is greater than zero), and (b) in the case of any Class of Principal Balance\nCertificates or Loan-Specific Principal Balance Certificates, a percentage equal to the product of 99% (or, if the Notional Amounts of\nall Classes of Interest-Only Trust Certificates have been reduced to zero, 100%) and a fraction, expressed as a percentage, the numerator\nof which is equal to the Certificate Balance of such Class of Principal Balance Certificates or Loan-Specific Principal Balance Certificates\nas of the date of determination, and the denominator of which is equal to the aggregate of the Certificate Balances of all Classes of\nthe Principal Balance\n\n - 151 - \n\n \n\nCertificates and Loan-Specific Principal Balance\nCertificates, in each case as of the date of determination (*provided* that, if, but only if, expressly so provided herein in any\ncircumstance, the allocation or exercise of Voting Rights for any particular purpose shall take into account the allocation of Appraisal\nReduction Amounts to notionally reduce Certificate Balances). The Voting Rights of any Class of Trust Certificates shall be allocated\namong Holders of Trust Certificates of such Class in proportion to their respective Percentage Interests. The Class S and Class R Certificates\nand the Uncertificated Interests shall not be entitled to any Voting Rights.\n\n“VRR Interest Distribution\nAmount”: With respect to the Combined VRR Interest for any Distribution Date, an amount equal to the product of (A) the\nVertical Risk Retention Allocation Percentage and (B) the aggregate amount of interest distributed to the Holders of the Non-Vertically\nRetained Regular Certificates pursuant to Sections 4.01(b)(i), (iv), (vii), (x), (xiii), (xvi),\n(xix) and (xxii) on such Distribution Date.\n\n“VRR Interest Transfer\nRestriction Period”: With respect to the Combined VRR Interest, the period from the Closing Date to the earlier of: (i) the\ndate that is latest of (A) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced\nto 33% of the aggregate Cut-off Date Balance of the Mortgage Loans, (B) the date on which the sum of the aggregate outstanding Certificate\nBalance of all Classes of Principal Balance Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest\nhas been reduced to 33% of the sum of the aggregate outstanding Certificate Balance of all Classes of Principal Balance Certificates and\nthe Uncertificated VRR Interest Balance of the Uncertificated VRR Interest as of the Closing Date, and (C) two (2) years after the Closing\nDate; and (ii) in the sole discretion of the Retaining Sponsor and the Depositor, the date on which the provisions of Regulation RR applicable\nto the Retaining Sponsor, the Retaining Parties and the securitization transaction contemplated by this Agreement are repealed in their\nentirety or are otherwise eliminated and the Retaining Sponsor and the Depositor have determined that such repeal or elimination renders\nRegulation RR in its entirety inapplicable (and that there are no other risk retention requirements under the Dodd-Frank Act that\nwould be applicable) to the securitization transaction contemplated by this Agreement.\n\n“VRR Principal Distribution\nAmount”: With respect to the Combined VRR Interest for any Distribution Date, an amount equal to the product of (A) the Vertical\nRisk Retention Allocation Percentage and (B) the aggregate amount of principal distributed to the Holders of the Non-Vertically Retained\nPrincipal Balance Certificates pursuant to Sections 4.01(b)(ii), (v), (viii), (xi), (xiv), (xvii),\n(xx) and (xxiii) and the penultimate paragraph of Section 4.01(b) on such Distribution Date.\n\n“VRR Realized Loss\nInterest Distribution Amount”: With respect to the Combined VRR Interest for any Distribution Date, an amount equal to the product\nof (A) the Vertical Risk Retention Allocation Percentage and (B) the aggregate amount of interest on related reimbursed Realized\nLosses distributed to the Holders of the Non-Vertically Retained Principal Balance Certificates pursuant to Sections 4.01(b)(iii),\n(vi), (ix), (xii), (xv), (xviii), (xxi) and (xxiv) on such Distribution Date.\n\n“VRR1 Interest”:\nThe Class VRR Certificates, collectively.\n\n - 152 - \n\n \n\n“VRR1 Risk Retention\nConsultation Party”: If there is a VRR1 Interest, the Risk Retention Consultation Party selected by CREFI.\n\n“VRR2 Interest”:\nThe Uncertificated VRR Interest.\n\n“VRR2 Risk Retention\nConsultation Party”: If there is a VRR2 Interest, the Risk Retention Consultation Party selected by GSMC.\n\n“WAC Rate”:\nWith respect to any Distribution Date, a *per annum* rate equal to the weighted average of the applicable Net Mortgage Pass-Through\nRates of the Mortgage Loans (including the REO Mortgage Loans) for such Distribution Date, weighted on the basis of their respective Stated\nPrincipal Balances immediately prior to such Distribution Date; *provided*, *however*, that in the case of any Loan REMIC Held\nMortgage Loan, “Mortgage Loan” shall refer to the related Mortgage Loan REMIC Regular Interest for purposes of this definition.\n\n“WHFIT”:\nA “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(22) or\nsuccessor provisions.\n\n“WHFIT Regulations”:\nTreasury Regulations section 1.671-5, as amended.\n\n“WHMT”:\nA “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(23) or successor\nprovisions.\n\n“Whole Loan”:\nAn aggregate debt consisting of a particular Mortgage Loan that is an asset of the Trust and one or more other mortgage loans (each of\nwhich is referred to as a “Companion Loan”), which Mortgage Loan and related Companion Loan(s) are: (i) each evidenced\nby one or more separate Notes; (ii) cross-defaulted with each other; and (iii) all secured by the same Mortgage(s) encumbering\nthe same Mortgaged Property or portfolio of Mortgaged Properties. The term “Whole Loan” shall include any successor REO Mortgage\nLoan and the related successor REO Companion Loan(s) (or the related deemed Companion Loan(s), if applicable)). The only Whole Loans related\nto the Trust as of the Closing Date are identified in the Whole Loan Table. None of the Companion Loans identified in the Whole Loan Table\nare assets of the Trust other than any Trust Subordinate Companion Loan(s).\n\n“Whole Loan Custodial\nAccount”: With respect to any Serviced Whole Loan, the respective segregated account or sub-account created and maintained\nby the Master Servicer pursuant to Section 3.05A of this Agreement on behalf of the holders of such Serviced Whole Loan, which\n(subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled “Trimont LLC, as Master Servicer,\non behalf of Wilmington Savings Fund Society, FSB, as Trustee, for the benefit of the registered Holders of Benchmark 2026-V22 Mortgage\nTrust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, and the applicable Uncertificated Interest Owners, and the\nrelated Serviced Companion Loan Holder(s), as their interests may appear.”\n\n“Whole Loan Special\nServicer”: Any Person (other than the General Special Servicer) responsible for performing the duties of Special Servicer hereunder\nwith respect to a Serviced Whole Loan or any related REO Property.\n\n - 153 - \n\n \n\n“Whole Loan Table”:\nThe table that appears under the heading “WHOLE LOANS” in the Preliminary Statement.\n\n“Withheld Amounts”:\nAs defined in Section 3.23 of this Agreement.\n\n“Workout-Delayed\nReimbursement Amounts”: With respect to any Mortgage Loan, Trust Subordinate Companion Loan or Serviced Whole Loan, the amount\nof any Advance made with respect to such Mortgage Loan, Trust Subordinate Companion Loan or Serviced Whole Loan on or before the date\nsuch Mortgage Loan, Trust Subordinate Companion Loan or Serviced Whole Loan becomes (or, but for the making of three monthly payments\nunder its modified terms, would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest\non such Advances, to the extent that (i) such Advance is not reimbursed to the Person who made such Advance on or before the date,\nif any, on which such Mortgage Loan, Trust Subordinate Companion Loan or Serviced Whole Loan becomes a Corrected Loan and (ii) the\namount of such Advance becomes a future obligation of the Mortgagor to pay under the terms of modified Loan Documents. That any amount\nconstitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person hereunder\nto determine in the future that such amount instead constitutes a Nonrecoverable Advance.\n\n“Workout Fee”:\nThe fee paid to the Special Servicer with respect to each Corrected Loan equal to the applicable Workout Fee Rate applied to each collection\nof interest (excluding Default Interest and Excess Interest) and principal (other than any amount for which a Liquidation Fee is paid)\nreceived on such Corrected Loan for so long as it remains a Corrected Loan; *provided* that no Workout Fee shall be payable by the\nTrust with respect to such Corrected Loan if and to the extent that the Corrected Loan became a Specially Serviced Loan under clause (g)\nof the definition of Specially Serviced Loan (and no other clause thereof) and no mortgage loan event of default actually occurs,\nunless the Serviced Mortgage Loan (or Serviced Whole Loan, if applicable) is modified by the Special Servicer in accordance with the terms\nhereof; *provided*, *further*, that if a Serviced Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Specially\nServiced Loan under this Agreement only because of an event described in clause (a)(ii) of the definition of “Specially Serviced\nLoan” as a result of a payment default at maturity and the related collection of interest and principal is received within 3 months\nfollowing the related Maturity Date in connection with the full and final payoff or refinancing of the related Serviced Mortgage Loan\n(or Serviced Whole Loan, if applicable), the Special Servicer will not be entitled to collect a Workout Fee (but the Special Servicer\nmay collect from the related Mortgagor and retain any workout fee, and such other fees, as are provided for in the related Loan Documents);\n*provided*, *further*, that the Workout Fee with respect to any Specially Serviced Loan that becomes a Corrected Loan under\nthis Agreement shall be reduced by any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to such Serviced\nMortgage Loan (or Serviced Whole Loan, if applicable) as described in the definition of Excess Modification Fees in this Agreement, but\nonly to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.\n\n“Workout Fee Rate”:\nA rate equal to the lesser of (a) 1.0% and (b) such lower rate as would result in a Workout Fee of $1,000,000 when applied to\neach expected payment of principal and interest (other than Default Interest and Excess Interest) on the subject Serviced Mortgage Loan\n(or related Serviced Whole Loan, if applicable) from the date such Mortgage Loan\n\n - 154 - \n\n \n\n(or related Serviced Whole Loan, if applicable)\nbecomes a Corrected Loan, through and including the then-related maturity date; *provided* that, if the rate in clause (a)\nabove would result in a Workout Fee that would be less than $25,000 when applied to each expected payment of principal and interest (other\nthan Default Interest and Excess Interest) on the subject Serviced Mortgage Loan (or related Serviced Whole Loan, if applicable) from\nthe date such Serviced Mortgage Loan (or related Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including the\nthen-related maturity date, then the Workout Fee Rate shall be a rate equal to such higher rate as would result in a Workout Fee equal\nto $25,000 when applied to each expected payment of principal and interest (other than Default Interest and Excess Interest) on such Serviced\nMortgage Loan (or related Serviced Whole Loan, if applicable) from the date such Serviced Mortgage Loan (or related Serviced Whole Loan,\nif applicable) becomes a Corrected Loan through and including the then-related maturity date.\n\n“XML Format”:\nExtensible markup language electronic format.\n\n“Yield Maintenance\nCharge”: With respect to any Mortgage Loan or Serviced Companion Loan, the yield maintenance charge or prepayment premium, if\nany, payable under the related Note in connection with certain prepayments.\n\nSection 1.02                \nCertain Calculations. Unless otherwise specified herein, the following provisions shall apply:\n\n(a)               \nAll calculations of interest with respect to the Mortgage Loans and Trust Subordinate Companion Loans shall be made in accordance\nwith the terms of the related Note and Mortgage.\n\n(b)              \nFor purposes of distribution of Yield Maintenance Charges to the Trust Certificateholders pursuant to Section 4.01(d)\nof this Agreement on any Distribution Date, the Class of Non-Vertically Retained Principal Balance Certificates as to which\nthe Non-Vertically Retained Percentage of any prepayment shall be deemed to be distributed shall be determined on the assumption that\nthe portion of the Principal Distribution Amount paid to the Non-Vertically Retained Principal Balance Certificates on such Distribution\nDate in respect of principal shall consist *first* of the Non-Vertically Retained Percentage of scheduled payments included in\nthe definition of Principal Distribution Amount and *second* of the Non-Vertically Retained Percentage of prepayments included\nin such definition.\n\n(c)               \nAny Mortgage Loan or Trust Subordinate Companion Loan payment is deemed to be received by the Trust Fund on the date such payment\nis actually received by the Master Servicer, the Special Servicer or the Certificate Administrator; *provided*, *however*, that\nfor purposes of calculating distributions on the Certificates, Principal Prepayments with respect to any Mortgage Loan or Trust Subordinate\nCompanion Loan are deemed to be received on the date they are applied in accordance with Section 3.01(b) of this Agreement\nto reduce the outstanding principal balance of such Mortgage Loan or Trust Subordinate Companion Loan on which interest accrues.\n\n(d)              \nFor purposes of calculating distributions on the Certificates and the Uncertificated VRR Interest and, in the absence of express\nprovisions in the related Loan\n\n - 155 - \n\n \n\nDocuments (and/or, with respect to each\nOutside Serviced Mortgage Loan, the related Outside Servicing Agreement) to the contrary, for purposes of otherwise collecting amounts\ndue under a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect of any Mortgage Loan in the form of payments\nfrom the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (excluding, if applicable, in the case of\neach Serviced Whole Loan, any amounts payable to the holder(s) of the related Companion Loan(s) pursuant to the related Co-Lender\nAgreement) shall be deemed to be allocated in the following order of priority:\n\n(i)                            as a recovery of\nany unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan, and unpaid\ninterest at the Advance Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with respect to the related\nMortgage Loan;\n\n(ii)                         as a recovery\nof Nonrecoverable Advances with respect to the related Mortgage Loan and any interest on those Nonrecoverable Advances at the Advance\nRate, to the extent previously paid or reimbursed from principal collections on the Mortgage Pool (as described in the first proviso\nin the definition of “Aggregate Principal Distribution Amount”);\n\n(iii)                      to the extent\nnot previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on such Mortgage\nLoan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid interest (exclusive of\nDefault Interest and Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through\nthe end of the applicable Mortgage Loan interest accrual period, *over* (B) the sum of (1) (x) the aggregate portion of the\naccrued and unpaid interest described in subclause (A) of this clause (iii) that was not advanced because of the reductions (if any)\nin the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.06(a) of\nthis Agreement in connection with related Appraisal Reduction Amounts, and (y) with respect to any accrued and unpaid interest that was\nnot advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent\nsuch determination of non-recoverability preventing such P&I Advance from being made) would not have been advanced because of the\nreductions in the amount of related P&I Advances for such Mortgage Loan that would have occurred under Section 4.06(a)\nof this Agreement in connection with related Appraisal Reduction Amounts, and (2) the aggregate portion of the accrued and unpaid\ninterest described in subclause (A) of this clause (iii) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal\nBalance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I\nAdvance was made (in each case after taking into account any allocations pursuant to clause (v) below on earlier dates);\n\n(iv)                     to the extent\nnot previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of such Mortgage Loan then due and\nowing,\n\n - 156 - \n\n \n\nincluding by reason of acceleration of\nsuch Mortgage Loan following a default thereunder (or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent\nof its entire remaining unpaid principal balance);\n\n(v)                        as a recovery of\naccrued and unpaid interest on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the sum of (A) the\ncumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred\nunder Section 4.06(a) of this Agreement in connection with related Appraisal Reduction Amounts or would have occurred under\nSection 4.06(a) in connection with related Appraisal Reduction Amounts but for the subject P&I Advance not having been\nmade as a result of a determination by the Master Servicer, Special Servicer or Back-Up Advancing Agent that such P&I Advance would\nhave been a Nonrecoverable Advance, *plus* (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that\naccrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral\nDeficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent that collections have not been\nallocated as recovery of such accrued and unpaid interest pursuant to this clause (v) on earlier dates);\n\n(vi)                     as a recovery\nof amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance\npremiums and similar items relating to such Mortgage Loan;\n\n(vii)                  as a recovery\nof any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;\n\n(viii)               as a recovery\nof any Yield Maintenance Charge then due and owing under such Mortgage Loan;\n\n(ix)                       as a recovery\nof any late payment charges and Default Interest then due and owing under such Mortgage Loan;\n\n(x)                          as a recovery of\nany Assumption Fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan;\n\n(xi)                       as a recovery\nof any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other than, if applicable,\naccrued and unpaid Excess Interest (and, if both Consent Fees and Operating Advisor Consulting Fees are due and owing, *first*,\nallocated to Consent Fees and, *then*, allocated to Operating Advisor Consulting Fees);\n\n(xii)                    as a recovery\nof any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and\n\n(xiii)                 in the case\nof an ARD Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess Interest;\n\n - 157 - \n\n \n\n*provided* that, to the extent required\nunder the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related Loan\nDocuments) with respect to any partial release of a Mortgaged Property (including following a condemnation) at a time when the loan-to-value\nratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would exceed 125% following any partial release\n(based solely on the value of the real property and excluding personal property and going concern value, if any) must be collected and\nallocated to reduce the principal balance of the Mortgage Loan or the related Serviced Whole Loan in the manner permitted by the REMIC\nProvisions.\n\nTo the extent not inconsistent\nwith the related Loan Documents (and, in any event, during any period there is an event of default thereunder): (i) interest received\non the Mountain Industrial Portfolio Mortgage Loan pursuant to the foregoing application waterfall will be required to be applied to the\nrespective components thereof in alphabetical order of component designation, in each case to pay all accrued and outstanding interest\non the subject component; and (ii) principal received on the Mountain Industrial Portfolio Mortgage Loan pursuant to the foregoing application\nwaterfall will be required to be applied to the respective components thereof in alphabetical order of component designation, in each\ncase until the outstanding principal balance of each such component is reduced to zero.\n\n(e)               \nCollections by or on behalf of the Trust in respect of any REO Property (exclusive of amounts to be allocated to the payment of\nthe costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced\nWhole Loan, exclusive of any amounts payable to the holder(s) of the related Companion Loan(s) pursuant to the related Co-Lender Agreement)\nshall be deemed to be allocated for purposes of calculating distributions on the Certificates and the Uncertificated VRR Interest (subject\nto any related Co-Lender Agreement and/or Outside Servicing Agreement) for purposes of otherwise collecting amounts due under the\nMortgage Loan in the following order of priority:\n\n(i)                      as a recovery of\nany unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related REO Mortgage Loan and\ninterest at the Advance Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with respect to the related\nREO Mortgage Loan;\n\n(ii)                   as a recovery\nof any Nonrecoverable Advances with respect to the related REO Mortgage Loan and any interest on those Nonrecoverable Advances at the\nAdvance Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first\nproviso in the definition of “Aggregate Principal Distribution Amount”);\n\n(iii)                 to the extent\nnot previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on the related\nREO Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid interest (exclusive\nof Default Interest and Excess Interest) accrued on such REO Mortgage Loan at the applicable Mortgage Rate in effect from time to time\nthrough the end of the applicable Mortgage Loan interest accrual period,\n\n - 158 - \n\n \n\nover (B) the sum of (1) (x) the aggregate\nportion of the accrued and unpaid interest described in subclause (A) of this clause (iii) that was not advanced because of the reductions\n(if any) in the amount of related P&I Advances for the related REO Mortgage Loan that have theretofore occurred under Section 4.06(a)\nof this Agreement in connection with related Appraisal Reduction Amounts, and (y) with respect to any accrued and unpaid interest that\nwas not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that\n(absent such determination of non-recoverability preventing such P&I Advance from being made) would not have been advanced because\nof the reductions in the amount of related P&I Advances for the related REO Mortgage Loan that would have occurred under Section 4.06(a)\nof this Agreement in connection with related Appraisal Reduction Amounts, and (2) the aggregate portion of the accrued and unpaid interest\ndescribed in subclause (A) of this clause (iii) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance\nof such REO Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance\nwas made (in each case after taking into account any allocations pursuant to clause (v) below or clause (v) of Section 1.02(d)\nabove on earlier dates);\n\n(iv)                to the extent\nnot previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of the related REO Mortgage Loan\nto the extent of its entire unpaid principal balance;\n\n(v)                   as a recovery of\naccrued and unpaid interest on the related REO Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the\nsum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such REO Mortgage Loan that\nhave theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal Reduction Amounts\nor would have occurred under Section 4.06(a) in connection with related Appraisal Reduction Amounts but for the subject\nP&I Advance not having been made as a result of a determination by the Master Servicer, Special Servicer or Back-Up Advancing Agent\nthat such P&I Advance would have been a Nonrecoverable Advance, *plus* (B) any unpaid interest (exclusive of Default Interest\nand Excess Interest) that accrued at the applicable Net Mortgage Rate on the portion of the Stated Principal Balance of such REO Mortgage\nLoan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the\nextent that collections have not theretofore been allocated as a recovery of such accrued and unpaid interest on earlier dates pursuant\nto this clause (v) or clause (v) of Section 1.02(d) above);\n\n(vi)                as a recovery\nof any Yield Maintenance Charge then due and owing under the related REO Mortgage Loan;\n\n(vii)              as a recovery\nof any late payment charges and Default Interest then due and owing under the related REO Mortgage Loan;\n\n - 159 - \n\n \n\n(viii)          as a recovery\nof any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related REO Mortgage Loan;\n\n(ix)                  as a recovery\nof any other amounts then due and owing under the related REO Mortgage Loan other than, if applicable, accrued and unpaid Excess Interest\n(and, if both Consent Fees and Operating Advisor Consulting Fees are due and owing, *first*, allocated to Consent Fees and, *then*,\nallocated to Operating Advisor Consulting Fees); and\n\n(x)                     in the case of\nan ARD Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess Interest.\n\nInterest received on a successor\nREO Mortgage Loan for the Mountain Industrial Portfolio Mortgage Loan pursuant to the foregoing application waterfall will be required\nto be applied to the respective components thereof in alphabetical order of component designation, in each case to pay all accrued and\noutstanding interest on the subject component. Principal received on a successor REO Mortgage Loan for the Mountain Industrial Portfolio\nMortgage Loan pursuant to the foregoing application waterfall will be required to be applied to the respective components thereof in alphabetical\norder of component designation, in each case until the outstanding principal balance of each such component is reduced to zero.\n\n(f)               \nThe applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (d) of this Section 1.02\nshall be determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect\nof any Mortgage Loan or any REO Property pursuant to paragraph (e) of this Section 1.02 shall be determined by the Special\nServicer (unless such Mortgage Loan is, or such REO Property relates to, an Outside Serviced Mortgage Loan, in which case such applications\nshall be determined by the Master Servicer) in accordance with the Servicing Standard.\n\n(g)              \nFor purposes of calculating distributions on the Loan-Specific Certificates and any Loan-Specific Uncertificated Interest relating\nto a particular Trust Subordinate Companion Loan and, in the absence of express provisions in the related Loan Documents and/or the related\nCo-Lender Agreement to the contrary, for purposes of otherwise collecting amounts due under the subject Trust Subordinate Companion Loan,\nall amounts collected by or on behalf of the Trust in respect of any Trust Subordinate Companion Loan in the form of payments from the\nrelated Mortgagor, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (excluding any amounts payable to the related Mortgage\nLoan pursuant to the related Co-Lender Agreement) shall be deemed to be allocated in the following order of priority:\n\n(i)                       as a recovery of\nany unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Trust Subordinate Companion Loan,\nand unpaid interest at the Advance Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with respect\nto such Trust Subordinate Companion Loan;\n\n - 160 - \n\n \n\n(ii)                    as a recovery\nof Nonrecoverable Advances with respect to such Trust Subordinate Companion Loan and any interest on those Nonrecoverable Advances at\nthe Advance Rate, to the extent previously paid or reimbursed from principal collections on such Trust Subordinate Companion Loan;\n\n(iii)                 to the extent\nnot previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on such Trust Subordinate\nCompanion Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid interest (exclusive\nof Default Interest and Excess Interest) accrued on such Trust Subordinate Companion Loan at the related Mortgage Rate in effect from\ntime to time through the end of the applicable mortgage interest accrual period, *over* (B) the sum of (1) (x) the aggregate portion\nof the accrued and unpaid interest described in subclause (A) of this clause (iii) that was not advanced because of the reductions (if\nany) in the amount of related P&I Advances for such Trust Subordinate Companion Loan that have theretofore occurred under Section 4.06(a)\nof this Agreement in connection with related Appraisal Reduction Amounts, and (y) with respect to any accrued and unpaid interest\nthat was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest\nthat (absent such determination of non-recoverability preventing such P&I Advance from being made) would not have been advanced because\nof the reductions in the amount of related P&I Advances for such Trust Subordinate Companion Loan that would have occurred under\nSection 4.06(a) of this Agreement in connection with related Appraisal Reduction Amounts, and (2) the aggregate portion\nof the accrued and unpaid interest described in subclause (A) of this clause (iii) that accrued at the related Net Mortgage Rate on the\nportion of the Stated Principal Balance of such Trust Subordinate Companion Loan equal to any related Collateral Deficiency Amount in\neffect from time to time and as to which no P&I Advance was made (in each case after taking into account any allocations pursuant\nto clause (v) below on earlier dates);\n\n(iv)                to the extent\nnot previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of such Trust Subordinate Companion Loan\nthen due and owing, including by reason of acceleration of such Trust Subordinate Companion Loan following a default thereunder (or,\nif such Trust Subordinate Companion Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid\nprincipal balance);\n\n(v)                   as a recovery of\naccrued and unpaid interest on such Trust Subordinate Companion Loan (exclusive of Default Interest and Excess Interest) to the extent\nof the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Trust Subordinate\nCompanion Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal Reduction\nAmounts or would have occurred under Section 4.06(a) in connection with related Appraisal Reduction Amounts but for the\nsubject P&I Advance not having been made as a result of a determination by the Master Servicer, Special Servicer or Back-Up Advancing\nAgent that such P&I\n\n - 161 - \n\n \n\nAdvance would have been a Nonrecoverable\nAdvance *plus* (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued at the related Net Mortgage\nRate on the portion of the Stated Principal Balance of such Trust Subordinate Companion Loan equal to any related Collateral Deficiency\nAmount in effect from time to time and as to which no P&I Advance was made (to the extent that collections have not been allocated\nas recovery of such accrued and unpaid interest pursuant to this clause (v) on earlier dates);\n\n(vi)                as a recovery\nof amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance\npremiums and similar items relating to such Trust Subordinate Companion Loan;\n\n(vii)             as a recovery\nof any other reserves to the extent then required to be held in escrow with respect to such Trust Subordinate Companion Loan;\n\n(viii)          as a recovery\nof any Yield Maintenance Charge then due and owing under such Trust Subordinate Companion Loan;\n\n(ix)                  as a recovery\nof any late payment charges and Default Interest then due and owing under such Trust Subordinate Companion Loan;\n\n(x)                     as a recovery of\nany Assumption Fees, assumption application fees and Modification Fees then due and owing under such Trust Subordinate Companion Loan;\n\n(xi)                  as a recovery\nof any other amounts then due and owing under such Trust Subordinate Companion Loan other than remaining unpaid principal and other than,\nif applicable, accrued and unpaid Excess Interest (and, if both Consent Fees and Operating Advisor Consulting Fees are due and owing,\n*first*, allocated to Consent Fees and, *then*, allocated to Operating Advisor Consulting Fees);\n\n(xii)               as a recovery\nof any remaining principal of such Trust Subordinate Companion Loan to the extent of its entire remaining unpaid principal balance;\n\n*provided* that, to the extent required\nunder the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related Loan\nDocuments) with respect to any partial release of a related Mortgaged Property (including following a condemnation) at a time when the\nloan-to-value ratio of the subject Trust Subordinate Companion Loan exceeds 125%, or would exceed 125% following any partial release\n(based solely on the value of the real property and excluding personal property and going concern value, if any) must be collected and\nallocated to reduce the principal balance of the subject Trust Subordinate Companion Loan in the manner permitted by the REMIC Provisions.\n\n(h)              \nCollections by or on behalf of the Trust in respect of any REO Property relating to a Trust Subordinate Companion Loan (exclusive\nof amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property\nand exclusive of any amounts payable to the related Mortgage Loan pursuant to the related Co-Lender Agreement) shall be deemed to be allocated\nfor purposes\n\n - 162 - \n\n \n\nof calculating distributions on the Loan-Specific\nCertificates and any Loan-Specific Uncertificated Interest relating to such Trust Subordinate Companion Loan and (subject to the related\nCo-Lender Agreement) for purposes of otherwise collecting amounts due under such Trust Subordinate Companion Loan in the following order\nof priority:\n\n(i)                       as a recovery of\nany unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related REO Trust Subordinate\nCompanion Loan and interest at the Advance Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with\nrespect to the related REO Trust Subordinate Companion Loan;\n\n(ii)                   as a recovery\nof any Nonrecoverable Advances with respect to the related REO Trust Subordinate Companion Loan and any interest on those Nonrecoverable\nAdvances at the Advance Rate, to the extent previously paid or reimbursed from principal collections on the related REO Trust Subordinate\nCompanion Loan;\n\n(iii)                 to the extent\nnot previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on the related\nREO Trust Subordinate Companion Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all\nunpaid interest (exclusive of Default Interest and Excess Interest) accrued on the related REO Trust Subordinate Companion Loan at the\nrelated Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual period, *over* (B) the\nsum of (1) (x) the aggregate portion of the accrued and unpaid interest described in subclause (A) of this clause (iii) that was not\nadvanced because of the reductions (if any) in the amount of related P&I Advances for the related REO Trust Subordinate Companion\nLoan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal Reduction\nAmounts, and (y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I\nAdvance would be a Nonrecoverable Advance, the amount of interest that (absent such determination of non-recoverability preventing such\nP&I Advance from being made) would not have been advanced because of the reductions in the amount of related P&I Advances for\nthe related REO Trust Subordinate Companion Loan that would have occurred under Section 4.06(a) of this Agreement in connection\nwith related Appraisal Reduction Amounts, and (2) the aggregate portion of the accrued and unpaid interest described in subclause (A)\nof this clause (iii) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such REO Trust Subordinate\nCompanion Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made\n(in each case after taking into account any allocations pursuant to clause (v) below or clause (v) of Section 1.02(g) above on\nearlier dates);\n\n(iv)                to the extent\nnot previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of the related REO Trust Subordinate\nCompanion Loan to the extent of its entire unpaid principal balance;\n\n - 163 - \n\n \n\n(v)                   as a recovery\nof accrued and unpaid interest on the related REO Trust Subordinate Companion Loan (exclusive of Default Interest and Excess Interest)\nto the extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for the related\nREO Trust Subordinate Companion Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection\nwith related Appraisal Reduction Amounts or would have occurred under Section 4.06(a) in connection with related Appraisal Reduction\nAmounts but for the subject P&I Advance not having been made as a result of a determination by the Master Servicer, Special Servicer\nor Back-Up Advancing Agent that such P&I Advance would have been a Nonrecoverable Advance, *plus* (B) any unpaid interest (exclusive\nof Default Interest and Excess Interest) that accrued at the applicable Net Mortgage Rate on the portion of the Stated Principal Balance\nof the related REO Trust Subordinate Companion Loan equal to any related Collateral Deficiency Amount in effect from time to time and\nas to which no P&I Advance was made (to the extent that collections have not theretofore been allocated as a recovery of such accrued\nand unpaid interest on earlier dates pursuant to this clause (v) or clause (v) of Section 1.02(g) above);\n\n(vi)                as a recovery\nof any Yield Maintenance Charge then due and owing under the related REO Trust Subordinate Companion Loan;\n\n(vii)            as a recovery\nof any late payment charges and Default Interest then due and owing under the related REO Trust Subordinate Companion Loan;\n\n(viii)          as a recovery\nof any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related REO Trust Subordinate\nCompanion Loan; and\n\n(ix)                 as a recovery\nof any other amounts then due and owing under the related REO Trust Subordinate Companion Loan other than, if applicable, accrued and\nunpaid Excess Interest (and, if both Consent Fees and Operating Advisor Consulting Fees are due and owing, *first*, allocated to\nConsent Fees and, *then*, allocated to Operating Advisor Consulting Fees) .\n\n(i)                \nThe applications of amounts received in respect of a Trust Subordinate Companion Loan pursuant to paragraph (g) of this Section 1.02\nshall be determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect\nof such Trust Subordinate Companion Loan or any REO Property pursuant to paragraph (h) of this Section 1.02 shall be determined\nby the Special Servicer in accordance with the Servicing Standard.\n\n(j)                \nAll net present value calculations and determinations made hereunder with respect to the Mortgage Loans, the Serviced Companion\nLoans or a Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”, and including,\nif and when applicable, with respect to an Outside Serviced Mortgage Loan or the related Mortgaged Property or any related REO Property)\nshall be made using the Calculation Rate.\n\n - 164 - \n\n \n\n(k)              \nFor purposes of calculating Pass-Through Rates (where applicable) and distributions on, and allocations of applicable Realized\nLosses (where applicable) to, the Trust Certificates and the Uncertificated Interests, as well as for purposes of calculating the Servicing\nFee, the Trustee/Certificate Administrator Fee, the Operating Advisor Fee and the Asset Representations Reviewer Ongoing Fee payable each\nmonth, each REO Property (including any REO Property with respect to an Outside Serviced Mortgage Loan held pursuant to an Outside Servicing\nAgreement) will be treated as if the related Trust Loan and any related Companion Loan(s) had remained outstanding and the related Loan\nDocuments continued in full force and effect; and all references to “Mortgage Loan,” “Mortgage Loans” or “Mortgage\nPool” (or any other capitalized terms of which such terms are a part) in this Agreement, when used in that context, will be deemed\nto also be references to or to also include, as the case may be, any related REO Mortgage Loan, and all references to “Companion\nLoan,” “Companion Loans,” “Trust Subordinate Companion Loan” or “Trust Subordinate Companion Loans”\n(or any other capitalized terms of which such terms are a part) in this Agreement, when used in that context, will be deemed to also be\nreferences to or to also include, as the case may be, any related REO Companion Loan, and all references to “Trust Loan” and\n“Trust Loans” (or any other capitalized terms of which such terms are a part) in this Agreement, when used in that context,\nwill be deemed to also be references to or to also include, as the case may be, any related REO Trust Loan. Each REO Loan will generally\nbe deemed to have the same characteristics as its actual predecessor Mortgage Loan or Companion Loan, as applicable, including the same\nfixed Mortgage Rate (and, accordingly, the same Net Mortgage Rate) and the same unpaid principal balance and Stated Principal Balance.\nAmounts due on the predecessor Mortgage Loan or Companion Loan, as applicable, including any portion of those amounts payable or reimbursable\nto the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator\nor the Trustee, as applicable, will continue to be “due” in respect of the REO Loan; and amounts received in respect of the\nrelated REO Property, net of payments to be made, or reimbursements to the Master Servicer or Special Servicer for payments previously\nadvanced, in connection with the operation and management of that property, generally will be applied by the Master Servicer as if received\non the predecessor Mortgage Loan or Companion Loan, as applicable.\n\nSection 1.03                \nCertain Constructions. (a) For purposes of this Agreement, references\nto the most or next most subordinate Class of Non-Vertically Retained Regular Certificates outstanding at any time shall mean\nthe most or next most subordinate Class of Non-Vertically Retained Regular Certificates then outstanding as among the Class A-1,\nClass A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class D, Class E,\nClass F-RR and Class G-RR Certificates; *provided*, *however*, that for purposes of determining the most subordinate Class of\nNon-Vertically Retained Regular Certificates, in the event that the Class A-1, Class A-2 and Class A-3 Certificates are the\nonly Classes of Non-Vertically Retained Principal Balance Certificates outstanding, the Class A-1, Class A-2, Class A-3 and Class X-A\nCertificates together will be treated as the most subordinate Class of Non-Vertically Retained Regular Certificates. For purposes\nof this Agreement, each Class of Certificates (other than the Class S and Class R Certificates) shall be deemed to be outstanding\nonly to the extent its respective Certificate Balance or Notional Amount has not been reduced to zero. For purposes of this Agreement,\nthe Class R Certificates shall be\n\n - 165 - \n\n \n\ndeemed to be outstanding so long as the Trust\nREMICs have not been terminated pursuant to Section 9.01 of this Agreement.\n\n(b)              \nFor purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:\n\n(i)                       the terms defined\nin this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;\n\n(ii)                    references herein\nto “Articles”, “Sections”, “Subsections”, “Paragraphs” and other subdivisions without\nreference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;\n\n(iii)                 a reference to\na Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in\nwhich the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;\n\n(iv)                 the words “herein”, “hereof”, “hereunder”, “hereto”, “hereby” and other\nwords of similar import refer to this Agreement as a whole and not to any particular provision; and\n\n(v)                   the terms “include” or “including” shall mean without limitation by reason of enumeration.\n\n(c)               \nFor the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the Trust is required\nto indemnify a party to this Agreement, or a party to this Agreement is required to indemnify the Trust or another party to this Agreement,\nfor costs, fees and expenses, such costs, fees and expenses are intended to include costs (including, but not limited to, reasonable attorney’s\nfees and expenses) of the enforcement of such indemnity.\n\nArticle\nII\n\nCONVEYANCE OF MORTGAGE LOANS AND TRUST SUBORDINATE\n\nCOMPANION LOAN; ORIGINAL ISSUANCE OF CERTIFICATES\n\nSection 2.01                \nConveyance of Mortgage Loans and Trust Subordinate Companion Loan.\n\n(a)               \nThe Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as Benchmark\n2026-V22 Mortgage Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey\nto the Trustee (as holder of the Lower-Tier Regular Interests, the Mortgage Loan REMIC Regular Interests and the Trust Subordinate\nCompanion Loan REMIC Regular Interests) in trust without recourse for the benefit of the Trust Interest Owners all the right,\n\n - 166 - \n\n \n\ntitle and interest of the Depositor,\nincluding any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the\nMortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e), 5(f), 5(g), 5(h) (insofar as it relates to the\ndelivery of the subject certification to the Depositor) and 5(m) (insofar as the indemnity relates to the failure in clause (ii)\nof such Section 5(m)), 6 (other than Sections 6(i), 6(j) and 6(k)) and (to the extent related to the foregoing) 7, 11, 12, 13, 14,\n16, 17, 18, 20, 22, 23 and 24 of each Mortgage Loan Purchase Agreement, (iii) each Co-Lender Agreement, if any, (iv) any Trust\nSubordinate Companion Loan(s) and (v) all Escrow Accounts, Lock-Box Accounts and all other assets included or to be included\nin the Trust Fund for the benefit of the Trust Certificateholders and the Uncertificated Interest Owners. Such assignment includes all\ninterest and principal received or receivable on or with respect to the Mortgage Loans and the Trust Subordinate Companion Loan(s) (other\nthan payments of principal and interest and other amounts due and payable on the Mortgage Loans and the Trust Subordinate Companion Loan(s)\non or before the Cut-off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans and the\nTrust Subordinate Companion Loan(s)). Such assignment of any Outside Serviced Mortgage Loan is further subject to the terms and conditions\nof the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The transfer of the Mortgage Loans, the Trust Subordinate\nCompanion Loan(s) and the related rights and property accomplished hereby is absolute and, notwithstanding Section 12.08 of\nthis Agreement, is intended by the parties to constitute a sale.\n\n(b)               In connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall direct each Mortgage Loan Seller (pursuant to the related\nMortgage Loan Purchase Agreement) to deliver to and deposit with (or to cause to be delivered to and deposited with) the Custodian (on behalf of the Trustee), on or before the Closing Date, the Mortgage File for each Mortgage Loan and Trust Subordinate Companion Loan, with copies (other than with respect to an Outside Serviced Mortgage Loan) to be delivered, within five (5) Business Days after the Closing Date, to the Master Servicer. Notwithstanding anything to the contrary contained herein, (A)\nwith respect to an Outside Serviced Mortgage Loan as of the Closing Date, (i) if the Custodian is not also the applicable Outside Custodian with respect to such Outside Serviced Mortgage Loan, the preceding document delivery requirements shall be deemed satisfied by the delivery by the applicable Mortgage Loan Seller to the Custodian (on behalf of the Trustee) of (I) with respect to the documents and/or instruments referred to in clause (1) of the definition of “Mortgage File”,\nexecuted originals of the related documents, and (II) with respect to the documents and/or instruments referred to in clauses (2) through (21) of the definition of “Mortgage File”, a copy of such documents (with the actual such documents to be delivered to the applicable Outside Custodian under the applicable Outside Servicing Agreement) and (ii) if the Custodian is also the applicable Outside Custodian with respect to such Outside Serviced Mortgage Loan, the preceding\ndocument delivery requirements shall be deemed satisfied by the delivery by the applicable Mortgage Loan Seller to the Custodian (on behalf of the Trustee) of (I) with respect to the documents and/or instruments referred to in clause (1) of the definition of “Mortgage File”, executed originals of the related documents, and (II) with respect to the documents and/or instruments referred to in clauses (2) through (21) of the definition of “Mortgage\nFile”, a copy of any such document only if such document was not required to be delivered to the applicable Outside Custodian\n\n - 167 - \n\n \n\nunder the applicable Outside Servicing\nAgreement; *provided* that with respect to such Outside Serviced Mortgage Loan, (x) if Citibank, N.A. ceases to be the Custodian\nunder this Agreement with respect to such Outside Serviced Mortgage Loan, it shall, upon receipt of a request for release, provide to\nthe successor Custodian executed originals of the documents and/or instruments referred to in clause (1) of the definition\nof “Mortgage File” and copies of the documents and/or instruments referred to in clauses (2) through (21) of\nthe definition of “Mortgage File”, and (y) if Citibank, N.A. ceases to be the Outside Custodian under the applicable Outside\nServicing Agreement with respect to such Outside Serviced Mortgage Loan, it shall, promptly provide copies of the documents and/or instruments\nreferred to in clauses (2) through (21) of the definition of “Mortgage File” to the Custodian under this Agreement;\nand (B) with respect to a Servicing Shift Mortgage Loan, the related Mortgage File delivered to and deposited with the Custodian (on behalf\nof the Trustee) as contemplated by the first sentence of this Section 2.01(b) shall, on or after the related Servicing Shift\nDate, be transferred to the Outside Custodian related to the securitization of the related Pari Passu Companion Loan evidenced by the\nrelated Servicing Shift Lead Note in accordance with the second paragraph of Section 2.01(c) and with the expectation that\nthe assignments referred to in clauses (4), (5) and (14) of the definition of “Mortgage File” (to\nthe extent that recordation of such item would have otherwise been required) will be recorded in the name of the trustee for that securitization.\nNone of the Certificate Administrator, the Trustee, the Custodian, the Master Servicer or the Special Servicer shall be liable for any\nfailure by any Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the related Mortgage Loan Purchase\nAgreement and this Section 2.01(b). Notwithstanding anything herein to the contrary, with respect to letters of credit (exclusive\nof those relating to an Outside Serviced Mortgage Loan), the applicable Mortgage Loan Seller shall deliver, on or before the Closing Date,\nto the Master Servicer and the Master Servicer shall hold the original (or copy, if such original has been submitted by the applicable\nMortgage Loan Seller to the issuing bank to effect an assignment or amendment of such letter of credit (changing the beneficiary thereof\nto the Trustee (in care of the Master Servicer) for the benefit of the Trust Certificateholders, the Uncertificated Interest Owners and,\nif applicable, the related Serviced Companion Loan Holder(s) and, to the extent required in order for the Master Servicer to draw on such\nletter of credit on behalf of the Trustee for the benefit of the Trust Certificateholders, the Uncertificated Interest Owners and, if\napplicable, the related Serviced Companion Loan Holder(s) in accordance with the applicable terms thereof and/or of the related Loan Documents))\nand the applicable Mortgage Loan Seller shall be deemed to have satisfied any delivery requirements of the related Mortgage Loan Purchase\nAgreement and this Section 2.01(b) by delivering, on or before the Closing Date, with respect to any letter(s) of credit a\ncopy thereof to the Custodian together with an Officer’s Certificate of the applicable Mortgage Loan Seller certifying that such\ndocument has been delivered to the Master Servicer or an Officer’s Certificate from the Master Servicer certifying that it holds\nthe letter(s) of credit pursuant to this Section 2.01(b). If a letter of credit referred to in the previous sentence is not\nin a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trustee for the benefit of the Trust\nCertificateholders, the Uncertificated Interest Owners and, if applicable, the related Serviced Companion Loan Holder(s) in accordance\nwith the applicable terms thereof and/or of the related Loan Documents, the applicable Mortgage Loan Seller shall deliver the appropriate\nassignment\n\n - 168 - \n\n \n\nor amendment documents (or copies of\nsuch assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals to the related issuer of such letter\nof credit for processing) to the Master Servicer within 90 days of the Closing Date; *provided* that with respect to a Servicing\nShift Mortgage Loan, no such assignments shall be made until the earlier of (i) the related Servicing Shift Date, in which case such assignments\nshall be made in accordance with the related Servicing Shift Mortgage Loan Pooling and Servicing Agreement, and (ii) the earlier of (A)\n180 days after the Closing Date and (B) such time as any such letter of credit is required to be drawn upon by the Master Servicer,\nin which case such assignments shall be made in favor of the Trustee for the benefit of the Trust Certificateholders, the Uncertificated\nInterest Owners and, if applicable, the holder(s) of the related Companion Loan(s), until the occurrence of the related Servicing Shift\nDate. Contemporaneous with the securitization of the related Pari Passu Companion Loan evidenced by the related Servicing Shift Lead Note,\nany such letter of credit shall be assigned to the related Outside Servicer or related Outside Trustee, as applicable, as provided in\nthe related Servicing Shift Mortgage Loan Pooling and Servicing Agreement. The applicable Mortgage Loan Seller shall pay any costs of\nassignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf\nof the Trustee for the benefit of the Trust Certificateholders, the Uncertificated Interest Owners and, if applicable, the related Serviced\nCompanion Loan Holder(s), and shall cooperate with the reasonable requests of the Master Servicer or the Special Servicer, as applicable,\nin connection with effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned or amended\nin order that it may be drawn by the Master Servicer on behalf of the Trustee for the benefit of Trust Certificateholders, the Uncertificated\nInterest Owners and, if applicable, the related Serviced Companion Loan Holder(s).\n\nNotwithstanding anything\nto the contrary contained herein, with respect to each Co-sponsored Mortgage Loan and Co-sponsored Trust Subordinate Companion Loan, the\nobligations of each of the related Applicable Co-sponsors to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian\nshall be limited to delivery to the Custodian of only the Mortgage Note(s) evidencing the portion of such Co-sponsored Mortgage Loan or\nCo-sponsored Trust Subordinate Companion Loan, as applicable, being sold by such party (and any related allonge or assignment). With respect\nto each Co-sponsored Mortgage Loan and Co-sponsored Trust Subordinate Companion Loan, the obligations of the related Applicable Co-sponsors\nto deliver the remaining portion of the related Mortgage File or any remaining document required to be delivered with respect thereto\nshall be joint and several, *provided* that either of the related Applicable Co-sponsors may deliver one Mortgage File (exclusive\nof the related Mortgage Notes) or one of any other remaining document required to be delivered with respect to such Co-sponsored Mortgage\nLoan or Co-sponsored Trust Subordinate Companion Loan, as applicable, hereunder and such delivery shall satisfy the corresponding delivery\nrequirements for each of the related Applicable Co-sponsors.\n\nWith respect to any Serviced\nMortgage Loan secured by a Mortgaged Property that is subject to a franchise agreement with a related comfort letter in favor of the related\nMortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any such related comfort letter\nto the Trustee for the benefit of the Trust Certificateholders and the Uncertificated Interest Owners (and, if applicable, the related\nServiced Companion Loan\n\n - 169 - \n\n \n\nHolder(s)) or have a new comfort letter (or\nany such new document or acknowledgement as may be contemplated under the existing comfort letter) issued in the name of the Trustee for\nthe benefit of the Trust Certificateholders and the Uncertificated Interest Owners (and, if applicable, the related Serviced Companion\nLoan Holder(s)), the related Mortgage Loan Seller or its designee shall, within 45 days of the Closing Date (or any shorter period\nif required by the applicable comfort letter), provide any such required notice or make any such required request to the related franchisor\nfor the transfer or assignment of such comfort letter or issuance of a new comfort letter (or any such new document or acknowledgement\nas may be contemplated under the existing comfort letter), with a copy of such notice or request to the Custodian (who shall include such\ndocument in the related Mortgage File), the Special Servicer and the Master Servicer, and the Master Servicer shall use reasonable efforts\nin accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document\nor acknowledgement as may be contemplated under the existing comfort letter), and the Master Servicer shall, as soon as reasonably practicable\nfollowing receipt thereof, deliver the original of such replacement comfort letter, new document or acknowledgement, as applicable, to\nthe Custodian for inclusion in the Mortgage File.\n\nAfter the Depositor’s\ntransfer of the Trust Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent\nwith the Trust’s ownership of the Trust Loans.\n\n(c)               \nThe Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan Purchase\nAgreement that it shall record and file, or cause a third party on its behalf to record and file, at the related Mortgage Loan Seller’s\nexpense, in the appropriate public recording office for real property records or UCC financing statements, as appropriate, each related\nassignment of Mortgage and assignment of Assignment of Leases referred to in clause (4) of the definition of “Mortgage\nFile” and each related UCC-3 assignment referred to in clause (15) of the definition of “Mortgage File”,\nin each case in favor of the Trustee. This subsection (c) shall not apply to any Outside Serviced Mortgage Loan because\nthe documents referred to herein have been assigned to the related Outside Trustee. Notwithstanding the foregoing, with respect to a Servicing\nShift Mortgage Loan: (A) the instruments of assignment referred to in clauses (4), (5) and (14) in the definition\nof “Mortgage File” may be in blank and need not be recorded pursuant to this Agreement (to the extent recordation would have\notherwise been required) until the earliest of (i) the related Servicing Shift Date, in which case such instruments shall be completed\nand, if applicable, recorded in accordance with the related Servicing Shift Mortgage Loan Pooling and Servicing Agreement, and the related\nMortgage Loan Seller shall deliver or cause the delivery of photocopies of any such instruments of assignment so completed and recorded\nto the Custodian, (ii) such Servicing Shift Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the related Servicing\nShift Date, in which case such assignments shall be completed and, if applicable, recorded in accordance with this Agreement upon such\noccurrence, and (iii) the expiration of 180 days following the Closing Date, in which case assignments shall be completed and,\nif applicable, recordations shall be effected in accordance with this Agreement upon such occurrence; and (B) on or promptly following\nthe related Servicing Shift Date and upon the transfer of servicing of the related Servicing Shift Mortgage Loan to the related Outside\nServicing Agreement in accordance with the related Co-Lender Agreement, the Custodian\n\n - 170 - \n\n \n\nshall deliver the originals of all documents\nconstituting the related Mortgage File and any other related Loan Documents (if not a part of the related Mortgage File) in its possession\n(other than the documents described in clause (1) of the definition of “Mortgage File”) to the related Outside Trustee\nor the Outside Custodian; *provided* that, prior to the delivery of any such original documents to the related Outside Trustee or\nOutside Custodian, the Custodian shall make and retain photocopies of any and all documents so delivered to the related Outside Trustee\nor the Outside Custodian; and *provided, further*, that, to the extent any instruments of assignment that are part of the Mortgage\nFile have been recorded or filed pursuant to this Agreement prior to the related Servicing Shift Date, the Trustee shall execute and deliver\nassignments to the Outside Trustee.\n\nThe Depositor hereby represents\nand warrants that the applicable Mortgage Loan Seller has covenanted in the related Mortgage Loan Purchase Agreement as to each Mortgage\nLoan (exclusive of any Outside Serviced Mortgage Loan) and each Trust Subordinate Companion Loan, that if it cannot deliver or cause to\nbe delivered the documents and/or instruments referred to in clauses (2), (3), (6) (if recorded) and (15)\nof the definition of “Mortgage File” solely because of a delay caused by the public recording or filing office where such\ndocument or instrument has been delivered for recordation or filing, as applicable, a copy of the original certified by the applicable\nMortgage Loan Seller or the title agent to be a true and complete copy of the original thereof submitted for recording, shall be forwarded\nto the Custodian. Each assignment referred to in the prior paragraph that is recorded and the file copy of each UCC-3 assignment referred\nto in the previous paragraph shall reflect that it should be returned by the public recording or filing office to the Custodian or its\nagent following recording (or, alternatively, to the applicable Mortgage Loan Seller or its designee, in which case the applicable Mortgage\nLoan Seller shall deliver or cause the delivery of the recorded/filed original to the Custodian promptly following receipt); *provided*\nthat, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of\nLeases, the applicable Mortgage Loan Seller or its designee shall obtain and provide to the Custodian a certified copy of the recorded\noriginal. On a monthly basis, at the expense of the applicable Mortgage Loan Seller, the Custodian shall forward to the Master Servicer\na copy of each of the aforementioned assignments following the Custodian’s receipt thereof.\n\nIf the Custodian has received\nwritten notice that any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be, because of a\ndefect therein, then the Custodian shall direct the applicable Mortgage Loan Seller (pursuant to the Mortgage Loan Purchase Agreement)\npromptly to prepare or cause the preparation of a substitute therefor or cure such defect or cause such defect to be cured, as the case\nmay be, and to record or file, or with respect to any assignments that a third party on the Mortgage Loan Seller’s behalf has agreed\nto record or file as described above, to deliver to such third party the substitute or corrected document.\n\n(d)              \nIn connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, except with respect\nto any Outside Serviced Mortgage Loan, the Depositor shall direct the applicable Mortgage Loan Seller (pursuant to the related Mortgage\nLoan Purchase Agreement) to deliver to and deposit with (or cause to be delivered to and deposited with) the Master Servicer (and\nelectronically to the Special Servicer) within five (5) Business Days after the Closing Date: (i) a copy of the Mortgage\n\n - 171 - \n\n \n\nFile; (ii) all documents and records\nnot otherwise required to be contained in the Mortgage File that (A) relate to the origination and/or servicing and administration\nof the Mortgage Loans, the Trust Subordinate Companion Loan(s) and any other related Serviced Companion Loan(s), (B) are reasonably\nnecessary for the ongoing administration and/or servicing of the Mortgage Loans (including any asset summaries related to the Mortgage\nLoans that were delivered to the Rating Agencies in connection with the rating of the Trust Certificates), the Trust Subordinate Companion\nLoan(s) or any other related Serviced Companion Loans or for evidencing or enforcing any of the rights of the holder of the Mortgage Loans,\nthe Trust Subordinate Companion Loan(s) or any other related Serviced Companion Loans or holders of interests therein, and (C) are\nin possession or under control of the applicable Mortgage Loan Seller; and (iii) all unapplied Escrow Payments and reserve funds\nin the possession or under control of the applicable Mortgage Loan Seller that relate to such Mortgage Loans, such Trust Subordinate Companion\nLoan(s) and any other related Serviced Companion Loans, together with a statement indicating which Escrow Payments and reserve funds are\nallocable to each Mortgage Loan, each Trust Subordinate Companion Loan or any other related Serviced Companion Loan; *provided* that\nthe applicable Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other related Mortgage Loan Seller\ncommunications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations.\nThe Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Trust Certificateholders\nand the Uncertificated Interest Owners (and, insofar as they also relate to a Serviced Companion Loan held outside the Trust, on behalf\nof and for the benefit of the applicable Serviced Companion Loan Holder). Notwithstanding anything to the contrary, the foregoing provisions\nof this Section 2.01(d) shall not apply to the Outside Serviced Mortgage Loans. In addition, each Mortgage Loan Seller is\nrequired, pursuant to the related Mortgage Loan Purchase Agreement, to provide to the Master Servicer the initial data with respect to\nits Mortgage Loans and any Trust Subordinate Companion Loan(s) sold thereby for the CREFC® Financial File and the CREFC®\nLoan Periodic Update File that are required to be prepared by the Master Servicer pursuant to this Agreement.\n\n(e)               \nIn connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver,\nand hereby represents and warrants that it has delivered, to the Custodian and the Master Servicer, on or before the Closing Date, a fully\nexecuted original counterpart of each Mortgage Loan Purchase Agreement, as in full force and effect, without amendment or modification,\non the Closing Date.\n\n(f)               \nWith respect to a Serviced Whole Loan, the Custodian shall also hold the related Mortgage File for the use and benefit of the related\nServiced Companion Loan Holder(s).\n\n(g)              \nThe parties to this Agreement acknowledge and agree, with respect to the Outside Serviced Mortgage Loans, that the Trust assumes\nthe obligations and rights of the holder of each Outside Serviced Mortgage Loan under the respective Co-Lender Agreement and/or Outside\nServicing Agreement.\n\n - 172 - \n\n \n\n(h)              \nIt is not intended that this Agreement create a partnership or a joint-stock association.\n\n(i)                \nThe parties to this Agreement acknowledge that each Mortgage Loan Purchase Agreement provides that: (1) within sixty (60) days\nafter the Closing Date, the related Mortgage Loan Seller is required to deliver or cause to be delivered the Diligence File for each of\nits Mortgage Loans to the Depositor by uploading such Diligence Files to the Designated Site; and (2) promptly upon completion of such\ndelivery of the Diligence Files (but in no event later than sixty (60) days after the Closing Date), the applicable Mortgage Loan\nSeller is required to provide to the Depositor (with a copy (which may be sent by email if and to the extent provided for in Section 12.04\nof this Agreement) to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the\nControlling Class Representative, the Asset Representations Reviewer and the Operating Advisor) an officer’s certificate signed\nby such Mortgage Loan Seller certifying that the electronic copies of the documents uploaded to the Designated Site constitute all documents\nrequired under the definition of “Diligence File” and such Diligence Files are organized and categorized in accordance with\nthe electronic file structure reasonably requested by the Depositor (the “Diligence File Certification”).The Depositor\nshall have no responsibility for determining whether any Diligence Files delivered to it are complete and shall have no liability to the\nTrust or the Trust Certificateholders or the Uncertificated Interest Owners for the failure of any Mortgage Loan Seller to deliver a Diligence\nFile (or a complete Diligence File) to the Depositor.\n\n(j)                \nWithin one (1) Business Day after the Closing Date, the Depositor shall deliver to the Master Servicer the Initial Schedule AL\nFile and the Initial Schedule AL Additional File in XML Format and Excel format at the following email address: *investorreporting@trimont.com*.\n\n(k)              \nThe parties to this Agreement acknowledge that each Mortgage Loan Purchase Agreement provides that, contemporaneously with the\nexecution of such Mortgage Loan Purchase Agreement by the Depositor and the related Mortgage Loan Seller, the related Mortgage Loan Seller\nis required to deliver to the Special Servicer a power of attorney (substantially in the form of Exhibit G to such Mortgage\nLoan Purchase Agreement) that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment\nand/or recordation of any documents and/or instruments relating to any related Mortgage Loan or, if applicable, Trust Subordinate Companion\nLoan which have not been delivered, assigned or recorded at the time required for enforcement actions by the Special Servicer on behalf\nof the Trust Fund.\n\n(l)                \nIf any Mortgage Loan Seller delivers any Initial Month’s Interest Deposit Amount(s) to the Certificate Administrator pursuant\nto Section 1 of the related Mortgage Loan Purchase Agreement, the Master Servicer shall promptly deposit such amount(s) into the Collection\nAccount. If any Mortgage Loan Seller delivers any Initial Interest Deposit Amount(s) to the Certificate Administrator pursuant to Section\n1 of the related Mortgage Loan Purchase Agreement, the Certificate Administrator shall promptly deposit such amount(s) into the Interest\nReserve Account.\n\n - 173 - \n\n \n\nSection 2.02                \nAcceptance by the Trustee, the Custodian and the Certificate Administrator.\n\n(a)                The Trustee, by its execution and delivery of this Agreement, hereby accepts receipt, directly or through the Custodian on its behalf, of (i) the Mortgage Loans, the Mortgage Loan REMIC\nRegular Interests, the Trust Subordinate Companion Loan(s) and all documents delivered to it that constitute portions of the related Mortgage Files and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or the Custodian on its behalf holds and will hold such documents and any other documents subsequently received by it that constitute portions of the Mortgage Files, and that the Custodian on behalf\nof the Trustee holds and will hold the Mortgage Loans, the Mortgage Loan REMIC Regular Interests, the Trust Subordinate Companion Loan(s) and such other assets, together with any other assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Trust Certificateholders and Uncertificated Interest Owners and, if applicable, the Serviced Companion Loan Holders pursuant to Section 2.01(f) of this Agreement.\nWith respect to each Serviced Whole Loan, the Custodian shall also hold the portion of such Mortgage File that relates to any Serviced Companion Loan in such Whole Loan that is held outside the Trust in trust for the use and benefit of the related Serviced Companion Loan Holder. In connection with the foregoing, the Certificate Administrator, as the initial Custodian, hereby certifies to each of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial Purchaser\nthat, as to each Trust Loan, (i) all documents specified in clause (1) of the definition of “Mortgage File” are in its possession, and (ii) the original Note (or, if accompanied by a lost note affidavit, the copy of such Note) received by it with respect to such Trust Loan has been reviewed by it and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities\nif initialed by the Mortgagor), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Trust Loan.\n\n(b)              \nOn or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th day following\nthe Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date, (ii) the day on\nwhich all exceptions have been removed and (iii) the day on which the applicable Mortgage Loan Seller has repurchased or substituted\nfor the last affected Trust Loan), the Custodian shall review the documents delivered to it with respect to each Trust Loan, and the Custodian\nshall, subject to Sections 2.01(c), 2.02(c) and 2.02(d) of this Agreement and the terms of the respective Mortgage\nLoan Purchase Agreements, certify in writing (substantially in the form of Exhibit N to this Agreement) to each of the other\nparties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial Purchaser (and upon request, in the case of a Serviced\nWhole Loan that is held outside the Trust, to the related Serviced Companion Loan Holder) that, as to each Mortgage Loan and Trust Subordinate\nCompanion Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification,\nwhich exception report shall also be available in electronic format (including Excel-compatible format) upon request): (i) all\ndocuments specified in clauses (1), (2), (3), (4) (other than with respect to an Outside Serviced Mortgage Loan), (5), (6) (*provided*\nthat the Custodian has been notified of any\n\n - 174 - \n\n \n\nrelated modification), (7), (15) and\n(20) (for each Mortgage Loan that is part of a Whole Loan and any Trust Subordinate Companion Loan) of the definition of “Mortgage\nFile” are in its possession; (ii) the recordation/filing contemplated by Section 2.01(c) of this Agreement has\nbeen completed (based solely on receipt by the Custodian (whether that is the Certificate Administrator or any other Custodian appointed\nby it) of the particular recorded/filed documents); (iii) all documents received by the Custodian with respect to such Mortgage Loan\nor Trust Subordinate Companion Loan, as applicable, have been reviewed by the Custodian and (A) appear regular on their face (handwritten\nadditions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed\n(where appropriate) and (C) purport to relate to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable; and (iv) based\non the examinations referred to in Section 2.02(a) of this Agreement and this Section 2.02(b) and only as to the\nforegoing documents (together with any Loan Agreement that has been delivered by the related Mortgage Loan Seller), the information set\nforth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of the definition of “Mortgage\nLoan Schedule” accurately reflects the information set forth in the Mortgage File. With respect to the items listed in clauses (2),\n(3), (4) and (6) of the definition of “Mortgage File” if the original of such document is not in the Custodian’s possession\nbecause it has not been returned from the applicable recording office, then the Custodian’s certification prepared pursuant to this\nSection 2.02(b) should indicate the absence of such original. In addition, as it relates to the Outside Serviced Mortgage\nLoans (including, for the avoidance of doubt, each Outside Serviced Mortgage Loan with respect to which the Custodian is also the applicable\nOutside Custodian under the applicable Outside Servicing Agreement), with respect to the items listed in clauses (1), (2), (3), (4),\n(5), (6), (7), (15) and (20) of the definition of “Mortgage File”, the Custodian’s certification prepared pursuant to\nthis Section 2.02(b) should indicate the absence of such document: (i) in the case of the item listed in clause (1) of\nthe definition of “Mortgage File”, unless the Custodian is in possession of the original of such document; and (ii) in the\ncase of the items listed in clauses (2), (3), (4), (5), (6), (7), (15) and (20) of the definition of “Mortgage File”,\nunless the Custodian is in possession of a copy of such document. If the Custodian’s obligation to deliver the certifications contemplated\nin this subsection terminates because two years have elapsed since the Closing Date, the Certificate Administrator shall deliver (or cause\nany other Custodian appointed by it to deliver) a comparable certification to any party hereto, the Serviced Companion Loan Holder and\nany Underwriter and any Initial Purchaser on request.\n\n(c)               \nIt is acknowledged that none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian\nis under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating\nto the Trust Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or\nappropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, none of the Trustee,\nthe Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian shall have any responsibility for determining\nwhether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is\nin accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction.\n\n - 175 - \n\n \n\n(d)              \nThe parties hereto hereby agree that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming\nthat the documents specified in clauses (1), (2), (3), (4) (other than with respect to an Outside Serviced Mortgage Loan), (5), (6)\n(*provided* that the Custodian has been notified of any related modification), (7), (15) and (20) (for each Mortgage Loan that is\npart of a Whole Loan and any Trust Subordinate Companion Loan) of the definition of “Mortgage File” have been received, appear\nregular on their face and such additional information as will be necessary for delivering the certifications required by Sections 2.02(a)\nand 2.02(b) of this Agreement, and such review is in no way intended to, nor shall it be used to, verify the content of any collateral\ndescriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering document. Any review\nof the Mortgage Files by the Custodian and any certification with respect thereto is not intended to, and shall not be deemed by the parties\nto this Agreement to, constitute “due diligence services” or a “third party due diligence report” as such terms\nare defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Custodian’s certification\nor a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such\ncertification with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.02(d)\nshall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance\nwith the terms of this Agreement.\n\n(e)               \nIf, after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage\nFile or Servicing File for any Trust Loan, the Depositor shall promptly deliver such document to the Custodian with a copy to the Master\nServicer (if it constitutes part of the Servicing File).\n\nSection 2.03                \nMortgage Loan Sellers’ Repurchase, Substitution or Cures of Trust Loans for Document Defects in Mortgage Files and Breaches\nof Representations and Warranties.\n\n(a)               \nIf (i) any party hereto (other than the Asset Representations Reviewer) (A) discovers or receives notice alleging that\nany document required to be included in a Mortgage File by the related Mortgage Loan Seller has not been properly executed, is missing,\ncontains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule,\nor does not appear to be regular on its face (each, a “Document Defect”) or (B) discovers or receives notice alleging\na breach of any representation or warranty of the applicable Mortgage Loan Seller made pursuant to Section 6(c) of the related Mortgage\nLoan Purchase Agreement with respect to any Trust Loan (a “Breach”) or (ii) the Special Servicer or (in the event\nthe Special Servicer is not also copied on such Repurchase Request) the Depositor receives a Repurchase Request, then such Person shall\ngive prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative (prior to the occurrence\nand continuance of a Consultation Termination Event), the other parties hereto, any related Serviced Companion Loan Holder (if applicable)\nand, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the\nRule 17g-5 Information Provider (to the extent notice has not previously been delivered to such Persons pursuant to this sentence).\nIf any such Document Defect or Breach\n\n - 176 - \n\n \n\nmaterially and adversely affects, or\nany such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely affect,\nthe value of the related Trust Loan, the value of the related Mortgaged Property (or any related REO Property) or the interests of the\nTrustee or any Trust Certificateholder or Uncertificated Interest Owner in the related Trust Loan or the related Mortgaged Property (or\nany related REO Property) or causes any Trust Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.03(b),\nconstitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”, as\nthe case may be. The Enforcing Servicer shall determine, with respect to any affected Trust Loan (including any successor REO Trust Loan\nwith respect thereto) or Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto), whether a\nDocument Defect is a Material Document Defect or a Breach is a Material Breach. If such Document Defect or Breach has been determined\nto be a Material Defect, then the Enforcing Servicer shall give prompt written notice to the other parties hereto, the Controlling Class\nRepresentative (prior to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage Loan Seller\n(a) notifying such parties of the existence of such Material Defect and (b) demanding that the applicable Mortgage Loan Seller, not later\nthan 90 days from the earlier of the applicable Mortgage Loan Seller’s (x) discovery of, and (y) receipt of notice of, and\nreceipt of a demand to take action with respect to, such Material Defect (or, in the case of a Material Defect relating to a Trust Loan\nnot being a Qualified Mortgage, not later than 90 days from any party discovering such Material Defect), cure the same in all material\nrespects (which cure shall include payment of losses and any Additional Trust Fund Expenses associated therewith (including, if applicable,\nthe amount of any fees of the Asset Representations Reviewer payable pursuant to the related Mortgage Loan Purchase Agreement attributable\nto the Asset Review of such Mortgage Loan)) or, if such Material Defect cannot be cured within such 90 day period, either (before\nthe end of such 90-day period) (i) repurchase the affected Trust Loan or any related REO Property (or the Trust’s interest\ntherein with respect to any Outside Serviced Mortgage Loan) at the applicable Purchase Price by wire transfer of immediately available\nfunds to the Collection Account or (ii) solely in the case of an affected Mortgage Loan, substitute a Qualified Substitute Mortgage Loan\nfor such affected Mortgage Loan (*provided* that in no event shall any such substitution occur on or after the second anniversary\nof the Closing Date and in no event shall any substitution be effected with respect to a Trust Subordinate Companion Loan) and pay the\nMaster Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith, all in conformity\nwith the applicable Mortgage Loan Purchase Agreement and this Agreement; *provided*, *however*, that a Mortgage Loan Seller\nmay not repurchase a Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan that it contributed (so long as there\nis a Material Defect with respect to such related Mortgage Loan); *provided*, *further*, that if (i) such Material Defect\nis capable of being cured but not within such 90 day period, (ii) such Material Defect is not related to any Trust Loan not\nbeing a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure\nof such Material Defect within such 90 day period, then such Mortgage Loan Seller shall have an additional 90 days to complete\nsuch cure or, in the event of a failure to so cure, to complete such repurchase or substitution (it being understood and agreed that,\nin connection with such Mortgage Loan Seller’s receiving such additional 90 day period,\n\n - 177 - \n\n \n\nsuch Mortgage Loan Seller shall deliver\nan Officer’s Certificate to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator setting forth\nthe reasons such Material Defect is not capable of being cured within the initial 90 day period and what actions such Mortgage Loan\nSeller is pursuing in connection with the cure thereof and stating that such Mortgage Loan Seller anticipates that such Material Defect\nwill be cured within such additional 90 day period); and *provided*, *further*, that, if any such Material Defect is still\nnot cured after the initial 90 day period and any such additional 90 day period solely due to the failure of such Mortgage Loan\nSeller to have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase\nand/or substitution obligations in respect of such Material Defect so long as such Mortgage Loan Seller certifies to the Trustee, the\nMaster Servicer, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Material Defect is still\nin effect solely because of its failure to have received the recorded document and that such Mortgage Loan Seller is diligently pursuing\nthe cure of such defect (specifying the actions being taken), except that no such deferral of cure, repurchase or substitution may continue\nbeyond the date that is 18 months following the Closing Date. If the affected Trust Loan is to be repurchased, the Master Servicer shall\ndesignate the Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. If the affected Mortgage\nLoan is to be substituted for, the Master Servicer shall designate the Collection Account as the account to which funds in the amount\nof the Substitution Shortfall Amount are to be wired. Any such repurchase or substitution of a Trust Loan shall be on a whole loan, servicing\nreleased basis. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the\nmonth of substitution, and Monthly Payments due with respect to each Trust Loan being repurchased or replaced after the related Cut-off\nDate and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase\nor substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any)\non or prior to the related Due Date in the month of substitution, and Monthly Payments due with respect to each Trust Loan being repurchased\nor replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or\nsubstitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting\nthe related repurchase or substitution promptly following receipt. From and after the date of substitution, each Qualified Substitute\nMortgage Loan, if any, that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes.\nNo mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage\nLoan to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure\n(including by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Defect, the affected\nMortgage Loan will be required to be repurchased.\n\nNotwithstanding the foregoing\nprovisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations with respect to\nany Material Defect as set forth in the preceding paragraph, to the extent that such Mortgage Loan Seller and the Enforcing Servicer (subject\nto the consent of the applicable Directing Holder) are able to agree upon a cash payment payable by such Mortgage Loan Seller to the Trust\nthat would be deemed sufficient to\n\n - 178 - \n\n \n\ncompensate the Trust for such Material Defect\n(a “Loss of Value Payment”), such Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value\nPayment to the Trust, and the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied\nin accordance with Section 3.06(c) of this Agreement; *provided* that a Material Defect as a result of a Trust Loan not\nconstituting a Qualified Mortgage may not be cured by a Loss of Value Payment. In connection with the Enforcing Servicer’s reaching\nan agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Enforcing Servicer’s\nrequest, promptly provide the Enforcing Servicer with a copy of the Servicing File for such Trust Loan and any other information relating\nto such Trust Loan and reasonably requested by the Enforcing Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller\nas to any Loss of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the applicable Directing\nHolder. The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such\nLoss of Value Payment and, in the case of a Mortgage Loan, the portion of fees of the Asset Representations Reviewer attributable to any\nAsset Review of such Mortgage Loan (provided, however, that if the Loss of Value Payment relates to a Co-sponsored Mortgage\nLoan, the portion of fees of the Asset Representations Reviewer attributable to any Asset Review of such Co-sponsored Mortgage Loan shall\nbe subject to adjustment as set forth in Section 11.02(b) of this Agreement). Upon its making a Loss of Value Payment, the applicable\nMortgage Loan Seller shall be deemed to have cured the subject Material Defect in all respects. Provided that such Loss of Value Payment\nis made, this paragraph describes the sole remedy available to the Trust Certificateholders, the Uncertificated Interest Owners or the\nTrust regarding any such Material Defect in respect of which such Loss of Value Payment is accepted, and the related Mortgage Loan Seller\nshall not be obligated to repurchase or replace the affected Trust Loan or otherwise cure such Material Defect. This paragraph is intended\nto apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer, *provided*\nthat, prior to any such agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller or the Enforcing Servicer,\nas applicable, from exercising any of its rights related to a Material Defect in the manner and within the time frames set forth in the\nrelated Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase\nor substitute for the affected Trust Loan).\n\nIn the case of a Material\nDefect with respect to any Co-sponsored Mortgage Loan or Co-sponsored Trust Subordinate Companion Loan, each related Applicable Co-sponsor\nshall be responsible for any remedies under this Agreement and such Applicable Co-sponsor’s Mortgage Loan Purchase Agreement solely\nin respect of the portion of such Co-sponsored Mortgage Loan or Co-sponsored Trust Subordinate Companion Loan, as applicable, evidenced\nby the related Note(s) sold by such Applicable Co-sponsor under its Mortgage Loan Purchase Agreement as if such promissory note(s) were\na separate Mortgage Loan or Trust Subordinate Companion Loan, as applicable.\n\nIf (x) a Mortgage Loan is\nto be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y) such Defective Mortgage Loan is\npart of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Defect as to\nthe other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other Crossed Loans”) (without\nregard to this paragraph), then the applicable Document Defect or Breach (as the case may be) shall be deemed to constitute a Material\nDefect as to each such Other\n\n - 179 - \n\n \n\nCrossed Loan for purposes of the above provisions,\nand the related Mortgage Loan Seller shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions\nabove unless, in the case of such Breach or Document Defect, as applicable:\n\n(A)            \nthe related Mortgage Loan Seller (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and the\nSpecial Servicer an Opinion of Counsel to the effect that such Mortgage Loan Seller’s repurchase or replacement of only the Mortgage\nLoan(s) as to which a Material Defect has actually occurred without regard to the provisions of this paragraph (the “Affected\nLoan(s)”) and the operation of the remaining provisions of this Section 2.03(a) (i) will not cause any Trust\nREMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter\nJ of the Code for federal income tax purposes at any time that any Trust Certificate is outstanding and (ii) will not result in the imposition\nof a tax upon any Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined\nin Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code); and\n\n(B)             \neach of the following conditions would be satisfied if the related Mortgage Loan Seller were to repurchase or replace only the\nAffected Loans and not the Other Crossed Loans:\n\n(1)              \nthe debt service coverage ratio for such Other Crossed Loan(s) (excluding the Affected Loan(s)) for the four calendar quarters\nimmediately preceding the repurchase or replacement is not less than the lesser of (A) 0.10x below the debt service coverage ratio for\nthe Cross-Collateralized Group (including the Affected Loan(s)) set forth in Annex A to the Prospectus and (B) the debt service\ncoverage ratio for the Cross-Collateralized Group (including the Affected Loan(s)) for the four preceding calendar quarters preceding\nthe repurchase or replacement;\n\n(2)              \nthe loan-to-value ratio for the Other Crossed Loans (excluding the Affected Loan(s)) is not greater than the greatest of\n(A) the loan-to-value ratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized\nGroup (including the Affected Loan(s)) set forth in Annex A to the Prospectus *plus* 10%, (B) the loan-to-value\nratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected\nLoan(s)) at the time of repurchase or replacement and (C) 75%; and\n\n(3)              \neither (x) the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group\nwill not impair the ability to exercise\n\n - 180 - \n\n \n\nremedies against the Primary Collateral\nof the other Mortgage Loans in the Cross-Collateralized Group or (y) the Loan Documents evidencing and securing the relevant\nMortgage Loans have been modified in a manner that complies with the related Mortgage Loan Purchase Agreement and this Agreement and that\nremoves any threat of impairment of the ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the\nCross-Collateralized Group as a result of the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized\nGroup.\n\nThe determination of the\nEnforcing Servicer as to whether the conditions set forth above have been satisfied shall be conclusive and binding in the absence of\nmanifest error on the Trust Certificateholders, the Uncertificated Interest Owners, the other parties to this Agreement and the related\nMortgage Loan Seller. The Enforcing Servicer will be entitled to cause to be delivered, or direct the related Mortgage Loan Seller to\ncause to be delivered, to the Enforcing Servicer an Appraisal of any or all of the related Mortgaged Properties for purposes of determining\nwhether the condition set forth in clause (B)(2) above has been satisfied, in each case at the expense of the related Mortgage Loan\nSeller if the scope and cost of the Appraisal is approved by the related Mortgage Loan Seller and, so long as a Consultation Termination\nEvent has not occurred and is not continuing, by the Controlling Class Representative (such approval not to be unreasonably withheld in\neach case).\n\nWith respect to any Defective\nMortgage Loan that forms a part of a Cross-Collateralized Group and as to which the conditions described in the second preceding paragraph\nare satisfied, such that the Trust Fund will continue to hold the Other Crossed Loans, the related Mortgage Loan Seller and the Trustee,\nas successor to the Depositor, are bound by an agreement (set forth in the related Mortgage Loan Purchase Agreement) to forbear from enforcing\nany remedies against the other’s Primary Collateral but each is permitted to exercise remedies against the Primary Collateral securing\nits respective Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Affected Loan(s) still held\nby the Trust Fund. If the exercise of remedies by one such party would impair the ability of the other such party to exercise its remedies\nwith respect to the Primary Collateral securing the Affected Loan or the Other Crossed Loans, as the case may be, held by the other such\nparty, then both parties have agreed to forbear from exercising such remedies unless and until the Loan Documents evidencing and securing\nthe relevant Mortgage Loans can be modified in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the\nthreat of impairment as a result of the exercise of remedies. Any reserve or other cash collateral or letters of credit securing any of\nthe Mortgage Loans that form a Cross-Collateralized Group shall be allocated between such Mortgage Loans in accordance with the related\nLoan Documents, or otherwise on a *pro rata* basis based upon their outstanding Stated Principal Balances. All other terms of the\nrelated Mortgage Loans shall remain in full force and effect, without any modification thereof. The provisions of this paragraph shall\nbe binding on all future holders of each Mortgage Loan that forms part of a Cross-Collateralized Group.\n\nPursuant to each Mortgage\nLoan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties securing a Trust Loan, the related\nMortgage\n\n - 181 - \n\n \n\n \n\nLoan Seller shall not be obligated to repurchase\nthe affected Trust Loan (or, in the case of any Co-sponsored Mortgage Loan or Co-sponsored Trust Subordinate Companion Loan, with respect\nto each related Applicable Co-sponsor, the applicable portion of such Co-sponsored Mortgage Loan or Co-sponsored Trust Subordinate Companion\nLoan, as applicable, sold by such Applicable Co-sponsor under its Mortgage Loan Purchase Agreement) if (i) the affected Mortgaged Property(ies)\nmay be released pursuant to the terms of any partial release provisions in the related Loan Documents (and such Mortgaged Property(ies)\nis, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the related Loan Documents\nand the related Mortgage Loan Seller provides an opinion of counsel to the effect that such release would not (A) cause any Trust REMIC\nto fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust or (B) result in the imposition of a tax\nupon any Trust REMIC or the Trust and (iii) each Rating Agency has provided a Rating Agency Confirmation.\n\nTo the extent necessary and\nappropriate, the Master Servicer or Special Servicer, as applicable, shall execute (pursuant to a limited power of attorney provided by\nthe Trustee that enables the Master Servicer or Special Servicer, as applicable, to execute) the modification of the Loan Documents that\ncomplies with the applicable Mortgage Loan Purchase Agreement to remove the threat of impairment of the ability of the Mortgage Loan Seller\nor the Trust Fund to exercise its remedies with respect to the Primary Collateral securing the Mortgage Loan(s) held by such party resulting\nfrom the exercise of remedies by the other such party; *provided* that the Trustee shall not be liable for any misuse of any such\npower of attorney by the Master Servicer or Special Servicer, as applicable, or any of its agents or subcontractors. The Master Servicer\nshall advance all costs and expenses incurred by the Trustee, the Special Servicer and the Master Servicer with respect to any Cross-Collateralized\nGroup pursuant to this paragraph and the first, second and third preceding paragraphs, and such advances and interest thereon shall (i) constitute\nand be reimbursable as Property Advances and (ii) be included in the calculation of Purchase Price for the Affected Loan(s) to be repurchased\nor replaced. Neither the Master Servicer nor the Special Servicer shall be liable to any Trust Certificateholder, any Uncertificated Interest\nOwner or any other party hereto if a modification of the Loan Documents described above cannot be effected for any reason beyond the control\nof the Master Servicer or the Special Servicer or should not be effected as determined by the Master Servicer or Special Servicer, as\napplicable, in accordance with the Servicing Standard.\n\nIf the Master Servicer, the\nSpecial Servicer or (in the event the Master Servicer or the Special Servicer are not also copied on such Repurchase Communication) the\nDepositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice has been previously received or\ngiven and which withdrawal is by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”), such\nparty shall give written notice of such Repurchase Request Withdrawal to the applicable Mortgage Loan Seller, the other parties hereto,\nthe Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), any Serviced Companion\nLoan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13\nof this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered to such Persons\npursuant to this sentence). If the Master Servicer or the Special Servicer receives a Repurchase Communication that any Trust Loan that\nwas subject of a Repurchase Request has been repurchased or replaced (a “Repurchase”), or that such Repurchase Request\nhas been rejected (a “Repurchase Request Rejection”), then the Master Servicer or the Special\n\n - 182 - \n\n \n\nServicer, as applicable, shall (in accordance\nwith the following paragraph) give written notice of such Repurchase or Repurchase Request Rejection to the other such party, the Depositor,\nthe applicable Mortgage Loan Seller (unless it is the entity that has repurchased or replaced the subject Trust Loan or rejected such\nRepurchase Request), and the Certificate Administrator (in each case unless the proposed recipient is the party that notified the Master\nServicer or the Special Servicer, as applicable, thereof).\n\nEach notice of a Repurchase\nRequest, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be given by a party pursuant to this Section 2.03(a)\n(each, a “Rule 15Ga-1 Notice”) shall be given no later than ten (10) Business Days after receipt of a\nRepurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable,\nand shall include (i) the identity of the related Trust Loan and the Person making the Repurchase Request, (ii) the date that\nthe Repurchase Communication regarding the Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection\nwas received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) in\nthe case of Rule 15Ga-1 Notices provided by the Special Servicer with respect to a Repurchase Request, a statement as to whether\nthe Special Servicer currently plans to pursue such Repurchase Request.\n\nIf the Trustee, the Master\nServicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives a Repurchase\nCommunication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection, then such party\nshall promptly forward such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase\nRequest Rejection to the Special Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling\nClass Representative, and include the following statement in the related correspondence: “This is a Repurchase Communication regarding\n[a “Repurchase Request”] [a “Repurchase Request Withdrawal”] [a “Repurchase”] [a “Repurchase\nRequest Rejection”] under Section 2.03(a) of the Pooling and Servicing Agreement relating to the Benchmark 2026-V22 Mortgage\nTrust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, requiring action by you as the recipient of such [Repurchase\nRequest] [Repurchase Request Withdrawal] [Repurchase] [Repurchase Request Rejection] thereunder”. Upon receipt of any Repurchase\nCommunication of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection by the Special Servicer\npursuant to the foregoing provisions of this paragraph, the Special Servicer shall be deemed to be the recipient of such Repurchase Communication\nof such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, and the Special Servicer shall\ncomply with the notice procedures set forth in the preceding paragraphs of this Section 2.03(a) with respect to such Repurchase\nCommunication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection.\n\nNo Person that is required\nto provide a Rule 15Ga-1 Notice pursuant to this Section 2.03(a) (a “Rule 15Ga-1 Notice Provider”)\nshall be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney\nwork product doctrines. Each Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice provided pursuant\nto this Section 2.03(a) is so provided only to assist the related Mortgage Loan Seller, the\n\n - 183 - \n\n \n\nDepositor and their respective Affiliates to\ncomply with Rule 15Ga-1, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no\naction taken by, or inaction of, a Rule 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.03(a)\nby a Rule 15Ga-1 Notice Provider in a Rule 15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise\nof any legal right the Rule 15Ga-1 Notice Provider may have with respect to the related Mortgage Loan Purchase Agreement, including\nwith respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice.\n\nOn or before the Closing\nDate, the Depositor shall deliver to the Master Servicer a copy of each Mortgage Loan Purchase Agreement, which the Master Servicer shall\nprovide to each Sub-Servicer.\n\n(b)              \nSubject to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject\nto Section 2.01(b) and Section 2.01(c) of this Agreement, failure of such Mortgage Loan Seller to deliver the\ndocuments referred to in clauses (1), (2), (7), (8) and (18) in the definition of “Mortgage File” in accordance with\nthis Agreement and the applicable Mortgage Loan Purchase Agreement for any Trust Loan shall be deemed a Material Document Defect; *provided*,\n*however*, that no Document Defect (except a deemed Material Document Defect described above) shall be considered to be a Material\nDocument Defect unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement\nof the lender’s rights or remedies under the related Trust Loan, defending any claim asserted by any Mortgagor or third party with\nrespect to the related Trust Loan, establishing the validity or priority of any lien on any collateral securing the related Trust Loan\nor for any immediate significant servicing obligation.\n\nNotwithstanding any provision\nof this Agreement, if a Trust Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated\nby a Mortgagor), healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated\nby a Mortgagor), then the failure to deliver copies of the UCC financing statements with respect to such Trust Loan shall not be a Material\nDefect.\n\n(c)               \nIn connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan or repurchase\nof a Trust Subordinate Companion Loan pursuant to this Section 2.03, the Trustee, the Certificate Administrator, the Custodian,\nthe Master Servicer and the Special Servicer shall each tender to the applicable repurchasing entity, upon delivery to each of them of\na receipt executed by the applicable repurchasing entity evidencing such repurchase or substitution, all portions of the Mortgage File\nand other documents (including, without limitation, the Servicing File), and all Escrow Payments and reserve funds, pertaining to such\nTrust Loan possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent\nnecessary or appropriate to the applicable Mortgage Loan Seller or its designee in the same manner, but only if the respective documents\nhave been previously assigned or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the\nmanner and forms pursuant to which such documents were previously assigned to the Trustee or as otherwise reasonably requested to effect\nthe retransfer and reconveyance of such Trust Loan and the security thereof to the Mortgage\n\n - 184 - \n\n \n\nLoan Seller or its designee; *provided*\nthat such tender by the Trustee, the Certificate Administrator and/or and the Custodian shall be conditioned upon its receipt from the\nMaster Servicer of a Request for Release and an Officer’s Certificate to the effect that the requirements for repurchase or substitution\nhave been satisfied. The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver\nin its own name, on behalf of the Trust Certificateholders, the Uncertificated Interest Owners and the Trustee or any of them, the endorsements\nand assignments contemplated by this Section 2.03(c), and such other instruments as may be necessary or appropriate to transfer\ntitle to an REO Property (including with respect to an Outside Serviced Mortgage Loan) in connection with the repurchase of, or substitution\nfor, an REO Trust Loan and the Trustee shall execute and deliver any powers of attorney necessary to permit the Master Servicer to do\nso; *provided*, *however*, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master\nServicer or any of its agents or subcontractors. The parties to this Agreement acknowledge that the related Mortgage Loan Purchase Agreement\nprovides that in the event a Qualified Substitute Mortgage Loan is substituted for a Defective Mortgage Loan by the related Mortgage Loan\nSeller as contemplated by this Section 2.03, the related Mortgage Loan Seller will be required to deliver to the Custodian\nthe related Mortgage File and to the Master Servicer all Escrow Payments and reserve funds pertaining to such Qualified Substitute Mortgage\nLoan possessed by it and a certification to the effect that such Qualified Substitute Mortgage Loan satisfies all of the requirements\nof the definition of “Qualified Substitute Mortgage Loan” in this Agreement.\n\nThe parties to this Agreement\nacknowledge that the related Mortgage Loan Purchase Agreement provides that if any Mortgage Loan is to be repurchased or replaced as contemplated\nby this Section 2.03, the related Mortgage Loan Seller will be required to amend the Mortgage Loan Schedule (as such term\nis defined in the related Mortgage Loan Purchase Agreement) to reflect the removal of any deleted Mortgage Loan and, if applicable, the\nsubstitution of the related Qualified Substitute Mortgage Loan(s) and deliver or cause the delivery of such amended Mortgage Loan Schedule\n(as such term is defined in the related Mortgage Loan Purchase Agreement) to the parties to this Agreement. Upon any substitution of a\nQualified Substitute Mortgage Loan for a deleted Mortgage Loan, such Qualified Substitute Mortgage Loan shall become part of the Trust\nFund and be subject to the terms of this Agreement in all respects.\n\n(d)              \nThe related Mortgage Loan Purchase Agreement provides the sole remedies available to the Trust Certificateholders, the Uncertificated\nInterest Owners or the Trustee on their behalf, respecting any Document Defect or Breach with respect to any Trust Loan.\n\n(e)               \nThe parties to this Agreement acknowledge, with respect to each Outside Serviced Mortgage Loan, that the related Mortgage Loan\nPurchase Agreement provides that if a “material document defect” (as such term or any analogous term is defined in the related\nOutside Servicing Agreement) exists under the related Outside Servicing Agreement with respect to the related Pari Passu Companion Loan\nthat is included in the Outside Securitization Trust established under the related Outside Servicing Agreement, and such Pari Passu Companion\nLoan is repurchased by or on behalf of the related Mortgage Loan Seller (or other responsible repurchasing entity) from such Outside Securitization\nTrust as a result of such “material document defect” (as such term or any analogous term is defined in such Outside Servicing\nAgreement), then the related Mortgage\n\n - 185 - \n\n \n\nLoan Seller will be required to repurchase\nsuch Outside Serviced Mortgage Loan; *provided*, *however*, that such repurchase obligation does not apply to any “material\ndocument defect” (as such term or any analogous term is defined in the related Outside Servicing Agreement) related solely to the\npromissory note for the subject Pari Passu Companion Loan.\n\n(f)               \n(i)                                  In the event a Certificateholder (in the case of a Mortgage Loan) or a Loan-Specific Certificateholder (in the case of a\nTrust Subordinate Companion Loan) delivers a written request to a party to this Agreement that a Trust Loan be repurchased by the applicable\nMortgage Loan Seller alleging the existence of a Material Defect with respect to such Trust Loan and setting forth the basis for such\nallegation (a “Certificateholder Repurchase Request”), such party shall promptly forward that Certificateholder Repurchase\nRequest to the Enforcing Servicer, and the Enforcing Servicer shall promptly forward that Certificateholder Repurchase Request to the\napplicable Mortgage Loan Seller and each other party to this Agreement.\n\n(ii)                               In the event\nthat any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor\n(solely in its capacity as operating advisor) determines that a Trust Loan should be repurchased or replaced due to a Material Defect\n(without implying any duty of such Person to make, or attempt to make, such determination), or has knowledge of a Material Defect with\nrespect to a Trust Loan, then such party shall deliver prompt written notice of such Material Defect to the Enforcing Servicer identifying\nthe applicable Trust Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request”). Notwithstanding\nanything to the contrary in the first sentence of this clause (ii) or any other provision of this Agreement, the Trustee may,\nbut is not obligated to, make a determination that a Trust Loan should be repurchased or, except in the case of a Trust Subordinate Companion\nLoan, be replaced due to a Material Defect. The Enforcing Servicer shall promptly forward such PSA Party Repurchase Request to the applicable\nMortgage Loan Seller and each other party to this Agreement. Subject to subsections (g), (h), (i), (j) and\n(k) of this Section 2.03, the Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the\nTrust against the related Mortgage Loan Seller with respect to each Repurchase Request. The Enforcing Servicer shall enforce the obligations\nof the Mortgage Loan Sellers under the Mortgage Loan Purchase Agreements (including, without limitation, obligations resulting from a\nMaterial Defect) pursuant to the terms of this Agreement and the Mortgage Loan Purchase Agreements. Subject to the provisions of the\napplicable Mortgage Loan Purchase Agreement and this Agreement, such enforcement, including, without limitation, the legal prosecution\nof claims, if any, shall be carried out in such form, to such extent and at such time as the Enforcing Servicer would require were it,\nin its individual capacity, the owner of the affected Trust Loan, and in accordance with the Servicing Standard. The Trustee, the Master\nServicer and the Special Servicer, as the case may be, shall be reimbursed for the reasonable costs of such enforcement: first,\npursuant to Section 3.06 of this Agreement (with respect to the related Mortgage Loan), out of the related Purchase Price, Substitution\nShortfall Amount or Loss of Value Payment, as applicable, to the extent that such expenses\n\n - 186 - \n\n \n\nare a specific component thereof; and second,\nif at the conclusion of such enforcement action it is determined that the amounts described in clause first are insufficient, then pursuant\nto Section 3.06 of this Agreement, out of general collections on the Mortgage Loans on deposit in the Collection Account in each\ncase with interest thereon at the Advance Rate from the time such expense was incurred to, but excluding, the date such expense was reimbursed.\nAny costs incurred by the Enforcing Servicer with respect to the enforcement of the obligations of a Mortgage Loan Seller under the applicable\nMortgage Loan Purchase Agreement shall be deemed to be Property Advances, to the extent not recovered from the Mortgage Loan Seller or\nthe applicable Requesting Certificateholder and/or Consultation Requesting Certificateholder.\n\n(iii)                            In the event\na Repurchase Request with respect to a Mortgage Loan is not Resolved within 180 days after the Mortgage Loan Seller receives the\nRepurchase Request (a “Resolution Failure”), then the provisions described in Section 2.03(g) below\nshall apply with respect to such Mortgage Loan (but shall not apply to any Trust Subordinate Companion Loan)*.*Receipt of the Repurchase\nRequest shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage Loan Seller\nin a commercially reasonable manner. The fact that a Repurchase Request has been Resolved pursuant to clause (vi) of the definition\nof “Resolved” shall not preclude the Enforcing Servicer from exercising any of its rights related to a Material Defect in\nthe manner and timing otherwise set forth in this Agreement, in the related Mortgage Loan Purchase Agreement or as provided by law. The\nprovisions of subsections (g), (h) and (i) of this Section 2.03 apply solely to Repurchase Requests with respect to a Mortgage\nLoan (but not with respect to any Trust Subordinate Companion Loan), and any Certificateholder or Certificate Owner rights under such\nsubsections may only be exercised by a Holder or Beneficial Owner of a Certificate.\n\n(g)              \n(i)                                 After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase\nRequest was initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall send a\nnotice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to the address specified\nin the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator who shall make such notice\navailable to all other Certificateholders and Certificate Owners and the Uncertificated VRR Interest Owner by posting such notice on the\nCertificate Administrator’s Website indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase\nRequest. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve\npursuing further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request, or (b) the\nEnforcing Servicer’s intended course of action is to pursue further action to exercise rights against the related Mortgage Loan\nSeller with respect to the Repurchase Request but a Requesting Certificateholder does not agree with the course of action selected by\nthe Enforcing Servicer and, in the case of clause (a) or (b), a Requesting Certificateholder wishes to exercise its right to refer\nthe matter to mediation (including non-binding arbitration) or arbitration, if any, then a Requesting Certificateholder may\n\n - 187 - \n\n \n\ndeliver to the Enforcing Servicer a written\nnotice (a “Preliminary Dispute Resolution Election Notice”) within 30 days from the date the Proposed Course of\nAction Notice was posted on the Certificate Administrator’s Website (the 30th day following the date of posting, the “Dispute\nResolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation (including\nnon-binding arbitration) or arbitration. In addition, any Certificateholder or Certificate Owner may deliver, prior to the Dispute\nResolution Cut-off Date, a written notice (a “Consultation Election Notice”) requesting the right to participate\nin any Dispute Resolution Consultation (as defined in clause (iii) below) that is conducted by the Enforcing Servicer following the\nEnforcing Servicer’s receipt of a Preliminary Dispute Resolution Election Notice as provided in clause (iii) below.\n\n(ii)                               If no Requesting\nCertificateholder delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, then no\nCertificateholder, Certificate Owner or Uncertificated VRR Interest Owner shall have the right to refer the Repurchase Request to mediation\nor arbitration, and the Enforcing Servicer shall be the sole party obligated and entitled to determine a course of action, including,\nbut not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or consultation\nrights of the Controlling Class Representative if and for as long as it is the applicable Directing Holder or applicable Consulting Party.\n\n(iii)                            Promptly and\nin any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from a Requesting Certificateholder,\nthe Enforcing Servicer shall consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention\nto elect either mediation (including non-binding arbitration) or arbitration as the dispute resolution method with respect to the\nRepurchase Request, and with any Consultation Requesting Certificateholder (the “Dispute Resolution Consultation”)\nso that each such Dispute Resolution Requesting Holder may consider the views of the Enforcing Servicer as to the claims underlying the\nRepurchase Request and possible dispute resolution methods, such discussions to occur and be completed no later than ten (10) Business\nDays following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing\nServicer deems to be in accordance with the Servicing Standard relating to the timing and extent of such consultations. No later than\nfive (5) Business Days after completion of the Dispute Resolution Consultation, a Dispute Resolution Requesting Holder may provide a\nfinal notice to the Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation or arbitration\n(“Final Dispute Resolution Election Notice”).\n\n(iv)                           If, following\nthe Dispute Resolution Consultation, no Dispute Resolution Requesting Holder timely delivers a Final Dispute Resolution Election Notice\nto the Enforcing Servicer, then no Certificateholder, Certificate Owner or Uncertificated VRR Interest Owner shall have any further right\nto refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the sole party obligated and entitled\nto determine a course of action including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan\n\n - 188 - \n\n \n\nSeller, subject to any consent or consultation\nrights of the applicable Directing Holder.\n\n(v)                              If a Dispute Resolution\nRequesting Holder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such Dispute Resolution\nRequesting Holder shall become the Enforcing Party and must promptly submit the matter to mediation (including non-binding arbitration)\nor arbitration. If more than one Dispute Resolution Requesting Holder timely delivers a Final Dispute Resolution Election Notice, then\nsuch Dispute Resolution Requesting Holders shall collectively become the Enforcing Party, and the holder or holders of a majority of\nthe Voting Rights among such Dispute Resolution Requesting Holder shall be entitled to make all decisions relating to such mediation\nor arbitration (including whether to refer the matter to mediation (including non-binding arbitration) or arbitration). If, however,\nno Dispute Resolution Requesting Holder commences arbitration or mediation pursuant to the terms of this Agreement within thirty (30) days\nafter delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of any Dispute Resolution\nRequesting Holder to act as the Enforcing Party shall terminate and no Certificateholder, Certificate Owner or Uncertificated VRR Interest\nOwner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action\nNotice indicated that the Enforcing Servicer will take no further action with respect to the Repurchase Request, then the related Material\nDefect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase Agreement, *provided*,\n*however*, that such Material Defect will not be deemed waived with respect to the Enforcing Servicer to the extent there is a material\nchange from the facts and circumstances known to it at the time when the Proposed Course of Action Notice was delivered by the Enforcing\nServicer, and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under\nclause (ii), then the Enforcing Servicer shall be the sole party obligated and entitled to determine a course of action including,\nbut not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller.\n\n(vi)                           Notwithstanding\nthe foregoing, the dispute resolution provisions described above under this Section 2.03(g) shall not apply, and the Enforcing\nServicer shall be the sole party entitled to enforce the Trust’s rights against the related Mortgage Loan Seller, if the Enforcing\nServicer has commenced litigation with respect to the Repurchase Request, or determines in accordance with the Servicing Standard that\nit is in the best interest of Certificateholders and the Uncertificated VRR Interest Owner to commence litigation with respect to the\nRepurchase Request to avoid the running of any applicable statute of limitations.\n\n(vii)                        In the event\na Dispute Resolution Requesting Holder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain a party\nto any proceedings against the related Mortgage Loan Seller as further described herein.\n\n - 189 - \n\n \n\n(viii)                     For the avoidance\nof doubt, none of the Depositor, any Mortgage Loan Seller or any of their respective affiliates shall be entitled to be a Dispute Resolution\nRequesting Holder or otherwise vote Certificates owned by it or such Affiliate(s) with respect to a course of action proposed or undertaken\npursuant to the procedures described in this Section 2.03.\n\n(ix)                             The Dispute Resolution\nRequesting Holders are entitled to elect either mediation or arbitration with respect to a Repurchase Request in their sole discretion;\n*provided*, *however*, no Dispute Resolution Requesting Holder shall be entitled to then utilize the alternative method in\nthe event that the initial method is unsuccessful, and no other Certificateholder, Certificate Owner or Uncertificated VRR Interest Owner\nshall be entitled to elect either arbitration or mediation in the event a mediation or arbitration is undertaken with respect to such\nRepurchase Request.\n\n(h)              \nIf the Enforcing Party selects mediation (including non-binding arbitration), the following provisions shall apply:\n\n(i)                                  The mediation\nshall be administered by a nationally recognized mediation organization selected by the applicable Mortgage Loan Seller within 30 days\nof receipt of written notice of the Enforcing Party’s selection of mediation (such provider, the “Mediation Services Provider”)\nin accordance with published mediation procedures (the “Mediation Rules”) promulgated by the Mediation Services Provider.\n\n(ii)                               The mediator\nshall be impartial, an attorney admitted to practice in the State of New York and have at least fifteen (15) years of experience\nin commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters and\nwho will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a list of at least ten\npotential qualified mediators by the Mediation Services Provider each party will have the right to exercise two peremptory challenges\nwithin fourteen (14) days and to rank the remaining potential mediators in order of preference. The Mediation Services Provider\nshall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.\n\n(iii)                            Prior to accepting\nan appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of\ninterest or likely to preclude completion of the hearings within the prescribed time schedule.\n\n(iv)                           The parties shall\nuse commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business Days of the selection\nof the mediator and to conclude the mediation within 60 days thereafter.\n\n - 190 - \n\n \n\n(v)                              The expenses of\nany mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing Party and the Enforcing\nServicer, as mutually agreed by the parties as part of the mediation (any such expenses allocated to the Enforcing Servicer shall be\nreimbursed as provided in clause (vi) below).\n\n(vi)                           Out-of-pocket\ncosts and expenses of the Enforcing Servicer for mediation or arbitration, to the extent not agreed to be paid by the Enforcing Party\nor another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case of arbitration), shall\nbe reimbursable as expenses of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a) of this\nAgreement.\n\n(i)                \nIf the Enforcing Party selects third-party arbitration, the following provisions will apply:\n\n(i)                                  The arbitration\nshall be administered by a nationally recognized arbitration organization selected by the related Mortgage Loan Seller within 30 days\nof receipt of written notice of the Enforcing Party’s selection of third-party arbitration (such provider, the “Arbitration\nServices Provider”) in accordance with published arbitration procedures (the “Arbitration Rules”) promulgated\nby the Arbitration Services Provider.\n\n(ii)                               The arbitrator\nshall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial\nlitigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters and who will be\nappointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list of at least ten potential\narbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory challenges within 14 days\nand to rank the remaining potential arbitrators in order of preference. The Arbitration Services Provider will select the arbitrator\nfrom the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.\n\n(iii)                            Prior to accepting\nan appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of\ninterest or likely to preclude completion of the hearings within the prescribed time schedule.\n\n(iv)                           After consulting\nwith the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator shall devise\nprocedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding\nand completing the arbitration within 120 days. The arbitrator shall have the authority to schedule, hear, and determine any and\nall motions, including dispositive and discovery motions, in accordance with the Federal Rules of Civil Procedure for non-jury matters\n(the “Rules”) (including summary judgment and other prehearing and post\n\n - 191 - \n\n \n\nhearing motions), and will do so by reasoned\ndecision on the motion of any party to the arbitration.\n\n(v)                              Notwithstanding\nwhatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will\nbe presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith voluntarily\nproduce to all other parties all documents upon which they intend to rely and all documents they reasonably and in good faith believe\nto be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding Rule 30b-6\nwitnesses), and (C) expert witness depositions, *provided* that the arbitrator shall have the ability to grant the parties,\nor either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such additional discovery\nis reasonable and necessary.\n\n(vi)                           The arbitrator\nshall make its final determination no later than 30 days after the conclusion of the hearings and submission of any post-hearing\nsubmissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase Agreement and\nthis Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those agreements. The\narbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. Interest\non any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the Prime Rate. In its final\ndetermination, the arbitrator shall determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any\nrecord or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’ fees to the parties to\nthe arbitration as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator shall be by a reasoned\ndecision in writing and counterpart copies will be promptly delivered to the parties. The final determination of the arbitrator shall\nbe final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or state law, and\nmay be enforced in any court of competent jurisdiction.\n\n(vii)                        By selecting\narbitration, the Enforcing Party is waiving its right to sue in court, including the right to a trial by jury.\n\n(viii)                     No person may\nbring a putative or certified class action to arbitration.\n\n(j)                \nThe following provisions will apply to both mediation and third-party arbitration:\n\n(i)                                  Any mediation\nor arbitration will be held in New York, New York unless another location is agreed by all parties;\n\n - 192 - \n\n \n\n(ii)                               If the dispute\ninvolves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating to arbitration or\nthe arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then any party in such instance\nmay during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the final decision of the arbitration\npanel, solely by application in the Southern District of New York if such court shall have subject matter jurisdiction, or if the Southern\nDistrict of New York has no jurisdiction, then the Supreme Court of the State of New York for the County of New York. The arbitration\nproceedings shall not be stayed unless so ordered by the court.\n\n(iii)                            The details\nand/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under this Section 2.03,\nincluding all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to\ninformally resolve any Repurchase Request, will be confidential, privileged and inadmissible for any purpose, including impeachment,\nin any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 2.03). Such\ninformation will be kept strictly confidential and shall not be disclosed or shared with any third party (other than a party’s\nattorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure\nunder this Section 2.03), except as otherwise required by law, regulatory requirement or court order. If any party to a\nresolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body)\nfor such confidential information, the recipient shall promptly notify the other party to the resolution procedure and shall provide\nthe other party with a reasonable opportunity to object to the production of its confidential information.\n\n(iv)                           In the event\na Dispute Resolution Requesting Holder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may be, shall\nbe required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to any arbitration\nor mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party; *provided*\nthat the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding shall be determined\nby such Enforcing Servicer in consultation with the Controlling Class Representative (*provided* that no Consultation Termination\nEvent has occurred and is continuing and only if an Excluded Mortgage Loan is not involved), and in accordance with the Servicing Standard.\nAll amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the\nCollection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Dispute Resolution\nRequesting Holder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement\nreached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses\nallocated to the Dispute Resolution Requesting Holder.\n\n - 193 - \n\n \n\n(v)                              In the event a\nDispute Resolution Requesting Holder is the Enforcing Party, the Dispute Resolution Requesting Holder shall be required to pay any expenses\nallocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation\nproceedings.\n\n(vi)                           The Trust (or\nthe Enforcing Servicer or a trustee, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted to redact any\npersonally identifiable customer information included in any information provided for purposes of any mediation or arbitration. Each\nparty to the proceedings shall be required to agree to keep confidential the details related to the Repurchase Request and the dispute\nresolution identified in connection with such procedures; *provided*, *however*, that (1) the Certificateholders and\nCertificate Owners shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.07,\n(2) to the extent that the Enforcing Servicer is required under Section 2.03(a) to provide any Rule 15Ga-1\nNotice in connection with such Repurchase Request, the Enforcing Servicer shall be permitted to include in such Rule 15Ga-1\nNotice the information required pursuant to Section 2.03(a) and (3) the applicable Mortgage Loan Seller shall be\npermitted to disclose information related to the Repurchase Request to the extent necessary to comply with its obligations under Rule 15Ga-1\nor Item 1104 of Regulation AB.\n\n(vii)                        For the avoidance\nof doubt, in no event shall the exercise of any right of a Dispute Resolution Requesting Holder to refer a Repurchase Request to mediation\nor arbitration or to participate in such mediation or arbitration affect in any manner the ability of the Special Servicer to perform\nits obligations with respect to a Specially Serviced Loan (including without limitation, a liquidation, foreclosure, negotiation of a\nloan modification or workout, acceptance of a discounted pay off or deed-in-lieu, or bankruptcy or other litigation) or the exercise\nof any rights of the Controlling Class Representative if and for as long as it is the applicable Directing Holder.\n\n(viii)                     Any out-of-pocket\nexpenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration shall be reimbursable as expenses\nof the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a) of this Agreement.\n\nSection 2.04                \nRepresentations and Warranties of the Depositor.\n\n(a)               \nThe Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Trust Certificateholders,\nthe Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Master Servicer, the Special Servicer, the Operating\nAdvisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that:\n\n(i)                                  The Depositor\nis a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified\nas a foreign corporation in good standing in all jurisdictions in which the ownership or\n\n - 194 - \n\n \n\nlease of its property or the conduct of\nits business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation\nof any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize the execution,\ndelivery and performance of this Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all\nthe transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Trust Loans\nin accordance with this Agreement; the Depositor has duly authorized the execution, delivery and performance of this Agreement, and has\nduly executed and delivered this Agreement;\n\n(ii)                               Assuming the\ndue authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of\nthe Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance\nwith the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar\nlaws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such\nenforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder, by considerations\nof public policy;\n\n(iii)                            Neither the\nexecution and delivery by the Depositor of this Agreement nor the compliance by the Depositor with the provisions hereof, nor the consummation\nby the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute\na default under, the organizational documents of the Depositor or, after giving effect to the consents or taking of the actions contemplated\nby clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree\nor order binding on the Depositor or its properties, or any of the provisions of any indenture or agreement or other instrument to which\nthe Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any\nof its properties pursuant to the terms of any such indenture, agreement or other instrument or (B) require any consent of, notice\nto, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor, except where, in any\nof the instances contemplated by clause (A) above or this clause (B), the failure to do so will not have a material and\nadverse effect on the consummation of any transactions contemplated by this Agreement;\n\n(iv)                           There is no litigation,\ncharge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in\nany court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably expected to materially\nand adversely affect the validity of the Trust Loans or the ability of the Depositor to carry out the transactions contemplated by this\nAgreement;\n\n(v)                              The Depositor\nis not transferring the Trust Loans to the Trustee with any intent to hinder, delay or defraud its present or future creditors;\n\n - 195 - \n\n \n\n(vi)                           No proceedings\nlooking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated;\n\n(vii)                        Immediately\nprior to the transfer of the Trust Loans to the Trustee for the benefit of the Trust Certificateholders and the Uncertificated Interest\nOwners pursuant to this Agreement, the Depositor had such right, title and interest in and to each Trust Loan as was transferred to it\nby the related Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement;\n\n(viii)                     The Depositor\nhas not transferred any of its right, title and interest in and to the Trust Loans (as such was transferred to it by the Mortgage Loan\nSellers pursuant to the Mortgage Loan Purchase Agreements) to any Person other than the Trustee; and\n\n(ix)                             The Depositor\nis transferring all of its right, title and interest in and to the Trust Loans (as such was transferred to it by the Mortgage Loan Sellers\npursuant to the Mortgage Loan Purchase Agreements) to the Trustee for the benefit of the Trust Certificateholders and the Uncertificated\nInterest Owners free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through\nthe Depositor.\n\n(b)              \nThe representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.\nUpon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate\nAdministrator (or upon written notice thereof from any Trust Certificateholder, any Uncertificated Interest Owner or any Serviced Companion\nLoan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects\nthe interests of any party to this Agreement, the Trust Certificateholders, the Uncertificated Interest Owners or any Serviced Companion\nLoan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Whole Loan, the\nparty discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, each Uncertificated\nInterest Owner, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event,\nthe Controlling Class Representative.\n\nSection 2.05                \nRepresentations and Warranties of the Master Servicer.\n\n(a)               \nThe Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of\nthe Trust Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date,\nthat:\n\n(i)                                  The Master Servicer\nis a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Georgia, and the\nMaster Servicer is in compliance with the laws of each jurisdiction in which a\n\n - 196 - \n\n \n\nMortgaged Property is located to the extent\nnecessary to perform its obligations under this Agreement;\n\n(ii)                               The execution\nand delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master\nServicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice\nor lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument\nto which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely\naffect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master\nServicer;\n\n(iii)                            The Master Servicer\nhas the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement,\nhas duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;\n\n(iv)                           This Agreement,\nassuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation\nof the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable\nbankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement\nof creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such\nenforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions\nproviding or purporting to provide indemnification or contribution with respect to violations of securities laws;\n\n(v)                              The Master Servicer\nis not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement\ndo not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal,\nstate or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment,\nis likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the\nfinancial condition of the Master Servicer;\n\n(vi)                           No litigation\nis pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master\nServicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially\nand adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition\nof the Master Servicer;\n\n - 197 - \n\n \n\n(vii)                        Each officer\nor employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced\nCompanion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c)\nof this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements\nof Section 3.08(c) of this Agreement;\n\n(viii)                     No consent,\napproval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required\nfor the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals,\nauthorizations and orders that previously have been obtained and those filings and registrations that previously have been completed\nand except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer\nto enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s\nsubsequent performance of this Agreement; and\n\n(ix)                             To its actual\nknowledge, the Master Servicer is not a Risk Retention Affiliate of the Third Party Purchaser.\n\n(b)              \nThe representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.\nUpon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate\nAdministrator (or upon written notice thereof from any Trust Certificateholder, any Uncertificated Interest Owner or any Serviced Companion\nLoan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects\nthe interests of any party to this Agreement, the Trust Certificateholders, the Uncertificated Interest Owners or any Serviced Companion\nLoan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Whole Loan, the\nparty discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, each Uncertificated\nInterest Owner, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event,\nthe Controlling Class Representative.\n\nSection 2.06                \nRepresentations and Warranties of the Special Servicer.\n\n(a)               \nThe Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of\nthe Trust Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor,\nthe Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date,\nthat:\n\n(i)                                  The Special Servicer\nis a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Florida. The Special\nServicer is in compliance with the laws of each jurisdiction in which a\n\n - 198 - \n\n \n\nMortgaged Property is located to the extent\nnecessary to perform its obligations under this Agreement;\n\n(ii)                               The execution\nand delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this Agreement by\nthe Special Servicer will not, (A) violate the Special Servicer’s organizational documents or by-laws, as applicable,\nor (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result\nin the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its\nassets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform\nits obligations under this Agreement or the financial condition of the Special Servicer;\n\n(iii)                            The Special\nServicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this\nAgreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;\n\n(iv)                           This Agreement,\nassuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation\nof the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable\nbankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement\nof creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether\nsuch enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability\nof provisions providing or purporting to provide indemnification or contribution with respect to violation of securities laws;\n\n(v)                              The Special Servicer\nis not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of\nthis Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or\ndemand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith\nand reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations\nunder this Agreement or the financial condition of the Special Servicer;\n\n(vi)                           No litigation\nis pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the\nSpecial Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely\nto materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the\nfinancial condition of the Special Servicer;\n\n - 199 - \n\n \n\n(vii)                        Each officer\nor employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant\nto Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage\nLoans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c)\nof this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements\nof Section 3.08(c) of this Agreement; and\n\n(viii)                     No consent,\napproval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required\nfor the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals,\nauthorizations and orders that previously have been obtained and those filings and registrations that previously have been completed\nand except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special\nServicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s\nsubsequent performance of this Agreement.\n\n(b)              \nThe representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.\nUpon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate\nAdministrator (or upon written notice thereof from any Trust Certificateholder, any Uncertificated Interest Owner or any Serviced Companion\nLoan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects\nthe interests of any party to this Agreement, the Trust Certificateholders, the Uncertificated Interest Owners or any Serviced Companion\nLoan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Whole Loan, the\nparty discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, each Uncertificated\nInterest Owner, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event,\nthe Controlling Class Representative.\n\nSection 2.07                \nRepresentations and Warranties of the Trustee.\n\n(a)               \nThe Trustee hereby represents and warrants for the benefit of the Trust Certificateholders, the Uncertificated Interest Owners\nand the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset\nRepresentations Reviewer and the Certificate Administrator, as of the Closing Date, that:\n\n(i)                                  The Trustee is\na federal savings bank, duly organized, validly existing and in good standing under the laws of the United States of America; the Trustee\npossesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business\nand to execute, deliver and comply with its obligations under this Agreement;\n\n - 200 - \n\n \n\n(ii)                               The execution\nand delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not violate the\nTrustee’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which,\nwith notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement\nor other instrument to which the Trustee is a party or which may be applicable to the Trustee or any of its assets;\n\n(iii)                            Except to the\nextent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee\nbe appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the\nfull power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution,\ndelivery and performance of this Agreement, and has duly executed and delivered this Agreement;\n\n(iv)                           This Agreement,\nassuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Trustee,\nenforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy,\ninsolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors\ngenerally, (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or\nat law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification\nor contribution with respect to violations of securities laws;\n\n(v)                              The Trustee is\nnot in violation of, and the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms\nof this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of\nany federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would\nhave consequences that would materially and adversely affect the financial condition of the Trustee or might have consequences that would\nmaterially affect the ability of the Trustee to perform its duties hereunder or thereunder;\n\n(vi)                           No consent, approval,\nauthorization or order of, or registration or filing with, or notice to any court, governmental or regulatory agency or body, is required\nfor the execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been obtained prior to\nthe Closing Date;\n\n(vii)                        No litigation\nis pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit its entering into or\nmaterially and adversely affect its ability to perform its obligations under this Agreement; and\n\n - 201 - \n\n \n\n(viii)                     To its actual\nknowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser.\n\n(b)              \nThe representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.\nUpon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate\nAdministrator (or upon written notice thereof from any Trust Certificateholder, any Uncertificated Interest Owner or any Serviced Companion\nLoan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects\nthe interests of any party to this Agreement, the Trust Certificateholders, the Uncertificated Interest Owners or any Serviced Companion\nLoan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Whole Loan, the\nparty discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, each Uncertificated\nInterest Owner, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event,\nthe Controlling Class Representative.\n\nSection 2.08                \nRepresentations and Warranties of the Certificate Administrator.\n\n(a)               \nThe Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Trust\nCertificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer,\nthe Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:\n\n(i)                                  The Certificate\nAdministrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States\nof America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits,\nfranchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;\n\n(ii)                               The execution\nand delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will\nnot violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute\na default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any\nmaterial contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the\nCertificate Administrator or any of its assets;\n\n(iii)                            The Certificate\nAdministrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly\nauthorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;\n\n - 202 - \n\n \n\n(iv)                           This Agreement,\nassuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate\nAdministrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy,\ninsolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors\ngenerally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or\nat law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification\nor contribution with respect to violations of securities laws;\n\n(v)                              The Certificate\nAdministrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance\nand compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or\nany order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction,\nwhich violation would have consequences that would materially and adversely affect the financial condition of the Certificate Administrator\nor might have consequences that would materially affect the ability of the Certificate Administrator to perform its duties hereunder\nor thereunder;\n\n(vi)                           No consent, approval,\nauthorization or order of, or registration or filing with, or notice to any court, governmental or regulatory agency or body, is required\nfor the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been\nobtained prior to the Closing Date;\n\n(vii)                        No litigation\nis pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which\nwould prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and\n\n(viii)                     To its actual\nknowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser.\n\n(b)              \nThe representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.\nUpon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate\nAdministrator (or upon written notice thereof from any Trust Certificateholder, any Uncertificated Interest Owner or any Serviced Companion\nLoan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects\nthe interests of any party to this Agreement, the Trust Certificateholders, the Uncertificated Interest Owners or any Serviced Companion\nLoan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Trust Loan or Serviced\nWhole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder,\neach Uncertificated\n\n - 203 - \n\n \n\nInterest Owner, the Serviced Companion\nLoan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.\n\nSection 2.09                \nRepresentations and Warranties of the Operating Advisor.\n\n(a)               \nThe Operating Advisor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Trust Certificateholders,\nthe Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer\nand the Certificate Administrator, as of the Closing Date, that:\n\n(i)                                  The Operating\nAdvisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware;\nand the Operating Advisor is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent\nnecessary to perform its obligations under this Agreement;\n\n(ii)                               The execution\nand delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement by the Operating\nAdvisor, do not violate the Operating Advisor’s organizational documents or constitute a default (or an event that, with notice\nor lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument\nto which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely\naffect the ability of the Operating Advisor to perform its obligations under this Agreement;\n\n(iii)                            The Operating\nAdvisor has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized\nthe execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;\n\n(iv)                           This Agreement,\nassuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation\nof the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to (A) applicable\nbankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement\nof creditors’ rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in\na proceeding in equity or at law, and (C) public policy considerations regarding the enforceability of provisions providing or\npurporting to provide indemnification or contribution with respect to violations of securities laws;\n\n(v)                              The Operating\nAdvisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of\nthis Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand\nof any federal, state or local\n\n - 204 - \n\n \n\ngovernmental or regulatory authority, which\nviolation, in the Operating Advisor’s good faith and reasonable judgment, is likely to affect materially and adversely the ability\nof the Operating Advisor to perform its obligations under this Agreement;\n\n(vi)                           No litigation\nis pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor that would prohibit the\nOperating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable judgment, is likely\nto materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;\n\n(vii)                        The Operating\nAdvisor has errors and omissions insurance coverage that is in full force and effect, which complies with the requirements of Section 3.08\nhereof;\n\n(viii)                     The Operating\nAdvisor is an Eligible Operating Advisor;\n\n(ix)                             The Operating\nAdvisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement over the life of\nthe Trust Fund; and\n\n(x)                                No consent, approval,\nauthorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for\nthe consummation by the Operating Advisor of the transactions contemplated by this Agreement, except for any consent, approval, authorization\nor order which has not been obtained or cannot be obtained prior to the Closing Date, and which, if not obtained would not have a materially\nadverse effect on the ability of the Operating Advisor to perform its obligations hereunder.\n\n(b)              \nThe representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.\nUpon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate\nAdministrator (or upon written notice thereof from any Trust Certificateholder, any Uncertificated Interest Owner or any Serviced Companion\nLoan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects\nthe interests of any party to this Agreement, the Trust Certificateholders, the Uncertificated Interest Owners or any Serviced Companion\nLoan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Whole Loan, the\nparty discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, each Uncertificated\nInterest Owner, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event,\nthe Controlling Class Representative.\n\nSection 2.10                \nRepresentations and Warranties of the Asset Representations Reviewer.\n\n(a)               \nThe Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Trust\nCertificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the\n\n - 205 - \n\n \n\nDepositor, the Master Servicer, the Special\nServicer and the Certificate Administrator, as of the Closing Date, that:\n\n(i)                                  The Asset Representations\nReviewer is a limited liability company, duly organized, validly existing and in good standing under the laws of Delaware; and the Asset\nRepresentations Reviewer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary\nto perform its obligations under this Agreement;\n\n(ii)                               The execution\nand delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms of this Agreement\nby the Asset Representations Reviewer, do not violate the Asset Representations Reviewer’s organizational documents or constitute\na default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any\nmaterial agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does\nor is likely to materially and adversely affect the ability of the Asset Representations Reviewer to perform its obligations under this\nAgreement;\n\n(iii)                            The Asset Representations\nReviewer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized\nthe execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;\n\n(iv)                           This Agreement,\nassuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation\nof the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the terms hereof, subject\nto (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other\nlaws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless of whether such\nenforcement is considered in a proceeding in equity or at law, and (C) public policy considerations regarding the enforceability\nof provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;\n\n(v)                              The Asset Representations\nReviewer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of\nthis Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand\nof any federal, state or local governmental or regulatory authority, which violation, in the Asset Representations Reviewer’s good\nfaith and reasonable judgment, is likely to affect materially and adversely the ability of the Asset Representations Reviewer to perform\nits obligations under this Agreement;\n\n(vi)                           No litigation\nis pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations Reviewer\nthat\n\n - 206 - \n\n \n\nwould prohibit the Asset Representations\nReviewer from entering into this Agreement or, in the Asset Representations Reviewer’s good faith and reasonable judgment, is likely\nto materially and adversely affect the ability of the Asset Representations Reviewer to perform its obligations under this Agreement;\n\n(vii)                        The Asset Representations\nReviewer has errors and omissions insurance coverage that is in full force and effect, which complies with the requirements of Section 3.08\nhereof;\n\n(viii)                     The Asset Representations\nReviewer is an Eligible Asset Representations Reviewer; and\n\n(ix)                             No consent, approval,\nauthorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for\nthe consummation by the Asset Representations Reviewer of the transactions contemplated by this Agreement, except for any consent, approval,\nauthorization or order which has not been obtained or cannot be obtained prior to the Closing Date, and which, if not obtained would\nnot have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder.\n\n(b)              \nThe representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.\nUpon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate\nAdministrator (or upon written notice thereof from any Trust Certificateholder, any Uncertificated Interest Owner or any Serviced Companion\nLoan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects\nthe interests of any party to this Agreement, the Trust Certificateholders, the Uncertificated Interest Owners or any Serviced Companion\nLoan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Whole Loan, the\nparty discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, each Uncertificated\nInterest Owner, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event,\nthe Controlling Class Representative.\n\nSection 2.11                \nExecution and Delivery of Trust Certificates; Issuance of Uncertificated Interests, Lower-Tier Regular Interests and Trust\nSubordinate Companion Loan REMIC Regular Interests.\n\nThe Trustee (i) acknowledges\nthe assignment to it of the Mortgage Loans, the Mortgage Loan REMIC Regular Interests and the Trust Subordinate Companion Loans and the\ndelivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered\nto the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with\nsuch delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest), the Mortgage Loan\nREMIC Regular Interests and the Trust Subordinate Companion Loans for the benefit of the Holders of the Class R Certificates (in\nrespect of the Lower-Tier Residual Interest, the Mortgage\n\n - 207 - \n\n \n\nLoan REMIC Residual Interests and the Trust\nSubordinate Companion Loan REMIC Residual Interests) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently\nwith such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess\nInterest Certificates and the Excess Interest Uncertificated Interests. Concurrently with such delivery described in clause (i) of\nthe prior sentence, (i) the Lower-Tier Regular Interests, the Trust Subordinate Companion Loan REMIC Regular Interests, the Lower-Tier\nResidual Interest and the Trust Subordinate Companion Loan REMIC Residual Interests shall be issued, and the Trustee and Certificate Administrator\nacknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC and the Trust Subordinate Companion Loan REMICs,\nas applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and\nthe Trust Subordinate Companion Loan REMIC Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee,\nreceipt of which is hereby acknowledged, (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders\nof the Class R Certificates (in respect of the Upper-Tier Residual Interest) and the Holders of the Non-Vertically Retained\nRegular Certificates, the Holders of the Loan-Specific Certificates and the Loan-Specific Uncertificated Interest Owners, and (iv) in\nexchange for the conveyance described in the immediately preceding clause (ii), (A) the Non-Vertically Retained Regular Certificates,\nthe Loan-Specific Certificates, the Loan-Specific Uncertificated Interests and the Upper-Tier Residual Interest shall be issued, and\n(B) the Certificate Administrator shall execute and cause to be authenticated and delivered (or, in the case of the Loan-Specific Uncertificated\nInterests, shall register) to and upon the order of the Depositor, (1) the Non-Vertically Retained Regular Certificates, the\nLoan-Specific Certificates and the Loan-Specific Uncertificated Interests, and (2) the Class R Certificates (representing the\nLower-Tier Residual Interest, the Trust Subordinate Companion Loan REMIC Residual Interests, the Mortgage Loan REMIC Residual Interests\nand the Upper-Tier Residual Interest), registered in the names set forth in such order and duly authenticated by the Certificate Administrator.\nThe Depositor hereby conveys all right, title and interest in and to any Grantor Trust Assets and any other property constituting the\nGrantor Trust to the Trustee, receipt of which is hereby acknowledged. The Uncertificated VRR Interest shall be issued and the Certificate\nAdministrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates\nand the Grantor Trust Uncertificated Interests in exchange for the conveyance pursuant to the prior sentence.\n\nSection 2.12                \nMiscellaneous REMIC and Grantor Trust Provisions.\n\n(a)               \nThe respective Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier\nREMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates)\nis hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2).\n\n(b)              \nThe respective related Trust Subordinate Companion Loan REMIC Regular Interests (if issued) are hereby designated as “regular\ninterests” in each Trust Subordinate Companion Loan REMIC (if any) within the meaning of Code Section 860G(a)(1), and the related\nTrust Subordinate Companion Loan REMIC Residual Interest (if any) (evidenced by the Class R Certificates) is hereby designated as\nthe sole class of “residual interests” in\n\n - 208 - \n\n \n\neach Trust Subordinate Companion Loan\nREMIC (if any) within the meaning of Code Section 860G(a)(2).\n\n(c)               \nThe Regular Certificates, the Uncertificated VRR Interest (if issued), the Loan-Specific Certificates (if issued) and the Loan-Specific\nUncertificated Interests (if issued) are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning\nof Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated\nas the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2).\n\n(d)              \nWith respect to any Mortgage Loan REMIC, the “regular interest(s)” therein, within the meaning of Section 860(G)(a)(1)\nof the Code, and the sole class of “residual interests” therein, within the meaning of Section 860G(a)(2) of the\nCode, shall be as designated in the related REMIC Declaration.\n\n(e)               \nThe Closing Date is hereby designated as the “Startup Day” of each Trust REMIC (other than a Mortgage Loan REMIC),\nand the date designated as such in the related REMIC Declaration is the “startup day” of each Mortgage Loan REMIC, in each\ncase, within the meaning of Code Section 860G(a)(9). The “latest possible maturity date” for purposes of Code Section 860G(a)(1)\nof: (i) the Trust Subordinate Companion Loan REMIC Regular Interests, the Loan-Specific Certificates and any Loan-Specific Uncertificated\nInterest relating to any particular Trust Subordinate Companion Loan is the Rated Final Distribution Date for the related rated Loan-Specific\nCertificates; (ii) the Lower-Tier Regular Interests, the Regular Certificates and the Uncertificated VRR Interest is the Rated Final\nDistribution Date for the rated Non-Vertically Retained Regular Certificates; and (iii) the Mortgage Loan REMIC Regular Interests is the\ndate set forth in the related REMIC Declaration.\n\n(f)               \nNone of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator\nshall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically\ncontemplated herein.\n\n(g)              \nThe Grantor Trust Certificates shall represent, and the Grantor Trust Uncertificated Interests shall constitute, undivided beneficial\ninterests in the portion of the Trust Fund consisting of any Grantor Trust Assets, distributions thereon and proceeds thereof, which portion\nwill be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.\n\n(h)              \n**For the avoidance of doubt, no Trust Subordinate Companion Loan REMIC Regular Interest, Trust Subordinate Companion Loan REMIC\nResidual Interest, Loan-Specific Certificates, Loan-Specific Uncertificated Interests, Grantor Trust Certificates, Grantor Trust Uncertificated\nInterests or Class S Certificates shall be issued on the Closing Date, and any references to any such terms (whether in singular or plural\nform) in this Agreement shall be disregarded. Furthermore, there will be no Grantor Trust Assets or Grantor Trust, and any references\nto any such terms (whether in singular or plural form) in this Agreement shall be disregarded.**\n\n - 209 - \n\n \n\n(i)                \nThe parties to this Agreement, the Trust Certificateholders and the Uncertificated Interest Owners hereby acknowledge that, for\nfederal income tax purposes, the Mortgage Note evidencing each Loan REMIC Held Mortgage Loan represents a 100% beneficial ownership interest\nin the related Mortgage Loan REMIC Regular Interest.\n\nSection 2.13          \nBare Trust. Notwithstanding anything else in this Agreement, the parties acknowledge that the trust established under this\nAgreement is intended to be treated as a bare trust for Canadian federal income tax purposes. Accordingly, the parties to this Agreement\nagree not to make any Canadian tax filing or take any Canadian tax position that is inconsistent with the treatment of the trust as a\nbare trust. For the avoidance of doubt, none of the Trustee, the Certificate Administrator or any other party to this Agreement is responsible\nfor any Canadian tax administration, or has any liability for any Canadian tax consequences.\n\nArticle\nIII\n\nADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS AND TRUST\n\nSUBORDINATE COMPANION LOAN(S)\n\nSection 3.01                \nMaster Servicer to Act as Master Servicer; Administration of the Mortgage Loans and Trust Subordinate Companion Loan(s); Sub-Servicing\nAgreements; Outside Serviced Mortgage Loans.\n\n(a)               \nThe Master Servicer (with respect to the Performing Serviced Loans) and the Special Servicer (with respect to the Specially Serviced\nLoans and, to the extent provided in this Agreement, the Performing Serviced Loans), each as an independent contractor, shall service\nand administer the Mortgage Loans (other than the Outside Serviced Mortgage Loans, which will be serviced, together with the related Outside\nServiced Companion Loans, pursuant to the applicable Outside Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust\nFund and the Trustee (for the benefit of the Trust Certificateholders and the Uncertificated Interest Owners (as a collective whole) or,\nwith respect to each Serviced Whole Loan, for the benefit of the Trust Certificateholders, the Uncertificated Interest Owners and the\nrelated Serviced Companion Loan Holder(s) as a collective whole as if such Trust Certificateholders, the Uncertificated Interest Owners\nand such Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Whole Loan, taking into account\nthe subordinate nature of the related Subordinate Companion Loan(s)), subject to the terms and conditions of the related Co-Lender\nAgreement) in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Serviced\nMortgage Loans or Serviced Whole Loans and, in the case of the Serviced Whole Loans, the related Co-Lender Agreement; and (iii) the\nServicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and\nany related Co-Lender Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to\nmaximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Outside Serviced Mortgage Loans)\nand the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power\nand authority, acting alone or through Sub-Servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02\nof this\n\n - 210 - \n\n \n\nAgreement), to do or cause to be done\nany and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and,\nin its judgment exercised in accordance with the Servicing Standard, in the best interests of the Trust Certificateholders, the Uncertificated\nInterest Owners and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Holder(s) (as a collective whole as if\nsuch Trust Certificateholders, the Uncertificated Interest Owners and, in the case of a Serviced Whole Loan, the related Serviced Companion\nLoan Holder(s) constituted a single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of\nthe related Subordinate Companion Loan(s)), subject to the terms and conditions of the related Co-Lender Agreement), including, without\nlimitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) other than with respect to the Outside Serviced Mortgage\nLoans, to prepare, execute and deliver, on behalf of the Trust Certificateholders, the Uncertificated Interest Owners, the Serviced Companion\nLoan Holders and the Trustee or any of them: (i) any and all financing statements, continuation statements and other documents or\ninstruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07,\n3.09, 3.10 and 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any\ndocuments contained in the related Mortgage File or defeasance of any Mortgage Loan or Serviced Companion Loan; and (iii) any and\nall instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with\nrespect to the Mortgage Loan (and any related Serviced Companion Loan) or the related Mortgaged Property; and (B) including with\nrespect to the Outside Serviced Mortgage Loans, to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind\nfiled in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust. Notwithstanding\nthe foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the\nterms of any Mortgage Loan or Serviced Companion Loan except under the circumstances described in Sections 3.03, 3.07, 3.09,\n3.10 and 3.24 of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans\n(other than the Outside Serviced Mortgage Loans), the Serviced Companion Loans and each related REO Property in accordance with applicable\nlaw and the terms thereof and hereof and the terms of any applicable Co-Lender Agreements and intercreditor agreements and shall provide\nto the Mortgagors any reports required to be provided to them thereby.\n\nSubject to Section 3.11\nof this Agreement, the Trustee shall execute and deliver (i) to the Master Servicer, within 10 days following the Closing Date, as well\nas upon the receipt of a written request of a related Servicing Officer, any powers of attorney substantially in the form of Exhibit AA-1\nto this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer, (ii) to the Special Servicer, within\n10 days following the Closing Date, as well as upon the receipt of a written request of a related Servicing Officer, any powers of attorney\nin the form of Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special\nServicer, and (iii) to the Master Servicer or Special Servicer, as applicable, upon the receipt of a written request of a related Servicing\nOfficer, other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate\n(as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative\nduties hereunder. Notwithstanding anything\n\n - 211 - \n\n \n\ncontained herein to the contrary, none of the\nMaster Servicer, the Special Servicer or any Sub-Servicer shall, without the Trustee’s written consent: (i) initiate any\naction, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s,\nas applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action,\nsuit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (*provided* that the Master Servicer\nor the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation\nof such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the\nSpecial Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and\nshall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as\napplicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be\nregistered to do business in any state. Each of the Master Servicer, the Special Servicer and any Sub-Servicer shall indemnify the\nTrustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of\nsuch powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable.\n\n(b)              \nUnless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received\non a Serviced Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately following\nthe date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer\nshall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment\nCompany Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be\nredeemed by the Master Servicer prior to the maturity thereof) in respect of such a Serviced Loan being defeased pursuant to its\nterms to the principal balance of and interest on such Serviced Loan as of the Due Date immediately following the receipt of such amounts.\nIf with respect to any Serviced Loan the related Loan Documents permit the lender, at its option, prior to an event of default under the\nrelated Serviced Loan, to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the\nMaster Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence\nof an event of default under the related Serviced Loan; *provided* that any such amounts may be used, if permitted under the related\nLoan Documents, to defease the related Serviced Loan or, upon an event of default under the related Serviced Loan, to prepay the Serviced\nLoan.\n\n(c)               \nThe Master Servicer and the Special Servicer may each enter into Sub-Servicing Agreements with third parties (including a party\nthat has previously been engaged as a Subcontractor) with respect to any of its obligations hereunder, *provided* that (i) any\nsuch agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing\nStandard, (iii) the related Sub-Servicer shall not be a Prohibited Party, (iv) any such agreement shall provide that, following\nreceipt of the applicable Mortgage Loan Purchase Agreement from the Depositor, the Master Servicer or the Special Servicer, as applicable,\nshall provide a copy of the applicable Mortgage Loan Purchase Agreement to the related Sub-Servicer, and that\n\n - 212 - \n\n \n\nsuch Sub-Servicer shall notify the\nMaster Servicer or the Special Servicer, as applicable, in writing within five (5) Business Days after such Sub-Servicer discovers\nor receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase\nRequest Withdrawal, a Repurchase or a Repurchase Request Rejection, (v) the Master Servicer or the Special Servicer, as applicable,\nshall notify the applicable Mortgage Loan Seller of any such agreement (other than any Sub-Servicing Agreement in place on the Closing\nDate with a Mortgage Loan Seller Sub-Servicer), (vi) in connection with any assignment of such Sub-Servicing Agreement by the related\nSub-Servicer (other than an assignment to the Master Servicer (in the case of a Sub-Servicer engaged by the Master Servicer) or the Special\nServicer (in the case of a Sub-Servicer engaged by the Special Servicer)), the assignee shall not be a Prohibited Party, (vii) any amendment\nor modification of such Sub-Servicing Agreement shall be subject to the prior written consent of the Depositor (which consent shall not\nbe unreasonably withheld, conditioned or delayed) if the Master Servicer or the Special Servicer, as applicable, determines that, as a\nresult of such amendment or modification, the Sub-Servicer would become a “servicer” within the meaning of Item 1101 of Regulation\nAB that (1) meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB or (2) meets the criteria in Item 1108(a)(2)(iii)\nof Regulation AB and services 20% or more of the pool assets, (viii) any such Sub-Servicing Agreement shall provide that it may be\nassumed by the Trustee or its designee (if the Trustee or its designee has assumed the duties of the Master Servicer or the Special Servicer,\nas applicable) or by any successor Master Servicer or Special Servicer, as applicable, without cost or obligation to the assuming party\nor the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer or the Special Servicer, as applicable,\npursuant to Section 7.02 hereof, (ix) any such Sub-Servicing Agreement shall provide that the Trustee (for the benefit of the\nTrust Certificateholders, the Uncertificated Interest Owners and the related Companion Loan Holder (if applicable) and the Trust (as holder\nof the Lower-Tier Regular Interests, the Mortgage Loan REMIC Regular Interests and the Trust Subordinate Companion Loan REMIC Regular\nInterests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or its\ndesignee assumes the obligations of such party thereunder as contemplated herein) none of the Trust, the Trustee, the Operating Advisor,\nthe Asset Representations Reviewer, the Certificate Administrator, the Master Servicer or Special Servicer, as applicable (which ever\ndid not enter into such Sub-Servicing Agreement), any successor master servicer or special servicer or any Trust Certificateholder or\nUncertificated Interest Owner (or the related Companion Loan Holder, if applicable) shall have any duties under such Sub-Servicing\nAgreement or any liabilities arising therefrom, (x) any such Sub-Servicing Agreement shall provide that the Sub-Servicer shall\nbe in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (unless such default\nis waived by the Depositor in writing) if the Sub-Servicer fails (A) to deliver by the due date (which may take into account\nany grace period permitted pursuant to this Agreement) any Exchange Act reporting items required to be delivered to the Master Servicer,\nthe Special Servicer, the Certificate Administrator or the Depositor under Article X or under the Sub-Servicing Agreement or\nto the master servicer or other applicable party under any other pooling and servicing agreement that the Depositor is a party to, or\n(B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing Agreement\n\n - 213 - \n\n \n\nregarding creating, obtaining or delivering\nany Exchange Act reporting items required for any party to this Agreement to perform its obligations under Article X or under the\nExchange Act reporting requirements of any other pooling and servicing agreement that the Depositor is a party to, (xi) any such Sub-Servicing\nAgreement shall comply with the requirements set forth in Section 10.17 of this Agreement, (xii) no Sub-Servicer shall be permitted\nunder any Sub-Servicing Agreement to make material servicing decisions, such as loan modifications or determinations as to the manner\nor timing of enforcing remedies under the Loan Documents, or to otherwise take (or determine not to take) action with respect to Major\nDecisions or Special Servicer Decisions without the consent of the Master Servicer (in the case of Sub-Servicers engaged by the Master\nServicer) or the Special Servicer (in the case of Sub-Servicers engaged by the Special Servicer); and (xiii) no Sub-Servicer shall\nbe the Third Party Purchaser, a Loan-Specific Third Party Purchaser, the Operating Advisor, the Asset Representations Reviewer or any\nof their respective Risk Retention Affiliates. For the avoidance of doubt, the Master Servicer’s consent may also be required for\ncertain other servicing decisions as provided in the related Sub-Servicing Agreement with one of its Sub-Servicers. Any such Sub-Servicing\nAgreement may permit the Sub-Servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements\nwith such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer and the Special\nServicer shall each be responsible for paying the servicing fees of any Sub-Servicer retained by it. The Master Servicer or the Special\nServicer, as applicable, shall, upon request, provide a copy of each Sub-Servicing Agreement (and any assignment thereof) entered into\nby it to the Depositor. A Sub-Servicer may be an affiliate of the Depositor, the Master Servicer or the Special Servicer. Notwithstanding\nthe foregoing, the Special Servicer may not enter into any Sub-Servicing Agreement which provides for the performance by third parties\nof any or all of its obligations under this Agreement without, with respect to any Mortgage Loan other than an Excluded Mortgage Loan\nand prior to the occurrence and continuance of a Control Termination Event, the consent of the Controlling Class Representative, except\nto the extent necessary for the Special Servicer to comply with applicable regulatory requirements.\n\nAny Sub-Servicing Agreement,\nand any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loans involving a Sub-Servicer, shall\nbe deemed to be between the Master Servicer or the Special Servicer, as applicable, and such Sub-Servicer alone, and the Trustee,\nthe Certificate Administrator, the Custodian, the Operating Advisor, the Asset Representations Reviewer, the Trust Fund and the Trust\nCertificateholders and the Uncertificated Interest Owners shall not be deemed parties thereto and shall have no claims, rights, obligations,\nduties or liabilities (including, without limitation, any obligation to pay any termination fee to any Sub-Servicer as a result of\nthe termination of any Sub-Servicing Agreement) with respect to the Sub-Servicer, except as set forth in Section 3.01(d)\nof this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Sub-Servicer.\n\nAs part of its servicing\nactivities hereunder, each of the Master Servicer and the Special Servicer for the benefit of the Trustee, the Trust Certificateholders,\nthe Uncertificated Interest Owners and, if applicable, the Serviced Companion Loan Holders, shall (at no expense to the Trustee, the Trust\nCertificateholders, the Uncertificated Interest Owners, the Serviced Companion Loan Holders or the Trust) monitor the performance and\nenforce the obligations of\n\n - 214 - \n\n \n\neach of its Sub-Servicers under the related\nSub-Servicing Agreement (except that, to the extent provided in Article X hereof, the Master Servicer shall be required\nonly to use commercially reasonable efforts to cause any Mortgage Loan Seller Sub-Servicer to comply with the requirements of Article X\nhereof). Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements\nin accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such\nan extent and at such time as is in accordance with the Servicing Standard and the terms of this Agreement. Each of the Master Servicer\nand the Special Servicer shall have the right to remove a Sub-Servicer retained by it in accordance with the terms of the related\nSub-Servicing Agreement.\n\n(d)              \nIf the Trustee or any successor Master Servicer or successor Special Servicer, as applicable, assumes the obligations of the Master\nServicer or the Special Servicer, as applicable, in accordance with Section 7.02, the Trustee or such successor, as applicable,\nto the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall,\nwithout act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master\nServicer or the Special Servicer, as applicable, under any Sub Servicing Agreement entered into by the Master Servicer or the Special\nServicer, as applicable, pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer\nor the successor Special Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s or the Special Servicer’s,\nas applicable, interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer or the\nSpecial Servicer, as applicable, prior to such deemed assumption) and to have replaced the Master Servicer or the Special Servicer, as\napplicable, as a party to such Sub-Servicing Agreement to the same extent as if such Sub Servicing Agreement had been assigned to the\nTrustee or such successor Master Servicer, as applicable, except that the Master Servicer or the Special Servicer, as applicable, shall\nnot thereby be relieved of any liability or obligations under such Sub Servicing Agreement that accrued prior to the succession of the\nTrustee or the successor Master Servicer or successor Special Servicer, as applicable.\n\nIn the event that the Trustee\nor any successor Master Servicer or successor Special Servicer, assumes the servicing obligations of the Master Servicer or the Special\nServicer, as applicable, upon request of the Trustee or such successor Master Servicer or successor Special Servicer, as applicable, the\nMaster Servicer or the Special Servicer, as applicable, shall at its own expense deliver or cause to be delivered to the Trustee or such\nsuccessor Master Servicer or successor Special Servicer, as applicable, all documents and records relating to any Sub-Servicing Agreement\nand the Trust Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use\nits reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the successor\nMaster Servicer or successor Special Servicer, as applicable.\n\n(e)               \nThe parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender\nAgreement and recognize the respective rights and obligations of the Trust, as holder of the related Trust Loan(s), and of the related\nServiced Companion Loan Holder(s) under the related Co-Lender Agreement, including: (i) with respect to the allocation of collections\non or in respect of such Serviced\n\n - 215 - \n\n \n\nWhole Loan, and the making of remittances,\nto the Trust, as holder of the related Trust Loan(s), and to the related Serviced Companion Loan Holder(s); (ii) with respect to\nthe allocation of expenses and losses relating to such Serviced Whole Loan to the Trust, as holder of the related Trust Loan(s), and to\nthe related Serviced Companion Loan Holder(s); (iii) any consultation, consent and Special Servicer appointment rights of a related Serviced\nCompanion Loan Holder or its Companion Loan Holder Representative, including those specified in this Agreement; (iv) any right of\na related Companion Loan Holder to attend (in-person or telephonically) annual meetings with the Master Servicer or the Special Servicer,\nas applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable,\nfor the purpose of discussing servicing issues related to such Serviced Whole Loan; (v) any right of a related Companion Loan Holder to\ncure certain defaults under the related Serviced Whole Loan; (vi) any right of a related Companion Loan Holder to purchase the related\nSplit Mortgage Loan from the Trust Fund (together with any other related Serviced Pari Passu Companion Loans, if applicable); (vii) defined\nterms under such Co-Lender Agreement (other than (subject to any limitations set forth in such Co-Lender Agreement) to the extent such\nterms are defined under such Co-Lender Agreement by reference to definitions set forth in this Agreement); (viii) any provisions for appraisals\nand appraisal updates (including the definition of “appraisal” for purposes of such provisions) and any right of a related\nCompanion Loan Holder to require a second appraisal or additional appraisal of a related Mortgaged Property (or REO Property); and (ix)\nany prohibition on the use of an assumed appraised value or automatic appraisal reduction amount for purposes of determining whether a\nrelated Subordinate Companion Holder is or would be the related Directing Holder. With respect to any Serviced Whole Loan, the Master\nServicer (if such Serviced Whole Loan is a Performing Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a\nSpecially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall prepare and provide to the related\nServiced Companion Loan Holder(s) (or its Companion Loan Holder Representative), or, if applicable, the master servicer or special servicer\nfor the related Other Securitization Trust, on its behalf, all notices, reports, statements and communications to be delivered by the\nholder of the related Mortgage Loan under the related Co-Lender Agreement, and shall perform all duties and obligations to be performed\nby a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan\npursuant to the related Co-Lender Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required\nto be included herein pursuant to any Co-Lender Agreement for a Serviced Whole Loan are deemed incorporated herein by reference, and\nthe parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict between this Agreement\nand a Co-Lender Agreement with respect to a Serviced Whole Loan, the terms of such Co-Lender Agreement shall control with respect\nto such Serviced Whole Loan. For the avoidance of doubt, with respect to each Serviced Whole Loan, the related Co-Lender Agreement is\nnot intended to prevent the Master Servicer from receiving Servicing Fees, as and to the extent provided under this Agreement, earned\non the related Mortgage Loan (to the extent not otherwise paid in accordance with the related Co-Lender Agreement) out of collections\nallocated to and received on such Mortgage Loan pursuant to the related Co-Lender Agreement.\n\n - 216 - \n\n \n\nWith respect to any Serviced\nOutside Controlled Mortgage Loan (including any Servicing Shift Mortgage Loan prior to the related Servicing Shift Date), subject to the\nrights of the Controlling Class Representative under this Agreement and any applicable consultation rights of the Operating Advisor (to\nthe extent set forth in Sections 3.29(g) and (h)), the Master Servicer (if such Serviced Outside Controlled Mortgage\nLoan is a Performing Serviced Loan and the matter does not involve a Major Decision or Special Servicer Decision) or the Special Servicer\n(if such Serviced Outside Controlled Mortgage Loan is a Specially Serviced Loan or if such Serviced Outside Controlled Mortgage Loan is\na Performing Serviced Loan and the matter involves a Major Decision or Special Servicer Decision) shall be entitled to exercise the rights\nand powers granted under the related Co-Lender Agreement to the “Non-Controlling Note Holder” (as such term or any\nanalogous term is defined in the related Co-Lender Agreement).\n\n(f)               \nNotwithstanding anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any\nP&I Advance on any Companion Loan other than a Trust Subordinate Companion Loan and (b) if a Mortgage Loan that is part of a Serviced\nWhole Loan and, if applicable, any related Trust Subordinate Companion Loan (or the related REO Property) is no longer part of the Trust\nFund, neither the Master Servicer nor the Back-Up Advancing Agent, as the case may be, shall have any obligation to make any Property\nAdvance on such Serviced Whole Loan. If pursuant to the foregoing sentence, the Master Servicer does not intend to make a Property Advance\nwith respect to a Serviced Whole Loan that the Master Servicer would have made if the related Mortgage Loan or REO Property were still\npart of the Trust Fund, the Master Servicer shall promptly notify the holder of the related Serviced Companion Loan of its intention to\nno longer make such Property Advances and shall additionally promptly notify such holder of any required Property Advance it would have\notherwise made upon becoming aware of the need for such Property Advance. Additionally, at the time the Mortgage Loan relating to a Serviced\nWhole Loan is removed from the Trust Fund, the Master Servicer shall deliver to the related Serviced Companion Loan Holder (or the master\nservicer of any securitization of the related Serviced Companion Loan) (i) a copy of the most recent inspection report and the inspection\nreport for the prior calendar year, (ii) copies of all financial statements collected from the related Mortgagor for the most recent\ncalendar year and the prior calendar year, (iii) a copy of the most recent Appraisal and any other Appraisal done in the prior year\nand (iv) a copy of all tax and insurance bills for the current calendar year and the prior calendar year.\n\n(g)              \nNotwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and\nthe Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s\nauthority with respect to each Outside Serviced Mortgage Loan and each Outside Serviced Companion Loan related to the Outside Serviced\nMortgage Loans are limited by and subject to the terms of the related Co-Lender Agreement and this Agreement and the rights of the\nrelated Outside Servicer and the related Outside Special Servicer with respect thereto under the applicable Outside Servicing Agreement.\nThe parties further recognize the respective rights and obligations of the related Outside Trustee and/or the Outside Serviced Companion\nLoan Holders (or the representatives thereof) under each respective Co-Lender Agreement including with respect to the allocation of\ncollections on or in respect of an Outside Serviced Whole Loan in accordance with the related Co-Lender Agreement. The\n\n - 217 - \n\n \n\nMaster Servicer shall cooperate with\nthe Certificate Administrator, on behalf of the Trust, in connection with the enforcement of the rights by the Trustee (as holder of the\nOutside Serviced Mortgage Loans) under each related Co-Lender Agreement and each applicable Outside Servicing Agreement. The Master\nServicer or Special Servicer, as applicable, (under the power of attorney granted by the Trustee) shall take such actions as it shall\ndeem reasonably necessary to facilitate the servicing of each Outside Serviced Companion Loan by the related Outside Servicer and the\nrelated Outside Special Servicer, including, but not limited to, delivering appropriate requests for release to the Custodian (if any) in\norder to deliver any portion of the related Mortgage Files to the related Outside Servicer or related Outside Special Servicer under the\napplicable Outside Servicing Agreement.\n\nTo the extent that the Trust,\nas holder of an Outside Serviced Mortgage Loan for the benefit of the Trust Certificateholders and the Uncertificated Interest Owners,\nis entitled to (i) consent to or approve any modification, waiver or amendment of such Outside Serviced Mortgage Loan or (ii) exercise\nany consultation rights with respect to “Major Decisions” or “Material Actions” (as such term or any analogous\nterm is defined in the applicable Outside Servicing Agreement) in connection with such Outside Serviced Mortgage Loan or any related REO\nProperty or any consultation rights with respect to the implementation of “Asset Status Reports” (as such term or any analogous\nterm is defined in the applicable Outside Servicing Agreement), then the following party or parties (to the extent notified by the appropriate\nparty to the applicable Outside Servicing Agreement of any matter requiring the exercise of consent, approval or consultation rights)\nshall actually exercise such consent, approval or consultation rights, and the respective parties to this Agreement shall take such actions\nas are reasonably necessary to allow the following party or parties to exercise such consent, approval or consultation rights: (a) the\nControlling Class Representative (unless a Control Termination Event exists or the Controlling Class Representative is not permitted to\nconsent under the related Co-Lender Agreement) or the Special Servicer (if a Control Termination Event exists or the Controlling Class\nRepresentative is not permitted to consent under the related Co-Lender Agreement) shall exercise any such consent or approval rights,\nin each case in accordance with Section 3.01(i); and (b) the Controlling Class Representative (unless a Consultation\nTermination Event exists or the Controlling Class Representative is not permitted to consult under the related Co-Lender Agreement) or\nthe Special Servicer (if a Consultation Termination Event exists or the Controlling Class Representative is not permitted to consult under\nthe related Co-Lender Agreement) shall exercise any such consultation rights entitled to be exercised by the holder of such Outside Serviced\nMortgage Loan in accordance with Section 3.01(i); *provided*, that after the occurrence and during the continuance of\nan Operating Advisor Consultation Trigger Event, any such consultation rights shall be exercised by the Special Servicer or the Controlling\nClass Representative, as applicable, jointly with the Operating Advisor (but, in the case of the Operating Advisor, only with respect\nto matters similar to Major Decisions). The Master Servicer shall only be obligated to forward any requests received from the Outside\nServicer or the Outside Special Servicer, as applicable, for such consent and/or consultation to the Special Servicer (who shall forward\nany such request to the Controlling Class Representative except if a Control Termination Event or Consultation Termination Event, as applicable,\nhas occurred and is continuing or if the Controlling Class Representative is not permitted to consent or consult, as applicable, under\nthe related Co-Lender Agreement and, following the occurrence and during the continuance of an Operating Advisor Consultation Trigger\nEvent, to the Operating Advisor), and the Master Servicer shall have no right or obligation to exercise any such consent or consultation\nrights.\n\n - 218 - \n\n \n\nIn addition to such consent,\napproval or consultation rights, the Controlling Class Representative (if no Control Termination Event has occurred and is continuing\nand the Controlling Class Representative is permitted to exercise the subject right under the related Co-Lender Agreement) and the Special\nServicer (if a Control Termination Event has occurred and is continuing or the Controlling Class Representative is not permitted to exercise\nthe subject right under the related Co-Lender Agreement), on behalf of the Trust, as holder of each Outside Serviced Mortgage Loan for\nthe benefit of the Trust Certificateholders and the Uncertificated Interest Owners, will have the right (exercisable in its sole discretion),\nto the extent provided in the related Co-Lender Agreement and/or the applicable Outside Servicing Agreement, to attend (in-person\nor telephonically) annual meetings with the related Outside Servicer or Outside Special Servicer, as applicable, upon reasonable notice\nand at times reasonably acceptable to the related Outside Servicer or Outside Special Servicer, as applicable, for the purpose of discussing\nservicing issues related to such Outside Serviced Whole Loan.\n\nNone of the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian or the Trustee shall have any obligation or\nauthority to supervise any Outside Servicer, any Outside Special Servicer, any Outside Trustee or any other party to the applicable Outside\nServicing Agreement or to make Property Advances with respect to any of the Outside Serviced Mortgage Loans or a Companion Loan related\nto an Outside Serviced Mortgage Loan. The obligation of the Master Servicer and the Special Servicer to provide information to the Trustee\nor any other Person with respect to the Outside Serviced Mortgage Loans and any Outside Serviced Companion Loan related to an Outside\nServiced Mortgage Loan is dependent on their receipt of the corresponding information from the related Outside Servicer or the related\nOutside Special Servicer, as applicable.\n\n(h)              \nThe parties hereto acknowledge that each Outside Serviced Whole Loan is subject to the terms and conditions of the respective Co-Lender\nAgreement and further acknowledge that, pursuant to the respective Co-Lender Agreement, (i) the related Outside Serviced Mortgage\nLoan and the related Outside Serviced Companion Loans are to be serviced and administered by the related Outside Servicer and Outside\nSpecial Servicer in accordance with the applicable Outside Servicing Agreement, and (ii) in the event that the applicable Outside\nServiced Companion Loan is no longer part of the trust fund created by the applicable Outside Servicing Agreement and the related Outside\nServiced Mortgage Loan remains an asset of the Trust Fund, then, as set forth in the related Co-Lender Agreement, the related Outside\nServiced Whole Loan shall be serviced in accordance with the applicable provisions of the applicable Outside Servicing Agreement as if\nsuch agreement was still in full force and effect with respect to the related Outside Serviced Whole Loan, until such time as a new servicing\nagreement has been agreed to by the parties to the related Co-Lender Agreement in accordance with the provisions of such agreement\nand confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade, qualification\nor withdrawal of the then current ratings of any Class of Certificates then outstanding and any other requirements applicable to\nthe related Outside Serviced Mortgage Loan.\n\n(i)                \nThe parties hereto acknowledge that each Outside Serviced Mortgage Loan is subject to the terms and conditions of the related Co-Lender\nAgreement. With respect to each Outside Serviced Whole Loan, the parties hereto recognize the respective rights\n\n - 219 - \n\n \n\nand obligations of the related Outside\nServiced Whole Loan Noteholders under the related Co-Lender Agreement, including with respect to the allocation of collections and\nlosses on or in respect of the related Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s) and the making\nof payments to the related Outside Serviced Whole Loan Noteholders in accordance with the related Co-Lender Agreement and the applicable\nOutside Servicing Agreement. The parties hereto further acknowledge that, pursuant to the related Co-Lender Agreement, each Outside\nServiced Mortgage Loan and the related Outside Serviced Companion Loan(s) are to be serviced and administered by the related Outside Servicer\nand Outside Special Servicer in accordance with the applicable Outside Servicing Agreement, and that payments allocated to each Outside\nServiced Mortgage Loan and the related Outside Serviced Companion Loans pursuant to the applicable Outside Servicing Agreement and the\nrelated Co-Lender Agreement are to be made by related Outside Servicer. Although each Outside Serviced Mortgage Loan is not serviced\nand administered hereunder, the Master Servicer and the Special Servicer hereunder for each such Outside Serviced Mortgage Loan shall\nhave certain duties as set forth herein and shall constitute the “Master Servicer” and “Special Servicer” hereunder\nwith respect to each such Outside Serviced Mortgage Loan.\n\nIf there are at any time\namounts due from the Trust, as holder of an Outside Serviced Mortgage Loan, to any party under the related Co-Lender Agreement or\nthe applicable Outside Servicing Agreement, the Master Servicer shall pay such amounts out of the Collection Account. If a party to the\napplicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan requests the Master Servicer, Special Servicer, Trustee,\nCertificate Administrator or Custodian to consent to, or consult with respect to, a modification, waiver or amendment of, or other loan-level\naction related to, such Outside Serviced Mortgage Loan (except a modification, waiver or amendment of the applicable Outside Servicing\nAgreement or the related Co-Lender Agreement which shall not be subject to the operation of this sentence but shall instead be subject\nto the operation of the provisions below in this paragraph), the party hereto that receives such request shall (but in the case of the\nMaster Servicer subject to the limitation that it shall only be required to deliver any such request to the Special Servicer) promptly\ndeliver a copy of such request to the Controlling Class Representative (if no Control Termination Event (in the case of consent rights)\nor Consultation Termination Event (in the case of consultation rights) exists and the Controlling Class Representative may consent or\nconsult, as applicable, under the related Co-Lender Agreement) or to the Special Servicer (if a Control Termination Event (in the case\nof consent rights) or Consultation Termination Event (in the case of consultation rights) exists or the Controlling Class Representative\nis not permitted to consent or consult, as applicable, under the related Co-Lender Agreement), as applicable, and, following the occurrence\nand during the continuance of an Operating Advisor Consultation Trigger Event, to the Operating Advisor, and (a) any such consent rights\nshall be exercised by the Controlling Class Representative (unless a Control Termination Event exists or the Controlling Class Representative\nis not permitted to consent under the related Co-Lender Agreement) or by the Special Servicer (if a Control Termination Event exists or\nthe Controlling Class Representative is not permitted to consent under the related Co-Lender Agreement) and (b) any such consultation\nrights shall be exercised by the Controlling Class Representative (unless a Consultation Termination Event exists or the Controlling Class\nRepresentative is not permitted to consult under the related Co-Lender Agreement) or by the Special Servicer (if a Consultation Termination\nEvent exists or the Controlling Class Representative is not permitted to consult under the related Co-Lender\n\n - 220 - \n\n \n\nAgreement); *provided*, that after the\noccurrence and during the continuance of an Operating Advisor Consultation Trigger Event, any such consultation rights shall be exercised\nby the Special Servicer or the Controlling Class Representative, as applicable, jointly with the Operating Advisor (but, in the case of\nthe Operating Advisor, only with respect to matters similar to Major Decisions); and *provided*, *further*, that, if such Outside\nServiced Mortgage Loan were serviced hereunder and such action would not be permitted without Rating Agency Confirmation, then the Controlling\nClass Representative or the Special Servicer, as applicable, shall not exercise any such right of consent without first having obtained\n(or having caused the related Outside Servicer or Outside Special Servicer to obtain) or received such Rating Agency Confirmation (payable\nat the expense of the party making such request for consent or approval if such requesting party is a Certificateholder, the Uncertificated\nVRR Interest Owner or a party to this Agreement, and otherwise payable from the Collection Account). If a Responsible Officer of the Trustee,\nCertificate Administrator or Custodian receives actual notice of a termination event under the applicable Outside Servicing Agreement,\nthen the Trustee, Certificate Administrator or Custodian, as applicable, shall notify the Master Servicer (in writing), and the Master\nServicer shall act in accordance with the instructions of (prior to the occurrence of a Control Termination Event) the Controlling Class\nRepresentative in accordance with the applicable Outside Servicing Agreement with respect to such termination event (*provided* that\nthe Master Servicer shall only be required to comply with such instructions if such instructions are in accordance with the applicable\nOutside Servicing Agreement and not inconsistent with this Agreement); *provided* that, if such instructions are not provided within\na reasonable time period (not to exceed ten (10) Business Days or such lesser response time as is afforded under the applicable Outside\nServicing Agreement) or if a Control Termination Event exists or if the Master Servicer is not permitted by the applicable Outside Servicing\nAgreement to follow such instructions, then the Master Servicer shall take such action or inaction (to the extent permitted by the applicable\nOutside Servicing Agreement), as directed in writing by the Holders of the Certificates evidencing at least 25% of the aggregate of all\nVoting Rights (such direction to be sought and communicated to the Master Servicer by the Certificate Administrator) within a reasonable\nperiod of time that does not exceed such response time as is afforded under the applicable Outside Servicing Agreement. Subject to the\nforegoing, during the continuation of any termination event with respect to the related Outside Servicer or Outside Special Servicer under\nthe applicable Outside Servicing Agreement, each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer\nshall have the right (but not the obligation) to take all actions to enforce its rights and remedies and to protect the interests, and\nenforce the rights and remedies, of the Trust (including the institution and prosecution of all judicial, administrative and other proceedings\nand the filings of proofs of claim and debt in connection therewith). The reasonable costs and expenses incurred by the Master Servicer,\nSpecial Servicer, the Certificate Administrator, or the Trustee in connection with such enforcement shall be paid by the Master Servicer\nout of the Collection Account. If the Trustee receives a request (and, if the Master Servicer, the Special Servicer or the Certificate\nAdministrator receives such request, such party shall promptly forward such request to the Trustee) from any party to the applicable Outside\nServicing Agreement for consent to or approval of a modification, waiver or amendment of the applicable Outside Servicing Agreement and/or\nthe related Co-Lender Agreement, or the adoption of any servicing agreement that is the successor to and/or in replacement of the\napplicable Outside Servicing Agreement in effect as of the Closing Date or a change in servicer under the applicable Outside Servicing\nAgreement, then the Trustee is hereby directed to, and the Trustee shall, grant such consent or approval if (a) the Trustee shall have\n\n - 221 - \n\n \n\nreceived a prior Rating Agency Confirmation\nfrom each Rating Agency (payable at the expense of the party making such request for consent or approval to the Trustee, if such requesting\nparty is a Certificateholder, the Uncertificated VRR Interest Owner or a party to this Agreement, and otherwise payable from the Collection\nAccount) with respect to such consent or approval, and (b) unless a Control Termination Event has occurred and is continuing or the\nControlling Class Representative is not permitted to exercise the applicable consent rights under the related Co-Lender Agreement, the\nTrustee shall have obtained the consent of the Controlling Class Representative. The Trustee, the Certificate Administrator and the Master\nServicer (each, a “Notifying Party”) shall each promptly forward all material notices or other communications delivered\nto it in connection with the applicable Outside Servicing Agreement to each other Notifying Party (unless a Notifying Party has actual\nknowledge that such other Notifying Party (i) was copied on such original notice or communication or (ii) actually received such notice\nor communication), the Special Servicer, the Operating Advisor, the Controlling Class Representative (if a Consultation Termination Event\ndoes not exist) and the Depositor and, if such notice or communication is in the nature of a notice or communication that would be required\nto be delivered to the Rule 17g-5 Information Provider (for posting to the Rule 17g-5 Information Provider’s Website\nin accordance with Section 12.13) if the related Outside Serviced Mortgage Loan were a Mortgage Loan that is serviced and\nadministered under this Agreement, to the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5\nInformation Provider’s Website in accordance with Section 12.13); *provided* that, notwithstanding the foregoing,\nthe Special Servicer shall have no obligation to forward any such notice or communication under this provision unless (A) the Special\nServicer is the only addressee of such notice or communication or (B) there is no addressee on such notice or communication. Any obligation\nof the Master Servicer or Special Servicer, as applicable, to provide information and collections to the Trustee, the Certificate Administrator,\nthe Controlling Class Representative, the Uncertificated VRR Interest Owner and the Certificateholders with respect to any Outside Serviced\nMortgage Loan shall be dependent on its receipt of the corresponding information and collections from the related Outside Servicer or\nthe related Outside Special Servicer. Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer\nshall reasonably cooperate with the Master Servicer, the Special Servicer, the Operating Advisor or the Controlling Class Representative,\nin each case as and when applicable, to facilitate the exercise by such party of any consent, approval or consultation rights set forth\nin this Section 3.01 with respect to an Outside Serviced Mortgage Loan; *provided*, *however*, the Trustee, the\nCertificate Administrator, the Master Servicer and the Special Servicer shall have no right or obligation to exercise any consent or consultation\nrights or obtain a Rating Agency Confirmation on behalf of the Controlling Class Representative.\n\n(j)                \nWith respect to each Outside Serviced Mortgage Loan, the parties to this Agreement agree as follows:\n\n(i)                                  Pursuant to the\nrelated Outside Servicing Agreement, the related Outside Servicer or Outside Special Servicer, as applicable, is obligated to make “Servicing\nAdvances” or “Property Advances” and incur “Additional Trust Fund Expenses” (as each such term or any analogous\nterm is defined in the related Outside Servicing Agreement) with respect to such Outside Serviced Mortgage Loan; the Trust shall be responsible\nfor its *pro rata* share (such *pro rata* share and the *pro rata* share of the holder(s) of the related Outside Serviced\nCompanion\n\n - 222 - \n\n \n\nLoan(s) to be determined based on the respective\nprincipal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s)) of any “Nonrecoverable\nServicing Advance” or “Nonrecoverable Property Advances” (and advance interest thereon) and any “Additional Trust\nFund Expenses” (as each such term or any analogous term is defined in the related Outside Servicing Agreement), but only to the\nextent that they relate to servicing and administration of such Outside Serviced Mortgage Loan, including without limitation, any unpaid\n“Special Servicing Fees,” “Liquidation Fees” and “Workout Fees” (as each such term or any analogous\nterm is defined in the related Outside Servicing Agreement) relating to such Outside Serviced Mortgage Loan; and in the event that the\nfunds received with respect to the related Outside Serviced Whole Loan are insufficient to cover “Servicing Advances,” “Property\nAdvances” or “Additional Trust Fund Expenses” (as each such term or any analogous term is defined in the applicable\nOutside Servicing Agreement) relating to the servicing and administration of the related Outside Serviced Whole Loan, (i) the Master\nServicer shall, promptly following notice from the related Outside Servicer, reimburse the related Outside Servicer, the related Outside\nSpecial Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable (such reimbursement, to\nthe extent owed to the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee,\nmay be paid by the Master Servicer to the related Outside Servicer, who shall pay such amounts to the related Outside Special Servicer,\nthe related Outside Certificate Administrator or the related Outside Trustee, as applicable), out of general funds in the Collection Account\nfor the Trust’s *pro rata* share (such *pro rata* share and the *pro rata* share of the holder(s) of the related\nOutside Serviced Companion Loan(s) to be determined based on the respective principal balances of such Outside Serviced Mortgage Loan\nand the related Outside Serviced Companion Loan(s)) of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable\nProperty Advances” and/or “Additional Trust Fund Expenses” (as each such term or any analogous term is defined in the\napplicable Outside Servicing Agreement), and (ii) if the related Outside Servicing Agreement permits the related Outside Servicer,\nthe related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee to reimburse itself\nfrom the related Outside Securitization Trust’s general account, then the parties to this Agreement hereby acknowledge and agree\nthat the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related\nOutside Trustee, as applicable, may do so and the Master Servicer shall be required to, promptly following notice from the related Outside\nServicer, reimburse the related Outside Securitization Trust out of general funds in the Collection Account for the Trust’s *pro\nrata* share (such *pro rata* share and the *pro rata* share of the holder(s) of the related Outside Serviced Companion Loan(s)\nto be determined based on the respective principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced Companion\nLoan(s)) of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable Property Advances” and/or “Additional\nTrust Fund Expenses” (as each such term or any analogous term is defined in the\n\n - 223 - \n\n \n\napplicable Outside Servicing Agreement)\nrelating to the servicing and administration of such Outside Serviced Whole Loan;\n\n(ii)                               With respect\nto each Outside Serviced Mortgage Loan, each of (i) (as and to the same extent the related Outside Securitization Trust established under\nthe related Outside Servicing Agreement is required to indemnify each of the following parties in respect of other mortgage loans in\nthe related Outside Securitization Trust pursuant to the terms of the related Outside Servicing Agreement) the related Outside Servicer,\nthe related Outside Special Servicer, the related Outside Certificate Administrator, the related Outside Trustee, the related Outside\nOperating Advisor and the related Outside Depositor (and any director, officer, employee or agent of any of the foregoing, to the extent\nsuch parties are identified as “Indemnified Parties” in the related Outside Servicing Agreement in respect of other mortgages\nincluded in such Outside Securitization Trust) and (ii) the related Outside Securitization Trust (such parties in clause (i) and\nthe related Outside Securitization Trust, collectively, the “Pari Passu Indemnified Parties”) shall be indemnified\nagainst any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,\nfees and expenses incurred in connection with the servicing and administration of such Outside Serviced Mortgage Loan and the related\nMortgaged Property (or, with respect to the related Outside Operating Advisor, incurred in connection with the provision of services\nfor such Outside Serviced Mortgage Loan) under the applicable Outside Servicing Agreement (collectively, the “Pari Passu Indemnified\nItems”) to the extent of the Trust’s *pro rata* share (such *pro rata* share and the *pro rata* share\nof the holder(s) of the related Outside Serviced Companion Loan(s) to be determined based on the respective principal balances of such\nOutside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s)) of such Pari Passu Indemnified Items, and to the extent\namounts on deposit in the “Serviced Whole Loan Collection Account”, “Serviced Pari Passu Companion Loan Custodial Account”,\n“Whole Loan Custodial Account” or “Whole Loan Custodial Account” (as each such term or any analogous term is\ndefined in the applicable Outside Servicing Agreement), as applicable, maintained pursuant to the related Outside Servicing Agreement\nthat are allocated to the Outside Serviced Mortgage Loan are insufficient for reimbursement of such amounts, such Indemnified Party shall\nbe entitled to be reimbursed by the Trust (including out of general collections in the Collection Account) for the Trust’s *pro\nrata* share of the insufficiency;\n\n(iii)                            To the extent\nnot otherwise expressly included herein, any provisions required to be included herein pursuant to any Co-Lender Agreement for an\nOutside Serviced Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as\nif set forth herein in full. In the event of any inconsistency between the provisions of this Agreement and any Outside Serviced Co-Lender\nAgreement, such Outside Serviced Co-Lender Agreement shall prevail, *provided* that in no event shall the Master Servicer or\nthe Special Servicer, as the case may be, take any action or omit to take any action in accordance with the terms of any Outside Serviced\nCo-Lender Agreement, that\n\n - 224 - \n\n \n\nwould cause the Master Servicer or the\nSpecial Servicer, as the case may be, to violate the Servicing Standard or REMIC Provisions; and\n\n(iv)                           Each Outside\nServicer, each Outside Special Servicer, each Outside Certificate Administrator, each Outside Trustee, each Outside Operating Advisor\nand each Outside Securitization Trust shall be third party beneficiaries of this Section 3.01(j).\n\n(k)              \nTo the extent required under any Loan Documents, the Master Servicer shall, on behalf of the related lender, maintain a Note register\nfor the related Mortgage Loan in accordance with such Loan Documents.\n\n(l)                \nIn order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,\nincluding those relating to the funding of terrorist activities and money laundering (for the purposes of this clause (l), “Applicable\nLaws”), the Master Servicer may be required to obtain, verify and record certain information relating to individuals and entities\nwhich maintain a business relationship with the Master Servicer. Accordingly, each of the parties hereto agrees to provide to the Master\nServicer, upon its reasonable request, from time to time such identifying information and documentation as may be readily available to\nsuch party in order to enable the Master Servicer to comply with Applicable Laws; *provided* that the Master Servicer shall be responsible\nfor all reasonable actual out-of-pocket expenses incurred by such party in connection therewith.\n\nSection 3.02                \nLiability of the Master Servicer and the Special Servicer. Notwithstanding any Sub-Servicing Agreement or primary servicing\nagreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or the Special Servicer,\nas applicable, and any Person acting as Sub-Servicer (or its agents or subcontractors) or any reference to actions taken through any\nPerson acting as Sub-Servicer or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain obligated and\nprimarily liable to the Trustee, the Certificate Administrator, the Trust Certificateholders, the Uncertificated Interest Owners and any\nServiced Companion Loan Holder for the servicing and administering of the Mortgage Loans (other than the Outside Serviced Mortgage Loans)\nand the Serviced Companion Loan(s) in accordance with the provisions of this Agreement without diminution of such obligation or liability\nby virtue of such Sub-Servicing Agreements, primary servicing agreements or arrangements or by virtue of indemnification from any\nPerson acting as Sub-Servicer (or its agents or subcontractors) to the same extent and under the same terms and conditions as if the\nMaster Servicer or the Special Servicer, as applicable, alone were servicing and administering the Mortgage Loans (other than the Outside\nServiced Mortgage Loans) and the Serviced Companion Loans. The Master Servicer or the Special Servicer, as applicable, shall be entitled\nto enter into an agreement with any Sub-Servicer providing for indemnification of the Master Servicer or the Special Servicer, as\napplicable, by such Sub-Servicer, and nothing contained in this Agreement shall be deemed to\n\n - 225 - \n\n \n\nlimit or modify such indemnification, but no\nsuch agreement for indemnification shall be deemed to limit or modify this Agreement.\n\nSection 3.03                \nCollection of Certain Mortgage Loan Payments.\n\n(a)               \nThe Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced\nLoans), as applicable, shall use reasonable efforts in accordance with the Servicing Standard to collect all payments called for under\nthe terms and provisions of the Serviced Loans it is obligated to service hereunder, and shall follow the Servicing Standard with respect\nto such collection procedures; *provided* that, with respect to any ARD Loan, so long as the related Mortgagor is in compliance with\neach provision of the related Loan Documents, the Master Servicer and the Special Servicer shall not take any enforcement action with\nrespect to the failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until the\nMaturity Date of any ARD Loan or until the outstanding principal balance of such ARD Loan (exclusive of any portion representing accrued\nExcess Interest) has been paid in full); *provided*, *further*, that, with respect to any ARD Loan, the Master Servicer or Special\nServicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance\nwith the terms of the Loan Documents. For clarification, no obligation of the Master Servicer or the Special Servicer to use reasonable\nefforts to collect fees from the related Mortgagor will change the obligation of the Master Servicer to pay such fees from general collections\nor other proceeds in accordance with Section 3.06(a) and Section 3.06A(a) of this Agreement, whether or not such\nSpecial Servicing Fees, Workout Fees or Liquidation Fees are collected from or paid by the related Mortgagor. The Master Servicer, with\nrespect to the Performing Serviced Loans, and the Special Servicer, with respect to the Specially Serviced Loans, shall use its reasonable\nefforts to collect income statements, rent rolls and other reporting information from Mortgagors (as required under the related Loan Documents).\nConsistent with the foregoing, the Master Servicer (with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially\nServiced Loans), as applicable, may in its discretion waive any Penalty Charges in connection with any delinquent Monthly Payment with\nrespect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan) or Serviced Companion Loan. In addition, the Master Servicer\nshall be entitled to take such actions with respect to the collection of payments on the Mortgage Loans (other than the Outside Serviced\nMortgage Loans) and the Serviced Companion Loan as are permitted or required under Section 3.21 of this Agreement. Furthermore,\nwith respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan), if the related Loan Documents provide for the annual\nor quarterly testing of financial conditions of the related Mortgagor and/or Mortgaged Properties (e.g., debt yield tests, debt service\ncoverage ratio tests and/or loan-to-value ratio tests) in connection with cash-management triggers or the commencement of\nadditional required escrow payments, the Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect\nto Specially Serviced Loans), as applicable (only to the extent the related information required for such testing is to be delivered to\nthe Master Servicer and/or the Special Servicer, as applicable, pursuant to the related Loan Documents and is actually delivered to the\nMaster Servicer and/or the Special Servicer, as applicable), shall use reasonable efforts to conduct such financial testing within the\ntimeframes contemplated by\n\n - 226 - \n\n \n\nsuch Loan Documents, if any. Furthermore,\nin accordance with this Section 3.03(a), with respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan),\nthe Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as\napplicable, shall use reasonable efforts to collect financial statements from the related Mortgagor for the periods set forth in the related\nLoan Documents (e.g., and as applicable, for the entire fiscal year where annual reporting is required).\n\n(b)              \nIf the Master Servicer receives Excess Interest directly from the related Mortgagor or through the Special Servicer, which Excess\nInterest was collected during the Collection Period for any Distribution Date, or receives notice from the related Mortgagor that the\nMaster Servicer will be receiving Excess Interest during the Collection Period for any Distribution Date, then the Master Servicer shall\nnotify the Certificate Administrator no later than two Business Days prior to such Distribution Date by means of a clearly labeled item\nin the CREFC® Loan Periodic Update File. None of the Master Servicer, the Special Servicer, the Certificate Administrator\nor the Trustee shall be responsible for any failure of the related Mortgagor to pay any such Excess Interest. The preceding statements\nshall not, however, be construed to limit the provisions of Section 3.03(a) of this Agreement.\n\n(c)               \nWith respect to each Outside Serviced Mortgage Loan, the Certificate Administrator shall deliver to the related Outside Trustee,\nthe related Outside Certificate Administrator, the related Outside Special Servicer, the related Outside Servicer and the related Outside\nOperating Advisor promptly following the Closing Date (or, in the case of each Servicing Shift Mortgage Loan, promptly upon the related\nServicing Shift Date and, in the case of each Outside Serviced Servicing Shift Mortgage Loan, both promptly following the Closing Date\nand promptly upon the related Controlling Pari Passu Companion Loan Securitization Date), written notice in the form of Exhibit FF-1,\nExhibit FF-2, Exhibit FF-3, Exhibit FF-4, Exhibit FF-5, Exhibit FF-6 and Exhibit FF-7, as applicable, attached hereto, as applicable, stating that, as of the Closing Date (or the related Servicing Shift Date, as\napplicable), the Trustee is the holder of such Outside Serviced Mortgage Loan and directing each such recipient to remit to the Master\nServicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all\nreports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available\nto, the holder of such Outside Serviced Mortgage Loan under the related Co-Lender Agreement and the applicable Outside Servicing\nAgreement (which notice shall also provide contact information for the Trustee, the Certificate Administrator, the Master Servicer, the\nSpecial Servicer and each party designated to exercise the rights of the “Non-Controlling Note Holder” under the related\nCo-Lender Agreement), accompanied by a copy of an executed version of this Agreement, and (B) notice of any subsequent change\nin the identity of the Master Servicer or any party designated to exercise the rights of the “Non-Controlling Note Holder”\nunder the related Co-Lender Agreement (together with the relevant contact information). Upon request of the Certificate Administrator,\nthe Master Servicer shall provide its wire instructions for inclusion in the written notices referred to in the previous sentence. The\nMaster Servicer shall, within one (1) Business Day of receipt of properly identified funds, deposit into the Collection Account all amounts\nreceived with\n\n - 227 - \n\n \n\nrespect to each Outside Serviced Mortgage\nLoan, the Mortgaged Property related to each Outside Serviced Mortgage Loan or any related REO Property; *provided*, *however*,\nthat to the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall\nuse commercially reasonable efforts to deposit such amounts into the Collection Account within one (1) Business Day of receipt of such\namounts but, in any event, the Master Servicer shall deposit such amounts into the Collection Account within two (2) Business Days of\nreceipt of such amounts.\n\n(d)              \nWith respect to each Outside Serviced Mortgage Loan, if the Master Servicer does not receive from the related Outside Servicer\nany Monthly Payment or other amounts known by the Master Servicer to be owing on such Outside Serviced Mortgage Loan in accordance with\nthe terms of the applicable Outside Servicing Agreement and/or the related Co-Lender Agreement, then the Master Servicer shall provide\nnotice of such failure to the related Outside Servicer and the related Outside Trustee.\n\nSection 3.04                \nCollection of Taxes, Assessments and Similar Items; Escrow Accounts.\n\n(a)               \nWith respect to each Mortgaged Property securing a Serviced Loan, the Master Servicer shall maintain accurate records with respect\nto each related Mortgaged Property reflecting the status of taxes, assessments, ground rents and other similar items that are or may become\na lien on the related Mortgaged Property and the status of insurance premiums payable with respect thereto. From time to time, to the\nextent such payments are to be made from escrowed funds, the Master Servicer shall (i) obtain all bills for the payment of such items\n(including renewal premiums), and (ii) effect payment of all such bills with respect to such Mortgaged Properties prior to the applicable\npenalty or termination date, in each case employing for such purpose Escrow Payments as allowed under the terms of the related Serviced\nLoan. With respect to non-escrowed payments, when the Master Servicer becomes aware in accordance with the Servicing Standard that\na Mortgagor (other than with respect to the Outside Serviced Mortgage Loan) has failed to make any such payment or, with respect\nto escrowed loans, collections from the Mortgagor are insufficient to pay any such item before the applicable penalty or termination date,\nthe Master Servicer shall advance the amount of any shortfall as a Property Advance unless the Master Servicer determines in accordance\nwith the Servicing Standard that such Advance would be a Nonrecoverable Advance. Notwithstanding anything in this Agreement to the contrary,\nthe Master Servicer may in accordance with the Servicing Standard elect (but is not required) to make (and in the case of a Specially\nServiced Loan, at the direction of the Special Servicer will be required to make) a payment from amounts on deposit in the Collection\nAccount that would otherwise be a Property Advance with respect to a Serviced Trust Loan notwithstanding that the Master Servicer or the\nSpecial Servicer has determined that such a Property Advance would, if advanced, be a Nonrecoverable Property Advance, if making the payment\n(x) would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event\nthat would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related Trust Loan, or\n(y) would remediate any adverse environmental condition or circumstance at the related Mortgaged Property, if, in each instance,\nthe Master Servicer or the Special Servicer, as applicable, determines in accordance with the\n\n - 228 - \n\n \n\nServicing Standard that making the payment\nis in the best interest of the Trust Certificateholders, the Uncertificated Interest Owners and any related Serviced Companion Loan Holder(s)\n(as a collective whole as if the Trust Certificateholders, the Uncertificated Interest Owners and such Serviced Companion Loan Holder(s)\nconstituted a single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of the related Subordinate\nCompanion Loan(s))). If the Special Servicer makes such a determination, it shall notify the Master Servicer and the Master Servicer shall\nmake such payment from the Collection Account. No costs incurred by the Master Servicer in effecting the payment of taxes and assessments\non the Mortgaged Properties shall, for the purpose of calculating distributions to Trust Certificateholders and the Uncertificated Interest\nOwners, be added to the amount owing under the related Trust Loans, notwithstanding that the terms of such Trust Loans so permit.\n\n(b)              \nThe Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan or Serviced Whole Loan\nconstituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more\nsegregated custodial accounts (each, an “Escrow Account”) into which all Escrow Payments shall be deposited within\ntwo (2) Business Days after receipt of properly identified funds. The Master Servicer shall also deposit into each applicable Escrow Account\nany amounts representing losses on Permitted Investments to the extent required by Section 3.07(b) of this Agreement and any\nInsurance Proceeds or Condemnation Proceeds which are required to be applied to the restoration or repair of any Mortgaged Property pursuant\nto the related Loan Documents. Escrow Accounts shall be Eligible Accounts (except to the extent the related Loan Documents require or\npermit it to be held in an account that is not an Eligible Account) in accordance with the terms of the related Loan Documents) and (subject\nto any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled, “Trimont LLC, as Master Servicer,\non behalf of Wilmington Savings Fund Society, FSB, as Trustee for the benefit of the registered Holders of Benchmark 2026-V22 Mortgage\nTrust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, the Uncertificated Interest Owners, the Serviced Companion\nLoan Holders, and Various Mortgagors.” Withdrawals from an Escrow Account may be made by the Master Servicer only:\n\n(i)                                  to effect timely\npayments of items constituting Escrow Payments for the related Loan Documents and in accordance with the terms of the related Mortgage\nLoan or Serviced Whole Loan, as applicable;\n\n(ii)                               to transfer funds\nto the Collection Account and/or the applicable Whole Loan Custodial Account to reimburse the Master Servicer, the Special Servicer or\nthe Trustee, as applicable, for any Property Advance (with interest thereon at the Advance Rate) relating to Escrow Payments, but only\nfrom amounts received with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable, which represent late collections\nof Escrow Payments thereunder;\n\n(iii)                            for application\nto the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan or Serviced Whole Loan, as\napplicable, and the Servicing Standard;\n\n - 229 - \n\n \n\n(iv)                           to clear and\nterminate such Escrow Account upon the termination of this Agreement;\n\n(v)                              to pay from time\nto time to the related Mortgagor (a) any interest or investment income earned on funds deposited in the Escrow Account if such\nincome is required to be paid to the related Mortgagor under law or by the terms of the Mortgage Loan or Serviced Whole Loan, as applicable,\nor otherwise to the Master Servicer and (b) any other funds required to be released to the related Mortgagors pursuant to the\nrelated Loan Documents; and\n\n(vi)                           to remove any\nfunds deposited in an Escrow Account that were not required to be deposited therein.\n\n(c)               \nIn the event any Loan Documents permit the lender, at the discretion of the lender, to use letters of credit and/or cash reserves\nto prepay the related Trust Loan prior to the Maturity Date and in the absence of an event of default or acceleration of the Trust Loan,\nthen the Master Servicer shall hold such amounts in an Escrow Account for so long as the Loan Documents permit such discretion.\n\n(d)              \nUnless required by the related Loan Documents, neither the Master Servicer nor the Special Servicer shall apply any earnout escrows\nor reserves established with respect to any Trust Loan as a prepayment of such Trust Loan if no event of default has occurred under such\nTrust Loan.\n\n(e)               \nTo the extent that (i) an operations and maintenance plan is required to be established and executed pursuant to the terms\nof a Serviced Loan, or (ii) any repairs, capital improvements, actions or remediations are required to have been taken or completed\npursuant to the terms of the Serviced Loan, the Master Servicer shall determine in accordance with the Servicing Standard (which determination\nmay be made on the basis of inquiry to the Mortgagor and this sentence shall in no event be construed to require a physical inspection\nother than inspections described in Section 3.18 of this Agreement; *provided* that all deliveries required to be made\nto Master Servicer under the related Loan Documents of supporting documentation have been made; then the Master Servicer shall report\nthe then current status as a failure) whether the related Mortgagor has failed to perform such obligations under the related Mortgage\nLoan or Serviced Whole Loan as of the date required under the related Mortgage Loan or Serviced Whole Loan and report any such failure\nto the Special Servicer, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination\nEvent, the Controlling Class Representative within a reasonable time after the date as of which such actions or remediations are required\nto be or to have been taken or completed.\n\nSection 3.05                \nCollection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution\nAccount.\n\n(a)               \nThe Master Servicer shall establish and maintain the Collection Account in the Master Servicer’s name on behalf of the Trustee,\nfor the benefit of the Trust Certificateholders, the Uncertificated Interest Owners and the Trustee as the Holder of the\n\n - 230 - \n\n \n\nLower-Tier Regular Interests, the\nMortgage Loan REMIC Regular Interests and the Trust Subordinate Companion Loan REMIC Regular Interests. The Collection Account shall be\nestablished and maintained as an Eligible Account. Amounts attributable to the Mortgage Loans (other than the Excess Interest) will be\nassets of the Lower-Tier REMIC (or the related Mortgage Loan REMIC, as applicable). As and when required under this Agreement, the Master\nServicer shall transfer to the Collection Account any amounts to be transferred thereto from a Whole Loan Custodial Account as contemplated\nby Section 3.06A(a)(i) of this Agreement, and the Master Servicer shall deposit in the Collection Account any amounts required\nto be deposited therein pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted\nInvestments with respect to funds held in the Collection Account. In addition, the Master Servicer shall deposit or cause to be deposited\nin the Collection Account, within one (1) Business Day following receipt of properly identified funds, (x) any and all Initial Month’s\nInterest Deposit Amounts received from the Mortgage Loan Sellers, (y) all Net Liquidation Proceeds received on or with respect to\na Trust Loan related to a Serviced Whole Loan in connection with any of the events described in clauses (iii) and (iv) of the first\nsentence of the definition of “Liquidation Event” in this Agreement, and (z) without duplication, the following payments\nand collections received or made by it on or with respect to the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole\nLoan):\n\n(i)                                  all payments on\naccount of principal on such Mortgage Loans, including Principal Prepayments and the principal component of Insurance Proceeds, Condemnation\nProceeds and Liquidation Proceeds;\n\n(ii)                               all payments\non account of interest on such Mortgage Loans (including Excess Interest);\n\n(iii)                            all Yield Maintenance\nCharges on such Mortgage Loans;\n\n(iv)                           all amounts with\nrespect to any related REO Property transferred to the Collection Account, or to the Master Servicer for deposit in the Collection Account,\nfrom an REO Account pursuant to Section 3.16(b) of this Agreement;\n\n(v)                              all Net Insurance\nProceeds, Net Condemnation and Net Liquidation Proceeds with respect to such Mortgage Loans;\n\n(vi)                           any amounts received\nfrom Mortgagors under such Mortgage Loans that represent (A) recoveries of Property Protection Expenses, (B) any recovery\nof Unliquidated Advances with respect to such Mortgage Loans, or (C) any other reimbursements in accordance with the related Loan Documents,\nin each case to the extent not permitted to be retained by the Master Servicer as provided herein;\n\n(vii)                        any Loss of\nValue Payments, as set forth in Section 3.06(c) of this Agreement; and\n\n(viii)                     any other amounts\nrequired by the provisions of this Agreement to be deposited into the Collection Account by the Master Servicer or Special\n\n - 231 - \n\n \n\nServicer, including pursuant to Section 2.03\nand Section 3.03(c) of this Agreement; *provided*, *however*, that to the extent any amounts referred to in clauses (x)\nor (y) above of this Section 3.05(a) are received after 2:00 p.m. Eastern time on any given Business Day, the\nMaster Servicer shall use commercially reasonable efforts to deposit such amounts into the Collection Account within one (1) Business\nDay of receipt thereof but, in any event, the Master Servicer shall deposit such amounts into the Collection Account within two (2) Business\nDays of receipt thereof.\n\nThe foregoing requirements\nfor deposits in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the\nforegoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance fees,\nreview fees and other amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation\nneed not be deposited in the Collection Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted\nby applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent\nFees, Assumption Fees, assumption application fees, defeasance fees, review fees and/or amounts that constitute other Additional Servicing\nCompensation or other Additional Special Servicing Compensation received with respect to such Mortgage Loans in accordance with Section 3.12\nof this Agreement; *provided* that if the Master Servicer or the Special Servicer, as applicable, receives any such Ancillary Fees,\nConsent Fees, Assumption Fees, assumption application fees, defeasance fees and/or amounts that constitute other Additional Servicing\nCompensation or other Additional Special Servicing Compensation in excess of the percentage of such fees to which it is entitled pursuant\nto Section 3.12(a) (in the case of the Master Servicer) or Section 3.12(c) (in the case of the Special Servicer),\nthen it shall remit to the other party (i.e. the Special Servicer (if Master Servicer has received the excess percentage of such fees)\nor the Master Servicer (if Special Servicer has received the excess percentage of such fees), as applicable) the percentage of such fees\nto which such other party is entitled pursuant to Section 3.12(a) or Section 3.12(c), as applicable. To the extent\nthat any Penalty Charges or Modification Fees received by the Master Servicer or the Special Servicer, as applicable, with respect to\nany Mortgage Loan constitute servicing compensation pursuant to Section 3.14(a)(iv) of this Agreement, the Master Servicer\nand the Special Servicer shall not deposit such fees into the Collection Account and shall instead apply such fees in accordance with\nSection 3.14(a)(iv) of this Agreement. In the event that the Master Servicer deposits in the Collection Account any amount\nnot required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the\ncontrary notwithstanding. The Master Servicer shall give written notice to the Certificate Administrator of the location and account number\nof the Collection Account and shall notify the Certificate Administrator in writing of any subsequent change thereof.\n\nUpon receipt of any of the\namounts described in clauses (i) through (vi) and (viii) of the last sentence of the second preceding paragraph with respect to a\nMortgage Loan (other than a Mortgage Loan related to a Serviced Whole Loan), the Special Servicer shall promptly, but in no event later\nthan one (1) Business Day after receipt of properly identified funds, remit such amounts to the Master Servicer for deposit into the Collection\nAccount in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard,\nthat a particular item should not be deposited because of a restrictive endorsement or other appropriate reason; *provided*, *however*,\nthat to the extent any amounts described in clauses\n\n - 232 - \n\n \n\n(i) through (vi) and (viii) of the last sentence\nof the second preceding paragraph are received after 2:00 p.m. Eastern time on any given Business Day, the Special Servicer shall use\ncommercially reasonable efforts to remit such amounts to the Master Servicer within one (1) Business Day of receipt of properly identified\nfunds but, in any event, the Special Servicer shall remit such amounts to the Master Servicer within two (2) Business Days of receipt\nof properly identified funds. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer\nshall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard,\nthat a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such\namounts received by the Special Servicer with respect to an REO Property that relates to any Mortgage Loan (other than a Mortgage Loan\nrelated to a Serviced Whole Loan) shall initially be deposited by the Special Servicer into the related REO Account (or, at the option\nof the Special Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter remitted to the Master\nServicer for deposit into the Collection Account, all in accordance with Section 3.16 of this Agreement.\n\n(b)              \nThe Certificate Administrator shall establish and maintain the Lower-Tier REMIC Distribution Account and the Upper-Tier\nREMIC Distribution Account in the name of the Certificate Administrator on behalf of the Trustee, for the benefit of the Trust Certificateholders\nand the Uncertificated Interest Owners. The Certificate Administrator shall establish and maintain each Trust Subordinate Companion Loan\nREMIC Distribution Account in the name of the Certificate Administrator on behalf of the Trustee, for the benefit of the Holders of the\nrelated Loan-Specific Certificates and any related Loan-Specific Uncertificated Interest Owners. Each of the foregoing accounts shall\nbe non-interest bearing and shall be established and maintained as Eligible Accounts or as sub-accounts of a single Eligible Account.\nWith respect to each Distribution Date, on or before such Distribution Date, the Certificate Administrator shall be deemed to make or\nshall make the withdrawals from the Lower-Tier REMIC Distribution Account and the Trust Subordinate Companion Loan REMIC Distribution\nAccount(s) as set forth in Section 4.01 of this Agreement, shall be deemed to make the deposits into the Lower-Tier REMIC\nDistribution Account, the Upper-Tier REMIC Distribution Account and the Trust Subordinate Companion Loan REMIC Distribution Account(s)\nas set forth in Section 4.01 hereof, and shall cause the Available Funds (including P&I Advances) and Yield Maintenance\nCharges to be distributed in respect of the applicable Certificates and Uncertificated VRR Interest, pursuant to Section 4.01\nhereof on such date.\n\n(c)               \nThe Certificate Administrator shall establish (upon receipt of written notice that an event that generates Excess Liquidation Proceeds\nhas occurred) and maintain the Excess Liquidation Proceeds Reserve Account in the name of the Certificate Administrator on behalf of the\nTrustee for the benefit of the Certificateholders and the Uncertificated VRR Interest Owner. The Excess Liquidation Proceeds Reserve Account\nshall be non-interest bearing and shall be maintained separate and apart from trust funds for mortgage pass-through certificates\nof other series administered by the Certificate Administrator and other accounts of the Certificate Administrator.\n\nUpon the disposition of any\nREO Property in accordance with Section 3.17 of this Agreement, the Special Servicer shall calculate the Excess Liquidation Proceeds,\nif any, realized\n\n - 233 - \n\n \n\nin connection with such sale. The Special Servicer\nshall withdraw from each applicable REO Account and remit to the Master Servicer for deposit into the Collection Account on a monthly\nbasis prior to the related Master Servicer Remittance Date (within 2 Business Days after such amounts are received and properly identified)\nthe Excess Liquidation Proceeds received or collected from each REO Property during the related Collection Period, along with a notation\nof the amount of such Excess Liquidation Proceeds in the CREFC® REO Liquidation Report. On the related Master Servicer\nRemittance Date, the Master Servicer shall remit the Excess Liquidation Proceeds received from the Special Servicer pursuant to the immediately\npreceding sentence to the Certificate Administrator for deposit in the Excess Liquidation Proceeds Reserve Account. Amounts held in the\nExcess Liquidation Proceeds Reserve Account on each Distribution Date that exceed amounts reasonably anticipated to be required to offset\npossible future Realized Losses and other shortfalls in payments on the Regular Certificates and the Uncertificated VRR Interest, as determined\nby the Special Servicer, and all amounts held in the Excess Liquidation Proceeds Reserve Account on the final Distribution Date, in each\ncase after application in accordance with the first two sentences of Section 4.01(e) of this Agreement, shall be distributed to\nthe Holders of the Class R Certificates in respect of the Lower-Tier Residual Interest.\n\n(d)              \nPrior to the Master Servicer Remittance Date immediately following the end of the first Collection Period during which Excess Interest\nis received on any ARD Loan, and upon notification from the Master Servicer pursuant to Section 3.03(b) of this Agreement,\nthe Certificate Administrator shall establish and maintain the Excess Interest Distribution Account in the name of the Certificate Administrator\non behalf of the Trustee, for the benefit of the Holders of the Excess Interest Certificates and the Excess Interest Uncertificated Interests.\nThe Excess Interest Distribution Account shall be non-interest bearing and shall be established and maintained as an Eligible Account\n(or as a subaccount of an Eligible Account). With respect to each Distribution Date, the Master Servicer shall withdraw from the Collection\nAccount and remit to the Certificate Administrator on the applicable Master Servicer Remittance Date for deposit in the Excess Interest\nDistribution Account an amount equal to the Excess Interest received during the applicable Collection Period.\n\nThe Certificate Administrator\nshall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the extent required to make the distributions\nof Excess Interest required by Section 4.01(k) of this Agreement.\n\nFollowing the distribution\nof Excess Interest to the Holders of the Excess Interest Certificates and the Excess Interest Uncertificated Interests on the first Distribution\nDate after which there are no longer any ARD Loans outstanding, the Certificate Administrator may terminate the Excess Interest Distribution\nAccount.\n\n(e)               \nNotwithstanding anything to the contrary herein, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution\nAccount, the Mortgage Loan REMIC Residual Distribution Account, the Trust Subordinate Companion Loan REMIC Distribution Account(s), the\nExcess Interest Distribution Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account may all be sub-accounts\nof a single Eligible Account; *provided* that each of them shall be treated as a separate account for purposes of deposits and withdrawals\nunder this Agreement.\n\n - 234 - \n\n \n\n(f)               \nAmounts deposited into and withdrawn from the Collection Account in respect of any Loan REMIC Held Mortgage Loan shall be deemed\nto be distributed in respect of the related Mortgage Loan REMIC Regular Interest and Mortgage Loan REMIC Residual Interest in accordance\nwith the related REMIC Declaration. Amounts deemed distributed in respect of a Mortgage Loan REMIC Regular Interest shall be deposited\nin the Lower-Tier Distribution Account, and amounts deemed distributed in respect of a Mortgage Loan REMIC Residual Interest shall be\ndeposited into the Mortgage Loan REMIC Residual Distribution Account to be distributed to the Class R Certificates as set forth in Section\n4.01(o) or the Excess Liquidation Proceeds Reserve Account, as applicable.\n\nThe Certificate Administrator\nshall establish and maintain the Mortgage Loan REMIC Residual Distribution Account in the name of the Certificate Administrator, in trust\nfor the benefit of the Holders of the Class R Certificates. The Mortgage Loan REMIC Residual Distribution Account shall be established\nand maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable Distribution Date, the Master\nServicer shall withdraw from the Collection Account and remit to the Certificate Administrator on the applicable Master Servicer Remittance\nDate for deposit in the Mortgage Loan REMIC Residual Distribution Account amounts deemed distributed on the related Mortgage Loan REMIC\nResidual Interest from any Mortgage Loan REMIC pursuant to the related REMIC Declaration prior to the Determination Date for the applicable\nCollection Period.\n\nThe Certificate Administrator\nshall, on any Distribution Date, make withdrawals from the Mortgage Loan REMIC Residual Distribution Account to the extent required to\nmake the distributions in respect of each Mortgage Loan REMIC Residual Interest required by Section 4.01(o).\n\n(g)              \nIf any Loss of Value Payments are received in connection with a Material Document Defect or Material Breach, as the case may be,\npursuant to or as contemplated by Section 2.03(a) of this Agreement, the Special Servicer shall establish and maintain one\nor more accounts (collectively, the “Loss of Value Reserve Fund”) to be held on behalf of the Trustee for the benefit\nof the Trust Certificateholders and the Uncertificated Interest Owners, for purposes of holding such Loss of Value Payments. Each account\nthat constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. Each of the\nSpecial Servicer and the Master Servicer shall, upon receipt, deposit (or, in the case of the Master Servicer, deliver to the Special\nServicer for deposit) in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Loss of Value Reserve Fund shall\nbe accounted for as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of\nany Trust REMIC. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss\nof Value Reserve Fund (and any income earned thereon) through the Collection Account to the Trust Certificateholders and the Uncertificated\nInterest Owners (or, in the case of any income earned on the Loss of Value Reserve Fund and paid to the Special Servicer as additional\ncompensation) as damages paid to and distributed by the Trust REMICs on account of a breach of a representation or warranty by the related\nMortgage Loan Seller and (ii) treat any amounts paid out of the Loss of Value Reserve Fund to a Mortgage Loan Seller as distributions\nby the Trust Fund to such\n\n - 235 - \n\n \n\nMortgage Loan Seller as beneficial owner\nof the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the related account in the Loss\nof Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.\n\n(h)              \nFor the avoidance of doubt, the Lower-Tier REMIC Distribution Account, the Excess Liquidation Proceeds Reserve Account, and\nthe related portion of the Interest Reserve Account (including interest, if any, earned on the investment of funds in such accounts) will\nbe owned by the Lower-Tier REMIC, the Excess Interest Distribution Account will be owned by the Grantor Trust, the Upper-Tier\nREMIC Distribution Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Upper-Tier\nREMIC, and each Trust Subordinate Companion Loan REMIC Distribution Account and the related portion of the Interest Reserve Account (including\ninterest, if any, earned on the investment of funds in such accounts) will be owned by the applicable Trust Subordinate Companion Loan\nREMIC, each for federal income tax purposes.\n\nSection 3.05A Whole\nLoan Custodial Account.\n\n(a)               \nThe Master Servicer shall establish and maintain, with respect to each Serviced Whole Loan (if any), one or more separate accounts,\nwhich may be sub-accounts of a single account (with respect to each Serviced Whole Loan, the “Whole Loan Custodial Account”)\nin which the amounts described in clauses (i) through (viii) below shall be deposited and held in the name of the Master Servicer\non behalf of the Trustee for the benefit of the Trust Certificateholders, the Uncertificated Interest Owners and the related Serviced\nCompanion Loan Holder(s), as their interests may appear; *provided* that a Whole Loan Custodial Account may be a sub-account\nof the Collection Account or another Whole Loan Custodial Account (but shall be deemed to be a separate account for purposes of applying\nthe terms of this Agreement). Each of the Whole Loan Custodial Accounts shall be an Eligible Account or a subaccount of an Eligible Account.\nThe Master Servicer shall deposit or cause to be deposited in each Whole Loan Custodial Account, within one Business Day following receipt\nof properly identified funds (or, in the case of payments by the Master Servicer, when otherwise required to be so deposited under this\nAgreement), the following payments and collections received or made by it on or with respect to the related Serviced Whole Loan:\n\n(i)                                  all payments on\naccount of principal on the related Serviced Whole Loan, including Principal Prepayments and the principal component of Insurance Proceeds,\nCondemnation Proceeds and Liquidation Proceeds;\n\n(ii)                               all payments\non account of interest on the related Serviced Whole Loan;\n\n(iii)                            all Yield Maintenance\nCharges on the related Serviced Whole Loan;\n\n - 236 - \n\n \n\n(iv)                           any amounts required\nto be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted Investments\nwith respect to funds held in such Whole Loan Custodial Account;\n\n(v)                              all amounts with\nrespect to any REO Property acquired in respect of the related Serviced Whole Loan transferred to such Whole Loan Custodial Account,\nor the Master Servicer for deposit in such Whole Loan Custodial Account, from the related REO Account pursuant to Section 3.16(b)\nof this Agreement;\n\n(vi)                           all Net Condemnation\nProceeds, Net Insurance Proceeds and Net Liquidation Proceeds with respect to the related Serviced Whole Loan (other than any Net Liquidation\nProceeds received on or in respect of the related Trust Loan in connection with any of the events described in clauses (iii) and\n(iv) of the first sentence of the definition of “Liquidation Event” in this Agreement);\n\n(vii)                        any amounts\nreceived from the Mortgagor under the related Serviced Whole Loan that represent (A) recoveries of Property Protection Expenses, or (B)\nany other reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted to be retained by the\nMaster Servicer as provided herein; and\n\n(viii)                     any other amounts\nrequired by the provisions of this Agreement to be deposited into such Whole Loan Custodial Account by the Master Servicer or Special\nServicer, including any recovery of any Unliquidated Advances;\n\n*provided*, *however*, that to the\nextent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially\nreasonable efforts to deposit such amounts into the related Whole Loan Custodial Account within one (1) Business Day of receipt\nthereof but, in any event, the Master Servicer shall deposit such amounts into the related Whole Loan Custodial Account within two (2)\nBusiness Days of receipt thereof.\n\n(b)              \nThe foregoing requirements for deposits in each Whole Loan Custodial Account shall be exclusive, it being understood and agreed\nthat, without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees,\nassumption application fees, defeasance fees, review fees and other amounts that constitute other Additional Servicing Compensation or\nother Additional Special Servicing Compensation need not be deposited in such Whole Loan Custodial Account by the Master Servicer or the\nSpecial Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable,\nshall be entitled to retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance fees, review\nfees and/or other amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation received\nwith respect to the Serviced Whole Loans in accordance with Section 3.12 of this Agreement; *provided* that if the Master\nServicer or the Special Servicer, as applicable, receives any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application\nfees, defeasance fees and/or amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation\n\n - 237 - \n\n \n\nin excess of the percentage of such fees\nto which it is entitled pursuant to Section 3.12(a) (in the case of the Master Servicer) or Section 3.12(c) (in\nthe case of the Special Servicer), then it shall remit to the other party (i.e. the Special Servicer (if Master Servicer has received\nthe excess percentage of such fees) or the Master Servicer (if Special Servicer has received the excess percentage of such fees), as applicable)\nthe percentage of such fees to which such other party is entitled pursuant to Section 3.12(a) or Section 3.12(c),\nas applicable. The Master Servicer and the Special Servicer shall not deposit any Modification Fees received by the Master Servicer or\nthe Special Servicer, as applicable, with respect to any Serviced Whole Loan into the related Whole Loan Custodial Account and shall instead\napply such fees (except to the extent not permitted under the related Co-Lender Agreement) in accordance with Section 3.14\nof this Agreement. In the event that the Master Servicer deposits in a Whole Loan Custodial Account any amount not required to be deposited\ntherein, it may at any time withdraw such amount from such Whole Loan Custodial Account, any provision herein to the contrary notwithstanding.\nThe Master Servicer shall give written notice to the Certificate Administrator of the location and account number of each Whole Loan Custodial\nAccount and shall notify the Certificate Administrator in writing of any subsequent change thereof. Each Whole Loan Custodial Account\nshall be maintained as a segregated account (or sub-account of such segregated account), separate and apart from trust funds created\nfor mortgage-backed securities of other series and the other accounts of the Master Servicer.\n\n(c)               \nUpon receipt of any of the amounts described in clauses (i) through (viii) of Section 3.05A(a) with\nrespect to a Serviced Whole Loan, the Special Servicer shall promptly, but in no event later than one (1) Business Day after receipt of\nproperly identified funds, remit such amounts to the Master Servicer for deposit into the Whole Loan Custodial Account in accordance with\nSection 3.05A(a), unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should\nnot be deposited because of a restrictive endorsement or other appropriate reason; *provided*, *however*, that to the extent\nany amounts described in clauses (i) through (viii) of Section 3.05A(a) are received after 2:00 p.m. Eastern time\non any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit such amounts to the Master Servicer\nwithin one (1) Business Day of receipt of properly identified funds but, in any event, the Special Servicer shall remit such amounts to\nthe Master Servicer within two (2) Business Days of receipt of properly identified funds. With respect to any such amounts paid by check\nto the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special\nServicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive\nendorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates\nto a Serviced Whole Loan shall initially be deposited by the Special Servicer into the related REO Account (or, at the option of the Special\nServicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer\nfor deposit into the related Whole Loan Custodial Account, all in accordance with Section 3.17 of this Agreement.\n\n - 238 - \n\n \n\nSection 3.06                \nPermitted Withdrawals From the Collection Account.\n\n(a)               \nThe Master Servicer may make withdrawals from the Collection Account only as described below (the order set forth below not constituting\nan order of priority for such withdrawals), subject to the application of Penalty Charges and Modification Fees in accordance with the\nrelated Co-Lender Agreement and Section 3.14 of this Agreement:\n\n(i)                                  to remit on or\nbefore each Master Servicer Remittance Date to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account\nin respect of the Mortgage Loans (or the related Trust Subordinate Companion Loan REMIC Distribution Account in respect of a Trust Subordinate\nCompanion Loan), the Mortgage Loan REMIC Residual Distribution Account, the Interest Reserve Account, the Excess Interest Distribution\nAccount and the Excess Liquidation Proceeds Reserve Account the amounts required to be deposited in such accounts pursuant to Sections\n3.05(b), 3.05(c), 3.05(d), 3.05(f), 3.23, 4.01(a)(i) and/or Section 4.06(a) of this\nAgreement, as applicable;\n\n(ii)                               to pay or reimburse\nthe Master Servicer, the Special Servicer or the Back-Up Advancing Agent, as applicable (A) for Advances made thereby with respect\nto Mortgage Loans that are not part of a Serviced Whole Loan (other than Workout-Delayed Reimbursement Amounts) and any related Advance\nInterest Amounts (*provided* that the Back-Up Advancing Agency shall have priority with respect to such payment or reimbursement\nof any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any such Person pursuant\nto this clause (ii)(A) being limited to late collections (including cure payments by related Serviced Companion Loan Holders)\nof the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation Proceeds, Net REO Proceeds, Net\nInsurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Mortgage Loan or REO Property respecting which such\nAdvance was made, if applicable (*provided* that (x) prior to the time any Advance is reimbursed, Advance Interest Amounts\nmay be reimbursed solely from Penalty Charges and Modification Fees collected on the related Mortgage Loan, and (y) at the time\nany Advance (other than Workout-Delayed Reimbursement Amounts) is reimbursed, Advance Interest Amounts on such reimbursed Advance shall\nbe payable *first* from Penalty Charges and Modification Fees collected on the related Mortgage Loan, and, to the extent such Penalty\nCharges and Modification Fees are insufficient, *then* from general collections on deposit in the Collection Account), (B) for\nAdvances made thereby with respect to a Mortgage Loan that is part of a Serviced Whole Loan or with respect to a Trust Subordinate Companion\nLoan and any related Advance Interest Amounts (*provided* that the Back-Up Advancing Agent shall have priority with respect to such\npayment or reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse\nany such person pursuant to this clause (ii)(B) being limited to Net Liquidation Proceeds on or in respect of the particular Mortgage\nLoan, Trust Subordinate Companion Loan or REO Property respecting which such Advance was made, which Net Liquidation Proceeds were received\nin connection with any of the events described in clauses (iii), (iv) and\n\n - 239 - \n\n \n\n(vii) of the first sentence of the definition\nof “Liquidation Event”, (C) to the extent not reimbursed pursuant to Section 3.14 of this Agreement, for\nAdvances with respect a Trust Loan (exclusive of P&I Advances with respect to a Trust Subordinate Companion Loan) and any related\nAdvance Interest Amounts (or portion thereof) that have been deemed to be Nonrecoverable Advances or are not recovered from recoveries\nin respect of the related Mortgage Loan, Serviced Whole Loan or REO Property after a Final Recovery Determination to the extent not recovered\nfrom the related Whole Loan Custodial Account and Advance Interest Amounts thereon, *first*, out of the principal portion of general\ncollections on the Mortgage Loans and REO Properties, and *second*, to the extent the principal portion of general collections is\ninsufficient and with respect to such excess only, subject to any election in its sole discretion to defer reimbursement thereof pursuant\nto Section 3.27 of this Agreement, out of other collections on the Mortgage Loans and REO Properties, and (D) for Workout-Delayed\nReimbursement Amounts with respect to Mortgage Loans and Advance Interest Amounts thereon, *first*, out of the principal portion\nof the general collections on the Mortgage Loans and REO Properties, net of such amounts being reimbursed pursuant to clause (C)\nabove, and *second*, upon a determination by the Master Servicer, the Special Servicer or the Back-Up Advancing Agent, as applicable,\nthat a Workout-Delayed Reimbursement Amount is a Nonrecoverable Advance, in the same manner as Nonrecoverable Advances may be reimbursed\n(*provided* that with respect to each Mortgage Loan or REO Property that relates to a Serviced Whole Loan, such Workout-Delayed\nReimbursement Amounts and Advance Interest Amounts thereon shall first be reimbursed pursuant to Section 3.06A(a)(ii) of this\nAgreement and, if not reimbursed pursuant thereto, shall be paid from the Collection Account as provided in this clause (ii)(D));\n\n(iii)                            to pay on or\nbefore each Master Servicer Remittance Date to the Master Servicer (who shall pay the holder of the Excess Servicing Fee Rights the portion\nof the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12 of this Agreement) and to the\nSpecial Servicer, as applicable, as compensation, the aggregate unpaid Servicing Fee with respect to Mortgage Loans and Trust Subordinate\nCompanion Loans (to the extent not otherwise required to be applied against Prepayment Interest Shortfalls) in respect of the immediately\npreceding Interest Accrual Period, and Special Servicing Compensation (if any) in respect of the immediately preceding Interest Accrual\nPeriod or Collection Period, as applicable, to be paid, in the case of the Servicing Fee, from interest received on the related Mortgage\nLoan or Trust Subordinate Companion Loan, and to pay from time to time to the Master Servicer in accordance with Section 3.07(b)\nof this Agreement any interest or investment income earned on funds deposited in the Collection Account and, in the case of the Special\nServicing Fee, from general collections; *provided*, *however*, that in the case of any Mortgage Loan or REO Mortgage Loan\nrelated to a Serviced Whole Loan or related REO Whole Loan or any Trust Subordinate Companion Loan or related REO Companion Loan, (A) Servicing\nFees may be paid out of the Collection Account pursuant to this clause (iii) only from the interest portion of Net Liquidation\nProceeds on or in respect of such Mortgage Loan, REO Mortgage Loan, Trust Subordinate\n\n - 240 - \n\n \n\nCompanion Loan or REO Companion Loan, as\napplicable, which Net Liquidation Proceeds were received in connection with any of the events described in clauses (iii), (iv) and\n(vii) of the first sentence of the definition of “Liquidation Event” or from any Initial Month’s Interest Deposit Amount\nreceived on or in respect of such Mortgage Loan, REO Mortgage Loan, Trust Subordinate Companion Loan or REO Companion Loan, as applicable,\nand (B) Special Servicing Compensation shall first be paid out of the related Whole Loan Custodial Account pursuant to Section 3.06A(a)(iii)\nof this Agreement and may be paid out of the Collection Account pursuant to this clause (iii) only if and to the extent that such\nSpecial Servicing Compensation has not been paid out of the related Whole Loan Custodial Account pursuant to Section 3.06A(a)(iii)\nof this Agreement and, in the case of a Trust Subordinate Companion Loan or any related REO Companion Loan, only out of related Net Liquidation\nProceeds received in connection with any of the events described in clauses (iii), (iv) and (vii) of the first sentence of the definition\nof “Liquidation Event”;\n\n(iv)                           in accordance\nwith Section 2.03 of this Agreement, to reimburse itself, the Trustee or the Special Servicer, out of general collections\non the Mortgage Loans and related REO Properties (including with respect to the Outside Serviced Mortgage Loans) for any unreimbursed\nexpense reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of\nthe applicable Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6 of the applicable Mortgage\nLoan Purchase Agreement, including, without limitation, any expenses arising out of the performance of its duties under Section 2.03\nof this Agreement in connection with such Material Defect or out of the enforcement of the repurchase or substitution obligation\nor any other obligation of the applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase Agreement\nin connection with such Material Defect, together with interest thereon at the Advance Rate from the time such expense was incurred to,\nbut excluding, the date such expense was reimbursed, each such Person’s right to reimbursement pursuant to this clause (iv) with\nrespect to any Trust Loan being subject to the following: (a) if the Purchase Price is paid for such Trust Loan, then such Person’s\nright to reimbursement shall be limited to that portion of the Purchase Price that represents such expense in accordance with clause\n(f) of the definition of Purchase Price, or (b) if no Purchase Price is paid or if an amount less than the Purchase Price is paid\nand proceedings are instituted to enforce the related Mortgage Loan Seller’s payment or performance pursuant to the applicable\nMortgage Loan Purchase Agreement or if a Loss of Value Payment is made, then such Person shall be entitled to reimbursement from the\nTrust following the adjudication of such proceedings in favor of such Mortgage Loan Seller, settlement of the Material Defect claim,\nor payment of such Loss of Value Payment, as the case may be;\n\n(v)                              to pay out of\ngeneral collections on the Mortgage Loans and related REO Properties, for costs and expenses incurred by the Trust Fund with respect\nto the Mortgage Loans and related REO Properties pursuant to Sections 3.04 and 3.10(e) of this Agreement and to\npay Liquidation Expenses out of related\n\n - 241 - \n\n \n\nLiquidation Proceeds pursuant to Section 3.11\nof this Agreement (*provided* that with respect to each Serviced Whole Loan, such expenses shall first be reimbursed pursuant to\nSection 3.06A(a)(iv) of this Agreement to the extent related to such Serviced Whole Loan and if not reimbursed pursuant thereto,\nshall be paid from the Collection Account as provided in this clause (v));\n\n(vi)                           to the extent\nnot reimbursed or paid pursuant to any other clause of this Section 3.06, to reimburse or pay the Master Servicer, the\nTrustee, the Custodian, the Certificate Administrator, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,\nCREFC® or the Depositor, as applicable, for unpaid Additional Trust Fund Expenses (other than Advance Interest Amounts),\nunpaid Trustee/Certificate Administrator Fees, unpaid Servicing Fees (but only if the related Mortgage Loan has been liquidated or a\nFinal Recovery Determination has been made with respect thereto), unpaid Special Servicing Compensation, unpaid Operating Advisor Fees,\nunpaid Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting Fee is actually received from the\nrelated Mortgagor), unpaid Asset Representations Reviewer Ongoing Fees and any unpaid Asset Representations Reviewer Asset Review Fee\n(to the extent such fee is payable by the Trust), unpaid CREFC® Intellectual Property Royalty License Fees and other unpaid\nitems incurred by or owing to such Person pursuant to Section 2.03(h)(vi), Section 2.03(j)(viii), the second\nsentence of Section 3.07(c), Section 3.08(a), Section 3.08(b), Section 3.10, Section 3.12(c),\nSection 3.16(a), Section 3.29(k), Section 6.03, Section 7.04, Section 8.05(a),\nSection 8.05(b), Section 8.05(d), Section 11.02(a), Section 11.02(b) or Section 12.07\nof this Agreement, or any other provision of this Agreement pursuant to which such Person is entitled to reimbursement or payment\nfrom the Trust Fund, in each case only to the extent expressly reimbursable under such Section , it being acknowledged that this\nclause (vi) shall not be deemed to modify the substance of any such Section , including the provisions of such Section that\nset forth the extent to which one of the foregoing Persons is or is not entitled to payment or reimbursement (*provided* that with\nrespect to each Mortgage Loan that is part of a Serviced Whole Loan and each Trust Subordinate Companion Loan, such expenses shall first\nbe reimbursed pursuant to Section 3.06A(a)(v) of this Agreement to the extent related to such Serviced Whole Loan and,\nif not reimbursed pursuant thereto, shall be paid from the Collection Account as provided in this clause (vi), and *provided*,\n*further*, that fees and compensation to any party with respect to any Serviced Companion Loan (or a successor REO Companion Loan)\nshall not be payable from the Collection Account pursuant to this clause (vi)) (except in the case of a Trust Subordinate Companion\nLoan or successor REO Companion Loan, but only out of related Net Liquidation Proceeds received in connection with any of the events\ndescribed in clause (iii), (iv) and (vii) of the first sentence of the definition of “Liquidation Event”);\n\n(vii)                        to transfer\nto the Certificate Administrator for deposit in one or more separate, non-interest bearing accounts any amount reasonably determined\nby the Certificate Administrator to be necessary to pay any applicable federal, state or\n\n - 242 - \n\n \n\nlocal taxes imposed on any Trust REMIC\nunder the circumstances and to the extent described in Section 4.05 of this Agreement;\n\n(viii)                     to make such\npayments and reimbursements out of Penalty Charges and Modification Fees on deposit in the Collection Account as are contemplated by\nSection 3.14 of this Agreement;\n\n(ix)                             to make such\npayments and reimbursements as contemplated by Section 3.06(c) of this Agreement out of funds transferred to the Collection\nAccount from the Loss of Value Reserve Fund pursuant to Section 3.06(c) of this Agreement;\n\n(x)                                to withdraw any\namount deposited into the Collection Account that was not required to be deposited therein; or\n\n(xi)                             to clear and\nterminate the Collection Account pursuant to Section 9.01 of this Agreement.\n\nIf and to the extent that\nthe Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause of the prior paragraph above for\nany cost, expense, indemnity, fee or Property Advance or Advance Interest Amount thereon with respect to a Whole Loan that represents\nthe related Serviced Companion Loan’s allocable share of such cost, expense, indemnity, fee, or Property Advance or Advance Interest\nAmount thereon (taking into account the subordinate nature of any related Subordinate Companion Loan(s)), the Master Servicer shall use\nefforts consistent with the Servicing Standard to collect such amounts out of collections on such Serviced Companion Loan (or, if and\nto the extent permitted under the related Co-Lender Agreement, from the related Serviced Companion Loan Holder) and deposit all such\namounts (collectively, with respect to such Serviced Companion Loan, the “Trust Reimbursement Amount No.1”) collected\nfrom or on behalf of the related Serviced Companion Loan Holder into the Collection Account.\n\nThe Master Servicer shall\nalso be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement\nof amounts required to be paid to the parties to, and/or the securitization trust created under, the applicable Outside Servicing Agreement\nby the holder of each Outside Serviced Mortgage Loan pursuant to each Outside Serviced Co-Lender Agreement. In the absence of manifest\nerror, the Master Servicer may conclusively rely on the request for payments contemplated by the preceding sentence.\n\nThe Master Servicer shall\nkeep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose of justifying any withdrawal\nfrom the Collection Account pursuant to subclauses (i) through (ix) of the third preceding paragraph.\n\nThe Master Servicer shall\npay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor, the\nAsset Representations Reviewer, the Trustee and the Certificate Administrator, as applicable, from the applicable Collection Account,\namounts permitted to be paid thereto from such account promptly upon receipt of a written statement of an officer of the Special Servicer,\nan officer of the Operating\n\n - 243 - \n\n \n\nAdvisor, an officer of the Asset Representations\nReviewer or a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, describing the item and amount\nto which the Special Servicer (or such third party contractor), the Operating Advisor, the Asset Representations Reviewer, the Trustee\nor the Certificate Administrator, as the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor,\nthe Asset Representations Reviewer, the Trustee or the Certificate Administrator, as the case may be, is clearly required pursuant to\nthis Agreement, in which case a written statement is not required). The Master Servicer may rely conclusively on any such written statement\nand shall have no duty to recalculate the amounts stated therein. The parties seeking payment pursuant to this Section shall each keep\nand maintain a separate accounting for the purpose of justifying any request for withdrawal from each Collection Account, on a loan-by-loan\nbasis.\n\nWith respect to each Outside\nServiced Mortgage Loan, the Master Servicer shall pay to, subject to Section 3.01(j)(i) and (j)(ii), the related Outside\nServicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable,\nfrom the Collection Account on the Master Servicer Remittance Date amounts permitted to be paid to the related Outside Servicer, the related\nOutside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable, therefrom based\nupon an Officer’s Certificate received from the related Outside Servicer, the related Outside Special Servicer, the related Outside\nCertificate Administrator or the related Outside Trustee, as applicable, on the first Business Day following the immediately preceding\nDetermination Date, describing the item and amount to which the related Outside Servicer, the related Outside Special Servicer, the related\nOutside Certificate Administrator or the related Outside Trustee, as applicable, is entitled. The Master Servicer may rely conclusively\non any such certificate and shall have no duty to re-calculate the amounts stated therein.\n\nThe Trustee, the Custodian,\nthe Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Depositor, CREFC®, the Special\nServicer and the Master Servicer shall in all cases have a right prior to the Trust Certificateholders and the Uncertificated Interest\nOwners to any funds on deposit in the Collection Account from time to time for the reimbursement or payment of the Servicing Fees (including\ninvestment income), Trustee/Certificate Administrator Fees, Special Servicing Compensation, Advances, Advance Interest Amounts, Workout-Delayed\nReimbursement Amounts, Operating Advisor Fees, Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting\nFees are actually received from the related Mortgagor(s)), Asset Representations Reviewer Ongoing Fee, Asset Representations Reviewer\nAsset Review Fee (only to the extent such fee is payable by the Trust), CREFC® Intellectual Property Royalty License Fees\nand (for each of such Persons other than CREFC®) their respective expenses hereunder (including without limitation Additional\nTrust Fund Expenses) to the extent such fees, indemnity amounts and expenses are to be reimbursed or paid from amounts on deposit in the\nCollection Account pursuant to this Agreement (and to have such amounts paid directly to third party contractors for any invoices submitted\nto the Trustee, the Master Servicer or the Special Servicer, as applicable).\n\n(b)              \nThe Certificate Administrator shall, upon receipt, deposit in each of the Lower-Tier REMIC Distribution Account, the Excess\nInterest Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account any and all amounts received\nby the Certificate Administrator in accordance with Section 3.06(a)(i)\n\n - 244 - \n\n \n\nof this Agreement and required to be\ndeposited therein. If, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date or on such other date as any amount\nreferred to in the preceding sentence is required to be delivered hereunder, the Master Servicer shall not have delivered to the\nCertificate Administrator for deposit in the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the\nInterest Reserve Account and the Excess Liquidation Proceeds Reserve Account the amounts required to be deposited therein pursuant to\nthe provisions of this Agreement (including, without limitation, Section 3.06(a)(i) of this Agreement), then the Certificate\nAdministrator shall, to the extent that a Responsible Officer of the Certificate Administrator has such knowledge, provide notice of such\nfailure to the Master Servicer by facsimile transmission sent to telecopy number (844) 879-5855 (or such alternative number provided\nby the Master Servicer to the Certificate Administrator in writing) and by electronic mail at *commercial.servicing@trimont.com*(or\nsuch alternative electronic mail address provided by the Master Servicer to the Certificate Administrator in writing) as soon as possible,\nbut in any event before 5:00 p.m., New York City time, on such day; *provided*, *however*, that the Master Servicer will\npay the Certificate Administrator interest on such late payment at the Prime Rate until such late payment is received by the Certificate\nAdministrator.\n\n(c)               \nIf any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan, any Trust Subordinate\nCompanion Loan or any related REO Property, then the Special Servicer shall, promptly upon direction from the Master Servicer (such written\ndirection to be provided if the Special Servicer provided the Master Servicer with notice of deposit of such Loss of Value Payment into\nthe Loss of Value Reserve Fund and such other information that is reasonably requested by the Master Servicer with respect to such Loss\nof Value Payment) (*provided* that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice\nto the Master Servicer of the occurrence of such Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator\nshall have provided the Master Servicer and the Special Servicer with five Business Days’ prior notice of such final Distribution\nDate), transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer\nfor deposit in the Collection Account (or, in the case of clause (v) below, directly to the applicable Mortgage Loan Sellers) to\nbe applied for the following purposes:\n\n(i)                                  to reimburse the\nMaster Servicer, the Special Servicer or the Back-Up Advancing Agent, in accordance with Section 3.06(a) of this Agreement,\nfor any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable,\nor any related REO Property (together with any related Advance Interest Amounts);\n\n(ii)                               (A) to pay, in\naccordance with Section 3.06(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense relating\nto such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, or any related REO Property that constitutes or, if not paid\nout of such Loss of Value Payments, would constitute an Additional Trust Fund Expense, and (B) to pay, in accordance with Section 3.06(a)\nof this Agreement, any unpaid Liquidation Fee due and owing\n\n - 245 - \n\n \n\nto the Special Servicer in connection with\nthe receipt of such Loss of Value Payments;\n\n(iii)            \nto offset any portion of Realized Losses that are attributable to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable,\nor related REO Property (as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such\nMortgage Loan (or any related successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan (or any related successor\nREO Companion Loan with respect thereto);\n\n(iv)            \nfollowing the occurrence of a Liquidation Event with respect to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable,\nor any related REO Property and any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the\nimmediately preceding clauses (i) through (iii) above as to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable,\nto cover the items contemplated by the immediately preceding clauses (i), (ii)(A) and (iii) in respect of any\nother Mortgage Loan or REO Mortgage Loan; and\n\n(v)              \non the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv)\nabove, to each Mortgage Loan Seller, its *pro rata* share of any remaining funds, based on the amount that it contributed, net of\nany amount contributed by such Mortgage Loan Seller that was used pursuant to clauses (i) through (iii) above to offset any portion\nof Realized Losses that are attributable to the Mortgage Loan or Trust Subordinate Companion Loan, as applicable, or any related REO Property\nfor which the contribution was made, Additional Trust Fund Expenses or any Nonrecoverable Advances incurred with respect to the Mortgage\nLoan or Trust Subordinate Companion Loan, as applicable, or any related REO Property for which the contribution was made.\n\nAny Loss of Value Payments\ntransferred to the Collection Account pursuant to clauses (i) through (iii) of the prior paragraph shall be treated as Liquidation\nProceeds received by the Trust in respect of the related Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) or Trust\nSubordinate Companion Loan (or any related successor REO Companion Loan with respect thereto) for which such Loss of Value Payments were\nreceived; and any Loss of Value Payments transferred to the Collection Account pursuant to clause (iv) of the prior paragraph shall\nbe treated as Liquidation Proceeds received by the Trust in respect of the Mortgage Loan or REO Mortgage Loan for which such Loss of Value\nPayments are being transferred to the Collection Account to cover an item contemplated by clauses (i), (ii)(A) and\n(iii) of the prior paragraph.\n\nSection 3.06A. Permitted\nWithdrawals From the Whole Loan Custodial Account.\n\n(a)               \nThe Master Servicer may make withdrawals from the Whole Loan Custodial Account for each Serviced Whole Loan only as described below\n(the order set forth below not constituting an order of priority for such withdrawals), subject to the\n\n - 246 - \n\n \n\napplication of Penalty Charges and Modification\nFees in accordance with the related Co-Lender Agreement and Section 3.14 of this Agreement:\n\n(i)                \n(A) after the Determination Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date,\nin each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property\nrelated to such Serviced Whole Loan, if such funds are received after the Determination Date and before the Distribution Date in any calendar\nmonth and were not available for any earlier transfer to the Collection Account in such calendar month), to transfer to the Collection\nAccount all properly identified amounts on deposit in the Whole Loan Custodial Account payable to the Trust pursuant to the related Co-Lender\nAgreement with respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including any applicable Trust Reimbursement\nAmount, and (B) (1) on or prior to the related Serviced Whole Loan Remittance Date in each calendar month, to remit to the related Serviced\nCompanion Loan Holder all properly identified amounts on deposit in the Whole Loan Custodial Account that are received as of the Business\nDay immediately prior to such Serviced Whole Loan Remittance Date that are payable to such Serviced Companion Loan Holder pursuant to\nthe related Co-Lender Agreement with respect to the related Serviced Companion Loan (or any successor REO Companion Loan), exclusive of\nany applicable Trust Reimbursement Amount and (2) on the Business Day immediately following the receipt of any properly identified funds\nfrom the REO Account for any REO Property related to such Serviced Whole Loan, if such funds are received on or after the related Serviced\nWhole Loan Remittance Date and before the Distribution Date in any calendar month, to remit to the related Serviced Companion Loan Holder\nall properly identified amounts on deposit in the Whole Loan Custodial Account payable to such Serviced Companion Loan Holder pursuant\nto the related Co-Lender Agreement with respect to the related Serviced Companion Loan or any successor REO Companion Loan, exclusive\nof any applicable Trust Reimbursement Amount;\n\n(ii)              \nto pay or reimburse the Master Servicer, the Special Servicer or the Back-Up Advancing Agent, for Advances made thereby with respect\nto such Serviced Whole Loan and any related Advance Interest Amounts (*provided* that the Back-Up Advancing Agent shall have priority\nwith respect to such payment or reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s\nright to reimburse any such Person pursuant to this clause (ii) being limited to late collections (including cure payments by related\nServiced Companion Loan Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation\nProceeds, Net REO Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Serviced Whole Loan\nor any related REO Property; *provided*, *however*, that if such Advance has become a Workout-Delayed Reimbursement Amount\n(but not a Nonrecoverable Advance), then neither such Workout-Delayed Reimbursement Amount nor any related Advance Interest Amounts\nshall be reimbursed or paid, as the case may be, out of payments or other collections of\n\n - 247 - \n\n \n\ninterest (other than Penalty Charges) or\nYield Maintenance Charges on or in respect of the related Mortgage Loan (or any successor REO Mortgage Loan) or the related Serviced Companion\nLoan (or any successor REO Companion Loan); and *provided*, *further*, that if such Advance is a P&I Advance with\nrespect to the related Mortgage Loan (or a successor REO Mortgage Loan) or a related Trust Subordinate Companion Loan (or a successor\nREO Companion Loan), then neither such Advance nor any related Advance Interest Amounts shall be reimbursed or paid, as the case may be,\nout of, or otherwise result in a reduction of, amounts otherwise payable to the related Serviced Companion Loan Holder(s) with respect\nto the related Serviced Companion Loan(s) (or any successor REO Companion Loan(s)), except that in the case of a Serviced AB Whole Loan,\nreimbursements or payments, as the case may be, of Advances or any related Advance Interest Amounts shall be made taking into account\nthe subordinate nature of the related Subordinate Companion Loan(s) to the extent set forth in, and in accordance with, the related Co-Lender\nAgreement, and except that neither a P&I Advance on a Trust Subordinate Companion Loan (or any successor REO Companion Loan) nor any\nrelated Advance Interest Amount shall be reimbursed or paid, as the case may be, out of, or otherwise result in a reduction of, collections\non or allocable to the related Mortgage Loan or a successor REO Mortgage Loan with respect thereto unless such P&I Advance and/or\nAdvance Interest Amount constitutes a Nonrecoverable P&I Advance;\n\n(iii)                            to pay on or\nbefore each Master Servicer Remittance Date (A) to the Master Servicer (who shall pay the holder of the Excess Servicing Fee Rights the\nportion of the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12 of this Agreement) as compensation,\nthe aggregate unpaid Servicing Fee with respect to such Serviced Whole Loan (to the extent not otherwise required to be applied against\nPrepayment Interest Shortfalls) in respect of the immediately preceding Interest Accrual Period, to be paid from interest received on\nthe related Mortgage Loan or Serviced Companion Loan, as applicable, and to pay from time to time to the Master Servicer in accordance\nwith Section 3.07(b) any interest or investment income earned on funds deposited in such Whole Loan Custodial Account and\n(B) to the Special Servicer as compensation, any Special Servicing Compensation payable with respect to such Serviced Whole Loan; *provided*,\n*however*, that no Servicing Fees or Special Servicing Compensation earned with respect to the related Mortgage Loan (or a successor\nREO Mortgage Loan) shall be payable out of, or otherwise result in a reduction of, amounts otherwise payable to the related Serviced\nCompanion Loan Holder with respect to the related Serviced Companion Loan (or any successor REO Companion Loan) (*provided* that,\nin the case of a Serviced AB Whole Loan, such payments shall be made taking into account the subordinate nature of the related Subordinate\nCompanion Loan(s) to the extent set forth in, and in accordance with, the related Co-Lender Agreement), and no Servicing Fees or\nSpecial Servicing Compensation earned with respect to the related Serviced Companion Loan (or any successor REO Companion Loan) not held\nby the Trust shall be payable out of, or otherwise result in a reduction of, amounts otherwise payable to the Trust with respect to the\nrelated Mortgage Loan (or a successor REO Mortgage\n\n - 248 - \n\n \n\nLoan) (it being acknowledged and agreed\nthat this proviso is in no way intended to limit the rights of the Master Servicer or Special Servicer under the related Co-Lender\nAgreement to seek payment of any unpaid Servicing Fees or Special Servicing Compensation, as applicable, with respect to any Serviced\nCompanion Loan not held by the Trust from the related Serviced Companion Loan Holder);\n\n(iv)                           to pay for costs\nand expenses incurred by the Trust Fund solely with respect to such Serviced Whole Loan and related REO Property pursuant to Section 3.10(e)\nand to pay Liquidation Expenses out of Liquidation Proceeds pursuant to Section 3.11;\n\n(v)                              to the extent\nnot reimbursed or paid pursuant to any other clause of this Section 3.06A, to reimburse or pay the Master Servicer, the\nTrustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Special Servicer or the Depositor,\nas applicable, for unpaid Additional Trust Fund Expenses, Servicing Fees and other unpaid items incurred by or owing to such Person pursuant\nto the second sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b), Section 3.10,\nthe second sentence of Section 3.12(a), the third sentence of Section 3.12(c), Section 3.16(a),\nSection 3.29, Section 6.03, Section 7.04, Section 8.05(a), Section 8.05(b),\nSection 8.05(d), Section 11.02(a), Section 11.02(b) or Section 12.07, or any other provision of this\nAgreement pursuant to which such Person is entitled to reimbursement or payment from the Trust Fund, in each case only to the extent\nexpressly reimbursable under such Section and to the extent related to such Serviced Whole Loan and not related to amounts which\nare solely expenses of the Trust Fund (such as expenses related to administration of the Trust Fund or REMIC taxes, penalties or interest\nor preservation of the REMIC status of each Trust REMIC), it being acknowledged that this clause (v) shall not be deemed to modify\nthe substance of any such Section , including the provisions of such Section that set forth the extent to which one of\nthe foregoing Persons is or is not entitled to payment or reimbursement; *provided*, *however*, that no payment or reimbursement\nto the Operating Advisor, the Asset Representations Reviewer or the Certificate Administrator or payment or reimbursement of costs and\nexpenses associated with obtaining a Rating Agency Confirmation, shall be made out of, or otherwise result in a reduction of, amounts\notherwise payable to the related Serviced Companion Loan Holder with respect to the related Serviced Companion Loan (or successor REO\nCompanion Loan) (*provided* that, in the case of a Serviced AB Whole Loan, such payments or reimbursements shall be made taking\ninto account the subordinate nature of the related Subordinate Companion Loan(s) to the extent set forth in, and in accordance with,\nthe related Co-Lender Agreement), no payment of fees or other compensation to the Operating Advisor, the Trustee or the Certificate\nAdministrator with respect to a Trust Subordinate Companion Loan or successor REO Companion Loan shall be made out of, or otherwise result\nin a reduction of, collections on or otherwise allocable to the related Mortgage Loan or a successor REO Mortgage Loan with respect thereto,\nand no payment or reimbursement of costs and expenses associated with obtaining a Companion Loan Rating Agency Confirmation shall be\nmade out of, or otherwise result in a reduction of, amounts otherwise payable to the Trust\n\n - 249 - \n\n \n\nwith respect to the related Mortgage Loan\n(or any successor REO Mortgage Loan) or a related Trust Subordinate Companion Loan (or any successor REO Companion Loan);\n\n(vi)                           to make such\npayments and reimbursements out of Penalty Charges and Modification Fees on deposit in such Whole Loan Custodial Account as are contemplated\nby the related Co-Lender Agreement and Section 3.14 of this Agreement;\n\n(vii)                        to withdraw\nany amount deposited into such Whole Loan Custodial Account that was not required to be deposited therein;\n\n(viii)                     if the related\nServiced Companion Loan (or any successor REO Companion Loan with respect thereto) is part of an Other Securitization Trust, to the extent\nrequired by the related Co-Lender Agreement, to reimburse the applicable party to the related Other Pooling and Servicing Agreement\nfor any advances of delinquent monthly debt service payments made thereby with respect to such Serviced Companion Loan (or REO Companion\nLoan), together with interest thereon, *provided* that such reimbursement, together with interest, shall be made solely out of payments\nand other collections on such Serviced Companion Loan (or REO Companion Loan); or\n\n(ix)                             to clear and\nterminate such Whole Loan Custodial Account pursuant to Section 9.01 of this Agreement.\n\nThe Master Servicer shall\nkeep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan and Companion Loan-by-Companion Loan basis,\nfor the purpose of justifying any withdrawal from each Whole Loan Custodial Account pursuant to subclauses (i) - (ix) above.\nIf and to the extent that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause of the\nprior paragraph above for any cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon with respect to a Serviced\nWhole Loan out of monies allocable to the related Mortgage Loan (or any successor REO Mortgage Loan) to an extent that the Trust as holder\nof the related Mortgage Loan has borne some or all of the related Serviced Companion Loan’s allocable share of such cost, expense,\nindemnity, or Property Advance or Advance Interest Amount thereon (taking into account the subordinate nature of any related Subordinate\nCompanion Loan(s) to the extent set forth in, and in accordance with, the related Co-Lender Agreement), the Master Servicer shall\nuse efforts consistent with the Servicing Standard to collect such amounts disproportionately borne by the Trust out of collections on\nsuch Serviced Companion Loan (or, if and to the extent permitted under the related Co-Lender Agreement, from the related Serviced\nCompanion Loan Holder) and deposit all such amounts (collectively, with respect to such Serviced Companion Loan, the “Trust Reimbursement\nAmount No.2” and, together with Trust Reimbursement Amount No.1, the “Trust Reimbursement Amount”) collected\nfrom or on behalf of the related Serviced Companion Loan Holder into the Collection Account.\n\nThe Master Servicer shall\npay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor, the\nAsset\n\n - 250 - \n\n \n\nRepresentations Reviewer, the Trustee, the\nCertificate Administrator and an advancing party under any Other Pooling and Servicing Agreement, as applicable, from the applicable Whole\nLoan Custodial Account, amounts permitted to be paid thereto from such account promptly upon receipt of a written statement of an officer\nof the Special Servicer, an officer of the Operating Advisor, an officer of the Asset Representations Reviewer, a Responsible Officer\nof the Trustee or the Certificate Administrator or an officer of such advancing party under such Other Pooling and Servicing Agreement,\nas the case may be, describing the item and amount to which the Special Servicer (or such third party contractor), the Operating Advisor,\nthe Asset Representations Reviewer, the Trustee, the Certificate Administrator or such advancing party under such Other Pooling and Servicing\nAgreement, as the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer, the Trustee or the Certificate Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case\na written statement is not required). The Master Servicer may rely conclusively on any such written statement and shall have no duty to\nre-calculate the amounts stated therein. The parties seeking payment pursuant to this Section shall each keep and maintain separate\naccounting for the purpose of justifying any request for withdrawal from each Whole Loan Custodial Account, on a loan-by-loan\nbasis.\n\nThe Trustee, the Depositor,\nthe Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Special Servicer and the Master Servicer\nshall in all cases have a right prior to the Trust Certificateholders and the Uncertificated Interest Owners to any funds on deposit in\na Whole Loan Custodial Account from time to time for the reimbursement or payment of the Servicing Fees (including investment income),\nor Special Servicing Compensation, Advances, Advance Interest Amounts and their respective indemnity amounts or expenses hereunder to\nthe extent such fees, indemnity amounts and expenses are to be reimbursed or paid from amounts on deposit in such Whole Loan Custodial\nAccount pursuant to this Agreement and the related Co-Lender Agreement (and to have such amounts paid directly to third party contractors\nfor any invoices approved by the Trustee, the Depositor, the Certificate Administrator, the Master Servicer or the Special Servicer, as\napplicable); *provided*, *however*, for the avoidance of doubt, neither the Trustee/Certificate Administrator Fees nor the Operating\nAdvisor Fee shall be paid from funds on deposit in a Whole Loan Custodial Account.\n\nAfter the Determination Date,\nand on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each calendar month (and also on the\nBusiness Day immediately following the receipt of any funds from the REO Account for any REO Property related to the applicable Serviced\nWhole Loan, if such funds are received after the Determination Date and before the Distribution Date in any calendar month and were not\navailable for any earlier transfer to the Collection Account in such calendar month), the Master Servicer shall remit for deposit in the\nCollection Account all amounts on deposit in a Whole Loan Custodial Account payable to the Trust pursuant to the related Co-Lender\nAgreement with respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including any applicable Trust Reimbursement\nAmount; and on or prior to the related Serviced Whole Loan Remittance Date in each calendar month (and also on the Business Day immediately\nfollowing the receipt of any funds from the REO Account for any REO Property related to the applicable Serviced Whole Loan, if such funds\nare received after the Determination Date and before the Distribution Date in any calendar month), the Master Servicer shall remit to\nthe related Serviced Companion Loan Holder all amounts on deposit in a Whole Loan Custodial Account payable to such Serviced Companion\n\n - 251 - \n\n \n\nLoan Holder pursuant to the related Co-Lender\nAgreement with respect to the related Serviced Companion Loan (or any successor REO Companion Loan), exclusive of any applicable Trust\nReimbursement Amount, in each case, prior to the required remittance from the Collection Account to the Certificate Administrator for\ndeposit into the Lower-Tier REMIC Distribution Account on such Master Servicer Remittance Date.\n\n(b)              \nNotwithstanding anything to the contrary contained herein, with respect to each Serviced Companion Loan, the Master Servicer shall\nwithdraw from the related Whole Loan Custodial Account and remit to the related Serviced Companion Loan Holder, within one (1) Business\nDay of receipt of properly identified funds, any amounts that represent late collections or Principal Prepayments received by the Master\nServicer from the related Mortgagor that are allocable to such Serviced Companion Loan or any successor REO Companion Loan with respect\nthereto (exclusive of any portion of such amount paid or reimbursed to any third party in accordance with the related Co-Lender Agreement)\nunless such amount would otherwise be included in the monthly remittance to the related Serviced Companion Loan Holder for such month\npursuant to Section 3.06A(a); *provided*, *however*, that to the extent any such amounts are received after 3:00 p.m.\nEastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to remit such amounts to the related\nServiced Companion Loan Holder within one (1) Business Day of receipt of properly identified funds but, in any event, the Master\nServicer shall remit such amounts within two (2) Business Days of receipt of properly identified funds.\n\nSection 3.07                \nInvestment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts.\n\n(a)               \nThe Master Servicer or, with respect to any REO Account and any Loss of Value Reserve Fund, the Special Servicer, may direct any\ndepository institution maintaining the Collection Account, any Whole Loan Custodial Account, any Mortgagor Account (subject to the second\nsucceeding sentence), any REO Account or any Loss of Value Reserve Fund (each of the Collection Account, any Whole Loan Custodial Account,\nany REO Account, any Loss of Value Reserve Fund and any Mortgagor Account, for purposes of this Section 3.07, an “Investment\nAccount”), to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or are sold\nat a discount, and that mature, unless payable on demand, no later than the Business Day preceding the date on which such funds are required\nto be withdrawn from such Investment Account pursuant to this Agreement. Any direction by the Master Servicer or the Special Servicer\nto invest funds on deposit in an Investment Account shall be in writing and shall certify that the requested investment is a Permitted\nInvestment which matures at or prior to the time required hereby or is payable on demand. In the case of any Escrow Account or Lock-Box\nAccount (the “Mortgagor Accounts”), the Master Servicer shall act upon the written request of the related Mortgagor\nor Manager to the extent the Master Servicer is required to do so under the terms of the respective Mortgage Loan (or Serviced Whole Loan)\nor related documents, *provided* that in the absence of appropriate written instructions from the related Mortgagor or Manager meeting\nthe requirements of this Section 3.07, the Master Servicer shall have no obligation to, but will be entitled to, direct the\ninvestment of funds in such accounts in Permitted Investments. All such Permitted Investments shall be\n\n - 252 - \n\n \n\nheld to maturity, unless payable on demand.\nAny investment of funds in an Investment Account shall be made in the name of the Trustee or a nominee of the Trustee (in each case for\nthe benefit of the Trust Certificateholders and the Uncertificated Interest Owners). The Trustee (for the benefit of the Trust Certificateholders\nand the Uncertificated Interest Owners) shall have sole control (except with respect to investment direction, which shall be in the control\nof the Master Servicer (with respect to the Collection Account, any Whole Loan Custodial Account or any Mortgagor Account) or the Special\nServicer (with respect to any REO Accounts or any Loss of Value Reserve Fund), as applicable, as an independent contractor to the Trust\nFund) over each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly to\nthe Trustee or its nominee (which shall initially be the Master Servicer or the Special Servicer, as applicable), together with any document\nof transfer, if any, necessary to transfer title to such investment to the Trustee or its nominee (for the benefit of the Trust Certificateholders\nand the Uncertificated Interest Owners). Neither the Trustee nor the Certificate Administrator shall have any responsibility or liability\nwith respect to the investment directions of the Master Servicer or the Special Servicer, any Mortgagor or Manager or any losses resulting\ntherefrom, whether from Permitted Investments or otherwise. The Master Servicer shall have no responsibility or liability with respect\nto the investment direction of the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted\nInvestments or otherwise. The Special Servicer shall have no responsibility or liability with respect to the investment direction of the\nMaster Servicer, any Mortgagor or any property manager or any losses resulting therefrom, whether from Permitted Investments or otherwise.\nIn the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master\nServicer (or the Special Servicer in the case of REO Accounts or any Loss of Value Reserve Fund), shall: (x) consistent with any\nnotice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature\nhereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn\non such date; and (y) demand payment of all amounts due thereunder promptly upon determination by the Master Servicer (or the Special\nServicer in the case of REO Accounts or any Loss of Value Reserve Fund) that such Permitted Investment would not constitute a Permitted\nInvestment in respect of funds thereafter on deposit in the related Investment Account. Amounts on deposit in the Distribution Account,\nthe Excess Interest Distribution Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account (each, a “Certificate\nAdministrator Account”) shall remain uninvested.\n\n(b)              \nAll income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the Master\nServicer, except with respect to the investment of funds deposited in (i) any Mortgagor Account to the extent required under the\nMortgage Loan (or Serviced Whole Loan) or applicable law to be for the benefit of the related Mortgagor or (ii) any REO Account or\nany Loss of Value Reserve Fund, which shall be for the benefit of the Special Servicer, and if held in the Collection Account, a Whole\nLoan Custodial Account, any Loss of Value Reserve Fund or an REO Account, shall be subject to withdrawal by the Master Servicer or the\nSpecial Servicer, as applicable, in accordance with Section 3.06, Section 3.06A or Section 3.16(b)\nof this Agreement, as applicable. The Master Servicer (or with respect to any REO Account or any Loss of Value\n\n - 253 - \n\n \n\nReserve Fund, the Special Servicer) shall\ndeposit from its own funds into any applicable Investment Account, the amount of any loss incurred in respect of any such Permitted Investment\nimmediately upon realization of such loss (except with respect to losses incurred as a result of the related Mortgagor or Manager exercising\nits power under the related Loan Documents to direct such investment in such Mortgagor Account); *provided*, *however*, that\nthe Master Servicer or Special Servicer, as applicable, may reduce the amount of such payment to the extent it forgoes any investment\nincome in such Investment Account otherwise payable to it. The Master Servicer shall also deposit from its own funds in any Mortgagor\nAccount the amount of any loss incurred in respect of Permitted Investments, except to the extent that amounts are invested for the benefit\nof the Mortgagor under the terms of the Mortgage Loan (or Serviced Whole Loan) or applicable law. Notwithstanding the foregoing, neither\nthe Master Servicer nor the Special Servicer (in their respective capacities as Master Servicer and Special Servicer, respectively) shall\nbe required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the\ninsolvency of the federal or state chartered depository institution or trust company that holds such Investment Account, so long as such\ndepository institution or trust company is not the Person or an Affiliate of the Person maintaining such account hereunder and satisfied\nthe qualifications set forth in the definition of Eligible Account both (1) at the time such investment was made and (2) as\nof the date that is 30 days prior to the insolvency.\n\n(c)               \nExcept as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted\nInvestment, or if a default occurs in any other performance required under any Permitted Investment, the Trustee may, and upon the request\nof Holders of Trust Certificates representing greater than 50% of the Percentage Interests of any Class shall, take such action as\nmay be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. In the\nevent the Trustee takes any such action, the Trust Fund shall pay or reimburse the Trustee for all reasonable out-of-pocket expenses,\ndisbursements and advances incurred or made by the Trustee in connection therewith. In the event that the Trustee does not take any such\naction, the Master Servicer may, but is not obligated to, take such action at its own cost and expense.\n\nSection 3.08                \nMaintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage.\n\n(a)               \nThe Master Servicer on behalf of the Trustee, as mortgagee of record, shall use efforts consistent with the Servicing Standard\nto cause the related Mortgagor to maintain, to the extent required by each Mortgage Loan (other than an Outside Serviced Mortgage Loan)\nand each Serviced Companion Loan (except to the extent that the failure to maintain such insurance coverage is an Acceptable Insurance\nDefault), and if the Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement concerning Nonrecoverable\nAdvances and to the extent the Trustee as mortgagee of record has an insurable interest and to the extent available at commercially reasonable\nrates), (i) fire and hazard insurance (and windstorm insurance, if applicable) with extended coverage on the related Mortgaged Property\nin an amount which is at least equal to the lesser of (a) one hundred percent (100%) of the then “full replacement cost”\n\n - 254 - \n\n \n\nof the improvements and equipment (excluding\nfoundations, footings and excavation costs), without deduction for physical depreciation, and (b) the outstanding principal balance\nof the related Mortgage Loan and the related Serviced Companion Loan(s) or such greater amount as is necessary to prevent any reduction\nin such policy by reason of the application of co-insurance provisions and to prevent the Trustee thereunder from being deemed to\nbe a co-insurer and provided such policy shall include a “replacement cost” rider, (ii) insurance providing coverage\nagainst 18 months (or such longer period or with such extended period endorsement as provided in the related Mortgage or other Loan\nDocument) of rent interruptions and (iii) such other insurance as is required in the related Mortgage Loan and the related Serviced\nCompanion Loan; *provided* that, if the Loan Documents with respect to any Mortgage Loan permit the related Mortgagor to maintain,\nwith the lender’s consent or agreement, any insurance policy that (A) has coverages, deductibles and/or other related provisions\nother than those specified in the related Loan Documents or (B) is provided by an insurer that does not meet the credit ratings requirements\nset forth in the related Loan Documents (any such insurance policy, a “Non-Conforming Policy”), the Master Servicer\nshall not consent or agree to such Non-Conforming Policy unless the Master Servicer has received a Rating Agency Confirmation with\nrespect to such Non-Conforming Policy. Subject to Section 3.16 of this Agreement, the Special Servicer in accordance with\nthe Servicing Standard and to the extent available at commercially reasonable rates (as determined by the Special Servicer in accordance\nwith the Servicing Standard), shall cause to be maintained for each REO Property (other than an REO Property related to an Outside Serviced\nMortgage Loan) no less insurance coverage than was previously required of the Mortgagor under the related Loan Documents (except to the\nextent that the failure to maintain such insurance coverage is an Acceptable Insurance Default); *provided* that to the extent the\nLoan Documents require the related Mortgagor to maintain insurance with an insurer rated better than as indicated in the definition of\n“Qualified Insurer”, the Master Servicer may, without a Rating Agency Confirmation or the approval of the Special Servicer,\nto the extent consistent with the Servicing Standard, permit the related Mortgagor to maintain insurance with an insurer that does not\nmeet the requirements of the Loan Documents so long as the related Mortgagor maintains insurance with an insurer rated at least as indicated\nin the definition of “Qualified Insurer”. All insurance for an REO Property shall be from a Qualified Insurer, if available\nfrom a Qualified Insurer, and if not available from a Qualified Insurer, from an insurance provider that is rated the next highest available\nrating who is offering such insurance at commercially reasonable rates. Any amounts collected by the Master Servicer or the Special Servicer\nunder any such policies (other than amounts required to be applied to the restoration or repair of the related Mortgaged Property or amounts\nto be released to the Mortgagor in accordance with the terms of the related Loan Documents) shall be deposited into the Collection\nAccount pursuant to Section 3.05 of this Agreement or the Whole Loan Custodial Account pursuant to Section 3.05A\nof this Agreement, as applicable, subject to withdrawal pursuant to Section 3.05, Section 3.05A, Section 3.06\nor Section 3.06A of this Agreement. Any cost incurred by the Master Servicer or the Special Servicer in maintaining any such\ninsurance shall not, for the purpose of calculating distributions to Trust Certificateholders and the Uncertificated Interest Owners,\nbe added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.\nIt is understood and agreed that no other\n\n - 255 - \n\n \n\nadditional insurance other than flood\ninsurance or earthquake insurance subject to the conditions set forth below is to be required of any Mortgagor or to be maintained by\nthe Master Servicer other than pursuant to the terms of the related Loan Documents and pursuant to such applicable laws and regulations\nas shall at any time be in force and as shall require such additional insurance. If the related Mortgaged Property (other than an REO\nProperty and other than with respect to an Outside Serviced Mortgage Loan) is located in a federally designated special flood hazard area,\nthe Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor to maintain, to the extent\nrequired by each Serviced Loan, and if the related Mortgagor does not so maintain, shall itself obtain (subject to the provisions of this\nAgreement concerning Nonrecoverable Advances) and maintain flood insurance in respect thereof. Such flood insurance shall be in an amount\nequal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan and the related Serviced Companion Loan(s) and\n(ii) the maximum amount of such insurance required by the terms of the related Mortgage Loan or Serviced Whole Loan and as is available\nfor the related property under the national flood insurance program (assuming that the area in which such property is located is participating\nin such program). If a Mortgaged Property (other than an REO Property) is related to a Serviced Loan pursuant to which earthquake insurance\nis required to be maintained pursuant to the terms of the Mortgage Loan or Serviced Whole Loan, the Master Servicer shall use efforts\nconsistent with the Servicing Standard to cause the related Mortgagor to maintain, and if the related Mortgagor does not so maintain will\nitself obtain (subject to the provisions of this Agreement concerning Nonrecoverable Advances and for so long as such insurance continues\nto be available at commercially reasonable rates) and maintain earthquake insurance in respect thereof, in the amount required by the\nMortgage Loan or Serviced Whole Loan or, if not specified, in-place at origination. If an REO Property (other than an REO Property\nrelated to the Outside Serviced Mortgage Loan) (i) is located in a federally designated special flood hazard area or (ii) is\nrelated to a Serviced Loan with respect to which earthquake insurance would be appropriate in accordance with the Servicing Standard and\nsuch insurance is available at commercially reasonable rates, the Special Servicer will obtain (subject to the provisions of this Agreement\nconcerning Nonrecoverable Advances) and maintain flood insurance and/or earthquake insurance in respect thereof providing the same coverage\nas described in this Section 3.08(a). Out-of-pocket expenses incurred by the Master Servicer or Special Servicer in\nmaintaining insurance policies pursuant to this Section 3.08 shall be advanced by the Master Servicer as a Property Advance\nand shall be reimbursable to the Master Servicer with interest at the Advance Rate. The Master Servicer (or the Special Servicer, with\nrespect to REO Properties) agrees to prepare and present, on behalf of itself, the Trustee and the Trust Certificateholders, the Uncertificated\nInterest Owners and any affected Serviced Companion Loan Holders, claims under each related insurance policy maintained by it pursuant\nto this Section 3.08(a) in a timely fashion in accordance with the terms of such policy and to take such reasonable steps\nas are necessary to receive payment or to permit recovery thereunder. All insurance policies required to be maintained by the Master Servicer\nor Special Servicer hereunder shall name the Trustee or the Master Servicer or the Special Servicer, on behalf of the Trustee as the mortgagee,\nas loss payee, and shall be issued by Qualified Insurers, if available from a Qualified Insurer, and if not available from a Qualified\nInsurer, from an insurance provider that is rated the next highest available rating\n\n - 256 - \n\n \n\nwho is offering such insurance at commercially\nreasonable rates. Notwithstanding the foregoing: (A) the Master Servicer shall not be required to maintain any earthquake or environmental\ninsurance policy on any Mortgaged Property and the Special Servicer shall not be required to maintain any earthquake or environmental\ninsurance policy on any REO Property, in each case unless such insurance is required to be maintained under the related Loan Documents\nand is available at commercially reasonable rates; *provided*, *however*, that neither the Master Servicer nor the Special Servicer\nshall have any obligation to maintain such earthquake or environmental insurance policy required under the related Loan Documents if the\noriginator of the Serviced Mortgage Loan or Serviced Whole Loan waived compliance with such insurance requirements (and if the applicable\nMaster Servicer does not cause the Mortgagor to maintain or does not itself maintain such earthquake or environmental insurance policy\non any Mortgaged Property, the Special Servicer shall have the right, but not the duty, to obtain, at the Trust’s expense, earthquake\nor environmental insurance on any Mortgaged Property securing a Specially Serviced Loan or an REO Property so long as such insurance is\navailable at commercially reasonable rates); (B) with respect to the Master Servicer’s obligation to cause the related Mortgagor\nto maintain such insurance, the Master Servicer shall have no obligation beyond using its efforts consistent with the Servicing Standard\nto cause any Mortgagor to maintain the insurance required to be maintained or that the lender is entitled to reasonably require, subject\nto applicable law, under the related Loan Documents; and (C) in making determinations as to the availability of insurance at commercially\nreasonable rates or otherwise, the Master Servicer or the Special Servicer, as applicable, shall, to the extent consistent with the Servicing\nStandard, be entitled to rely, at its own expense, on insurance consultants in making such determination and any such determinations by\nthe Master Servicer or the Special Servicer, as applicable, need not be made more frequently than annually but in any event shall be made\nat the approximate date on which the Master Servicer or the Special Servicer, as applicable, receives notice of the renewal, replacement\nor cancellation of coverage.\n\nNotwithstanding the foregoing,\nthe Master Servicer or Special Servicer, as applicable, will not be required to maintain, and shall not cause a Mortgagor to be in default\nwith respect to the failure of the related Mortgagor to obtain, all risk casualty insurance which does not contain any carve out for terrorist\nor similar acts, if, and only if, the Special Servicer has determined in accordance with the Servicing Standard that the failure to maintain\nsuch insurance is an Acceptable Insurance Default; *provided* that, during the period that the Special Servicer is evaluating such\ninsurance hereunder, the Master Servicer shall not be liable for any loss related to its failure to require the Mortgagor to maintain\nterrorism insurance and shall not be in default of its obligations hereunder as a result of such failure. The Special Servicer shall promptly\nnotify the Master Servicer of each determination under this paragraph.\n\n(b)              \n(i) If the Master Servicer or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard\nlosses on all of the Mortgaged Properties (other than REO Properties and other than Mortgaged Properties that secure the Outside Serviced\nMortgage Loans) as to which the related Mortgagor has not maintained insurance required by the related Mortgage Loan or, if applicable,\nrelated Serviced Whole Loan (other than any Mortgagor that is required under the related Loan Documents to maintain insurance with an\ninsurer rated better than as indicated in the definition of\n\n - 257 - \n\n \n\n“Qualified Insurer”\nthat maintains insurance with an insurer rated at least as indicated in the definition of “Qualified Insurer”) or the\nSpecial Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard losses on all of the REO Properties\n(other than an REO Property acquired in respect of an Outside Serviced Mortgage Loan), as required under this Agreement, as the case may\nbe, then the Master Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its respective\nobligations concerning the maintenance of insurance coverage set forth in Section 3.08(a) of this Agreement. Any such blanket\ninsurance policy shall be maintained with a Qualified Insurer. A blanket insurance policy may contain a deductible clause, in which case\nthe Master Servicer or the Special Servicer, as applicable, shall, in the event that (i) there shall not have been maintained on\nthe related Mortgaged Property a policy otherwise complying with the provisions of Section 3.08(a) of this Agreement, and\n(ii) there shall have been one or more losses which would have been covered by such a policy had it been maintained, immediately\ndeposit into the Collection Account or, if applicable, related Whole Loan Custodial Account from its own funds the amount not otherwise\npayable under the blanket policy because of such deductible clause to the extent that any such deductible exceeds the deductible limitation\nthat pertained to the related Mortgage Loan or Serviced Whole Loan or, in the absence of any such deductible limitation, the deductible\nlimitation which is consistent with the Servicing Standard. In connection with its activities as Master Servicer or the Special Servicer\nhereunder, as applicable, the Master Servicer and the Special Servicer, respectively, agree to prepare and present, on behalf of itself,\nthe Trustee, the Trust Certificateholders, the Uncertificated Interest Owners and any related Serviced Companion Loan Holders, claims\nunder any such blanket policy which it maintains in a timely fashion in accordance with the terms of such policy and to take such reasonable\nsteps as are necessary to receive payment or permit recovery thereunder.\n\n(ii)                               If the Master\nServicer causes any Mortgaged Property (other than any REO Property and other than any Mortgaged Property that secures an Outside Serviced\nMortgage Loan) or the Special Servicer causes any REO Property (other than an REO Property acquired in respect of an Outside Serviced\nMortgage Loan) to be covered by a master force placed insurance policy and such policy shall be issued by a Qualified Insurer and provide\nno less coverage in scope and amount for such Mortgaged Property or REO Property than the insurance required to be maintained pursuant\nto Section 3.08(a) of this Agreement, then the Master Servicer or Special Servicer, as the case may be, shall conclusively\nbe deemed to have satisfied its respective obligations to maintain insurance pursuant to Section 3.08(a) of this Agreement.\nSuch policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer, as applicable, shall, in the\nevent that (i) there shall not have been maintained on the related Mortgaged Property or REO Property a policy otherwise complying\nwith the provisions of Section 3.08(a), and (ii) there shall have been one or more losses which would have been\ncovered by such a policy had it been maintained, immediately deposit into the Collection Account or, if applicable, related Whole Loan\nCustodial Account from its own funds the amount not otherwise payable under such policy because of such deductible to the extent that\nany such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan and/or related Serviced Companion\n\n - 258 - \n\n \n\nLoan(s) related thereto, or, in the absence\nof any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.\n\n(iii)                            In either case,\nif the Master Servicer or Special Servicer, as applicable, causes any Mortgaged Property or REO Property to be covered by such “force-placed”\ninsurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than any\nminimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby) shall be\npaid as a Property Advance. Any legal fees or other out-of-pocket costs incurred in accordance with the Servicing Standard in\nconnection with any claim under an insurance policy described above (whether by the Master Servicer or Special Servicer) shall be paid\nby, and reimbursable to, the Master Servicer as a Property Advance.\n\n(c)               \nThe Master Servicer and the Special Servicer shall each obtain and maintain in effect a fidelity bond or similar form of insurance\ncoverage (which may provide blanket coverage) or a combination of fidelity bond and insurance coverage, in such form as is consistent\nwith the Servicing Standard and in such amounts that are consistent with the Servicing Standard, insuring against loss occasioned by fraud,\ntheft or other intentional misconduct of the officers and employees of the Master Servicer or the Special Servicer, as the case may be.\nThe Master Servicer and the Special Servicer each shall be deemed to have complied with this provision if one of its respective Affiliates\nhas such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Master Servicer\nor the Special Servicer, as applicable. In addition, the Master Servicer and the Special Servicer shall each keep in force during the\nterm of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees\nin connection with its obligations to service the Mortgage Loans and any Serviced Companion Loans hereunder in such form as is consistent\nwith the Servicing Standard and in such amounts as are consistent with the Servicing Standard. Notwithstanding the foregoing, so long\nas the Master Servicer (or its corporate parent) or the Special Servicer (or its corporate parent), as applicable, has (i) a short-term\ndeposit or unsecured debt rating of at least “F1” by Fitch, (ii) if rated by KBRA, a long-term unsecured debt rating of at\nleast “A-” by KBRA, and (iii) a long-term unsecured debt rating or deposit account rating of at least “A3” by\nMoody’s, the Master Servicer or the Special Servicer, as applicable, may self-insure for the fidelity bond and errors and omissions\ncoverage otherwise required above. The Master Servicer shall cause each and every Sub-Servicer it has engaged to maintain or cause\nto be maintained by an agent or contractor servicing any Mortgage Loan or Serviced Whole Loan on behalf of such Sub-Servicer, a fidelity\nbond and an errors and omissions insurance policy which satisfy the requirements for the fidelity bond and the errors and omissions policy\nto be maintained by the Master Servicer to comply with the foregoing. All fidelity bonds and policies of errors and omissions insurance\nobtained under this Section 3.08(c) shall be issued by a Qualified Insurer.\n\n(d)              \nEach of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full\nforce and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer\n\n - 259 - \n\n \n\ncovering losses that may be sustained\nas a result of an officer’s or employee’s errors or omissions.\n\nSection 3.09                \nEnforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions.\n\n(a)               \nUpon receipt of any request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision\nunder the Loan Documents of a Serviced Loan, the Special Servicer shall promptly process and analyze such request, including the preparation\nof written materials in connection with such analysis, and determine in a manner consistent with the Servicing Standard whether to waive\nany right to accelerate payment the lender may have, or grant its consent, under the due-on-sale or due-on-encumbrance\nprovision of such Serviced Loan. If the Master Servicer receives any such request with respect to Performing Serviced Loans, the Master\nServicer shall promptly deliver a copy of such request to the Special Servicer. Notwithstanding the forgoing, with respect to any Performing\nServiced Loan as to which the Master Servicer and the Specially Servicer mutually agree, the Master Servicer shall process and analyze\nany such request, including the preparation of written materials in connection with such analysis, in accordance with the Servicing Standard,\nand provide its written recommendation and analysis to the Special Servicer as to whether or not to waive any right to accelerate payment\nthe lender may have, or grant its consent, under the due-on-sale or due-on-encumbrance provision of such Serviced Loan\n(with any such recommended course of action to be subject to the Special Servicer’s consent).\n\nBoth the Master Servicer\nand the Special Servicer (as applicable in accordance with the first paragraph of this Section 3.09(a)) each in a manner consistent\nwith the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable\nlaw, enforce the restrictions contained in the related Loan Documents on transfers or further encumbrances of the related Mortgaged Property\nand on transfers or further encumbrances of interests in the related Mortgagor, unless following receipt of a request for a waiver or\nconsent in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (to the extent that it is processing\nsuch request pursuant to the first paragraph of this Section 3.09(a), with the written consent of the Special Servicer, which\nconsent shall be deemed given if not denied within 15 Business Days (or, with respect to a Serviced Whole Loan, such longer period as\nrequired by the related Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such\nCo-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) after the\nSpecial Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis of the Master Servicer for such\naction and any additional information reasonably available to the Master Servicer that the Special Servicer may reasonably request for\nthe analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the\nMaster Servicer and the Special Servicer) or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard,\nthat the waiver of such restrictions or granting of consent would be in accordance with the Servicing Standard. Promptly after the Master\nServicer (with the written consent of the Special Servicer to the extent required pursuant to this Section 3.09(a)) or the\nSpecial Servicer, as applicable, has made any determination to grant a waiver in respect of a due-on-sale or due-on-encumbrance\nprovision, the Master Servicer or the Special Servicer, as\n\n - 260 - \n\n \n\napplicable, shall: (1) deliver to the Trustee,\nthe Certificate Administrator, each other party to this Agreement and, for posting to the Rule 17g-5 Information Provider’s\nWebsite pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider an Officer’s Certificate\nsetting forth the basis for such determination; *provided* that, notwithstanding anything herein to the contrary, no such Officer’s\nCertificate shall be required to be delivered if the Master Servicer or Special Servicer, as applicable, is granting consent to an assumption\npursuant to this Section 3.09(a) in accordance with the terms of the related Loan Documents and there is no material waiver\nof any conditions or any other provisions of the related Loan Documents with respect thereto; and (2) close the related transaction, subject\nto the consent of the Special Servicer obtained as described above (if the Master Servicer is processing such request) and to the consent\nrights of any applicable Directing Holder and/or the consultation rights of any applicable Consulting Party (to the extent any such Directing\nHolder or Consulting Party has consent or consultation rights, as applicable, pursuant to any related Co-Lender Agreement or pursuant\nto Section 3.17, Section 3.21, Section 3.24, Section 3.29, Section 6.09 or this Section 3.09(a),\nas applicable), and subject to Sections 3.09(b), 3.21, 3.24, 3.25 and Section 3.28; *provided*,\n*however*, that neither the Master Servicer nor the Special Servicer shall enter into any such agreement to the extent that any terms\nthereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause any Trust REMIC to fail to qualify\nas a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal\nincome tax purposes at any time that any Trust Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior\nto, or on parity with, the lien of the related Mortgage.\n\nWith respect to all Serviced\nMortgage Loans and each Serviced Whole Loan, the Special Servicer shall, prior to consenting to a proposed action of the Master Servicer\npursuant to this Section 3.09 that constitutes a Major Decision, and prior to itself taking such an action, obtain the written\nconsent of any applicable Directing Holder, which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected\nto) by such related Directing Holder of the Major Decision Reporting Package for such action, which recommendation and information may\nbe delivered in an electronic format reasonably acceptable to the related Directing Holder and the Master Servicer or the Special Servicer,\nas applicable.\n\nIn addition, neither the\nMaster Servicer nor the Special Servicer may waive the rights of the lender or grant its consent under any “due-on-encumbrance”\nprovision unless (1) the Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the related\nrequest pursuant to this Section 3.09(a)), shall have received a prior written Rating Agency Confirmation with respect to\nsuch action, or (2) the affected Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Whole Loan) (A)\nrepresents less than 2% of the aggregate principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance\nthat is equal to or less than $35,000,000, (C) has a Loan-to-Value Ratio equal to or less than 85% (including any existing and\nproposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate\nof the Stated Principal Balance of the Serviced Mortgage Loan, any related Serviced Companion Loan (if applicable) and the principal amount\nof the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as\na single Mortgage Loan) in the Mortgage Pool based on principal balance or (3) the affected Serviced Mortgage Loan (including a Serviced\nMortgage Loan related to a Serviced Whole Loan) has a principal balance less than $10,000,000;\n\n - 261 - \n\n \n\n*provided* that, for the avoidance of\ndoubt, notwithstanding any provision contained in the related Loan Documents to the contrary, no Rating Agency Confirmation shall be required\nin connection with such waiver or grant of consent under any “due-on-encumbrance” provision if the affected Serviced\nMortgage Loan satisfies the conditions set forth in clause (2) or clause (3) above of this sentence.\n\nFurther, neither the Master\nServicer nor the Special Servicer may waive the rights of the lender or grant its consent under any “due-on-sale”\nprovision unless (1) the Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the related\nrequest pursuant to this Section 3.09(a)), shall have received a prior written Rating Agency Confirmation with respect to\nsuch action, or (2) the affected Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Whole Loan) (A) represents\nless than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or\nless than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single\nMortgage Loan) in the Mortgage Pool based on principal balance or (3) the affected Serviced Mortgage Loan (including a Serviced Mortgage\nLoan related to a Serviced Whole Loan) has a principal balance less than $10,000,000; *provided* that, for the avoidance of doubt,\nnotwithstanding any provision contained in the related Loan Documents to the contrary, no Rating Agency Confirmation shall be required\nin connection with such waiver or grant of consent under any “due-on-sale” provision if the affected Serviced Mortgage\nLoan satisfies the conditions set forth in clause (2) or clause (3) above of this sentence. For the purposes of this Agreement,\ndue-on-sale provisions shall include, without limitation, sales or transfers of Mortgaged Properties, in full or in part, or the\nsale, transfer, pledge or hypothecation of direct or indirect interests in any Mortgagor or its owner, in each case to the extent not\npermitted under the related Loan Documents, and due-on-encumbrance provisions shall include, without limitation, any mezzanine/subordinate\nfinancing of any Mortgagor or any Mortgaged Property or any sale or transfer of preferred equity in any Mortgagor or its owners, in each\ncase to the extent not permitted under the related Loan Documents.\n\nThe Master Servicer or the\nSpecial Servicer, as applicable (in each case, if it is the party processing the related request pursuant to this Section 3.09(a)),\nshall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable, the Controlling\nClass Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor, each Risk Retention\nConsultation Party (other than with respect to any related Excluded RRCP Mortgage Loan), the Rule 17g-5 Information Provider\n(for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement)\nand, with respect to a Serviced Whole Loan, each related Serviced Companion Loan Holder, of any assumption or substitution agreement executed\npursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement, and shall also deliver to the Certificate\nAdministrator (or a Custodian appointed by it) an original of the recorded agreement relating to such assumption or substitution within\n15 Business Days following the execution and receipt thereof by the Master Servicer or the Special Servicer, as applicable.\n\nIn connection with any request\nfor a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer or the Special\nServicer, as applicable (in each case, if it is the party processing the related request pursuant to the first paragraph of this Section 3.09(a)),\nshall deliver a Review Package to the Rule 17g-5 Information Provider for\n\n - 262 - \n\n \n\nposting to the Rule 17g-5 Information\nProvider’s Website in accordance with Section 12.13 of this Agreement.\n\nFurther, subject to the terms\nof the related Loan Documents and applicable law, the Master Servicer or the Special Servicer, as applicable (in each case, if it is the\nparty processing the related request pursuant to this Section 3.09(a)), shall use reasonable efforts to cause all costs in\nconnection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation, to be paid by the related\nMortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency charges in connection\nwith the foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional Trust Fund Expense if such Property\nAdvance would be a Nonrecoverable Advance).\n\nTo the extent not prohibited\nby the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, may charge the related Mortgagor\na fee in connection with any enforcement or waiver contemplated in this subsection (a); *provided* that any such fee\nshall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.\n\n(b)              \nNothing in this Section 3.09 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to\nreceive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any\nlien or other encumbrance with respect to such Mortgaged Property.\n\n(c)               \nIn connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master\nServicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant\nto Section 3.09(a) of this Agreement shall contain any terms that are different from, any term of any Mortgage Loan or\nServiced Companion Loan or the related Note, other than pursuant to Section 3.24 of this Agreement.\n\n(d)              \nWith respect to any Serviced Mortgage Loan or Serviced Whole Loan which permits release of Mortgaged Properties through defeasance,\nand to the extent consistent with the terms of the related Loan Documents:\n\n(i)                                  Subject to the\nconsent rights of the Special Servicer (with respect to Special Servicer Decisions and Major Decisions) and the Directing Holder and\nthe process set forth in Sections 3.24 and 6.09 with respect to Major Decisions and Special Servicer Decisions (*provided*that such consent rights of the Special Servicer and/or the Directing Holder shall be subject to the limitations set forth in Section\n3.09(e)), the Master Servicer shall process all defeasances of Serviced Mortgage Loans and Serviced Whole Loans in accordance with\nthe terms of the related Loan Documents, and shall be entitled to any defeasance fees paid relating thereto (*provided* that for\nthe avoidance of doubt, any such defeasance fee shall not include the Special Servicer’s portion of any Modification Fees or waiver\nfees in connection with a defeasance to which the Special Servicer is entitled under this Agreement).\n\n - 263 - \n\n \n\n(ii)                               In the event\nsuch Serviced Mortgage Loan or Serviced Whole Loan requires that the Master Servicer on behalf of the Trustee purchase the required “government\nsecurities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply\nwith Treasury Regulations Section 1.860G-2(a)(8)(ii), the Master Servicer, an accommodation Mortgagor pursuant to clause (v)\nbelow or the Mortgagor shall, at the Mortgagor’s expense (to the extent consistent with the related Loan Documents), purchase or\ncause the purchase of such obligations in accordance with the terms of such Mortgage Loan or Serviced Whole Loan and deliver to the Master\nServicer, in the case of the Mortgagor, or in the case of the Master Servicer, hold the same on behalf of the Trust Fund and, if applicable,\nthe related Serviced Companion Loan Holder; *provided* that, subject to the related Loan Documents, the Master Servicer shall not\naccept the amounts paid by the related Mortgagor to effect defeasance until acceptable “government securities” within the\nmeaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations\nSection 1.860G-2(a)(8)(ii) have been identified, in each case which are acceptable as defeasance collateral under the\nthen most recently published current guidelines of the Rating Agencies. Notwithstanding the foregoing, with respect to each of the Mortgage\nLoans identified on Exhibit Q to this Agreement (each, a “Retained Defeasance Rights and Obligations Mortgage\nLoan” and, collectively, the “Retained Defeasance Rights and Obligations Mortgage Loans”), the related Mortgage\nLoan Seller or originator has transferred to a third party or has retained the right to establish or designate the successor borrower\nand/or to purchase or cause to be purchased the related defeasance collateral (“Retained Defeasance Rights and Obligations”).\nIn the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan that provides for Retained Defeasance\nRights and Obligations in the related Loan Documents, the Master Servicer shall provide, within five (5) business days of receipt\nof such notice, written notice of such defeasance request to the related Mortgage Loan Seller (or such other party specified below) or\nto the related Mortgage Loan Seller’s assignee. Until such time as CREFI provides written notice to the contrary, the notice of\na defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which CREFI is the related Mortgage Loan Seller\nshall be delivered to *richard.simpson@citi.com* and *ana.rosu@citi.com*. Until such time as GACC provides written notice to\nthe contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which GACC is the related\nMortgage Loan Seller shall be delivered to German American Capital Corporation, One Columbus Circle, New York, New York 10019, Attention:\nLainie Kaye, with a copy by electronic mail to *cmbs.requests@db.com*. Until such time as GSMC provides written notice to the contrary,\nthe notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which GSMC is the related Mortgage\nLoan Seller shall be delivered to Goldman Sachs Mortgage Company, 200 West Street, New York, New York 10282, Attention: Scott Epperson,\nemail: Scott.Epperson@gs.com and gs-refgsecuritization@gs.com, with a copy to Structured Finance Legal (REFG), email: gs-refglegal@gs.com.\nUntil such time as Barclays provides written notice to\n\n - 264 - \n\n \n\nthe contrary, the notice of a defeasance\nof a Mortgage Loan with Retained Defeasance Rights and Obligations as to which Barclays is the related Mortgage Loan Seller shall be delivered\nto Barclays in accordance with Section 12.04.\n\n(iii)                            The Master Servicer\nshall require, to the extent the related Loan Documents grant the mortgagee discretion to so require, delivery of an Opinion of Counsel\n(which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents) to the effect that the\nTrustee on behalf of the Trust Certificateholders and the Uncertificated Interest Owners has a first priority security interest in the\ndefeasance deposit and the “government securities” within the meaning of Section 2(a)(16) of the Investment Company\nAct of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), and the assignment\nthereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such\ndefeasance shall be in form and substance acceptable to the Master Servicer.\n\n(iv)                           The Master Servicer\nshall obtain, to the extent the related Loan Documents grant the mortgagee discretion to so obtain, a certificate (which shall be an\nexpense of the related Mortgagor to the extent consistent with the related Loan Documents) from an Independent certified public accountant\ncertifying that the “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of\n1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), comply with the requirements\nof the related Loan Agreement or Mortgage.\n\n(v)                              To the extent\nconsistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance, the Master Servicer\nshall (at the Mortgagor’s expense) obtain a Rating Agency Confirmation; *provided* that the Master Servicer shall not be required\nto obtain such Rating Agency Confirmation from any Rating Agency to the extent that the Master Servicer has delivered a defeasance certificate\nto such Rating Agency substantially in the form of Exhibit DD to this Agreement for any Mortgage Loan that, at the time\nof such defeasance, is (x) not one of the ten largest Mortgage Loans by Stated Principal Balance, (y) a Mortgage Loan with\na Stated Principal Balance equal to or less than $35,000,000 and (z) a Mortgage Loan that represents less than 5% of the Stated Principal\nBalance of all Mortgage Loans.\n\n(vi)                           If the Mortgage\nLoan or Serviced Whole Loan permits the related Mortgagor or the lender or its designee to cause an accommodation Mortgagor to assume\nsuch defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish at the Mortgagor’s cost and expense\n(and shall use efforts consistent with the Servicing Standard to cause the related Mortgagor to consent to such assumption) a\nspecial purpose bankruptcy-remote entity to assume such obligations, as to which the Trustee and the Certificate Administrator has\nreceived a Rating Agency Confirmation (if such confirmation is required pursuant to the then most recently published guidelines of the\nRating Agencies).\n\n - 265 - \n\n \n\n(vii)                        To the extent\nconsistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay all costs and expenses incurred\nin connection with the defeasance of the related Mortgage Loan or Serviced Whole Loan. In the event that the Mortgagor is not required\nto pay any such costs and expenses under the terms of the Loan Documents, such costs and expenses shall be Additional Trust Fund Expenses.\n\n(viii)                     In no event\nshall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a Rating Agency Confirmation (or conditioning\napproval of defeasance on the delivery of a Rating Agency Confirmation) or for imposing conditions to approval of a defeasance\non the satisfaction of conditions that are consistent with the Servicing Standard but are not required under Rating Agency guidelines\n(*provided* that this shall not protect the Master Servicer from any liability that may be imposed as a result of the violation\nof applicable law or the Loan Documents).\n\n(ix)                             The Master Servicer\nmay accept as defeasance collateral any “government security,” within the meaning of Treasury Regulation’s Section 1.860G-(2)(a)(8)(ii),\nnotwithstanding any more restrictive requirements in the Loan Documents; *provided*, that the Master Servicer has received an Opinion\nof Counsel that acceptance of such defeasance collateral will not endanger the status of any Trust REMIC as a REMIC or result in the\nimposition of a tax upon any Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions”\nas defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the\nCode, but not including the tax on “net income from foreclosure property” as set forth in Section 860G(c) of the Code).\n\n(e)               \nNotwithstanding any other provision of this Agreement, without any other approval, consent or consultation of the Special Servicer\n(in the case of the Master Servicer) or the Directing Holder (in either case), the Master Servicer (for Performing Serviced Loans) or\nthe Special Servicer (for Specially Serviced Loans) may grant and process a Mortgagor’s request for consent (i) to subject the related\nMortgaged Property to an immaterial easement, right of way or similar agreement for utilities, access, parking, public improvements or\nanother purpose (and may consent to subordination of the related Serviced Loan to such easement, right of way or similar agreement), that\ndoes not materially affect the use or value of the related Mortgaged Property or the related borrower’s ability to make any payments\nwith respect to the related Serviced Loan, (ii) to the release, substitution or addition of collateral securing any Serviced Loan in connection\nwith a defeasance of such collateral (*provided* that the proposed defeasance collateral is of a type permitted under the related\nLoan Documents and *provided further* that such defeasance does not require any modification, waiver, consent or amendment of such\nLoan Documents as described in the definition of “Major Decision”) and (iii) related to any condemnation action that is pending,\nor threatened in writing, and would affect a non-material portion of the Mortgaged Property; *provided* that, in each case, (A) such\naction will not cause any Trust REMIC to fail to qualify as a REMIC at any time that any Trust Certificates are outstanding (and the Master\nServicer or Special Servicer may rely on an\n\n - 266 - \n\n \n\nOpinion of Counsel in determining such)\nand (B) in the case of any action described in clause (ii) above, the Master Servicer or Special Servicer, as applicable, shall have complied\nwith the provisions of Section 3.09(d) (other than the requirement to obtain the consent of the Special Servicer and/or the Directing\nHolder as contemplated by Section 3.09(d)(i)).\n\nSection 3.10                \nAppraisal Reductions; Calculation and Allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans.\n\n(a)               \nPromptly upon knowledge of the occurrence of an Appraisal Reduction Event with respect to a Serviced Loan, the Special Servicer\nshall use reasonable efforts to (i) obtain an updated Appraisal of the related Mortgaged Property, the costs of which shall be advanced\nby, and reimbursable to, the Master Servicer as a Property Advance (or shall be an expense of the Trust Fund and paid by the Master Servicer\nout of the Collection Account if such Property Advance would be a Nonrecoverable Advance) or (ii) conduct an internal valuation if the\nrelated Serviced Mortgage Loan (considering any Cross-Collateralized Group as a single Mortgage Loan) or Serviced Whole Loan has an\noutstanding principal balance of less than $2,000,000 (*provided* that the Special Servicer may, in its sole discretion in accordance\nwith the Servicing Standard, obtain an updated Appraisal of the related Mortgaged Property as contemplated by the preceding clause (i));\n*provided*, *however*, that the Special Servicer shall not be required to obtain an updated Appraisal or conduct an internal\nvaluation of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine (9) months old unless the\nSpecial Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate.\nWith respect to any Serviced Loan for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain\nannual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect\nto a Serviced Whole Loan shall be delivered by the Special Servicer, upon request, to each related Serviced Companion Loan Holder.\n\nAs of the first Determination\nDate following a Serviced Trust Loan becoming an AB Modified Loan, the Special Servicer shall calculate whether a Collateral Deficiency\nAmount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained (or, if applicable, internal\nvaluation performed) by the Special Servicer with respect to such Serviced Trust Loan, and all other information relevant to a Collateral\nDeficiency Amount determination. The Master Servicer shall provide (via electronic delivery) the Special Servicer with information in\nits possession that is reasonably required to calculate or recalculate any Collateral Deficiency Amount pursuant to the definition thereof\nusing reasonable efforts to deliver such information within five (5) Business Days of the Special Servicer’s reasonable written\nrequest.\n\nWith respect to each Outside\nServiced Mortgage Loan, the Collateral Deficiency Amount shall be the portion of any “collateral deficiency amount” relating\nto such Outside Serviced Whole Loan, that is calculated pursuant to the applicable Outside Servicing Agreement by the related Outside\nSpecial Servicer or related Outside Servicer, as applicable, and that is allocable to such Outside Serviced Mortgage Loan pursuant to\nsuch Outside Servicing Agreement\n\n - 267 - \n\n \n\nand the related Co-Lender Agreement. The\nparties hereto shall be entitled to rely on such calculations as reported to them by the related Outside Servicer or other applicable\nparty to such Outside Servicing Agreement. The Uncertificated Interest Owners and, by their acceptance of their Trust Certificates, the\nTrust Certificateholders shall be deemed to have acknowledged that the applicable Outside Servicing Agreement and the related Co-Lender\nAgreement, taken together, provide that any such “collateral deficiency amount” will be calculated under the applicable Outside\nServicing Agreement by the applicable party thereto.\n\nThe Certificate Balance of\neach Class of applicable Principal Balance Certificates shall be notionally reduced (for purposes of determining the identity of\nthe Non-Reduced Certificates and the Controlling Class, as well as the occurrence of a Control Termination Event or an Operating Advisor\nConsultation Trigger Event (exclusive of a Loan-Specific Operating Advisor Consultation Trigger Event), and, to the extent expressly set\nforth herein, for purposes of allocating and/or exercising Voting Rights or Pooled Voting Rights, as appliable, in connection with certain\ncircumstances involving the termination of certain parties hereto) as of any date of determination to the extent of the Appraisal Reduction\nAmount(s) allocated to such Class on the preceding Distribution Date. An amount equal to the Vertically Retained Percentage of the\naggregate Appraisal Reduction Amount allocated to, or in respect of, the Mortgage Loans for any Distribution Date shall be applied to\nnotionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest (which amount shall, in turn,\nbe applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR\nInterest Balance of the Uncertificated VRR Interest, *pro rata,* based on the respective then-outstanding amounts of such Certificate\nBalance and Uncertificated VRR Interest Balance). The Non-Vertically Retained Percentage of the aggregate Appraisal Reduction Amount\nallocated to, or in respect of, the Mortgage Loans for any Distribution Date shall be applied to notionally reduce the Certificate Balances\nof the following Classes of Non-Vertically Retained Principal Balance Certificates in the following order of priority: *first*, to\nthe Class G-RR Certificates; *second*, to the Class F-RR Certificates; *third*, to the Class E Certificates; *fourth*,\nto the Class D Certificates; *fifth*, to the Class C Certificates; *sixth*, to the Class B Certificates; *seventh*,\nto the Class A-S Certificates; and finally, *pro rata* to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates\nand (iii) Class A-3 Certificates, based on their respective Certificate Balances (*provided* in each case that no Certificate\nBalance in respect of any such Class may be notionally reduced below zero). In addition, as of any date of determination, for purposes\nof determining the Controlling Class or the occurrence of a Control Termination Event, and after taking into account the allocations\ncontemplated by the prior sentence, the Non-Vertically Retained Percentage of Collateral Deficiency Amounts in respect of or allocated\nto the Mortgage Loans shall be applied to notionally reduce the Certificate Balances of the respective Classes of the Control Eligible\nCertificates in the following order of priority (in each case after taking into account any Appraisal Reduction Amounts allocated thereto):\n*first*, to the Class G-RR Certificates; *second*, to the Class F-RR Certificates; and *third*, to the Class E\nCertificates (*provided* in each case that no Certificate Balance in respect of any such Class may be notionally reduced below\nzero). Furthermore, as of any date of determination, for purposes of determining the occurrence of an Operating Advisor Consultation Trigger\nEvent (exclusive of a Loan-Specific Operating Advisor Consultation Trigger Event), and after taking into account the allocations contemplated\nby the second preceding sentence, the Non-Vertically Retained Percentage of Collateral Deficiency Amounts in respect of or allocated to\nthe Mortgage Loans shall be applied to notionally reduce the Certificate Balances of the respective Classes of the Certificates constituting\nthe HRR Interest in\n\n - 268 - \n\n \n\nthe following order of priority (in each case\nafter taking into account any Appraisal Reduction Amounts allocated thereto): *first*, to the Class G-RR Certificates; and *second*,\nto the Class F-RR Certificates (*provided* in each case that no Certificate Balance in respect of any such Class may be\nnotionally reduced below zero). For the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence of\na Control Termination Event, a Class of Control Eligible Certificates (and for purposes of determining an Operating Advisor Consultation\nTrigger Event (exclusive of a Loan-Specific Operating Advisor Consultation Trigger Event), a Class of Certificates that is part of the\nHRR Interest) may be allocated the Non-Vertically Retained Percentage of both applicable Appraisal Reduction Amounts and applicable Collateral\nDeficiency Amounts, as provided above in this paragraph.\n\nFor purposes of determining\nthe identity of the related Non-Reduced Loan-Specific Certificates and Loan-Specific Controlling Class, as well as the occurrence of a\nrelated Loan-Specific Control Termination Event or Loan-Specific Operating Advisor Consultation Trigger Event (and, to the extent expressly\nset forth herein, for purposes of allocating and/or exercising related Voting Rights or Loan-Specific Voting Rights, as applicable, in\nconnection with certain circumstances involving the termination of certain parties hereto), any Appraisal Reduction Amount allocated to\na Trust Subordinate Companion Loan shall be allocated between any related Loan-Specific VRR Interest and the related Loan-Specific Principal\nBalance Certificates that are not part of any such related Loan-Specific VRR Interest on a *pro rata* basis by principal balance,\nwith any portion of such Appraisal Reduction Amount allocated to the related Loan-Specific Principal Balance Certificates that are not\npart of a related Loan-Specific VRR Interest (which may be all of such Appraisal Reduction Amount if there is no related Loan-Specific\nVRR Interest) being so allocated to the respective Classes of related Loan-Specific Principal Balance Certificates that are not part of\na related Loan-Specific VRR Interest in reverse sequential order of payment priority, in the case of each Class of related Loan-Specific\nPrincipal Balance Certificates and each related Loan-Specific Uncertificated Interest to notionally reduce the Certificate Balance or\nUncertificated Interest Balance, as applicable, thereof until the Certificate Balance or Uncertificated Interest Balance, as applicable,\nthereof is reduced to zero.  In addition, as of any date of determination, for purposes of determining the related Loan-Specific\nControlling Class or the occurrence of a related Loan-Specific Control Termination Event, and after taking into account the allocations\ncontemplated by the prior sentence, any Collateral Deficiency Amounts in respect of or allocated to a Trust Subordinate Companion Loan\n(or a proportionate share thereof by principal balance if there is a related Loan-Specific VRR Interest) shall be allocated to each Class\nof related Loan-Specific Control Eligible Certificates (if more than one, in reverse sequential order of payment priority) to notionally\nreduce the Certificate Balance thereof until the related Certificate Balance of each such Class is reduced to zero. Furthermore, as of\nany date of determination, for purposes of determining the occurrence of a related Loan-Specific Operating Advisor Consultation Trigger\nEvent, and after taking into account the allocations contemplated by the second preceding sentence, any Collateral Deficiency Amounts\nin respect of or allocated to a Trust Subordinate Companion Loan (or a proportionate share thereof by principal balance if there is a\nrelated Loan-Specific VRR Interest) shall be allocated to each Class of related Loan-Specific Principal Balance Certificates that are\npart of a related Loan-Specific HRR Interest (if more than one, in reverse sequential order of payment priority) to notionally reduce\nthe Certificate Balance thereof until the related Certificate Balance of each such Class is reduced to zero.   For the avoidance\nof doubt, for purposes of determining the related Loan-Specific Controlling Class or the occurrence of a related Loan-Specific Control\nTermination Event or Loan-Specific Operating\n\n - 269 - \n\n \n\nAdvisor Consultation Trigger Event, a Class\nof related Loan-Specific Control Eligible Certificates (or, for purposes of determining the occurrence of a related Loan-Specific Operating\nAdvisor Consultation Trigger Event, a Class of related Loan-Specific Principal Balance Certificates that is part of a related Loan-Specific\nHRR Interest) may be allocated both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts in respect of\nor allocated to the related Trust Subordinate Companion Loan (or a proportionate share thereof by principal balance if there is a related\nLoan-Specific VRR Interest), as provided above in this paragraph.\n\nWith respect to any Appraisal\nReduction Amount calculated for the purposes of determining the Non-Reduced Certificates and the Non-Reduced Loan-Specific Certificates\nor, to the extent expressly set forth herein, for the purposes of allocating and/or exercising Voting Rights, Pooled Voting Rights or\nLoan-Specific Voting Rights in connection with certain circumstances involving the termination of certain parties hereto, and with respect\nto any Appraisal Reduction Amount or Collateral Deficiency Amount calculated for purposes of determining the Controlling Class or a Loan-Specific\nControlling Class, or the occurrence of a Control Termination Event, a Loan-Specific Control Termination Event, an Operating Advisor Consultation\nTrigger Event or a Loan-Specific Operating Advisor Consultation Trigger Event, the appraised value of the related Mortgaged Property shall\nbe determined on an “as-is” basis.\n\nThe Special Servicer shall\npromptly notify the Master Servicer, the Operating Advisor, the Controlling Class Representative (for so long as it is the applicable\nDirecting Holder or a Consulting Party) and the Certificate Administrator of the determination and any redetermination of (i) any Appraisal\nReduction Amount, (ii) any Collateral Deficiency Amount, and (iii) any resulting Cumulative Appraisal Reduction Amount by providing such\ninformation in the CREFC® Appraisal Reduction Template or in a format mutually agreeable to both the Special Servicer and\nthe recipient, and the Certificate Administrator shall promptly post notice of the determination of any such Appraisal Reduction Amount,\nCollateral Deficiency Amount and/or Cumulative Appraisal Reduction Amount, as applicable, including such CREFC® Appraisal\nReduction Template, on the Certificate Administrator’s Website.\n\nAny Appraisal Reduction Amounts\nwith respect to each Serviced Whole Loan shall be allocated, *first*, to any related Serviced Subordinate Companion Loan(s) (up to\nthe outstanding principal balance(s) thereof), and *then*, to the related Serviced Mortgage Loan and any related Serviced Pari Passu\nCompanion Loan(s), on a *pro rata* and *pari passu* basis in accordance with the respective outstanding principal balances of\nsuch related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s). Notwithstanding the foregoing, if so provided\nin the related Co-Lender Agreement, the holder of a Serviced Subordinate Companion Loan may be permitted to post cash or a letter\nof credit to offset all or some portion of an Appraisal Reduction Amount.\n\nThe Holders of the majority\n(by Certificate Balance) of an Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer\nto order a second Appraisal of the Mortgaged Property securing any Serviced Loan (or, in the case of a Class of Loan-Specific Control\nEligible Certificates that is an Appraised-Out Class, the related Serviced Whole Loan) as to which there exists an Appraisal Reduction\nAmount or a Collateral Deficiency Amount (such Holders, the “Requesting Holders”). The Special Servicer shall use its\nreasonable efforts to cause such Appraisal to be (i) delivered within 30 days from receipt of the Requesting\n\n - 270 - \n\n \n\nHolders’ written request and (ii) prepared\non an “as-is” basis by an Appraiser in accordance with MAI standards. Upon receipt of such second Appraisal, the Special\nServicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such second Appraisal, any recalculation\nof the applicable Appraisal Reduction Amount or Collateral Deficiency Amount is warranted and, if so warranted, the Special Servicer shall\nrecalculate such Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based upon such second Appraisal and receipt\nof information reasonably requested by the Special Servicer from the Master Servicer and reasonably required to calculate or recalculate\nthe Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. The Special Servicer shall promptly deliver notice to the\nCertificate Administrator, the Master Servicer, the Controlling Class Representative (for so long as it is the applicable Directing Holder\nor a Consulting Party) and the Operating Advisor of any such determination and recalculation of Appraisal Reduction Amount or Collateral\nDeficiency Amount, as applicable, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s\nWebsite. If required by any such recalculation, the applicable Appraised-Out Class shall be reinstated as the Controlling Class or\napplicable Loan-Specific Controlling Class (if and as applicable) and each affected Class of Principal Balance Certificates and Loan-Specific\nPrincipal Balance Certificates and each affected Uncertificated Interest will, if applicable, have its related Certificate Balance or\nUncertificated Interest Balance, as applicable, notionally restored to the extent required by such recalculation of the Appraisal Reduction\nAmount or Collateral Deficiency Amount, as applicable.\n\nAny Appraised-Out Class as\nto which one or more Holders are Requesting Holders challenging the Special Servicer’s Appraisal Reduction Amount or Collateral\nDeficiency Amount determination may not exercise any direction, control, consent and/or similar rights of the Controlling Class or the\napplicable Loan-Specific Controlling Class, as applicable, until such time, if any, as such Class is reinstated as the Controlling Class\nor the applicable Loan-Specific Controlling Class, as applicable, and no Control Termination Event exists, in the case of the Controlling\nClass, or no applicable Control Appraisal Period in respect of the related Serviced Whole Loan or related Loan-Specific Control Termination\nEvent exists, in the case of a Loan-Specific Controlling Class, and the rights of the Controlling Class or the applicable Loan-Specific\nControlling Class shall be exercised by the most subordinate Class of Control Eligible Certificates or applicable Loan-Specific Control\nEligible Certificates, as applicable, that is not an Appraised-Out Class, if any, during such period.\n\nAppraisals that are to be\nobtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals\nthat the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard\nto any appraisal requests made by any Holder of an Appraised-Out Class.\n\n(b)              \nIn connection with any foreclosure, enforcement of the Loan Documents or other acquisition, the Master Servicer in accordance with\nSection 3.20 of this Agreement shall pay the out-of-pocket costs and expenses in any such proceedings as a Property\nAdvance unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would constitute a Nonrecoverable\nAdvance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account).\nThe Master Servicer shall be entitled to reimbursement of Advances (with\n\n - 271 - \n\n \n\ninterest at the Advance Rate) made pursuant\nto the preceding sentence to the extent permitted by Section 3.06(a)(ii) of this Agreement.\n\nSubject to Section 3.21\nof this Agreement, if the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws of the state\nwhere the Mortgaged Property is located, the Special Servicer shall not be required to pursue a deficiency judgment against the related\nMortgagor or any other liable party if the laws of the state do not permit such a deficiency judgment after a non-judicial foreclosure\nor if the Special Servicer determines, in accordance with the Servicing Standard, that the likely recovery if a deficiency judgment is\nobtained will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency judgment and such determination\nis evidenced by an Officer’s Certificate delivered to the Trustee, the Certificate Administrator, any applicable Directing Holder\nand any applicable Consulting Party.\n\nIn the event that title to\nany Mortgaged Property (other than any Mortgaged Property related to an Outside Serviced Mortgage Loan) is acquired in foreclosure or\nby deed-in-lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee, to a co-trustee or to its\nnominee (which shall not include the Master Servicer but may be a single member limited liability company owned by the Trust and managed\nby the Special Servicer) or a separate trustee or co-trustee on behalf of the Trustee as holder of the Lower-Tier Regular\nInterests, the Mortgage Loan REMIC Regular Interests and the Trust Subordinate Companion Loan REMIC Regular Interests and on behalf of\nthe Holders of the Trust Certificates, the Uncertificated Interest Owners and, if applicable, any related Serviced Companion Loan Holders.\nNotwithstanding any such acquisition of title and cancellation of the related Serviced Mortgage Loan, the related Serviced Mortgage Loan\nshall (except for purposes of Section 9.01) be considered to be an REO Mortgage Loan held in the Trust Fund until such time\nas the related REO Property shall be sold by the Trust Fund and shall be reduced only by collections net of expenses.\n\n(c)               \nNotwithstanding any provision to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund any personal\nproperty pursuant to this Section 3.10 unless either:\n\n(i)                                  such personal\nproperty is (in the good faith judgment of the Special Servicer) incident to real property (within the meaning of Code Section 856(e)(1)) so\nacquired by the Special Servicer for the benefit of the Trust Fund; or\n\n(ii)                               the Special Servicer\nshall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund) to the effect that the\nholding of such personal property by the Trust Fund will not cause the imposition of a tax on a Trust REMIC under the REMIC Provisions\nor cause any Trust REMIC to fail to qualify as a REMIC for federal income tax purposes or cause the Grantor Trust to fail to qualify\nas a grantor trust for federal income tax purposes at any time that any Trust Certificate is outstanding.\n\n(d)              \nNotwithstanding any provision to the contrary in this Agreement, neither the Special Servicer nor the Master Servicer shall, on\nbehalf of the Trust Fund or, if\n\n - 272 - \n\n \n\napplicable, the related Serviced Companion\nLoan Holder, obtain title to any direct or indirect partnership or membership interest or other equity interest in any Mortgagor pledged\npursuant to any pledge agreement, unless the Master Servicer or the Special Servicer shall have requested and received an Opinion of Counsel\n(which opinion shall be an expense of the Trust Fund) to the effect that the holding of such partnership or membership interest or other\nequity interest by the Trust Fund will not cause the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause any Trust\nREMIC to fail to qualify as a REMIC for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust for\nfederal income tax purposes at any time that any Trust Certificate is outstanding.\n\n(e)               \nNotwithstanding any provision to the contrary contained in this Agreement, the Special Servicer shall not, on behalf of the Trust\nFund or, if applicable, the related Serviced Companion Loan Holders, obtain title to a Mortgaged Property as a result of foreclosure or\nby deed-in-lieu of foreclosure or otherwise, obtain title to any direct or indirect partnership or membership interest in any\nMortgagor pledged pursuant to a pledge agreement and thereby be the beneficial owner of a Mortgaged Property, and shall not otherwise\nacquire possession of, or take any other action with respect to, any Mortgaged Property if, as a result of any such action, the Custodian,\nthe Trustee, the Certificate Administrator, the Trust Fund, the Trust Certificateholders, the Uncertificated Interest Owners or, if applicable,\nthe related Serviced Companion Loan Holders, would be considered to hold title to, or be a “mortgagee-in-possession”\nof, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental\nResponse, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Special Servicer has\npreviously determined in accordance with the Servicing Standard, based on an updated environmental assessment report prepared by an Independent\nPerson who regularly conducts environmental audits, that:\n\n(i)                                  such Mortgaged\nProperty is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant, that it\nwould be in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder (as a collective whole) to take\nsuch actions as are necessary to bring such Mortgaged Property in compliance therewith; and\n\n(ii)                               there are no\ncircumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials for which investigation,\ntesting, monitoring, containment, clean-up or remediation could be required under any currently effective federal, state or local\nlaw or regulation, or that, if any such Hazardous Materials are present for which such action could be required, after consultation with\nan environmental consultant, it would be in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder(s)\n(as a collective whole as if the Trust Fund and, if applicable, any related Serviced Companion Loan Holder(s) constituted a single lender\n(and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of any related Subordinate Companion Loan(s)))\nto take such actions with respect to the affected Mortgaged Property as could be required by such law or regulation.\n\n - 273 - \n\n \n\nIn the event that the environmental\nassessment first obtained by the Special Servicer with respect to a Mortgaged Property indicates that such Mortgaged Property may not\nbe in compliance with applicable environmental laws or that Hazardous Materials may be present but does not definitively establish such\nfact, the Special Servicer shall cause such further environmental tests to be conducted by an Independent Person who regularly conducts\nsuch tests as the Special Servicer shall deem prudent to protect the interests of Trust Certificateholders, the Uncertificated Interest\nOwners and any related Serviced Companion Loan Holder. Any such tests shall be deemed part of the environmental assessment obtained by\nthe Special Servicer for purposes of this Section 3.10.\n\nIn the event that the Special\nServicer seeks to obtain title to a Mortgaged Property on behalf of the Trust Fund and any related Serviced Companion Loan Holder, the\nSpecial Servicer may, in its discretion, establish a single member limited liability company with the Trust Fund and any related Serviced\nCompanion Loan Holder as the sole owner to hold title to such Mortgaged Property.\n\n(f)               \nThe environmental assessment contemplated by Section 3.10(e) of this Agreement shall be prepared within three\nmonths of the determination that such assessment is required by any Independent Person who regularly conducts environmental audits for\npurchasers of commercial property where the Mortgaged Property is located, as determined by the Special Servicer in a manner consistent\nwith the Servicing Standard and, if applicable, any secured creditor impaired property policy issued on or prior to the Closing Date with\nrespect to any Trust Loan (including that the environmental assessment identify any potential pollution conditions (as defined in the\nenvironmental insurance policy) with respect to the related Mortgaged Property). The Master Servicer shall advance the cost of preparation\nof such environmental assessments unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance\nwould be a Nonrecoverable Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out\nof the Collection Account). The Master Servicer shall be entitled to reimbursement of Advances (with interest at the Advance Rate) made\npursuant to the preceding sentence in the manner set forth in Section 3.06 of this Agreement. Copies of any environmental\nassessment prepared pursuant to Section 3.10(e) of this Agreement shall be provided to the Holder of any Principal Balance\nCertificates, the applicable Loan-Specific Principal Balance Certificates (if the subject Mortgaged Property relates to a Trust Subordinate\nCompanion Whole Loan) and any related Serviced Companion Loan Holder upon written request to the Special Servicer.\n\n(g)              \nIf the Special Servicer determines pursuant to Section 3.10(e)(i) of this Agreement that a Mortgaged Property\nis not in compliance with applicable environmental laws, but that it is in the best economic interest of the Trust Fund and any related\nServiced Companion Loan Holder(s), as a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder(s) constituted\na single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of any related Subordinate Companion\nLoan(s)), to take such actions as are necessary to bring such Mortgaged Property in compliance therewith, or if the Special Servicer determines\npursuant to Section 3.10(e)(ii) of this Agreement that the circumstances referred to therein relating to Hazardous Materials\nare present, but that it is in the best economic interest of\n\n - 274 - \n\n \n\nthe Trust Fund and any related Serviced\nCompanion Loan Holder(s), as a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder(s) constituted a single\nlender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of any related Subordinate Companion\nLoan(s)), to take such action with respect to the containment, clean-up or remediation of Hazardous Materials affecting such Mortgaged\nProperty as is required by law or regulation, then the Special Servicer shall take such action as it deems to be in the best economic\ninterest of the Trust Fund and any related Serviced Companion Loan Holder(s), as a collective whole as if the Trust Fund and any related\nServiced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate\nnature of any related Subordinate Companion Loan(s)). The Master Servicer shall pay the cost of any such compliance, containment, clean-up\nor remediation from the Collection Account.\n\n(h)              \nThe Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to\nthe IRS and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required to be reported with\nrespect to any Mortgage Loan or Serviced Companion Loan which is abandoned or foreclosed and the Master Servicer shall report to the IRS\nand the related Mortgagor, in the manner required by applicable law, such information and the Master Servicer shall report, via IRS Form 1099C,\nall forgiveness of indebtedness to the extent such information has been provided to the Master Servicer by the Special Servicer. Upon\nrequest, the Master Servicer shall deliver a copy of any such report to the Trustee, the Certificate Administrator and, if affected, to\nany related Serviced Companion Loan Holder.\n\nSection 3.11                \nTrustee, Certificate Administrator and Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full of any\nMortgage Loan or Serviced Whole Loan or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full\nhas been escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately notify the Trustee,\nthe Certificate Administrator and the Custodian and, if affected, the related Serviced Companion Loan Holder by delivery of a certification\n(which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment\nwhich are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement have been or will\nbe so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File. No expenses incurred in connection with\nany instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund.\n\nFrom time to time upon request\nof the Master Servicer or Special Servicer and delivery to the Certificate Administrator of a Request for Release (which may be sent by\nemail), the Certificate Administrator (or a Custodian appointed by it) shall promptly release the Mortgage File (or any portion thereof)\ndesignated in such Request for Release to the Master Servicer or Special Servicer, as applicable. Upon return of the foregoing to the\nCertificate Administrator (or a Custodian appointed by it) or, in the event of a liquidation or conversion of the Mortgage Loan or Serviced\nWhole Loan into an REO Property, receipt by the Trustee and the Certificate Administrator of a certificate of a Servicing Officer stating\nthat such Mortgage Loan or Serviced Whole Loan was liquidated and that all amounts received or to be received in connection with such\nliquidation which are required to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan or Serviced\nWhole Loan has become an REO Property, the Certificate\n\n - 275 - \n\n \n\nAdministrator shall deliver (or cause any Custodian\nappointed by it to deliver) a copy of the Request for Release to the Master Servicer or Special Servicer, as applicable.\n\nWithin three (3) Business\nDays, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer any\ncourt pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably\nacceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action\nbrought to obtain judgment against any Mortgagor on the Mortgage Loan or Serviced Whole Loan, or to obtain a deficiency judgment, or to\nenforce any other remedies or rights provided by the Loan Documents or otherwise available at law or in equity. Each such certification\nshall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or\npleadings are required, and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of\nthe Mortgage or other security agreement, except for the termination of such a lien upon completion of the foreclosure or trustee’s\nsale.\n\nIf from time to time, pursuant\nto the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan,\nand as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside\nServicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced\nMortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Certificate\nAdministrator and the Certificate Administrator shall release (or cause any Custodian appointed by it to release) such original Note to\nthe requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance\nwith the preceding sentence, the Certificate Administrator (or a Custodian appointed by it) shall obtain such documentation as is appropriate\nto evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case\nmay be, of such original Note as custodian on behalf of and for the benefit of the Trustee.\n\nSection 3.12                \nServicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation.\n\n(a)               \nAs compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan (including\neach Mortgage Loan that is a Specially Serviced Loan and each Outside Serviced Mortgage Loan), each REO Mortgage Loan, each Serviced Companion\nLoan (including each Serviced Companion Loan that is a Specially Serviced Loan) and each REO Companion Loan that is included as part of\na Serviced Whole Loan and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection\nAccount and/or, in the case of a Serviced Whole Loan or portion thereof, the related Whole Loan Custodial Account as set forth in Section\n3.06(a)(iii) and Section 3.06(a)(vii) and/or Section 3.06A of this Agreement, as applicable. In addition, the Master\nServicer shall be entitled to receive, as additional servicing compensation (the following items, collectively, “Additional Servicing\nCompensation”), (i) 100% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a\nPerforming Serviced Loan (including any related Serviced Companion Loans, to the extent not prohibited by the related\n\n - 276 - \n\n \n\nIntercreditor Agreement) paid in connection\nwith a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed\nconsent or approval) of the Special Servicer under this Agreement and to the extent such action is neither a Major Decision nor a Special\nServicer Decision, (ii) 50% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment related to\nPerforming Serviced Loans (including any related Serviced Companion Loans, to the extent not prohibited by the related Intercreditor Agreement)\nin connection with any consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent\nor approval (or deemed consent or approval) of the Special Servicer under this Agreement, including, without limitation, a Special Servicer\nDecision or Major Decision (in each case, regardless of who processes such consent, approval or other action), (iii) 100% of any defeasance\nfee received in connection with a defeasance of a Serviced Loan as contemplated under Section 3.09 of this Agreement (*provided*\nthat for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees or waiver fees earned in connection with\na defeasance to which either the Master Servicer or the Special Servicer is entitled under this Agreement), (iv) 100% of any Assumption\nFees with respect to a Performing Serviced Loan involving a transaction described in the definition of “Assumption Fees” consented\nto by the Master Servicer that did not require the approval of the Special Servicer to the extent such action is neither a Major Decision\nnor a Special Servicer Decision, (v) 50% of any Assumption Fees with respect to a Performing Serviced Loan (and any related Serviced Companion\nLoan) involving a transaction described in the definition of “Assumption Fees” in connection with a consent, approval or other\naction that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of\nthe Special Servicer under this Agreement, including, without limitation, a Special Servicer Decision or Major Decision (in each case,\nregardless of who processes such consent, approval or other action), (vi) the aggregate Prepayment Interest Excess (exclusive of any portion\nthereof attributable to an Outside Serviced Mortgage Loan), but only to the extent such amount is not required to be included in any Compensating\nInterest Payment, in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant\nto Section 3.05 of this Agreement, and (in the case of a Serviced Companion Loan) to the extent permitted under the related Co-Lender\nAgreement, (vii) 100% of Ancillary Fees (other than (A) fees for insufficient or returned checks and (B) beneficiary statement charges)\nactually received from Mortgagors in the case of items prepared by the Master Servicer or with respect to the accounts held by the Master\nServicer pursuant to this Agreement or the related Loan Documents, including the Collection Account or any related subaccount, any Escrow\nAccount or related subaccount, any Whole Loan Custodial Account or related subaccount, any Lock Box Account or related subaccount or any\nreserve account or related subaccount, (viii) 100% of assumption application fees actually received from Mortgagors on Performing Serviced\nLoans (if the related assumption was processed by the Master Servicer), (ix) 100% of Consent Fees and earnout fees and other similar fees\nwith respect to a Performing Serviced Loan in connection with a consent that involves no modification, waiver or amendment of the terms\nof any Mortgage Loan (or Serviced Companion Loan, as applicable) and is paid in connection with a consent the Master Servicer is permitted\nto grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement that is\nneither a Special Servicer Decision nor a\n\n - 277 - \n\n \n\nMajor Decision, (x) 50% of any Consent\nFees and earnout fees and other similar fees with respect to a Performing Serviced Loan in connection with a consent that involves no\nmodification, waiver or amendment of the terms of any Mortgage Loan (or Serviced Companion Loan, as applicable) and is paid in connection\nwith a consent that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval)\nof the Special Servicer under this Agreement, including, without limitation, a Special Servicer Decision or Major Decision (in each case,\nregardless of who processes such consent, approval or other action), (xi) 100% of Excess Penalty Charges paid by the Mortgagors with respect\nto any Serviced Loan other than Excess Penalty Charges accrued during the period such Serviced Loan is a Specially Serviced Loan and actually\nreceived from the Mortgagors (*provided* that for the avoidance of doubt, the Master Servicer shall be entitled to any collections\nof Excess Penalty Charges that represent amounts accrued while the related Serviced Loan is a Performing Serviced Loan even if collected\nwhen the Serviced Loan is a Specially Serviced Loan), (xii) 100% of fees for insufficient or returned checks actually received from\nMortgagors relating to the accounts held by the Master Servicer, and (xiii) 100% of beneficiary statement charges actually received from\nMortgagors to the extent the related beneficiary statements were prepared by the Master Servicer; *provided*, *however*, that\nthe Master Servicer shall not be entitled to apply or retain any amounts described in clauses (i) through (v) above as additional\ncompensation with respect to a specific Mortgage Loan or Serviced Whole Loan, as applicable, with respect to which a default or event\nof default thereunder has occurred and is continuing unless and until such default or event of default has been cured (or has been waived\nin accordance with the terms of this Agreement) and all delinquent amounts required to have been paid by the Mortgagor, Advance Interest\nAmounts and Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees) both (x) due\nwith respect to such Mortgage Loan or Serviced Whole Loan, as applicable, and (y) in the case of expense items, that arose within\nthe last 12 months, have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided for in Sections 3.06(a)(iii),\nSection 3.06(A) and Section 3.07(b), to withdraw from the Collection Account and the Whole Loan Custodial Accounts\nand to receive from any Mortgagor Accounts (to the extent not payable to the related Mortgagor under a Mortgage Loan or Serviced Whole\nLoan or applicable law) any interest or other income earned on deposits therein. Interest or other income earned on funds in the Collection\nAccount, the Whole Loan Custodial Accounts and any Mortgagor Accounts (to the extent consistent with the related Loan Documents) shall\nbe paid to the Master Servicer as additional servicing compensation, and interest or other income earned on funds in any REO Account and/or\nthe Loss of Value Reserve Account shall be payable to the Special Servicer. In addition, the Master Servicer shall be entitled to charge\nand retain reasonable review fees in connection with any Mortgagor request (i) with respect to any Performing Serviced Loan as to which\nthe Mortgagor request does not relate to a Major Decision or a Special Servicer Decision, (ii) with respect to any Performing Serviced\nLoan that the Master Servicer reviews in order to determine whether or not such Mortgagor request relates to a Major Decision or a Special\nServicer Decision (but with respect to this clause (ii), solely for any out-of-pocket third party expenses incurred in good faith) or\n(iii) in connection with any Mortgagor request that relates to a Major Decision or Special Servicer Decision being processed by the Master\nServicer with the mutual agreement of the Special Servicer, to the\n\n - 278 - \n\n \n\nextent such fees are (x) not inconsistent\nwith the related Loan Documents, (y) in accordance with the Servicing Standard, and (z) actually paid by or on behalf of the related Mortgagor.\nThe Special Servicer shall not waive any review fee due to the Master Servicer without the Master Servicer’s consent. For the avoidance\nof doubt, the Master Servicer shall not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and\nSpecial Servicer. Notwithstanding the foregoing, the Master Servicer’s right to the additional servicing compensation described\nin this paragraph with respect to a Serviced Companion Loan shall be subject to the related Co-Lender Agreement.\n\nFor the avoidance of doubt,\nwith respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to a Performing Serviced Loan that\nis required to be split between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement, the Master Servicer\nand the Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce or elect not to charge its\nrespective percentage interest in any such fee; *provided*, *however* (x) neither the Master Servicer nor the Special Servicer\nshall have the right to reduce or elect not to charge the percentage interest of any fee due to the other and (y) to the extent either\nof the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective percentage interest\nin any fee, the party that reduced or elected not to charge such fee shall not have any right to share in any portion of the other party’s\nfee. For the avoidance of doubt, if the Master Servicer or Special Servicer, as applicable, decides not to charge any fee, the other such\nparty shall still be entitled to charge the portion of the related fee it would have been entitled to if the Master Servicer or Special\nServicer, as applicable, had charged a fee, and the Master Servicer or Special Servicer, as applicable, shall not be entitled to any of\nsuch fee charged by the other such party. The foregoing provisions of this paragraph shall only apply to Performing Serviced Loans and,\nsubject to the other terms of this Agreement, shall not prohibit any waiver or reduction by the Special Servicer of any fee payable by\nthe Mortgagor with respect to any Specially Serviced Loan.\n\nThe Initial Master Servicer\nand any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell, pledge\nor otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any Qualified Institutional Buyer\nor Institutional Accredited Investor (other than a Plan); *provided* that no such transfer, sale, pledge or other assignment shall\nbe made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements\nof the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state\nsecurities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached\nas Exhibit CC-1 to this Agreement, and (iii) the prospective transferee shall have delivered to the Initial Master Servicer\nand the Depositor a certificate substantially in the form attached as Exhibit CC-2 to this Agreement. None of the Depositor,\nthe Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Certificate Registrar is\nobligated to register or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action\nnot otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without\nregistration or qualification. The Initial Master Servicer and each holder of an Excess Servicing Fee Right desiring to effect a transfer,\nsale, pledge or other assignment of such Excess Servicing Fee Right shall, and the Initial Master Servicer hereby agrees, and each such\nholder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing\n\n - 279 - \n\n \n\nFee Right shall be deemed to have agreed, in\nconnection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Trust Certificateholders, the\nUncertificated Interest Owners, the Trust, the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the\nTrustee, the Custodian, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Registrar and\nthe Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under\nthe Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws\nor in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof\nshall be deemed to have agreed not to use or disclose any information received in connection with its acquisition and holding of such\nExcess Servicing Fee Right in any manner that could result in a violation of any provision of the Securities Act or other applicable securities\nlaws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time\nto time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Person then acting as the Master Servicer\nshall pay, out of each amount paid to such Master Servicer as Servicing Fees with respect to each related Mortgage Loan or REO Mortgage\nLoan, as the case may be, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one (1) Business Day\nfollowing the payment of such Servicing Fees to the Master Servicer, in each case in accordance with payment instructions provided by\nsuch holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement\nexcept as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Certificate Registrar, the\nOperating Advisor, the Asset Representations Reviewer, the Depositor, the Special Servicer, the Trustee or the Custodian shall have any\nobligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right.\n\nExcept as otherwise provided\nherein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all\nfees of any Sub-Servicers retained by it.\n\nThe Master Servicer will\nnot be entitled to retain any portion of Excess Interest paid on any Mortgage Loan. Notwithstanding anything herein to the contrary, in\nthe case of a Serviced Whole Loan, in no event shall Servicing Fees with respect to the related Mortgage Loan (including an REO Mortgage\nLoan) be payable out of payments and other collections with respect to the related Serviced Pari Passu Companion Loan(s), and in no event\nshall Servicing Fees with respect to the related Serviced Pari Passu Companion Loan(s) (including an REO Companion Loan) be payable out\nof payments and other collections with respect to the related Mortgage Loan or the Mortgage Pool. In addition, with respect to any Serviced\nSubordinate Companion Loan, in no event shall Servicing Fees with respect to such Serviced Subordinate Companion Loan (including an REO\nCompanion Loan) be payable out of payments and other collections with respect to any related Serviced Pari Passu Companion Loan(s), the\nrelated Mortgage Loan or the Mortgage Pool. This paragraph is in no way intended to limit the rights, if any, of the Master Servicer under\nthe related Co-Lender Agreement to seek payment of unpaid Servicing Fees with respect to any Serviced Companion Loan from the related\nServiced Companion Loan Holder.\n\n(b)              \nAs compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each Trust\nLoan to its portion of the\n\n - 280 - \n\n \n\nTrustee/Certificate Administrator Fee,\nand the Certificate Administrator shall be entitled with respect to each Trust Loan to its portion of the Trustee/Certificate Administrator\nFee. The Certificate Administrator shall pay the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. Except\nas otherwise provided herein, the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate\nRegistrar, the Paying Agent, the Certificate Administrator and the Authenticating Agent. Each of the Trustee’s and Certificate Administrator’s\nrights to the Trustee/Certificate Administrator Fee may not be transferred in whole or in part except in connection with the transfer\nof all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement.\n\n(c)               \nAs compensation for its activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced Loan\n(including each Serviced Companion Loan that is included as part of each Serviced Whole Loan) in respect of each Interest Accrual Period\nto the Special Servicing Fee, which shall be payable from amounts on deposit in the Collection Account and/or, in the case of a Serviced\nWhole Loan or portion thereof, the related Whole Loan Custodial Account as set forth in Section 3.06(a) and Section 3.06A. \nThe Special Servicer’s rights to the Special Servicing Fee may not be transferred in whole or in part except in connection with\nthe transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement.  In addition, the Special\nServicer shall be entitled to receive, as additional servicing compensation (the following items, collectively, the “Additional\nSpecial Servicing Compensation”): (i) 50% of any Excess Modification Fees with respect to a modification, waiver, extension\nor amendment of a Performing Serviced Loan in connection with any consent, approval or other action that the Master Servicer is not permitted\nto take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement, including,\nwithout limitation, a Special Servicer Decision or Major Decision (in each case regardless of who processes such consent, approval or\nother action); (ii) 100% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment earned in connection\nwith a Specially Serviced Loan consented to by the Special Servicer pursuant to Section 3.24 of this Agreement whether or not such\nfees become due while the Serviced Loan is a Specially Serviced Loan or a Corrected Loan; (iii) 100% of any Assumption Fees with respect\nto a Specially Serviced Loan; (iv) 50% of any Assumption Fees with respect to a Performing Serviced Loan involving a transaction described\nin the definition of “Assumption Fees” in connection with a consent, approval or other action that the Master Servicer is\nnot permitted to take in the absence of the consent or approval or deemed consent or approval of the Special Servicer under this Agreement,\nincluding, without limitation, a Special Servicer Decision or Major Decision (in each case regardless of who processes such consent, approval\nor other action); (v) 100% of Ancillary Fees (other than (A) fees for insufficient or returned checks and (B) beneficiary statement charges)\nactually received from Mortgagors in the case of items prepared by the Special Servicer or with respect to accounts held by the Special\nServicer pursuant to this Agreement or the related Loan Documents, including the Loss of Value Reserve Fund and any REO Accounts; (vi)\n100% of assumption application fees actually received from Mortgagors on (A) Specially Serviced Loans and (B) Performing Serviced Loans\nif the related assumption was processed by the Special Servicer; (vii) 100% of Consent Fees and earnout fees and other similar fees with\nrespect to a Specially Serviced Loan whether or not such fees become due\n\n - 281 - \n\n \n\nwhile the Serviced Loan is a Specially\nServiced Loan or a Corrected Loan; (viii) 50% of any Consent Fees and earnout fees and other similar fees with respect to a Performing\nServiced Loan in connection with a consent that involves no modification, waiver or amendment of the terms of any Mortgage Loan (or Serviced\nCompanion Loan, as applicable) and is paid in connection with a consent that the Master Servicer is not permitted to take in the absence\nof the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement, including, without limitation,\na Special Servicer Decision or Major Decision (in each case regardless of who processes such consent, approval or other action); (ix)\n100% of Excess Penalty Charges accrued with respect to any Serviced Loan during the period such Serviced Loan is a Specially Serviced\nLoan and actually received from the Mortgagors (*provided* that for the avoidance of doubt, the Special Servicer shall be entitled\nto any collections of Excess Penalty Charges that represent amounts accrued while the related Serviced Loan is a Specially Serviced Loan\neven if collected when the Serviced Loan is not a Specially Serviced Loan); (x) any interest or other income earned on deposits in the\nREO Accounts and/or the Loss of Value Reserve Fund; (xi) 100% of fees for insufficient or returned checks actually received from Mortgagors\nrelating to the accounts held by the Special Servicer; and (xii) 100% of beneficiary statement charges actually received from Mortgagors\nto the extent the related beneficiary statements were prepared by the Special Servicer. In addition, the Special Servicer shall be entitled\nto charge and retain reasonable review fees in connection with any Mortgagor request with respect to any Specially Serviced Loan or any\nMortgagor request with respect to any Performing Serviced Loan that is being processed or consented to by the Special Servicer, to the\nextent such fees are (i) not inconsistent with the related Loan Documents, (ii) in accordance with the Servicing Standard, and\n(iii) actually paid by or on behalf of the related Mortgagor. The Master Servicer shall not waive any review fee due to the Special Servicer\nwithout the Special Servicer’s consent. For the avoidance of doubt, the Special Servicer shall not charge a fee in lieu of any fee\nthat is otherwise to be split between the Master Servicer and Special Servicer. The Special Servicer shall not be entitled to any Special\nServicing Fees with respect to the Outside Serviced Mortgage Loans. Notwithstanding the foregoing, the Special Servicer’s right\nto the additional servicing compensation described in this paragraph with respect to a Serviced Companion Loan shall be subject to the\nrelated Co-Lender Agreement.\n\nFor the avoidance of doubt,\nwith respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to a Performing Serviced Loan that\nis required to be split between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement, the Master Servicer\nand the Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce or elect not to charge its\nrespective percentage interest in any such fee; *provided*, *however* (x) neither the Master Servicer nor the Special Servicer\nshall have the right to reduce or elect not to charge the percentage interest of any fee due to the other and (y) to the extent either\nof the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective percentage interest\nin any fee, the party that reduced or elected not to charge such fee shall not have any right to share in any portion of the other party’s\nfee. For the avoidance of doubt, if the Master Servicer or Special Servicer, as applicable, decides not to charge any fee, the other such\nparty shall still be entitled to charge the portion of the related fee it would have been entitled to if the Master Servicer or Special\nServicer, as applicable, had charged a fee, and the Master Servicer or Special Servicer, as applicable, shall not be entitled to\n\n - 282 - \n\n \n\nany of such fee charged by the other such party.\nThe foregoing provisions of this paragraph shall only apply to Performing Serviced Loans and, subject to the other terms of this Agreement,\nshall not prohibit any waiver or reduction by the Special Servicer of any fee payable by the Mortgagor with respect to any Specially Serviced\nLoan. If the Special Servicer has partially waived Penalty Charges (part of which accrued prior to the related Servicing Transfer Event),\nany collections in respect of such Penalty Charges shall be shared pro rata by the Master Servicer and the Special Servicer based on the\nrespective portions of such Penalty Charges to which each would otherwise have been entitled.\n\nExcept as otherwise provided\nherein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder.\n\nThe Special Servicer shall\nalso be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout\nFee Rate on such Mortgage Loan or Serviced Whole Loan for so long as it remains a Corrected Loan. The Special Servicer shall not be entitled\nto any Workout Fee with respect to any Outside Serviced Mortgage Loan. The Workout Fee with respect to any Corrected Loan will cease to\nbe payable if such loan again becomes a Specially Serviced Loan; *provided* that a new Workout Fee will become payable if and when\nsuch Specially Serviced Loan again becomes a Corrected Loan. If the Special Servicer is terminated (other than for cause) or resigns:\n(1) it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or Serviced Whole Loans that\nbecame Corrected Loans prior to the time of that termination or resignation, except the Workout Fees will no longer be payable if any\nsuch Mortgage Loan or Serviced Whole Loan subsequently becomes a Specially Serviced Loan; and (2) it will receive any Workout Fees\npayable in respect of any Mortgage Loan or Serviced Whole Loan that was, at the time of that termination or resignation, a Specially Serviced\nLoan for which the resigning or terminated Special Servicer had cured the event of default through a modification, restructuring or workout\nnegotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or\nwas terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive full and timely\nMonthly Payments as described in clause (w) of the definition of “Specially Serviced Loan” and which thereafter becomes\na Corrected Loan as a result of the Mortgagor making such three consecutive full and timely Monthly Payments as described in clause (w)\nof the definition of “Specially Serviced Loan”, except the Workout Fees will no longer be payable if any such Mortgage Loan\nor Serviced Whole Loan subsequently becomes a Specially Serviced Loan. In either case, the successor special servicer will not be entitled\nto any portion of such Workout Fees. The Special Servicer shall also be entitled to additional servicing compensation in the form of a\nLiquidation Fee (other than with respect to the Outside Serviced Mortgage Loans) payable out of the Liquidation Proceeds prior to the\ndeposit of the Net Liquidation Proceeds in the Collection Account or the Whole Loan Custodial Account, as applicable. However, no Liquidation\nFee will be payable with respect to an Outside Serviced Mortgage Loan or in connection with, or out of, Liquidation Proceeds as set forth\nin the final two provisos of the definition of “Liquidation Fee” herein. Notwithstanding anything herein to the contrary,\nthe Special Servicer shall not be entitled to receive both a Liquidation Fee and a Workout Fee with respect to any specific collections\nor proceeds on any Mortgage Loan or Serviced Whole Loan. For purposes of the foregoing provisions of this Section 3.12(c),\na termination and removal of the Special Servicer under Section 6.08 of this Agreement shall be deemed to constitute a termination\nwithout cause.\n\n - 283 - \n\n \n\nIf at any time a Mortgage\nLoan or Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall use its reasonable efforts to collect the amount\nof any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the related Mortgagor pursuant to the related Loan Documents, including\nexercising all remedies available under such Loan Documents that would be in accordance with the Servicing Standard, specifically taking\ninto account the costs or likelihood of success of any such collection efforts and any applicable Realized Loss(es) that would be incurred\nby Trust Certificateholders and/or the Uncertificated Interest Owners in connection therewith as opposed to the Realized Loss(es) that\nwould be incurred as a result of not collecting such amounts from the related Mortgagor.\n\nThe Special Servicer shall\nnot be entitled to any Liquidation Fee with respect to any Outside Serviced Mortgage Loan or any Outside Serviced Companion Loan. In addition,\nthe Special Servicer will not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan.\n\nNotwithstanding anything\nherein to the contrary, in the case of a Serviced Whole Loan, in no event shall Special Servicing Compensation with respect to the related\nMortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to the related Serviced Pari\nPassu Companion Loan(s), and in no event shall Special Servicing Compensation with respect to the related Serviced Pari Passu Companion\nLoan(s) (including an REO Companion Loan) be payable out of payments and other collections with respect to the related Mortgage Loan or\nthe Mortgage Pool. In addition, with respect to any Serviced Subordinate Companion Loan, unless otherwise provided in the related Co-Lender\nAgreement, in no event shall Special Servicing Compensation with respect to such Companion Loan (including an REO Companion Loan) be payable\nout of payments and other collections with respect to any related Serviced Pari Passu Companion Loan(s), the related Mortgage Loan or\nthe Mortgage Pool. This paragraph is in no way intended to limit the rights of the Special Servicer under the related Co-Lender Agreement\nto seek payment of unpaid Special Servicing Compensation with respect to any Serviced Companion Loan from the related Serviced Companion\nLoan Holder.\n\n(d)              \n[RESERVED.]\n\n(e)               \nThe Master Servicer, Special Servicer, the Certificate Administrator and Trustee shall be entitled to reimbursement from the Trust\nFund for the costs and expenses incurred by them in the performance of their duties under this Agreement which are “unanticipated\nexpenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii). Such expenses shall\ninclude, by way of example and not by way of limitation, environmental assessments, Appraisals in connection with foreclosure, the fees\nand expenses of any administrative or judicial proceeding and expenses expressly identified as reimbursable in Section 3.06(a)(vi)\nof this Agreement.\n\n(f)               \nNo provision of this Agreement or of the Trust Certificates shall require the Master Servicer, the Special Servicer, the Certificate\nAdministrator or the Trustee to expend or risk their own funds or otherwise incur any financial liability in the performance of any of\ntheir duties hereunder or thereunder, or in the exercise of any of their rights or powers, if, in the good faith business judgment of\nthe Master Servicer, Special Servicer, the Certificate Administrator or the Trustee, as the case may be, repayment of such funds\n\n - 284 - \n\n \n\nwould not be ultimately recoverable from\nlate payments, Net Insurance Proceeds, Net Condemnation Proceeds, Net Liquidation Proceeds and other collections on or in respect of the\nMortgage Loans or Serviced Whole Loan (to the extent recovery is permitted from a Serviced Whole Loan hereunder) or from adequate indemnity\nfrom other assets comprising the Trust Fund against such risk or liability.\n\nIf the Master Servicer, the\nSpecial Servicer, the Operating Advisor, the Certificate Administrator or the Trustee receives a request or inquiry from a Mortgagor,\nany Trust Certificateholder or any other Person the response to which would, in the Master Servicer’s, the Special Servicer’s\nor the Operating Advisor’s commercially reasonable judgment or the Certificate Administrator’s or the Trustee’s good\nfaith business judgment require the assistance of Independent legal counsel or other consultant to the Master Servicer, the Special Servicer,\nthe Operating Advisor, the Certificate Administrator or the Trustee the cost of which would not be an expense of the Trust Fund hereunder,\nthen the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as the case may be,\nshall not be required to take any action in response to such request or inquiry unless the Mortgagor or such Trust Certificateholder or\nsuch other Person, as applicable, makes arrangements for the payment of the Master Servicer’s, the Special Servicer’s, the\nOperating Advisor’s, the Certificate Administrator’s or the Trustee’s expenses associated with such counsel (including,\nwithout limitation, posting an advance payment for such expenses) satisfactory to the Master Servicer, the Special Servicer, the Operating\nAdvisor, the Certificate Administrator or the Trustee as the case may be, in its sole discretion. Unless such arrangements have been made,\nthe Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee as the case may be, shall\nhave no liability to any Person for the failure to respond to such request or inquiry.\n\n(g)              \nWith respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer, within\ntwo Business Days following the related Determination Date, and the Master Servicer shall deliver, to the extent it has received such\ninformation, to the Certificate Administrator, without charge and within one Business Day prior to the related Distribution Date, an electronic\nreport that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any\nof its Affiliates during the related Collection Period; *provided*, that no such report shall be due in any month during which no\nDisclosable Special Servicer Fees were received.\n\n(h)              \nThe Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration\n(including, without limitation, in the form of commissions, brokerage fees or rebates) from any Person (including, without limitation,\nthe Trust, any Mortgagor, any Manager, any guarantor or indemnitor in respect of a Serviced Mortgage Loan or Serviced Companion Loan and\nany purchaser of any Serviced Mortgage Loan, Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure\nof any Serviced Loan, the management or disposition of any REO Property, or the performance of any other special servicing duties under\nthis Agreement, other than as expressly provided in this Section 3.12; *provided* that such prohibition shall not apply\nto Permitted Special Servicer/Affiliate Fees or the fees received by any Person acting as an Outside Servicer or Outside Special Servicer\nas expressly provided for under the applicable Outside Servicing Agreement with respect to\n\n - 285 - \n\n \n\nan Outside Serviced Mortgage Loan, or\nas master servicer or special servicer as expressly provided for under the applicable Other Pooling and Servicing Agreement governing\nthe securitization of a Serviced Companion Loan. For the avoidance of doubt, the foregoing is not intended to act as a prohibition on\nthe right of any entity acting in the capacities of both Master Servicer and Special Servicer from receiving or retaining any fees, compensation\nor other remuneration it is entitled to in its capacity as Master Servicer pursuant to this Agreement.\n\n(i)                \nIf a Servicing Shift Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the related Servicing Shift Date, the Special\nServicer shall service and administer the related Whole Loan and any related REO Property in the same manner as any other Specially Serviced\nLoan or REO Property and shall be entitled to all rights and compensation earned with respect to the related Whole Loan during the period\nfor which it acts as Special Servicer of the related Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior to the related\nServicing Shift Date, no other special servicer will be entitled to any such compensation or have such rights and obligations. If a Servicing\nShift Mortgage Loan is still a Specially Serviced Mortgage Loan on the related Servicing Shift Date, the related Outside Special Servicer\nand the Special Servicer shall be entitled to compensation with respect to the related Whole Loan as if the Special Servicer were being\nterminated as Special Servicer and the related Outside Special Servicer were replacing it as the successor special servicer. Upon receipt\nof notice of its termination as Special Servicer with respect to a Servicing Shift Mortgage Loan, the Special Servicer shall reasonably\ncooperate with the related Outside Special Servicer in connection with the servicing transition of such Servicing Shift Mortgage Loan\non and after the related Servicing Shift Date.\n\nSection 3.13                \nCompensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier\nREMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced\nCompanion Loan which shall be remitted by the Master Servicer to the related Serviced Companion Loan Holder) or, in the case of any Trust\nSubordinate Companion Loan, delivered to the Certificate Administrator for deposit in the related Trust Subordinate Companion Loan REMIC\nDistribution Account) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to\neach Trust Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, equal to the lesser\nof:\n\n(i)                                  the aggregate\nof all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage\nLoans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) and the Trust Subordinate\nCompanion Loans (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan\nor a Trust Subordinate Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date)\nfor the related Distribution Date; and\n\n(ii)                               the aggregate\nof (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each\nServiced Mortgage\n\n - 286 - \n\n \n\nLoan, Serviced Pari Passu Companion Loan,\nTrust Subordinate Companion Loan and related REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated\nat a *per annum* rate equal to (1) 0.00125% for each Serviced Mortgage Loan (other than an Outside Serviced Mortgage Loan),\nServiced Companion Loan and related REO Loan without an initial Sub-Servicer, and (2) 0.000625% for each Serviced Mortgage Loan (other\nthan an Outside Serviced Mortgage Loan), Serviced Companion Loan and the related REO Loan where servicing functions are performed by an\ninitial Sub-Servicer, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with\nrespect to the Mortgage Loans and any Trust Subordinate Companion Loans (and, so long as a Whole Loan is serviced under this Agreement\nand the related Co-Lender Agreement so permits, any related Serviced Pari Passu Companion Loan) and net investment earnings on such Prepayment\nInterest Excesses. In no event will the rights of the Trust Certificateholders and the Uncertificated Interest Owners to the offset of\nthe aggregate Prepayment Interest Shortfalls be cumulative.\n\nIf a Prepayment Interest\nShortfall occurs with respect to a Trust Loan as a result of the Master Servicer allowing the related Mortgagor to deviate from the terms\nof the related Loan Documents regarding Principal Prepayments (other than (w) if the Trust Loan is an Outside Serviced Mortgage Loan,\n(x) subsequent to a default under the related Loan Documents or if the Trust Loan is a Specially Serviced Loan, (y) pursuant to applicable\nlaw or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance\nwith the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds) (a “Prohibited\nPrepayment”), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master\nServicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with\nrespect to such Trust Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment.\n\nCompensating Interest Payments\nwith respect to a Serviced Whole Loan shall be allocated: *first*, between the related Mortgage Loan and the related Serviced Pari\nPassu Companion Loan(s) in accordance with their respective principal amounts, until the respective Prepayment Interest Shortfalls with\nrespect thereto are fully covered, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a\nrelated Serviced Pari Passu Companion Loan to the holder thereof; and *then,* if applicable, to any Trust Subordinate Companion Loan.\n\nSection 3.14                \nApplication of Penalty Charges and Modification Fees.\n\n(a)               \nOn or prior to the second Business Day before each Master Servicer Remittance Date, the Master Servicer shall apply all Penalty\nCharges and Modification Fees (to the extent permitted under any related Co-Lender Agreement (in the case of a Serviced Whole Loan)\nand not applied pursuant to Section 3.06A(a)(ii) or Section 3.06(a)(ii), as applicable, of this Agreement) received\nby it with respect to any Mortgage Loan or Serviced Whole Loan, including an Outside Serviced Mortgage Loan (to the extent allocable to\nsuch Outside Serviced Mortgage Loan pursuant to the related\n\n - 287 - \n\n \n\nCo-Lender Agreement and remitted\nto the Master Servicer by the related Outside Servicer) during the related Collection Period, as follows:\n\n(i)*                                    first*, to\nthe extent of all Penalty Charges and Modification Fees (in such order), to pay or reimburse the Master Servicer, the Special Servicer\nand/or the Back-Up Advancing Agent, as applicable, for all outstanding Advances (including unreimbursed Advances that have been determined\nto be Nonrecoverable Advances) and the related Advance Interest Amounts and other outstanding Additional Trust Fund Expenses (including,\nin the case of the application of Penalty Charges, Special Servicing Fees, Workout Fees and Liquidation Fees) other than Borrower Delayed\nReimbursements, in each case, with respect to such Mortgage Loan or Serviced Whole Loan;\n\n(ii)*                                second*,\nto the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all Advances\n(and related Advance Interest Amounts) with respect to such Mortgage Loan or Serviced Whole Loan previously determined to be Nonrecoverable\nAdvances and previously reimbursed to the Master Servicer, the Special Servicer and/or the Back-Up Advancing Agent, as applicable, from\namounts on deposit in the Collection Account (and such amounts will be retained or deposited in the Collection Account as recoveries\nof such Nonrecoverable Advances and related Advance Interest Amounts) other than Borrower Delayed Reimbursements;\n\n(iii)*                             third*,\nto the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all other Additional\nTrust Fund Expenses (including, in the case of the application of Penalty Charges, Special Servicing Fees, Workout Fees and Liquidation\nFees) with respect to such Mortgage Loan or Serviced Whole Loan previously paid from the Collection Account or related Whole Loan Custodial\nAccount (and such amounts will be retained or deposited in the Collection Account or related Whole Loan Custodial Account as recoveries\nof such Additional Trust Fund Expenses) other than Borrower Delayed Reimbursements; and\n\n(iv)*                             fourth*,\nto the extent of any remaining Penalty Charges and any remaining Modification Fees, to the Master Servicer or the Special Servicer, as\napplicable, as servicing compensation, *pro rata*, based on their entitlement set forth in Section 3.12 of this Agreement\nprior to the applications set forth in clauses (i) through (iii) above;\n\n*provided* that, notwithstanding the foregoing,\nin the case of a Whole Loan, Penalty Charges shall be allocated for the purposes and in the order set forth in the related Co-Lender\nAgreement.\n\n(b)              \nIn connection with the operation of the provisions of this Section 3.14, not later than the 25th day of the month in\nwhich each Distribution Date occurs (beginning with the 25th day of the month following the first Collection Period in which an Additional\nTrust Fund Expense, Advance or Advance Interest Amount is incurred), the Master Servicer shall deliver to the Special Servicer a report\nin the form reasonably agreed to by\n\n - 288 - \n\n \n\nboth the Master Servicer and the Special\nServicer setting forth information regarding (1) the amount of Penalty Charges, Modification Fees and Assumption Fees collected by\nthe Master Servicer and the Special Servicer, as applicable, and (2) the related loan expenses and other amounts paid to the Trust\nfrom such Penalty Charges, Modification Fees and Assumption Fees, in each case for the related Collection Period or other reporting period\nas agreed to by the Master Servicer and the Special Servicer. The Master Servicer shall respond promptly to any inquiries of the Special\nServicer with respect to the contents of any such report and shall provide any supporting information with respect thereto that is reasonably\nrequested by the Special Servicer.\n\nSection 3.15                \nAccess to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, the Certificate\nAdministrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination\nEvent), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Trust Certificateholders and Serviced Companion\nLoan Holders that are, in the case of any Trust Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions,\nthe Federal Reserve Board, the FDIC and the OCC and the supervisory agents and examiners of such boards and such corporations, and any\nother governmental or regulatory body to the jurisdiction of which any Trust Certificateholder or Serviced Companion Loan Holder is subject,\naccess to the documentation regarding the Trust Loans required by applicable regulations of the Federal Reserve Board, FDIC, OCC or any\nsuch governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business\nhours at the offices of the Master Servicer or Special Servicer (which access shall be limited, in the case of the Serviced Companion\nLoan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to\nthe Serviced Companion Loans). Nothing in this Section 3.15 shall detract from the obligation of the Master Servicer and Special\nServicer to observe any applicable law prohibiting disclosure of information with respect to the Mortgagors, and the failure of the Master\nServicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not\nconstitute a breach of this Section 3.15.\n\nIn connection with providing\nor granting any information or access pursuant to the prior paragraph to a Trust Certificateholder, a Serviced Companion Loan Holder or\nany regulatory authority that may exercise authority over a Trust Certificateholder or Serviced Companion Loan Holder, the Master Servicer\nand the Special Servicer may each require payment from such Trust Certificateholder or Serviced Companion Loan Holder of a sum sufficient\nto cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee\ntime and for space; *provided* that no charge may be made if such information or access was required to be given or made available\nwithout charge under applicable law. In connection with providing Trust Certificateholders or beneficial owners of Trust Certificates\naccess to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording\nsuch access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable\nto the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Trust Certificates\nor a beneficial holder of book entry Trust Certificates and will keep such information confidential.\n\n - 289 - \n\n \n\nIn addition, in connection\nwith providing access to information pursuant to this Section 3.15, each of the Master Servicer and the Special Servicer may\n(i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability\non the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities\nlaw restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement;\n(iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information\ncontained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver\nof the attorney-client privilege.\n\nEach of the Master Servicer\nand the Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally\nanswer questions from any applicable Directing Holder and Consulting Party (to the extent such Consulting Party has consultation rights\npursuant to any related Co-Lender Agreement or pursuant to Section 3.17, Section 3.21, Section 3.24, Section 3.29\nor Section 6.09, as applicable), on a monthly basis, during regular business hours at such time and for such duration as the Master\nServicer or the Special Servicer, as applicable, on the one hand, and such applicable Directing Holder or Consulting Party, as applicable,\non the other hand, shall reasonably agree, regarding the performance and servicing of the applicable Serviced Trust Loans and/or related\nREO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, each applicable Directing\nHolder or applicable Consulting Party, as applicable, agrees to identify for the Master Servicer and the Special Servicer in advance\n(but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Whole Loan) and/or\nREO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality\nagreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification.\n\nThe Master Servicer may (but\nshall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through\nthe Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans,\nthe related Mortgaged Properties and/or the related Mortgagors that is not Privileged Information, for review by the Depositor, the Trustee,\nthe Master Servicer, the Special Servicer and the Operating Advisor.\n\nThe Special Servicer shall\ndeliver (to the extent available to the Special Servicer) to the Operating Advisor such reports and other information produced or otherwise\nmade available by the Special Servicer to any Outside Controlling Note Holder, the Controlling Class Representative, any Uncertificated\nInterest Owner or Trust Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Operating\nAdvisor’s obligations under this Agreement in electronic format.\n\nThe Operating Advisor hereby\nagrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating\nAdvisor under this Agreement and shall not disclose such information to any other Person or entity except (i) with respect to Privileged\nInformation, pursuant to Section 3.29(k) of this Agreement, or (ii) with respect to any information other than Privileged\nInformation, to the extent necessary to support its\n\n - 290 - \n\n \n\nconclusions in its Operating Advisor Annual\nReport required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.\n\nSection 3.16                \nTitle and Management of REO Properties.\n\n(a)               \nIn the event that title to any Mortgaged Property (other than a Mortgaged Property with respect to an Outside Serviced Mortgage\nLoan) is acquired for the benefit of the Trust Certificateholders and the Uncertificated Interest Owners (or, with respect to a Serviced\nWhole Loan, for the benefit of the Trust Certificateholders, the Uncertificated Interest Owners and the related Serviced Companion Loan\nHolder(s)) (as a collective whole as if such Trust Certificateholders, such Uncertificated Interest Owners and, if applicable, such Serviced\nCompanion Loan Holder(s) constituted a single lender) (either by the Trust Fund or by a single member limited liability company established\nfor that purpose) in foreclosure, by deed-in-lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the\ndeed or certificate of sale shall be taken in the name of a nominee of the Trustee (which shall not include the Master Servicer), or a\nseparate trustee or co-trustee, on behalf of the Trust Fund and any related Serviced Companion Loan Holders. The Special Servicer,\non behalf of the Trust Fund, shall sell any REO Property prior to the close of the third calendar year following the year in which the\nLower-Tier REMIC, related Trust Subordinate Companion Loan REMIC or related Mortgage Loan REMIC, as applicable, acquires ownership\nof such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Code Section 860G(a)(8),\nunless (i) the IRS grants (or does not deny) an extension of time (an “REO Extension”) to sell such REO Property\nor (ii) the Special Servicer obtains an Opinion of Counsel for the Special Servicer, the Certificate Administrator and the Trustee,\naddressed to the Special Servicer, the Certificate Administrator and the Trustee, to the effect that the holding by the Lower-Tier\nREMIC, related Trust Subordinate Companion Loan REMIC or related Mortgage Loan REMIC, as applicable, of such REO Property subsequent to\nthe close of the third calendar year following the year in which such acquisition occurred will not result in the imposition of taxes\non “prohibited transactions” (as defined in Code Section 860F) of any Trust REMIC, or cause any Trust REMIC to fail to\nqualify as a REMIC under the Code at any time that any of the Lower-Tier Regular Interests, the related Trust Subordinate Companion\nLoan REMIC Regular Interests, the Regular Certificates or the Loan-Specific Certificates are outstanding. If the Special Servicer is granted\n(or is not denied) the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel\ncontemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such\nlonger period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special\nServicer in connection with its receiving the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining\nthe Opinion of Counsel contemplated by clause (ii) of the second preceding sentence shall be an expense of the Trust Fund payable\nout of the Collection Account pursuant to Section 3.06(a) of this Agreement. The Special Servicer, on behalf of the Trust\nFund and any related Serviced Companion Loan Holder, in accordance with the Servicing Standard, shall dispose of any REO Property held\nby the Trust Fund (i) prior to the last day of such period (taking into account extensions) by which such REO Property is required\nto be disposed of pursuant to the provisions of the immediately preceding sentence in a manner\n\n - 291 - \n\n \n\nprovided under Section 3.17\nof this Agreement and (ii) on the same terms and conditions as if it were the owner of such REO Property. The Special Servicer shall\nmanage, conserve, protect and operate each REO Property for the Certificateholders, the Uncertificated VRR Interest Owner and, if applicable,\nany related Loan-Specific Certificateholders and/or Loan-Specific Uncertificated Interest Owners and any related Serviced Companion Loan\nHolder(s), solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify\nas “foreclosure property” within the meaning of Code Section 860G(a)(8) or result in the receipt by the Trust Fund\nof any “income from non-permitted assets” within the meaning of Code Section 860F(a)(2)(B) or (i) endanger\nthe status of any Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust Fund.\n\n(b)              \nThe Special Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement,\nto do any and all things in connection with any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan)\nas are consistent with the Servicing Standard and the terms of this Agreement, all on such terms and for such period as the Special Servicer\ndeems to be in the best interests of the Certificateholders, the Uncertificated VRR Interest Owner and, if applicable, any related Loan-Specific\nCertificateholders and/or Loan-Specific Uncertificated Interest Owners and any related Serviced Companion Loan Holder(s) (as a collective\nwhole as if such Trust Certificateholders, such Uncertificated Interest Owners and, if applicable, any related Serviced Companion Loan\nHolder(s) constituted a single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of any\nrelated Subordinate Companion Loan(s))), and, in connection therewith, the Special Servicer shall only agree to the payment of management\nfees that are consistent with general market standards or to terms that are more favorable. Consistent with the foregoing, the Special\nServicer shall cause or permit to be earned with respect to such REO Property any “net income from foreclosure property,”\nwithin the meaning of Code Section 860G(c), which is subject to tax under the REMIC Provisions only if it has determined, and has\nso advised the Certificate Administrator in writing, that the earning of such income on a net after-tax basis could reasonably be\nexpected to result in a greater recovery on behalf of the Certificateholders, the Uncertificated VRR Interest Owner and, if applicable,\nany related Loan-Specific Certificateholders and/or Loan-Specific Uncertificated Interest Owners and any related Serviced Companion Loan\nHolder(s) (as a collective whole as if such Trust Certificateholders, such Uncertificated Interest Owners and, if applicable, any related\nServiced Companion Loan Holder(s), constituted a single lender (and, in the case of a Serviced AB Whole Loan, taking into account the\nsubordinate nature of any related Subordinate Companion Loan(s))) than an alternative method of operation or rental of such REO Property\nthat would not be subject to such a tax. The Special Servicer shall segregate and hold all revenues received by it with respect to any\nREO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property\na segregated custodial account (each, an “REO Account”), each of which shall be an Eligible Account and (subject to\nany changes in the identities of the Special Servicer and/or the Trustee) shall be entitled, with respect to the REO Property or group\nof REO Properties relating to any Mortgage Loan (other than any Outside Serviced Mortgage Loan) or Serviced Whole Loan, “LNR Partners,\nLLC, as Special Servicer, on behalf of Wilmington Savings Fund Society, FSB, as Trustee, for the\n\n - 292 - \n\n \n\nbenefit of the registered Holders of\nBenchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, and the Uncertificated Interest\nOwners [IN THE CASE OF AN REO PROPERTY RELATED TO A SERVICED WHOLE LOAN: and the related Serviced Companion Loan Holder(s)], as their\ninterests may appear--REO Account”. The Special Servicer shall be entitled to withdraw for its account any interest or investment\nincome earned on funds deposited in an REO Account to the extent provided in Section 3.07(b) of this Agreement. The Special\nServicer shall deposit or cause to be deposited in the REO Account, within two (2) Business Days after receipt of properly identified\nfunds, all revenues and proceeds received by it with respect to any REO Property, and shall withdraw therefrom funds necessary for the\nproper operation, management and maintenance of such REO Property and for other Property Protection Expenses with respect to such REO\nProperty, including:\n\n(i)                                  all insurance\npremiums due and payable in respect of any REO Property;\n\n(ii)                               all real estate\ntaxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon;\n\n(iii)                            all costs and\nexpenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property including, if applicable,\nthe payments of any ground rents in respect of such REO Property; and\n\n(iv)                           any taxes imposed\non any Trust REMIC in respect of net income from foreclosure property in accordance with Section 4.05 of this Agreement.\n\nTo the extent that such REO\nProceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the Special Servicer has provided written\nnotice of such shortfall to the Master Servicer at least five (5) Business Days (or, in an emergency situation or on an urgent basis,\ntwo (2) Business Days, *provided* that the written notice sets forth the nature of the emergency or the basis of the urgency) prior\nto the date that such amounts are due, the Master Servicer shall advance the amount of such shortfall unless the Master Servicer determines,\nin accordance with the Servicing Standard, that such Advance would be a Nonrecoverable Advance (in which case such costs shall be an expense\nof the Trust Fund and paid by the Master Servicer out of the Collection Account). If the Master Servicer does not make any such Advance\nin violation of the immediately preceding sentence, the Back-Up Advancing Agent shall make such Advance unless the Back-Up Advancing Agent\ndetermines that such Advance would be a Nonrecoverable Advance. The Back-Up Advancing Agent shall be entitled to rely, conclusively, on\nany determination by the Master Servicer that an Advance, if made, would be a Nonrecoverable Advance. The Back-Up Advancing Agent, in\ndetermining whether or not a proposed Advance would be a Nonrecoverable Advance, shall use its good faith business judgment. The Master\nServicer or the Back-Up Advancing Agent, as applicable, shall be entitled to reimbursement of such Advances (with interest at the Advance\nRate) made pursuant to the preceding sentence, to the extent set forth in Section 3.06 and/or, if applicable, Section 3.06A\nof this Agreement. The Special Servicer shall withdraw from each REO Account and remit to the Master Servicer for deposit into the Collection\nAccount, or, for a Serviced Whole Loan, the related Whole Loan Custodial Account, on a monthly basis prior to the related Master Servicer\nRemittance Date (within 2 Business Days\n\n - 293 - \n\n \n\nafter such amounts are received and properly\nidentified) the Net REO Proceeds, Net Liquidation Proceeds, Net Condemnation Proceeds and Net Insurance Proceeds received or collected\nfrom each REO Property during the related Collection Period, except that in determining the amount of any such Net REO Proceeds, the Special\nServicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related\nexpenses. Notwithstanding the foregoing, the Special Servicer shall not:\n\n(i)                                  permit the Trust\nFund to enter into, renew or extend any New Lease, if the New Lease by its terms will give rise to any income that does not constitute\nRents from Real Property;\n\n(ii)                               permit any amount\nto be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;\n\n(iii)                            authorize or\npermit any construction on any REO Property, other than the repair or maintenance thereof or the completion of a building or other improvement\nthereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default\non the related Mortgage Loan or Serviced Whole Loan became imminent, all within the meaning of Code Section 856(e)(4)(B); or\n\n(iv)                           Directly Operate\nor allow any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by the Trust\nFund, unless such Person is an Independent Contractor;\n\nunless, in any such case, the Special Servicer\nhas requested and received an Opinion of Counsel addressed to the Special Servicer, any related Serviced Companion Loan Holder, the Certificate\nAdministrator and the Trustee (which opinion shall be an expense of the Trust Fund and, if any related Serviced Companion Loan is part\nof a REMIC, the related Serviced Companion Loan Holder) to the effect that such action will not cause such REO Property to fail to qualify\nas “foreclosure property” within the meaning of Code Section 860G(a)(8) (determined without regard to the exception\napplicable for purposes of Code Section 860D(a)) at any time that it is held by the Trust Fund, in which case the Special Servicer\nmay take such actions as are specified in such Opinion of Counsel.\n\nThe Special Servicer shall be required to contract\nwith an Independent Contractor, the fees and expenses of which shall be an expense of the Trust Fund and payable out of REO Proceeds,\nfor the operation and management of any REO Property, within 90 days of the Trust Fund’s acquisition thereof (unless the Special\nServicer shall have provided the Trustee and the Certificate Administrator with an Opinion of Counsel that the operation and management\nof any REO Property other than through an Independent Contractor shall not cause such REO Property to fail to qualify as “foreclosure\nproperty” within the meaning of Code Section 860G(a)(8)) (which opinion shall be an expense of the Trust Fund), *provided*\nthat:\n\n(i)                                  the terms and\nconditions of any such contract shall be reasonable and customary for the area and type of property and shall not be inconsistent herewith;\n\n - 294 - \n\n \n\n(ii)                               any such contract\nshall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred in connection\nwith the operation and management of such REO Property, including those listed above, and remit all related revenues (net of such costs\nand expenses) to the Special Servicer as soon as practicable, but in no event later than thirty days following the receipt thereof\nby such Independent Contractor;\n\n(iii)                            none of the\nprovisions of this Section 3.16(b) relating to any such contract or to actions taken through any such Independent Contractor shall\nbe deemed to relieve the Special Servicer of any of its duties and obligations to the Trust Fund or the Trustee on behalf of the Certificateholders,\nthe Uncertificated VRR Interest Owner and, if applicable, any related Loan-Specific Certificateholders and/or Loan-Specific Uncertificated\nInterest Owners and any related Serviced Companion Loan Holder(s) with respect to the operation and management of any such REO Property;\nand\n\n(iv)                           the Special Servicer\nshall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with\nthe operation and management of such REO Property.\n\nThe Special Servicer shall\nbe entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations\nhereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to\nlimit or modify such indemnification.\n\n(c)               \nWhen and as necessary, the Special Servicer shall send to the Trustee and the Certificate Administrator and the related Serviced\nCompanion Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) a statement\nprepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting\nfrom the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants\nof, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in accordance with Section 3.16(a)\nand Section 3.16(b) of this Agreement.\n\n(d)              \nNotwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to an Outside\nServiced Mortgage Loan.\n\nSection 3.17                \nSale of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans.\n\n(a)               \nThe parties hereto may sell or purchase, or permit the sale or purchase of, a Mortgage Loan (excluding an Outside Serviced\nMortgage Loan) only (i) on the terms and subject to the conditions set forth in this Section 3.17, (ii) as otherwise\nexpressly provided in or contemplated by Sections 2.03 and 9.01 of this Agreement, or (iii) (A) in the case\nof a Mortgage Loan related to a Serviced Whole Loan in accordance with and subject to the provisions of the related Co-Lender Agreement\nand Section 3.28 of this Agreement (it\n\n - 295 - \n\n \n\nbeing understood that the terms and provisions\nof such Co-Lender Agreement does not affect the right of the Master Servicer, the Trustee, the Certificate Administrator, the Asset Representations\nReviewer or the Operating Advisor to receive Servicing Fees, Trustee Fees, Certificate Administrator Fees, Asset Representations Reviewer\nAsset Review Fees or Asset Representations Reviewer Ongoing Fees or Operating Advisor Fees that are payable hereunder from amounts allocable\nto the related Mortgage Loan pursuant to the related Co-Lender Agreement) and (B) in the case of a Mortgage Loan with a related mezzanine\nloan or subordinate mortgage loan, in accordance with and subject to the provisions of the related intercreditor agreement.\n\n(b)              \nPromptly upon a Serviced Loan or Serviced Whole Loan becoming a Defaulted Loan and if the Special Servicer determines in accordance\nwith the Servicing Standard that it would be in the best interests of the Certificateholders, the Uncertificated VRR Interest Owner (and\nthe related Loan-Specific Certificateholders and any related Loan-Specific Uncertificated Interest Owners if a Trust Subordinate Companion\nWhole Loan is involved) and, in the case of a Serviced Whole Loan, any related Serviced Companion Loan Holder(s) (as a collective whole\nas if such Trust Certificateholders, such Uncertificated Interest Owners and, in the case of a Serviced Whole Loan, any related Serviced\nCompanion Loan Holder(s), constituted a single lender, taking into account the subordinate nature of any related Subordinate Companion\nLoan) to attempt to sell such Defaulted Loan, the Special Servicer shall use reasonable efforts to solicit offers for such Defaulted Loan\non behalf of the Certificateholders, the Uncertificated VRR Interest Owner (and the related Loan-Specific Certificateholders and any related\nLoan-Specific Uncertificated Interest Owners if a Trust Subordinate Companion Whole Loan is involved) and, if applicable, any related\nServiced Companion Loan Holder(s) in such manner as will be reasonably likely to realize a fair price. Subject to the other subsections\nof this Section 3.17, the Special Servicer shall accept the first (and, if multiple offers are contemporaneously received,\nthe highest) cash offer received from any Person that constitutes a fair price for such Defaulted Loan. The Special Servicer shall notify\nany applicable Directing Holder and Consulting Party of any written offers (excluding, for the sake of clarity, any unsuccessful bids\nreceived during an auction, whether live or on-line, that were lower than the accepted offer) received regarding the sale of any Defaulted\nLoan, in each case to the extent requested in writing by any such party. Any Serviced Companion Loan that is part of a Defaulted Serviced\nWhole Loan is to be sold together with the related Mortgage Loan, subject to the other subsections of this Section 3.17 and\nany additional requirements set forth in the related Co-Lender Agreement.\n\n(c)               \nThe Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion\nLoan Holder (in the case of a Serviced Whole Loan), any applicable Directing Holder and Consulting Party not less than five (5) Business\nDays’ prior written notice of its intention to sell any Defaulted Loan. No Interested Person shall be obligated to submit an offer\nto purchase any Defaulted Loan, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual\ncapacity, nor any of its Affiliates may offer to purchase, or purchase any Defaulted Loan pursuant hereto.\n\n - 296 - \n\n \n\n(d)              \nWhether any cash offer constitutes a fair price for any Defaulted Loan for purposes of Section 3.17(b) of this Agreement\nshall be determined by the Special Servicer, if the offeror is a Person other than an Interested Person, and by the Trustee, if the offeror\nis an Interested Person (*provided* that the Trustee may not be an offeror); *provided*, *however*, that no offer from\nan Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers\nare received from independent third parties; and *provided*, *further*, notwithstanding the immediately preceding proviso,\nthe Purchase Price for any Defaulted Loan (and any equivalent amount for any related Serviced Companion Loan) shall be deemed a fair price\nin all cases, including with respect to any offer from an Interested Person. In all cases under this Agreement (except to the extent the\nTrustee is not required to determine whether any cash offer constitutes a fair price for any Defaulted Loan pursuant to the immediately\npreceding sentence), in determining whether any offer received from an Interested Person represents a fair price for any Defaulted Loan,\nthe Trustee shall (at the expense of the Interested Person) designate an independent third party expert in real estate or commercial mortgage\nloan matters with at least five (5) years’ experience in valuing or investing in mortgage loans similar to such Defaulted Loan that\nhas been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Defaulted Loan;\n*provided* that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined\nby the Trustee. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party\npursuant to this Section 3.17(d) will be covered by, and will be reimbursable by the Interested Person. The Trustee will be entitled\nto rely conclusively upon such third party’s determination. In determining whether any such offer from a Person other than an Interested\nPerson constitutes a fair price for any such Defaulted Loan, the Special Servicer shall take into account (in addition to the results\nof any Appraisal, updated Appraisal or narrative Appraisal that it may have obtained pursuant to this Agreement within the prior 9 months),\namong other factors, the period and amount of any delinquency on such Defaulted Loan, the occupancy level and physical condition of the\nrelated Mortgaged Property and the state of the local economy. The appraiser conducting any new Appraisal for determining whether any\noffer from a Person other than an Interested Person represents a fair price for any Defaulted Loan shall be an Appraiser selected by the\nSpecial Servicer. The cost of any such Appraisal shall be covered by, and shall be reimbursable to, the Master Servicer as a Property\nAdvance if no Interested Person is offering to purchase such Defaulted Loan.\n\n(e)               \nSubject to Section 3.17(a) through Section 3.17(d), Section 3.17(f), Section 3.17(g)\nand Section 3.17(m), the Special Servicer shall act on behalf of the Trust Fund and any affected Serviced Companion Loan Holder\nin negotiating and taking any other action necessary or appropriate in connection with the sale of any Defaulted Loan, and the collection\nof all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may\nretain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information pertaining to such\nsales or exchanging offers without obligation to deposit such amounts into the Collection Account or, if applicable, the Whole Loan Custodial\nAccount. Any sale of any Defaulted Loan shall be final and without recourse to the Trustee, the Certificate Administrator or the Trust\nFund (except such recourse to the Trust Fund imposed by those representations and warranties typically given in such transactions, any\nappropriations\n\n - 297 - \n\n \n\napplied thereto and any customary closing\nmatters), and if such sale is consummated in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer,\nthe Depositor, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee shall have any\nliability to any Trust Certificateholder or Uncertificated Interest Owner with respect to the purchase price therefor accepted by the\nSpecial Servicer or the Trustee.\n\n(f)               \nSubject to (x) the rights of a holder of a mezzanine loan, under the respective intercreditor agreement, and (y) the rights of\na Subordinate Companion Loan Holder, under the respective Co-Lender Agreement, to purchase a Mortgage Loan or Serviced Whole Loan\n(or senior portion thereof), unless and until a Defaulted Loan is sold pursuant to this Section , the Special Servicer shall continue\nto service and administer such Defaulted Loan in accordance with the Servicing Standard and this Agreement and shall pursue such other\nresolutions or recovery strategies including workout, foreclosure or sale of such Defaulted Loan, as is consistent with this Agreement\nand the Servicing Standard.\n\n(g)              \nAny sale of a Defaulted Loan pursuant to this Section 3.17 shall be for cash only. The purchase price for any Defaulted\nLoan purchased under this Section 3.17 or any Outside Serviced Mortgage Loan sold in accordance with the related Co-Lender\nAgreement or Outside Servicing Agreement, shall be deposited into the Collection Account or the related Whole Loan Custodial Account,\nas applicable, and the Certificate Administrator (or a Custodian appointed by it), upon receipt of (i) an Officer’s Certificate\nfrom the Master Servicer to the effect that such deposit has been made and (ii) a Request for Release, shall release or cause to be released\nto the purchaser of the Defaulted Loan the related Mortgage File, and the Trustee, the Master Servicer or the Special Servicer, as applicable,\nshall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in\nsuch purchaser ownership of such Defaulted Loan. In connection with any such purchase, the Special Servicer and the Master Servicer shall\ndeliver the related Servicing File (to the extent either has possession of such file) to such purchaser.\n\n(h)              \nThe parties hereto may sell or purchase, or permit the sale or purchase of, an REO Property (other than an REO Property related\nto an Outside Serviced Mortgage Loan) only on the terms and subject to the conditions set forth in this Section 3.17.\n\n(i)                \nThe Special Servicer shall use reasonable efforts to solicit offers for each REO Property (other than an REO Property related to\nan Outside Serviced Mortgage Loan) on behalf of the Trust Certificateholders, the Uncertificated Interest Owners and the related Serviced\nCompanion Loan Holder in such manner as will be reasonably likely to realize a fair price within the time period specified by Section 3.16\nof this Agreement. Subject to Section 3.17(m) of this Agreement, the Special Servicer shall accept the first (and, if multiple\noffers are contemporaneously received, highest) cash offer received from any Person that constitutes a fair price for such REO Property.\nIf the Special Servicer determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price for any\nREO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) within the time constraints imposed by Section 3.16\nof this Agreement, then the Special Servicer shall dispose of such REO Property upon such terms and\n\n - 298 - \n\n \n\nconditions as the Special Servicer shall\ndeem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection therewith, shall accept the highest\noutstanding cash offer, regardless from whom received. The Liquidation Proceeds (net of related Liquidation Expenses) for any REO\nProperty sold hereunder shall be deposited in the Collection Account or, if applicable, the related Whole Loan Custodial Account.\n\n(j)                \nThe Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion\nLoan Holder, the Operating Advisor, any applicable Directing Holder and any applicable Consulting Party not less than three (3) Business\nDays’ prior written notice of its intention to sell any REO Property (other than an REO Property related to an Outside Serviced\nMortgage Loan) hereunder. No Interested Person shall be obligated to submit an offer to purchase any REO Property, and notwithstanding\nanything to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may offer to purchase,\nor purchase, any REO Property pursuant hereto.\n\n(k)              \nWhether any cash offer constitutes a fair price for any REO Property (other than an REO Property related to an Outside Serviced\nMortgage Loan) for purposes of Section 3.17(i) of this Agreement shall be determined by the Special Servicer, if the\nofferor is a Person other than an Interested Person, and by the Trustee, if the offeror is an Interested Person (*provided* that\nthe Trustee may not be an offeror); *provided*, *however*, that no offer from an Interested Person shall constitute a fair price\nunless (i) it is the highest offer received and (ii) at least two other offers are received from independent third parties;\nand *provided*, *further*, notwithstanding the immediately preceding proviso, the Purchase Price for any such REO Property\nshall be deemed a fair price in all cases, including with respect to any offer from an Interested Person. In determining whether any offer\nreceived from an Interested Person represents a fair price for any such REO Property, the Trustee shall (at the expense of the Interested\nPerson) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’\nexperience in valuing or investing in properties similar to such REO Property that has been selected with reasonable care by the Trustee\nto determine if such cash offer constitutes a fair price for such REO Property; *provided* that the Trustee will not engage a third\nparty expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The reasonable costs of all appraisals,\ninspection reports and broker opinions of value incurred by any such third party pursuant to this Section 3.17(k) will be\ncovered by, and will be reimbursable by the Interested Person. The Trustee will be entitled to rely conclusively upon such third party’s\ndetermination. In determining whether any such offer from a Person other than an Interested Person constitutes a fair price for any such\nREO Property, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal or narrative\nAppraisal that it may have obtained pursuant to this Agreement within the prior 9 months), among other factors, the period and amount\nof any delinquency on the related Mortgage Loan or Serviced Whole Loan, the occupancy level and physical condition of such REO Property,\nthe state of the local economy and the obligation to dispose of such REO Property within the time period specified in Section 3.16\nof this Agreement. The appraiser conducting any new Appraisal for determining whether any offer from a Person other than an Interested\nPerson represents a fair price for any REO\n\n - 299 - \n\n \n\nProperty shall be an Appraiser selected\nby the Special Servicer. The cost of any such Appraisal shall be covered by, and shall be reimbursable to, the Master Servicer as a Property\nAdvance if no Interested Person is offering to purchase such REO Property.\n\n(l)                \nSubject to Section 3.17(a) through Section 3.17(k) and Section 3.17(m) of this Agreement, the\nSpecial Servicer shall act on behalf of the Trust Fund and any affected Serviced Companion Loan Holder in negotiating and taking any other\naction necessary or appropriate in connection with the sale of any Defaulted Loan or REO Property (other than an REO Property related\nto an Outside Serviced Mortgage Loan), and the collection of all amounts payable in connection therewith. In connection therewith, the\nSpecial Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the\npreparation and delivery of information pertaining to such sales or exchanging offers without obligation to deposit such amounts into\nthe Collection Account or, if applicable, the related Whole Loan Custodial Account. Any sale of any Defaulted Loan or REO Property (other\nthan an REO Property related to an Outside Serviced Mortgage Loan) shall be final and without recourse to the Trustee, the Certificate\nAdministrator or the Trust Fund or any related Serviced Companion Loan Holder (except such recourse to the Trust Fund and the related\nServiced Companion Loan Holder imposed by those representations and warranties typically given in such transactions, any appropriations\napplied thereto and any customary closing matters), and if such sale is consummated in accordance with the terms of this Agreement, none\nof the Special Servicer, the Master Servicer, the Depositor, the Certificate Administrator, the Operating Advisor, the Asset Representations\nReviewer or the Trustee shall have any liability to any Trust Certificateholder or Uncertificated Interest Owner with respect to the purchase\nprice therefor accepted by the Special Servicer or the Trustee.\n\n(m)            \nNotwithstanding any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to\naccept the highest cash offer for a Defaulted Loan if the Special Servicer determines (in consultation with any applicable Directing Holder\nand Consulting Parties), in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the\napplicable Trust Certificateholders, the applicable Uncertificated Interest Owners and, in the case of a sale of a Serviced Whole Loan\n(or applicable portion thereof), the related affected Serviced Companion Loan Holder(s) (as a collective whole as if such Trust Certificateholders,\nsuch Uncertificated Interest Owners and, if applicable, any such related Serviced Companion Loan Holder(s) constituted a single lender\n(and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of the related Subordinate Companion Loan(s))),\nand the Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in its\nreasonable and good faith judgment, that acceptance of such offer would be in the best interests of the applicable Trust Certificateholders,\nthe applicable Uncertificated Interest Owners and, in the case of a Serviced Whole Loan, any related affected Serviced Companion Loan\nHolder(s) (as a collective whole as if such Trust Certificateholders, such Uncertificated Interest Owners and, if applicable, any such\nrelated Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Whole Loan, taking into account\nthe subordinate nature of the related Subordinate Companion Loan(s))) (for example, if the prospective buyer making the lower\n\n - 300 - \n\n \n\noffer is more likely to perform its obligations\nor the terms offered by the prospective buyer making the lower offer are more favorable).\n\nNotwithstanding any of the\nforegoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest cash offer for\nan REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) if the Special Servicer determines (in consultation\nwith any applicable Directing Holder and Consulting Parties), in accordance with the Servicing Standard, that rejection of such offer\nwould be in the best interests of the applicable Trust Certificateholders and Uncertificated Interest Owners and, in the case of a sale\nof an REO Property that corresponds to a Serviced Whole Loan, the related Serviced Companion Loan Holder(s) (as a collective whole as\nif such Trust Certificateholders, such Uncertificated Interest Owners and, if applicable, any Serviced Companion Loan Holder(s) constituted\na single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of the related Subordinate Companion\nLoan(s))), and the Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines,\nin its reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the applicable Trust Certificateholders\nand Uncertificated Interest Owners and, in the case of an REO Property that corresponds to a Serviced Whole Loan, any related Serviced\nCompanion Loan Holder(s) (as a collective whole as if such Trust Certificateholders, such Uncertificated Interest Owners and, if applicable,\nany related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Whole Loan, taking into account\nthe subordinate nature of the related Serviced Subordinate Companion Loan(s))) (for example, if the prospective buyer making the lower\noffer is more likely to perform its obligations or the terms offered by the prospective buyer making the lower offer are more favorable).\n\n(n)              \nIn no event shall the Trust Fund or the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer on\nthe Trust’s behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan, or any Companion Loan or any\nMortgage Loan.\n\n(o)              \nNotwithstanding anything herein to the contrary, any party identified in the related Co-Lender Agreement or Outside Servicing\nAgreement (which, if the identified party is the holder of an Outside Serviced Mortgage Loan, shall mean the Controlling Class Representative\nfor so long as no Control Termination Event has occurred and is continuing), in its individual capacity and not on behalf of the Trust,\nshall be entitled to purchase an Outside Serviced Mortgage Loan in accordance with the terms and conditions set forth in the related Co-Lender\nAgreement and Outside Servicing Agreement. In no event shall the Trust Fund or the Trustee, the Master Servicer or the Special Servicer\non its behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan or the related Companion Loan(s) or any\nother Mortgage Loan.\n\n(p)              \nNotwithstanding anything to the contrary herein, any purchase or sale of a Specially Serviced Loan pursuant to this Section 3.17\nwill remain subject to the cure, purchase and other rights of, in each case if applicable, any related Subordinate Companion Loan Holder\nas set forth in the related Co-Lender Agreement and any holder of a related mezzanine loan as set forth in the related intercreditor\nagreement. The Special Servicer shall determine the price to be paid in accordance with the terms of the related Co-Lender\n\n - 301 - \n\n \n\nAgreement or the related mezzanine loan\nintercreditor agreement in connection with any such purchase rights in favor of any related Subordinate Companion Loan Holder or mezzanine\nloan holder and shall provide such notices to the related Subordinate Companion Loan Holder or the holder of a related mezzanine loan\nas are required by the related Co-Lender Agreement or the related mezzanine loan intercreditor agreement in connection with each such\nholders’ purchase rights.\n\n(q)              \nWith respect to any Serviced Whole Loan (other than any such Whole Loan that is a Serviced Outside Controlled Whole Loan) that,\npursuant to the terms of the related Co-Lender Agreement, becomes a Defaulted Serviced Whole Loan, if the Special Servicer determines\nto sell the related Serviced Mortgage Loan in accordance with this Section 3.17, then the Special Servicer shall sell each\nrelated Serviced Pari Passu Companion Loan (and any related Trust Subordinate Companion Loan) together with such Serviced Mortgage Loan\nas a single whole loan in accordance with this Agreement and subject to any rights of the applicable Directing Holder and the holder of\nany related non-controlling Serviced Pari Passu Companion Loan hereunder or under the related Co-Lender Agreement. Notwithstanding\nanything to the contrary herein, the Special Servicer shall not sell any such Serviced Whole Loan if it becomes a Defaulted Serviced Whole\nLoan without the written consent of each related Serviced Pari Passu Companion Loan Holder (*provided* that such consent is not required\nif the consenting party is the related Mortgagor or an Affiliate of the related Mortgagor) unless the Special Servicer has delivered (which\ndelivery may be by electronic mail to the extent it would not be prohibited under the terms of the related Co-Lender Agreement) to\nsuch related Serviced Pari Passu Companion Loan Holder (at the expense of such Serviced Pari Passu Companion Loan Holder to the extent\npermitted under the terms of the related Co-Lender Agreement; *provided*, that to the extent an Other Securitization Trust is\nthe related Serviced Pari Passu Companion Loan Holder, no such expense shall be payable out of such Other Securitization Trust or by the\nparties to the related Other Pooling and Servicing Agreement): (a) at least 15 Business Days’ prior written notice of any decision\nto attempt to sell such Defaulted Serviced Whole Loan; (b) at least 10 days prior to the proposed sale date, a copy of each\nbid package (together with any material amendments to such bid packages) received by the Special Servicer in connection with any such\nproposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the subject Serviced\nWhole Loan, and any documents in the Servicing File reasonably requested by such related Serviced Pari Passu Companion Loan Holder that\nare material to the price of the subject Serviced Whole Loan; and (d) until the sale is completed, and a reasonable period of time\n(but no less time than is afforded to other offerors) prior to the proposed sale date, all information and other documents being provided\nto other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with\nthe proposed sale; *provided*, that a related Serviced Pari Passu Companion Loan Holder may waive as to itself any of the delivery\nor timing requirements set forth in this sentence. The applicable Directing Holder and each related Serviced Pari Passu Companion Loan\nHolder may submit an offer to purchase, and any such party is permitted to be the purchaser at any sale of, the subject Defaulted Serviced\nWhole Loan unless such Person is the related Mortgagor or an agent or Affiliate of the related Mortgagor.\n\n - 302 - \n\n \n\n(r)                \nWith respect to any Serviced Whole Loan that is a Serviced Outside Controlled Whole Loan that, pursuant to the terms of the related\nCo-Lender Agreement, becomes a Defaulted Serviced Whole Loan, and if the Special Servicer determines to sell the related Serviced\nMortgage Loan in accordance with this Section 3.17, then the Special Servicer shall sell each related Serviced Pari Passu\nCompanion Loan together with such Serviced Mortgage Loan as a single whole loan in accordance with this Agreement and subject to any rights\nof any related Outside Controlling Note Holder, the Controlling Class Representative and/or the holder of any related non-controlling\nServiced Pari Passu Companion Loan hereunder or under the related Co-Lender Agreement. Notwithstanding anything to the contrary herein,\nthe Special Servicer shall not sell any such Serviced Whole Loan if it becomes a Defaulted Serviced Whole Loan without the written consent\nof the Controlling Class Representative (unless a Consultation Termination Event exists), the related Outside Controlling Note Holder\nand the holder of each related non-controlling Serviced Pari Passu Companion Loan (*provided* that such consent is not required\nif the consenting party is the related Mortgagor or an Affiliate of the related Mortgagor) unless the Special Servicer has delivered (which\ndelivery may be by electronic mail to the extent it would not be prohibited under the terms of the related Co-Lender Agreement) to\nthe Controlling Class Representative, the related Outside Controlling Note Holder and the holder of each related non-controlling Serviced\nPari Passu Companion Loan (at the expense of such Outside Controlling Note Holder and the holder of each related non-controlling Serviced\nPari Passu Companion Loan, to the extent permitted under the terms of the related Co-Lender Agreement): (a) at least 15 Business Days’\nprior written notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least 10 days prior to the proposed sale\ndate, a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection\nwith any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the subject\nServiced Whole Loan, and any documents in the Servicing File reasonably requested by the Controlling Class Representative, the related\nOutside Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan that are material\nto the price of the subject Serviced Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time\nthan is afforded to other offerors and the Controlling Class Representative) prior to the proposed sale date, all information and other\ndocuments being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer\nin connection with the proposed sale; *provided*, that the Controlling Class Representative, the related Outside Controlling Note\nHolder and the holder of each related non-controlling Serviced Pari Passu Companion Loan may each waive as to itself any of the delivery\nor timing requirements set forth in this sentence. The Controlling Class Representative, the related Outside Controlling Note Holder and\nthe holder of each related non-controlling Serviced Pari Passu Companion Loan shall be permitted to submit an offer to purchase, and\nany such party is permitted to be the purchaser at any sale of, the subject Serviced Whole Loan unless such Person is the related Mortgagor\nor an agent or Affiliate of the related Mortgagor.\n\nNotwithstanding the prior\nparagraph, with respect to each Serviced AB Whole Loan (other than a Trust Subordinate Companion Whole Loan), if such Serviced AB Whole\nLoan becomes a Defaulted Serviced Whole Loan, and if the Special Servicer determines to sell the\n\n - 303 - \n\n \n\nrelated Serviced Mortgage Loan in accordance\nwith this Section 3.17, then the Special Servicer shall not be permitted or required to sell the related Serviced Subordinate\nCompanion Loan(s) together with such Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loan(s) as a single whole loan\nexcept as required by the related Co-Lender Agreement.\n\nIf any Trust Subordinate\nCompanion Whole Loan becomes a Defaulted Serviced Whole Loan, and if the Special Servicer determines to sell the related Serviced Mortgage\nLoan in accordance with this Section 3.17, then the Special Servicer shall sell the related Trust Subordinate Companion Loan\ntogether with such Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loan(s) as one whole loan in accordance with this\nAgreement and the related Co-Lender Agreement.\n\n(s)               \nWith respect to any Outside Serviced Mortgage Loan upon becoming a “Defaulted Mortgage Loan” (as such term or\nany analogous term is defined pursuant to the terms of the applicable Outside Servicing Agreement), and with respect to any REO Property\nrelated to an Outside Serviced Mortgage Loan, the liquidation of such Outside Serviced Mortgage Loan or such REO Property shall be administered\nby the related Outside Special Servicer in accordance with the applicable Outside Servicing Agreement and the related Co-Lender Agreement.\nAny such sale of an Outside Serviced Mortgage Loan or any related REO Property pursuant to the applicable Outside Servicing Agreement\nand/or the related Co-Lender Agreement shall be final and without recourse to the Trustee or the Trust, and none of the Master Servicer,\nthe Special Servicer, the Certificate Administrator or the Trustee shall have any liability to any Trust Certificateholder or Uncertificated\nInterest Owner with respect to the purchase price for such Outside Serviced Mortgage Loan or such REO Property accepted on behalf of the\nTrust. Any proceeds of such a sale received by the Trust Fund shall be promptly deposited in the Collection Account.\n\nSection 3.18                \nAdditional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports\nto the Serviced Companion Loan Holder.\n\n(a)               \nThe Master Servicer (or, with respect to Specially Serviced Loans and REO Properties, the Special Servicer) shall inspect or cause\nto be inspected each Mortgaged Property that secures a Serviced Loan at such times and in such manner as are consistent with the Servicing\nStandard, but in any event at least once every calendar year with respect to such Mortgaged Property relating to Serviced Mortgage Loans\nwith an outstanding principal balance of $2,000,000 or more and at least once every other calendar year with respect to such Mortgaged\nProperty relating to Serviced Mortgage Loans with an outstanding principal balance of less than $2,000,000, in each case commencing in\n2027; *provided* that the Master Servicer is not required to inspect any Mortgaged Property that has been inspected by the Special\nServicer during the preceding 12 months. If any Serviced Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the related\nMortgaged Property shall be inspected by the Special Servicer as soon as practicable and thereafter at least every calendar year for so\nlong as such condition exists. The cost of any annual inspection, or bi-annual inspection, as the case may be, shall be borne by the\nMaster Servicer unless the related Serviced Mortgage Loan or Serviced Whole Loan is a Specially\n\n - 304 - \n\n \n\nServiced Loan. The Master Servicer shall\nreimburse the Special Servicer for the cost of any inspection of a Specially Serviced Loan as a Property Advance (or as an expense of\nthe Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance)\nand any out-of-pocket costs incurred with respect to such inspection shall be borne by the Trust Fund. The Special Servicer or\nthe Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection performed by it pursuant\nto this Section 3.18(a), and shall, as soon as reasonably practicable following completion, deliver or make available a copy\n(in electronic format) of each such report to the Certificate Administrator (who shall post such report to the Certificate Administrator’s\nWebsite for review by Privileged Persons in accordance with Section 4.02(a)).\n\n(b)              \nThe Master Servicer shall, as to each Mortgage Loan (excluding an Outside Serviced Mortgage Loan) which is secured by the interest\nof the related Mortgagor under a Ground Lease, even if the corresponding fee interest is encumbered, promptly (and in any event within\n60 days following the later of the Closing Date or its receipt of a copy of the Ground Lease) notify the related ground lessor of\nthe transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default\nunder the related Ground Lease should thereafter be forwarded to the Master Servicer. The Master Servicer shall forward to the Special\nServicer any written notice of default under a ground lease.\n\n(c)               \nThe Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to each Serviced Companion\nLoan Holder a written report, prepared in the manner set forth in Section 4.02, of each inspection performed by it with respect\nto the related Mortgaged Property and Serviced Companion Loan related thereto.\n\n(d)              \nThe Master Servicer is hereby authorized to exercise any rights granted under the applicable Outside Servicing Agreement in favor\nof the Trust (or a party on its behalf) as the holder of each Outside Serviced Mortgage Loan to obtain information from the related\nOutside Servicer (or other similar parties with an obligation to make advances) in connection with making nonrecoverability determinations.\nThe Master Servicer shall promptly deliver to any related Outside Servicer, upon request, such information in the Master Servicer’s\npossession as the related Outside Servicer reasonably requests in order to determine whether an advance similar to a P&I Advance would\nbe “nonrecoverable.”\n\n(e)               \nIf required under the related Co-Lender Agreement, the Master Servicer shall promptly deliver to each Serviced Companion Loan\nHolder or provide electronically: (i) copies of operating statements and rent rolls; (ii) annual CREFC® NOI Adjustment\nWorksheets (with annual operating statements as exhibits); and (iii) annual CREFC® Operating Statement Analysis Reports,\nin each case prepared, received or obtained by it pursuant to this Agreement with respect to the Mortgaged Properties securing the related\nServiced Companion Loan.\n\n - 305 - \n\n \n\nSection 3.19                \nLock-Box Accounts, Escrow Accounts.\n\nExcept with respect to the\nOutside Serviced Mortgage Loans, the Master Servicer shall administer each Lock-Box Account and Escrow Account in accordance with\nthe related Mortgage or Loan Agreement or Lock-Box Agreement, if any, and administer any letters of credit pursuant to the related\nletter of credit agreement and the Loan Documents.\n\nNotwithstanding the foregoing,\nto the extent that any cash amounts are held in an Escrow Account or other cash collateral account and the mortgagee under the related\nLoan Documents is permitted, but not required, to apply such amounts to prepay the related Mortgage Loan (or Serviced Whole Loan), neither\nthe Master Servicer nor the Special Servicer shall apply such amounts to prepay the Mortgage Loan (or Serviced Whole Loan) until after\nthe occurrence of an event of default under the Mortgage Loan (or Serviced Whole Loan) that may result in the Mortgage Loan (or Serviced\nWhole Loan) being accelerated or becoming a Specially Serviced Loan.\n\nSection 3.20                \nProperty Advances.\n\n(a)               \nExcept with respect to an Outside Serviced Mortgage Loan, the Master Servicer (or, to the extent provided in Section 3.20(b)\nof this Agreement, the Back-Up Advancing Agent) shall make any Property Advances as and to the extent incidental to the performance\nof its duties under this Agreement or otherwise required pursuant to the terms hereof; *provided* that the Master Servicer shall\nforward to the Special Servicer written notice of default under a ground lease, and the Special Servicer shall determine in accordance\nwith the Servicing Standard (subject to the consent or consultation rights of the related Directing Holder or Consulting Party, as applicable,\nin accordance with Section 6.09) whether such default should be cured; and *provided, further,* that no Property Advances\nshall be made with regard to a Subordinate Companion Loan held outside the Trust if the related Mortgage Loan is no longer held by the\nTrust. The Special Servicer shall give the Master Servicer, the Back-Up Advancing Agent and any affected Serviced Companion Loan Holder\nnot less than five (or, in the case of Emergency Advances pursuant to Section 3.20(e) of this Agreement, two) Business Days’\nwritten notice before the date on which the Master Servicer is requested to make any Property Advance with respect to a given Specially\nServiced Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan). In addition, the Special Servicer\nshall provide the Master Servicer, the Back-Up Advancing Agent and any affected Serviced Companion Loan Holder with such information in\nits possession as the Master Servicer, the Back-Up Advancing Agent or such Serviced Companion Loan Holder, as applicable, may reasonably\nrequest to enable the Master Servicer or the Back-Up Advancing Agent, as applicable, to determine whether a requested Property Advance\nwould constitute a Nonrecoverable Advance. Any such notice by the Special Servicer to the Master Servicer of a required Property Advance\nshall be deemed to be a determination by the Special Servicer that such requested Property Advance is not a Nonrecoverable Advance, and\nthe Master Servicer shall be entitled to conclusively rely on such determination. In the absence of a determination by the Special Servicer\nthat a Property Advance is a Nonrecoverable Advance, all determinations of recoverability with respect to Property Advances to be made\n(or contemplated to be made) by the Master Servicer or the Back-Up Advancing\n\n - 306 - \n\n \n\nAgent will remain with the Master Servicer\nor the Back-Up Advancing Agent, as applicable. On the fourth Business Day before each Distribution Date, the Special Servicer shall\nreport to the Master Servicer the Special Servicer’s determination as to whether any Property Advance previously made with respect\nto a Specially Serviced Loan is a Nonrecoverable Advance promptly after making such determination. The Master Servicer and the Back-Up\nAdvancing Agent shall be entitled to conclusively rely on and shall be bound by such a determination by the Special Servicer that a Property\nAdvance previously made or contemplated to be made with respect to a Specially Serviced Loan is or would be a Nonrecoverable Advance.\nAlthough the Special Servicer may determine whether a Property Advance is a Nonrecoverable Advance, the Special Servicer will have no\nright to (i) make an affirmative determination that any Property Advance previously made or to be made (or contemplated to be made) by\nthe Master Servicer or the Back-Up Advancing Agent is, or would be, recoverable or (ii) reverse any determination that may have been made\nby the Master Servicer or the Back-Up Advancing Agent or to prohibit the Master Servicer or the Back-Up Advancing Agent from making a\ndetermination that any Property Advance constitutes or would constitute a Nonrecoverable Advance; *provided* that this sentence will\nnot be construed to limit the Special Servicer’s right to make a determination that a Property Advance to be made (or contemplated\nto be made) would be, or a previously made Advance is, a Nonrecoverable Advance, as described in this Section 3.20. The Master\nServicer and the Special Servicer shall consider Unliquidated Advances in respect of prior Property Advances for the purposes of non-recoverability\ndeterminations as if such amounts were unreimbursed Property Advances.\n\nFor purposes of distributions\nto Trust Certificateholders, Uncertificated Interest Owners and Serviced Companion Loan Holders and compensation to the Master Servicer,\nthe Back-Up Advancing Agent or any other party hereto, Property Advances shall not be considered to increase the principal balance of\nany Mortgage Loan or Serviced Whole Loan, notwithstanding that the terms of such Mortgage Loan or Serviced Whole Loan so provide.\n\n(b)              \nThe Master Servicer shall notify the Back-Up Advancing Agent, the Special Servicer and any related Serviced Companion Loan Holder\nin writing promptly upon, and in any event within one (1) Business Day after, becoming aware that it will be unable to make any Property\nAdvance required to be made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such\nProperty Advance, the Person to whom it will be paid, and the circumstances and purpose of such Property Advance, and shall set forth\ntherein information and instructions for the payment of such Property Advance, and, on the date specified in such notice for the payment\nof such Property Advance, or, if the date for payment has passed or if no such date is specified, then within five (5) Business Days following\nsuch notice, the Back-Up Advancing Agent, subject to the provisions of Section 3.20(c) of this Agreement, shall pay the amount\nof such Property Advance in accordance with such information and instructions. Any notice to the Back-Up Advancing Agent pursuant to this\nSection shall be deemed to be given to a Responsible Officer of the Back-Up Advancing Agent if made in accordance with Section 12.04\nof this Agreement.\n\n(c)               \nNone of the Master Servicer, the Special Servicer or the Back-Up Advancing Agent shall be obligated to make a Property Advance\nas to any Mortgage Loan\n\n - 307 - \n\n \n\nor Serviced Whole Loan or REO Property\nif the Master Servicer, the Special Servicer or the Back-Up Advancing Agent, as applicable, determines that such Advance will be a Nonrecoverable\nAdvance. The determination by any Person with an obligation hereunder to make Property Advances that it has made a Nonrecoverable Advance\nor that any proposed Property Advance, if made, would constitute a Nonrecoverable Advance or a determination by the Special Servicer that\na Property Advance previously made or proposed to be made is or would, if made, constitute a Nonrecoverable Advance, shall be made by\nsuch Person (i) in the case of the Master Servicer or the Special Servicer, in accordance with the Servicing Standard and (ii) in\nthe case of the Back-Up Advancing Agent, in accordance with its good faith business judgment and shall be evidenced by an Officer’s\nCertificate delivered on or prior to the next Master Servicer Remittance Date to (1) the affected Serviced Companion Loan Holders\nor their Companion Loan Holder representatives (and the related master servicer and special servicer under any related Other Pooling and\nServicing Agreement, if applicable), in the case of any Serviced Whole Loan, (2) the Back-Up Advancing Agent (unless it is the Person\nmaking the determination), (3) any applicable Directing Holder, (4) the Master Servicer (unless it is the Person making the\ndetermination), (5) the Special Servicer (unless it is the Person making the determination), and (6) the Depositor (if the Back-Up\nAdvancing Agent is making the determination), setting forth the basis for such determination, together with any other information that\nsupports such determination together with a copy of any Appraisal of the related Mortgaged Property or REO Property, as the case may be\n(which Appraisal shall be an expense of the Trust Fund, shall take into account any material change in circumstances of which such Person\nis aware or such Person has received new information, either of which has a material effect on the value and shall have been conducted\nin accordance with the standards of the Appraisal Institute within the twelve months preceding such determination of nonrecoverability),\nand further accompanied by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged\nProperty (to the extent available and/or in such Person’s possession) and any engineers’ reports, environmental surveys or\nsimilar reports that such Person may have obtained and that support such determination. In connection with a determination by the Special\nServicer, the Master Servicer or the Back-Up Advancing Agent as to whether a Property Advance previously made or to be made constitutes\nor would constitute a Nonrecoverable Advance:\n\n(A)            \nany such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the\nrelated Mortgage Loan or Serviced Whole Loan as it may have been modified, to consider (among other things) the related Mortgaged\nProperties in their “as is” or then current conditions and occupancies, as modified by such party’s assumptions regarding\nthe possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider (among other\nthings) future expenses and to estimate and consider (among other things) the timing of recoveries;\n\n(B)             \nany such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination\nthat an Advance is a Nonrecoverable Advance) and may\n\n - 308 - \n\n \n\nobtain at the expense of the Trust Fund\nany analysis, Appraisals or market value estimates or other information as reasonably may be required for such purposes;\n\n(C)             \nthe Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed Property\nAdvance, if made, would be a Nonrecoverable Advance or that any outstanding Property Advance is a Nonrecoverable Advance and may deliver\nto the Master Servicer, the Back-Up Advancing Agent, any applicable Directing Holder and the Controlling Class Representative if it is\nan applicable Consulting Party and, in the case of a Property Advance with respect to a Serviced Outside Controlled Whole Loan, the related\nOutside Controlling Note Holder notice of such determination, which determination shall be conclusive and binding on the Master Servicer\nand the Back-Up Advancing Agent (but this statement shall not be construed to entitle the Special Servicer to reverse any other authorized\nPerson’s determination, or to prohibit any such other authorized Person from making a determination, that a Property Advance constitutes\nor would constitute a Nonrecoverable Advance, and it is acknowledged and agreed that the Special Servicer does not have an obligation\nto make any determination as to whether an Advance is or is not a Nonrecoverable Advance);\n\n(D)            \nthe Back-Up Advancing Agent shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer\nthat a Property Advance is or, if made, would be a Nonrecoverable Advance, and the Master Servicer shall be entitled to rely, conclusively,\non any determination by the Special Servicer that a Property Advance is or, if made, would be a Nonrecoverable Advance;\n\n(E)             \nany non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 3.20\nwith respect to the non-recoverability of Property Advances shall be conclusive and binding on the Master Servicer (in the case of\nsuch a determination by the Special Servicer) and the Back-Up Advancing Agent; and\n\n(F)              \nnotwithstanding the foregoing, the Back-Up Advancing Agent may conclusively rely upon any determination by the Master Servicer\nor the Special Servicer that any Property Advance would be recoverable (unless a non-recoverability determination has been made by\nthe other servicer in accordance with clause (E) above which is binding on the Back-Up Advancing Agent), and the Master Servicer\nmay conclusively rely upon any determination by the Special Servicer that any Property Advance would be recoverable.\n\n(d)              \nThe Master Servicer, the Special Servicer and/or the Back-Up Advancing Agent, as applicable, shall be entitled to the reimbursement\nof Property Advances made by any of them to the extent permitted pursuant to Section 3.06(a)(ii) or Section 3.06A(a)(ii)\n\n - 309 - \n\n \n\nof this Agreement, together with any\nrelated Advance Interest Amount in respect of such Property Advances, and the Master Servicer and the Special Servicer, as applicable,\nhereby covenant and agree to use efforts consistent with the Servicing Standard to obtain the reimbursement of such Property Advances\nfrom the related Mortgagors to the extent permitted by applicable law and the related Loan Documents.\n\n(e)               \nNotwithstanding anything to the contrary contained in this Agreement, if a Property Advance is required to be made under this Agreement\nwith respect to any Specially Serviced Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan),\nthe Special Servicer shall request that the Master Servicer make such Property Advance, such request to be made, in writing, at least\nfive (5) Business Days (or, in the case of an Emergency Advance, two (2) Business Days, *provided* that the written request\nsets forth the nature of the emergency or the basis of the urgency) in advance of the date on which such Property Advance is required\nto be made hereunder and to be accompanied by such information and documentation regarding the subject Property Advance as the Master\nServicer may reasonably request, subject to the Master Servicer’s right to determine that such Property Advance does not constitute\nor would not constitute a Nonrecoverable Advance. The Master Servicer shall have the obligation to make any such Property Advance that\nit is so requested by the Special Servicer to make, within five (5) Business Days (or, in the case of an Emergency Advance, two (2) Business\nDays) of the Master Servicer’s receipt of such request. The Special Servicer shall have no obligation to make any Property Advance;\n*provided* that the Special Servicer may in its sole discretion elect to make an Emergency Advance, and the Master Servicer shall\nreimburse the Special Servicer for such Property Advance (with interest thereon), *provided* that such Advance is not determined\nby the Master Servicer, in accordance with the Servicing Standard, to be nonrecoverable. The Master Servicer shall be entitled to reimbursement\nfor any Advance made by it at the direction of the Special Servicer, together with interest thereon at the same time, in the same manner\nand to the same extent as the Master Servicer is entitled with respect to any other Advances made thereby.\n\n(f)               \nWithin five (5) Business Days of making an Emergency Advance pursuant to the proviso to the penultimate sentence of Section 3.20(e),\nthe Special Servicer shall deliver to the Master Servicer a request for reimbursement for such Emergency Advance, along with all information\nand documentation regarding the subject Emergency Advance as the Master Servicer may reasonably request, and the Master Servicer shall\nbe obligated, out of such Master Servicer’s own funds, to reimburse the Special Servicer for any such unreimbursed Emergency Advances\n(other than any Emergency Advance determined by the Master Servicer, in accordance with Section 3.20(c) of this Agreement,\nto be a Nonrecoverable Property Advance) made by the Special Servicer pursuant to the proviso to the penultimate sentence of Section 3.20(e),\ntogether with interest thereon at the Advance Rate from the date made to, but not including, the date of reimbursement. Such reimbursement\nand any accompanying payment of interest shall be made within five (5) Business Days of the written request therefor pursuant\nto the preceding sentence by wire transfer of immediately available funds to an account designated in writing by the Special Servicer.\nUpon the Master Servicer’s reimbursement to the Special Servicer of any Emergency Advance and payment to the Special Servicer of\ninterest thereon, all in\n\n - 310 - \n\n \n\naccordance with this Section 3.20(f),\nthe Master Servicer shall for all purposes of this Agreement be deemed to have made such Emergency Advance at the same time as the Special\nServicer actually made such Emergency Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such Emergency\nAdvance, together with interest thereon at the Advance Rate, at the same time, in the same manner and to the same extent as the Master\nServicer would otherwise have been entitled if it had actually made such Emergency Advance at the time the Special Servicer did. Notwithstanding\nthe foregoing provisions of this Section 3.20(f), the Master Servicer shall not be required to reimburse the Special Servicer\nfor any Emergency Advance if the Master Servicer determines in accordance with Section 3.20(c) of this Agreement that such\nEmergency Advance, although not characterized by the Special Servicer as a Nonrecoverable Property Advance, is in fact a Nonrecoverable\nProperty Advance. The Master Servicer shall notify the Special Servicer in writing of such determination and, if applicable, such Nonrecoverable\nProperty Advance shall be reimbursed to the Special Servicer pursuant to Section 3.06(a) of this Agreement.\n\nSection 3.21                \nAppointment of Special Servicer; Asset Status Reports.\n\n(a)               \nLNR Partners, LLC is hereby appointed as the initial Special Servicer to specially service each of the Mortgage Loans (other than\nthe Outside Serviced Mortgage Loans) and each Serviced Whole Loan.\n\n(b)              \nThe Special Servicer, at the earlier of (x) within 60 days after a Servicing Transfer Event occurs and (y) prior\nto taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) with\nrespect to a Specially Serviced Loan, shall prepare a report (the “Asset Status Report”) for the related Mortgage Loan\nor Serviced Whole Loan. Each Asset Status Report shall be delivered in electronic format to the Operating Advisor (subject to Section 3.21(e)\nof this Agreement), any applicable Directing Holder, any applicable Consulting Parties and, for posting to the Rule 17g-5 Information\nProvider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider; *provided*,\n*however*, the Special Servicer shall not be required to deliver an Asset Status Report to the related Directing Holder if they are\nthe same entity. Prior to the occurrence and continuance of an Operating Advisor Consultation Trigger Event, the Special Servicer shall\ndeliver to the Operating Advisor each Final Asset Status Report promptly after such Final Asset Status Report has been approved or deemed\napproved. The Special Servicer shall notify the Operating Advisor of whether any Asset Status Report delivered to the Operating Advisor\nis a Final Asset Status Report, which notification may be satisfied by (i) delivery of an Asset Status Report that is either signed by\nthe applicable Directing Holder or that otherwise includes an indication that such Asset Status Report is deemed approved due to the passage\nof any required consent or consultation time period or (ii) such other method as reasonably agreed to by the Operating Advisor and the\nSpecial Servicer. The Special Servicer shall deliver a summary of each Final Asset Status Report to the Certificate Administrator. Such\nAsset Status Report shall be consistent with the Servicing Standard and set forth the following information to the extent reasonably determinable:\n\n - 311 - \n\n \n\n(i)                \nsummary of the status of the related Mortgage Loan or Serviced Whole Loan and any negotiations with the Mortgagors;\n\n(ii)              \nif a Servicing Transfer Event has occurred and is continuing:\n\n(A)            \na discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent with\nthe Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties\nor other collateral for the Mortgage Loan or Serviced Whole Loan and whether outside legal counsel has been retained;\n\n(B)             \nthe most current rent roll and income or operating statement available for the related Mortgaged Properties;\n\n(C)             \nthe Special Servicer’s recommendations on how the related Mortgage Loan might be returned to performing status or otherwise\nrealized upon;\n\n(D)            \na copy of the last obtained Appraisal of the Mortgaged Property;\n\n(E)             \nthe status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect\nthereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under\nthe related Mortgage Loan or Serviced Whole Loan;\n\n(F)              \na description of any amendment, modification or waiver of a material term of any ground lease; and\n\n(G)            \nif the Special Servicer elects to proceed with a non-judicial foreclosure, then a statement as to (i) whether there was\na violation of a non-recourse carve-out under the related Mortgage Loan or Serviced Whole Loan and (ii) any determination\nnot to pursue a deficiency judgment against the related Mortgagor or guarantor;\n\n(iii)            \na description of any such proposed or taken actions;\n\n(iv)            \nthe alternative courses of action that were or are being considered by the Special Servicer in connection with the proposed or\ntaken actions;\n\n(v)              \nthe decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special\nServicer’s rationale for its proposed decision, including its rejection of the alternatives;\n\n(vi)            \nan analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value\nbasis than not\n\n - 312 - \n\n \n\ntaking such action, setting forth (x) the\nbasis on which the Special Servicer made such determination and (y) the net present value calculation (including the applicable Calculation\nRate used) and all related assumptions; and\n\n(vii)          \nsuch other information as the Special Servicer deems relevant in light of the proposed or taken action and the Servicing Standard.\n\nIf any applicable Directing\nHolder does not disapprove an Asset Status Report in writing within 10 Business Days of receiving such Asset Status Report, then such\nDirecting Holder shall be deemed to have approved such Asset Status Report and the Special Servicer shall implement the recommended action\nas outlined in such Asset Status Report; *provided*, *however*, that the Special Servicer may not take any action that is contrary\nto applicable law, the Servicing Standard or the terms of the applicable Loan Documents. If the applicable Directing Holder disapproves\nsuch Asset Status Report within 10 Business Days of receipt and the Special Servicer has not made the affirmative determination contemplated\nbelow, the Special Servicer shall revise such Asset Status Report and deliver to the Operating Advisor (subject to Section 3.21(e)\nof this Agreement), any applicable Directing Holder, any applicable Consulting Party, any related Serviced Companion Loan Holder(s) (in\nthe case of a Serviced Whole Loan) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13\nof this Agreement, the Rule 17g-5 Information Provider a new Asset Status Report as soon as practicable, but in no event later than 30 days\nafter such disapproval. The Special Servicer shall revise such Asset Status Report as described above until the applicable Directing Holder\nshall fail to disapprove such revised Asset Status Report in writing within 10 Business Days of receiving such revised Asset Status Report\nor until the Special Servicer makes a determination, consistent with the Servicing Standard, that such objection is not in the best interests\nof all the Trust Certificateholders, the Uncertificated Interest Owners and, if applicable, the related Serviced Companion Loan Holder(s)\n(as a collective whole as if such Trust Certificateholders, Uncertificated Interest Owners and/or Serviced Companion Loan Holder(s), if\napplicable, constitute a single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of the\nrelated Subordinate Companion Loan(s))). The Special Servicer may, from time to time, modify any Asset Status Report it has previously\ndelivered and implement such report, *provided* such report shall have been prepared, reviewed and not rejected pursuant to the terms\nof this Section 3.21(b). If the applicable Directing Holder does not approve an Asset Status Report within 60 Business Days from\nthe first submission thereof, the Special Servicer shall take such action as directed by such Directing Holder, *provided* such action\ndoes not violate the Servicing Standard (or, if such action would violate the Servicing Standard, the Special Servicer shall take such\naction as was reflected in the most recent Asset Status Report prepared by the Special Servicer with respect to the subject Serviced Loan\nthat is consistent with the Servicing Standard and such Asset Status Report shall be deemed a Final Asset Status Report). Notwithstanding\nthe foregoing, if the Special Servicer determines that emergency action is necessary to protect the related Mortgaged Property or the\ninterests of the Trust Certificateholders, the Uncertificated Interest Owners and any related Serviced Companion Loan Holder(s), or if\na failure to take any such action at such time would be inconsistent with the Servicing Standard, the Special Servicer may take actions\nwith respect to the related Mortgaged Property before the expiration of a 10 Business Day period if the Special Servicer reasonably determines\nin accordance with the Servicing Standard that failure to take such actions before the expiration of a 10 Business Day period would materially\nand adversely affect the interest of the Trust Certificateholders, the Uncertificated Interest Owners and any related\n\n - 313 - \n\n \n\nServiced Companion Loan Holder(s) (if applicable)\nand the Special Servicer has made a reasonable effort to contact the applicable Directing Holder (during the period that such Directing\nHolder has approval rights); *provided* that the foregoing shall not relieve the Special Servicer of its duties to comply with the\nServicing Standard. If the Special Servicer acts or intends to act in accordance with either of the prior two sentences, then the Special\nServicer shall act in accordance with the most recent Asset Status Report provided by the Special Servicer with respect to the subject\nServiced Loan that is consistent with the Servicing Standard and such Asset Status Report shall be deemed a Final Asset Status Report.\nTo the extent that the Special Servicer received notice of an Excluded Controlling Class Mortgage Loan (in the form of Exhibit M-1C\nor M-1F), any Asset Status Report or Excluded Information delivered with respect to an Excluded Controlling Class Mortgage Loan\nshall be labeled by the Special Servicer with “Excluded Information” followed by the loan number and loan name.\n\nThe Special Servicer shall\nconsult on a non-binding basis with any applicable Consulting Party in connection with each Asset Status Report prior to finalizing and\nexecuting such Asset Status Report and any applicable Consulting Party shall be permitted to propose alternative courses of action and\nprovide other feedback within 10 Business Days of receipt of each Asset Status Report. The Special Servicer shall consider any such\nproposals and other feedback from any such applicable Consulting Party and determine whether any changes to its proposed Asset Status\nReport should be made, such determination being made in accordance with the Servicing Standard and the other terms of this Agreement,\nbut the Special Servicer will be under no obligation to revise such Asset Status Report based on the input or comments of any applicable\nConsulting Party. In the event no applicable Consulting Party proposes alternative courses of action within 10 Business Days after\nreceipt of such Asset Status Report, the Special Servicer shall (subject to the approval rights of any applicable Directing Holder) implement\nthe Asset Status Report as proposed by the Special Servicer.\n\nThe Special Servicer may\nchoose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take into account\nany input and/or recommendations of any applicable Consulting Party, but is under no obligation to follow any particular recommendation\nof any applicable Consulting Party. From and after the Closing Date, the Controlling Class Representative shall have no right to receive\nany Asset Status Report related to an Excluded Mortgage Loan or otherwise to consent or object thereto under this Section 3.21(b)\nor consult with the Special Servicer with respect to any matter set forth therein. Notwithstanding anything herein to the contrary, a\nRisk Retention Consultation Party shall have no right to receive any Asset Status Report with respect to any related Excluded RRCP Mortgage\nLoan.\n\nWith respect to a Servicing\nShift Whole Loan that is a Serviced Outside Controlled Whole Loan, prior to the related Servicing Shift Date, no request for approval\nof the Controlling Class Representative shall be made on any matter related to such Servicing Shift Whole Loan, nor shall the Controlling\nClass Representative have the right to approve Asset Status Reports related to such Servicing Shift Whole Loan, except that the Controlling\nClass Representative (prior to the occurrence and continuance of a Consultation Termination Event and only if the related Servicing Shift\nMortgage Loan is not an Excluded Mortgage Loan) may exercise the consultation rights, if any, of the holder of the related Servicing Shift\nMortgage Loan with respect to Asset Status Reports, Major Decisions and any proposed sale of such Servicing Shift Mortgage Loan set forth\n\n - 314 - \n\n \n\nin the applicable Co-Lender Agreement. With respect\nto a Servicing Shift Whole Loan that is a Serviced Outside Controlled Whole Loan and any related REO Property, prior to the related Servicing\nShift Date, the Outside Controlling Note Holder with respect to such Servicing Shift Whole Loan shall exercise all approval rights regarding\nany Asset Status Report in respect of such Servicing Shift Whole Loan or REO Property set forth in the second paragraph of this Section\n3.21(b) without regard to the occurrence of any Control Termination Event or Consultation Termination Event. Notwithstanding the foregoing,\nafter the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, the Operating Advisor will be entitled\nto consult on a non-binding basis with the Special Servicer and propose alternative courses of action and provide other feedback in respect\nof any Asset Status Report, Major Decisions and any proposed sale of such Servicing Shift Mortgage Loan while it is serviced hereunder.\nThe Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard\nto take into account any input and/or recommendations of the Operating Advisor after the occurrence and during the continuance of an Operating\nAdvisor Consultation Trigger Event or the Controlling Class Representative after the occurrence and during the continuance of a Control\nTermination Event but prior to the occurrence of a Consultation Termination Event, but is under no obligation to follow any particular\nrecommendation of the Operating Advisor or Controlling Class Representative.\n\n(c)               \nSubject to Section 3.21(b) of this Agreement, during the continuance of a Servicing Transfer Event, the Special Servicer\nshall have the authority to meet with the related Mortgagors and take any actions consistent with the Servicing Standard and the most\nrecent Asset Status Report for the related Mortgage Loan.\n\n(d)              \nUpon request of any Trust Certificateholder (or any Beneficial Owner, if applicable, which shall have provided the Certificate\nAdministrator with an Investor Certification), the Certificate Administrator shall mail, without charge, to the address specified in such\nrequest a copy of the summary of the Final Asset Status Report for each Specially Serviced Loan (or in the case of a Holder or Beneficial\nOwner of a related Loan-Specific Certificate, for a Trust Subordinate Companion Whole Loan); *provided* that an Excluded Controlling\nClass Holder shall not be provided with any Final Asset Status Report (or copy thereof) or the summary of any Final Asset Status Report\n(or copy thereof) with respect to any Excluded Controlling Class Mortgage Loan with respect to which such Excluded Controlling Class\nHolder is a Borrower Party.\n\n(e)               \nPrior to the occurrence and continuance of an Operating Advisor Consultation Trigger Event, the Special Servicer shall deliver\nto the Operating Advisor only each related Final Asset Status Report.\n\n(f)               \nWith respect to any Asset Status Report provided to the Operating Advisor pursuant to this Section 3.21, the Special\nServicer shall make available to the Operating Advisor one or more Servicing Officers with relevant knowledge regarding the applicable\nTrust Loan and such Asset Status Report in order to address reasonable questions that the Operating Advisor may have relating to, among\nother things, such Asset Status Report and potential conflicts of interest and compensation with respect to such Asset Status Report.\n\n - 315 - \n\n \n\n(g)              \nNotwithstanding the foregoing, the Special Servicer shall not follow any advice, direction or consultation provided by a Directing\nHolder or Consulting Party that would require or cause the Special Servicer to violate any applicable law, be inconsistent with the Servicing\nStandard, require or cause the Special Servicer to violate provisions of this Agreement or the REMIC Provisions, require or cause the\nSpecial Servicer to violate the terms of any Mortgage Loan or Serviced Whole Loan, any related Loan Documents, any related Co-Lender Agreement\nor any intercreditor agreement, expose any Trust Certificateholder, any Uncertificated Interest Owner, the Trust Fund, any Mortgage Loan\nSeller (other than with respect to enforcing the rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the\nrelated Mortgage Loan Purchase Agreement with respect to any Material Defect) or any party to this Agreement or their respective Affiliates,\nofficers, directors, employees or agents to any claim, suit or liability, cause any Trust REMIC to fail to qualify as a REMIC or the Grantor\nTrust to fail to qualify as a grantor trust for federal income tax purposes, result in the imposition of a “prohibited transaction”\nor “prohibited contribution” tax under the REMIC Provisions, materially expand the scope of any Special Servicer’s responsibilities\nunder this Agreement or any Co-Lender Agreement, or cause the Special Servicer to act, or fail to act, in a manner that in the reasonable\njudgment of the Special Servicer is not in the best interests of the Trust Certificateholders, the Uncertificated Interest Owners and/or\nthe Serviced Companion Loan Holders. In addition, the Special Servicer is under no obligation to act upon any recommendation of the Operating\nAdvisor.\n\n(h)              \nIn order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,\nincluding those relating to the funding of terrorist activities and money laundering (for the purposes of this clause (h), “Applicable\nLaws”), the Special Servicer may be required to obtain, verify and record certain information relating to individuals and entities\nwhich maintain a business relationship with the Special Servicer. Accordingly, each of the parties hereto agrees to provide to the Special\nServicer, upon its reasonable request, from time to time such identifying information and documentation as may be readily available to\nsuch party in order to enable the Special Servicer to comply with Applicable Laws; *provided* that the Special Servicer shall be\nresponsible for all reasonable actual out-of-pocket expenses incurred by such party in connection therewith.\n\nSection 3.22                \nTransfer of Servicing Between Master Servicer and Special Servicer; Record Keeping.\n\n(a)               \nUpon determining that any Serviced Loan has become a Specially Serviced Loan, the Master Servicer shall promptly give written notice\nthereof to the Special Servicer, any related Serviced Companion Loan Holder (in the case of a Serviced Whole Loan), the Operating Advisor,\nthe Certificate Administrator, the Trustee, any applicable Directing Holder, any applicable Consulting Party and, for posting to the Rule 17g-5\nInformation Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider\nand shall promptly deliver a copy of the Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File\nto the Operating Advisor and shall use its reasonable efforts to provide the Special Servicer with all information, documents (but excluding\nthe original documents constituting the Mortgage File, but\n\n - 316 - \n\n \n\nincluding copies thereof) and records\n(including records stored electronically on computer tapes, magnetic discs and the like) relating to such Serviced Loan and reasonably\nrequested by the Special Servicer to enable it to assume its duties hereunder with respect thereto without acting through a Sub-Servicer.\nThe Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of\nthe date such Serviced Loan became a Specially Serviced Loan and in any event shall continue to act as Master Servicer and administrator\nof such Serviced Loan until the Special Servicer has commenced the servicing of such Serviced Loan, which shall occur upon the receipt\nby the Special Servicer of the Servicing File. With respect to each such Serviced Loan that becomes a Specially Serviced Loan, the Master\nServicer shall instruct the related Mortgagor to continue to remit all payments in respect of such Serviced Loan to the Master Servicer.\nThe Master Servicer shall forward any notices it would otherwise send to the Mortgagor of such a Specially Serviced Loan to the Special\nServicer who shall send such notice to the related Mortgagor.\n\nUpon determining that a Specially\nServiced Loan has become a Corrected Loan, the Special Servicer shall promptly give written notice thereof to the Master Servicer, the\nTrustee, the Operating Advisor, the Certificate Administrator, any related Serviced Companion Loan Holder, the related Directing Holder\n(prior to the occurrence and continuance of a Consultation Termination Event with respect to the related Mortgage Loan) and, for posting\nto the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5\nInformation Provider and, upon giving such notice and the return of the Servicing File to the Master Servicer, such Serviced Loan shall\ncease to be a Specially Serviced Loan in accordance with the first proviso of the definition of Specially Serviced Loans, the Special\nServicer’s obligation to service such Serviced Loan shall terminate and the obligations of the Master Servicer to service and administer\nsuch Serviced Loan as a Serviced Loan that is not a Specially Serviced Loan shall resume. In addition, if the related Mortgagor has been\ninstructed, pursuant to the preceding paragraph, to make payments to the Special Servicer, upon such determination, the Special Servicer\nshall instruct the related Mortgagor to remit all payments in respect of such Specially Serviced Loan directly to the Master Servicer.\n\n(b)              \nIn servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included within\nthe definition of “Mortgage File” for inclusion in the related Mortgage File to the extent such documents are in the possession\nof the Special Servicer (with a copy of each such original to be delivered to the Master Servicer), and provide the Master Servicer with\ncopies of any additional related Serviced Loan information, including material correspondence with the related Mortgagor and to the extent\nnot already provided in any Final Asset Status Report.\n\n(c)               \nNotwithstanding the provisions of subsections (a) and (b) of this Section 3.22, the Master Servicer shall\nmaintain ongoing payment records with respect to each of the Specially Serviced Loans and, upon request, shall provide the Special Servicer\nand the Operating Advisor with any information reasonably required by the Special Servicer or the Operating Advisor to perform its duties\nunder this Agreement to the extent such information is within the Master Servicer’s possession. Upon request, the Special Servicer\nshall provide the Master Servicer and the Operating Advisor with any information reasonably required by the Master Servicer or the Operating\nAdvisor to perform its duties\n\n - 317 - \n\n \n\nunder this Agreement to the extent such\ninformation is within the Special Servicer’s possession.\n\nSection 3.23                \nInterest Reserve Account. The Certificate Administrator shall establish and maintain the Interest Reserve Account in the\nCertificate Administrator’s name, on behalf of the Trustee, for the benefit of the Trust Certificateholders and the Uncertificated\nInterest Owners. The Interest Reserve Account shall be established and maintained as a non-interest bearing Eligible Account. On the\nClosing Date, the Certificate Administrator shall deposit in the Interest Reserve Account all Initial Interest Deposit Amounts (if any)\nreceived from the respective Mortgage Loan Sellers. On each Master Servicer Remittance Date occurring in January (except during a leap\nyear) or February (commencing in 2027) (unless, in either such case, the related Distribution Date is the final Distribution Date), the\nMaster Servicer shall remit to the Certificate Administrator for deposit into the Interest Reserve Account, in respect of all the Trust\nLoans that accrue interest on an Actual/360 Basis, an amount equal to one day’s interest at the related Net Mortgage Rate on the\nStated Principal Balance of each such Trust Loan as of the close of business on the Distribution Date in the month preceding the month\nin which such Master Servicer Remittance Date occurs, to the extent a Monthly Payment or P&I Advance is made in respect thereof (all\namounts so deposited in any consecutive January (if applicable) and February, “Withheld Amounts”). On or prior\nto the Master Servicer Remittance Date in March (or February if the final Distribution Date occurs in such month) of each calendar year\n(commencing in 2027), the Certificate Administrator shall transfer (1) to the Lower-Tier REMIC Distribution Account the aggregate\nof all Initial Interest Deposit Amounts (if any) and Withheld Amounts with respect to the Mortgage Loans on deposit in the Interest Reserve\nAccount and (2) to the related Trust Subordinate Companion Loan REMIC Distribution Account the aggregate of all Initial Interest Deposit\nAmounts (if any) and Withheld Amounts with respect to a Trust Subordinate Companion Loan on deposit in the Interest Reserve Account.\n\n \n\nSection 3.24                \nModifications, Waivers, Amendments and Other Actions.\n\n(a)               \n(i) With respect to any Performing Serviced Loan, the Master Servicer (if the related modification, waiver or amendment (A) does\nnot constitute a Special Servicer Decision or Major Decision or (B) constitutes a Special Servicer Decision or Major Decision and\nthe Master Servicer is processing such modification, waiver or amendment subject to the consent of the Special Servicer as provided in\nthe immediately succeeding paragraph), or (ii) with respect to any Specially Serviced Loan or (if the related modification, waiver\nor amendment constitutes a Special Servicer Decision or Major Decision unless the Master Servicer is processing such modification, waiver\nor amendment as provided in the immediately succeeding paragraph) any Performing Serviced Loan, the Special Servicer, subject, in the\ncase of Major Decisions, to any consent rights of any applicable Directing Holder and/or the consultation rights of any applicable Consulting\nParty (to the extent any such Directing Holder or Consulting Party has consent or consultation rights, as applicable, pursuant to Section\n3.17, Section 3.24, Section 3.29, Section 6.09 or this Section 3.24, as applicable) and, to the extent\nrequired in accordance with the related Co-Lender Agreement, any applicable consultation rights of any related Serviced Companion\nLoan Holder (or its Companion Loan Holder Representative), may modify, waive or amend any term of any Serviced Loan if such modification,\nwaiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification”\nof such Serviced Loan pursuant to Treasury Regulations\n\n - 318 - \n\n \n\nSection 1.860G-2(b) and would\nnot otherwise (1) cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor\ntrust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition\nof a tax upon any Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined\nin Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the\ntax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer\nmay rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence.\n\nIn addition, with respect\nto Performing Serviced Loans, to the extent any modification, waiver, amendment or other action constitutes (i) a Major Decision or (ii)\na Special Servicer Decision, the Master Servicer (if the Master Servicer and the Special Servicer have mutually agreed that the Master\nServicer shall process such modification, waiver, amendment or other action) shall obtain the consent of the Special Servicer, and, in\neach case, to the extent any modification, waiver, amendment or other action constitutes a Major Decision, the Special Servicer shall\nobtain the consent of any applicable Directing Holder in accordance with Section 6.09(a) of this Agreement, and shall consult\nwith any applicable Consulting Party (to the extent required pursuant to any related Co-Lender Agreement or pursuant to Section 3.17,\nSection 3.21, Section 3.29, Section 6.09 or this Section 3.24, as applicable). With respect to any modification,\nwaiver, amendment, consent or other action that constitutes a Major Decision with regard to any Serviced Loan, the Special Servicer shall\nalso obtain the consent of any applicable Directing Holder in accordance with Section 6.09(a) of this Agreement and shall\nconsult with any applicable Consulting Parties (to the extent required pursuant to any related Co-Lender Agreement or pursuant to Section\n3.17, Section 3.21, Section 3.29, Section 6.09 or this Section 3.24).\n\nNo modification, waiver or\namendment of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with respect thereto, in each case,\nin a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer or the Master Servicer, as\napplicable, shall be permitted without the prior written consent of the Special Servicer or the Master Servicer, as applicable.\n\nIf the Master Servicer receives\na Mortgagor request (delivered pursuant to this Agreement) for a Major Decision or Special Servicer Decision, the Master Servicer shall\npromptly forward such request to the Special Servicer and, except as contemplated by this Section 3.24(a) or Section 3.09,\nshall have no further obligations to be an intermediary between the Special Servicer and the related Mortgagor with respect to communications\nrelated to such Major Decision or Special Servicer Decision , except for the Master Servicer providing the Special Servicer with such\ninformation as is reasonably requested by the Special Servicer to the extent in the possession or control of the Master Servicer. The\nSpecial Servicer shall process, and determine whether to consent to or approve, any modification, waiver, amendment or other action that\nconstitutes a Major Decision or Special Servicer Decision with respect to: (a) any Specially Serviced Loan; and (b) any Performing Serviced\nLoan unless the Special Servicer and the Master Servicer have mutually agreed that the Master Servicer shall process such Major Decision\nor Special Servicer Decision with respect to such Performing Serviced Loan subject, in each case, to the consent of the Special Servicer\nas set forth below.\n\n - 319 - \n\n \n\nWith respect to Performing\nServiced Loans, the Master Servicer, prior to taking (or making a determination not to take) any action with respect to any modification,\nwaiver, amendment, consent or other action that constitutes a Major Decision or a Special Servicer Decision, shall refer the request to\nthe Special Servicer, and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer and\nthe Master Servicer, the Master Servicer shall process such request subject to the consent of the Special Servicer as set forth below.\n\nWhen the Special Servicer’s\nconsent is required with respect to any modification, waiver, amendment, consent or other action that is a Major Decision or a Special\nServicer Decision with respect to a Performing Serviced Loan (i.e., when the Master Servicer and Special Servicer have mutually agreed\nthat the Master Servicer shall process such modification, waiver or amendment with respect to a Performing Serviced Loan as set forth\nin the preceding paragraphs), the Master Servicer shall, in a manner consistent with the Servicing Standard, provide the Special Servicer\nwith written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s\nwritten recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it\nthat the Special Servicer or, with respect to a Major Decision, the related Directing Holder may reasonably request in order to withhold\nor grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case\nif applicable, the consultation rights of any applicable Consulting Parties (to the extent required pursuant to any related Co-Lender\nAgreement or pursuant to Section 3.17, Section 3.21, Section 3.29, Section 6.09 or this Section 3.24),\nthe consent rights of the applicable Directing Holder (to the extent required pursuant to any related Co-Lender Agreement or pursuant\nto Section 6.09 or this Section 3.24) and/or the consultation rights of any related Serviced Companion Loan Holder\nor its Companion Loan Holder Representative) to approve or disapprove such modification, waiver, amendment, consent or other action. The\nSpecial Servicer shall have 15 Business Days (or, with respect to a Serviced Whole Loan, such longer period as required by the related\nCo-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for\nreview by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable\nInsurance Default), from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and\nany supporting information it requested from the Master Servicer, to analyze and approve such modification, waiver, amendment, consent\nor other action and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender\nAgreement or 60-day period (with respect to an Acceptable Insurance Default), as applicable, the Special Servicer shall notify any\napplicable Directing Holder of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes\na Major Decision and provide its written analysis and recommendation (or, in the case of any action that constitutes a Major Decision,\nthe Major Decision Reporting Package) with respect thereto. Following such notice, the applicable Directing Holder shall have 10 Business\nDays (or, in the case of a determination of an Acceptable Insurance Default, 30 days) from the date it receives from the Special Servicer\nthe recommendation and analysis of the Master Servicer or the Special Servicer (or, in the case of any action that constitutes a Major\nDecision, the related Major Decision Reporting Package), as applicable, and any other information it may reasonably request (or, with\nrespect to a Serviced Whole Loan, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation\nof the Special Servicer or the Master Servicer relating to any such request for\n\n - 320 - \n\n \n\napproval of modification, waiver, amendment,\nconsent or other action that constitutes a Major Decision. In any such event, if the applicable Directing Holder does not respond to a\nrequest for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Whole Loan, such longer time period as\nmay be provided in the related Co-Lender Agreement) or 30th day, as applicable, after receipt of the applicable recommendation and\nanalysis (or, in the case of any action that constitutes a Major Decision, the related Major Decision Reporting Package) and other requested\ninformation as set forth in the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation\napproved by the applicable Directing Holder, and if the Special Servicer does not respond to a request for approval within the required\n15 Business Days (or, with respect to a Serviced Whole Loan, such longer period as required by the related Co-Lender Agreement, but\nin no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Serviced\nCompanion Loan Holder or its Companion Loan Holder Representative) or 60 days (with respect to an Acceptable Insurance Default), as applicable,\nthe Master Servicer may deem its recommendation approved by the Special Servicer.\n\nWith respect to any Performing\nServiced Loan, the Master Servicer, without the consent or consultation of the Special Servicer, any applicable Consulting Parties and/or\nany applicable Directing Holder, shall process and determine whether to consent to or approve any request by the related Mortgagor with\nrespect to any action that is not (1) a Major Decision, (2) a Special Servicer Decision or (3) an action with respect to which the\nSpecial Servicer’s consent is required pursuant to Section 3.09 of this Agreement.\n\n(b)              \nAll modifications, waivers or amendments of any Serviced Loan shall be in writing and shall be effected in a manner consistent\nwith the Servicing Standard. The Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the\nrelated modification, waiver or amendment pursuant to Section 3.24(a)), shall notify in writing the other such party, the\nTrustee, the Certificate Administrator, the Depositor, any related Serviced Companion Loan Holder, any applicable Directing Holder, any\napplicable Consulting Parties and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13\nof this Agreement, the Rule 17g-5 Information Provider, in writing, of any modification, waiver or amendment of any term of any\nServiced Loan (including, without limitation, any forbearance agreement (or any agreement similar thereto) that provides for a temporary\ndeferral or similar temporary accommodation with respect to all or a portion of the related Monthly Payments with respect to a Serviced\nLoan) and the date thereof, and shall deliver a copy to the other such party, the Trustee, any related Serviced Companion Loan Holder\n(which, in the case of a Serviced Companion Loan that has been included in an Other Securitization Trust, shall be deemed to be the related\nmaster servicer under the related Other Pooling and Servicing Agreement, unless the notifying party has received written notice otherwise),\nany applicable Directing Holder and any applicable Consulting Parties, and the original to the Certificate Administrator (or any Custodian\nappointed by it) of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following the execution\nand recordation thereof. Any notice and/or copy of any modification, waiver or amendment described in the second parenthetical of the\nprior sentence and delivered by the Special Servicer to the Master Servicer pursuant to the prior sentence shall include (or be accompanied\nby a notice that includes) the following statement: “YOUR RECEIPT HEREOF MAY GIVE RISE TO\n\n - 321 - \n\n \n\nACTION ON YOUR PART PURSUANT TO THE POOLING\nAND SERVICING AGREEMENT.” For the avoidance of doubt, the requirement with respect to the delivery of assumption or substitution\nagreements shall be governed by Section 3.09.\n\n(c)               \nSubject to Section 3.30 of this Agreement, any modification of any Loan Documents that requires obtaining a Rating\nAgency Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining\na Rating Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency\nConfirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not so provided\nin such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund.\n\n(d)              \nPromptly after any Mortgage Loan, Trust Subordinate Companion Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the\nSpecial Servicer shall request from the Certificate Administrator the name of the current Controlling Class Representative (or, in the\ncase of any Trust Subordinate Companion Whole Loan, so long as no related Control Appraisal Period exists with respect to such Whole Loan,\nthe current related Loan-Specific Controlling Class Representative, as applicable) and, if applicable, shall request from the Master Servicer\nthe name of the current related Serviced Companion Loan Holder(s). Upon receipt of the name of such current Controlling Class Representative\n(or, if applicable, such current Loan-Specific Controlling Class Representative) from the Certificate Administrator, the Special Servicer\nshall notify such current Controlling Class Representative (or, if applicable, such current Loan-Specific Controlling Class Representative)\nthat such Trust Loan became a Specially Serviced Loan. Upon receipt of the name of such current related Serviced Companion Loan Holder(s)\nfrom the Master Servicer, the Special Servicer shall notify the related Serviced Companion Loan Holder(s) that the related Serviced Whole\nLoan became a Specially Serviced Loan. The Certificate Administrator shall be responsible for providing the name of the current Controlling\nClass Representative or a current Loan-Specific Controlling Class Representative only to the extent the Controlling Class Representative\nor such Loan-Specific Controlling Class Representative, as applicable, has identified itself as such to the Certificate Administrator;\n*provided* that (i) if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling\nClass Representative”, then (A) the Certificate Administrator shall determine which Class is the Controlling Class and\n(B) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the\nDepository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall\nprovide such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund; and (ii) if a Loan-Specific Controlling\nClass Representative is determined pursuant to the proviso in the definition of “Loan-Specific Controlling Class Representative”,\nthen (A) the Certificate Administrator shall determine which Class is the related Loan-Specific Controlling Class and (B)\nthe Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository\nat the expense of the Trust, the list of Beneficial Holders of the related Loan-Specific Controlling Class, and the Certificate Administrator\nshall provide such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund.\n\n - 322 - \n\n \n\n(e)               \nNeither the Master Servicer nor the Special Servicer shall enter into, or structure (including, without limitation, by way of\nthe application of credits, discounts, forgiveness or otherwise), any modification, waiver, amendment, work-out, consent or approval with\nrespect to any Serviced Loan or Serviced Whole Loan in a manner that would have the effect of placing amounts payable as compensation,\nor otherwise reimbursable, to the Master Servicer or the Special Servicer in a higher priority than that which is set forth in Sections\n1.02(d), 1.02(e), 1.02(g) and/or 1.02(h) hereof or in the related Co-Lender Agreement.\n\n(f)               \nThe Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification,\nextension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of\nthe instruments evidencing or securing the related Mortgage Loan or Serviced Whole Loan and, further, pursuant to the terms of this Agreement\nand applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection\nwith such request and any related costs and expenses incurred by it; *provided* that the charging of such fee would not be a “significant\nmodification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).\n\n(g)              \nNotwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to enter into, or consent\nto, any modification, waiver, amendment or forbearance that will:\n\n(i)                                  extend (or have\nthe effect of extending) the Maturity Date of a Serviced Loan (other than any Trust Subordinate Companion Loan) beyond a date that is\n5 years prior to the Rated Final Distribution Date of the rated Regular Certificates (or extend (or have the effect of extending) the\nmaturity date of a Trust Subordinate Companion Loan beyond a date that is 7 years prior to the Rated Final Distribution Date of any related\nrated Loan-Specific Certificates); or\n\n(ii)                               if the Serviced\nLoan is secured by a ground lease, extend the Maturity Date of such Serviced Loan beyond a date which is 20 years or, to the extent consistent\nwith the Servicing Standard, giving due consideration to the remaining term of the ground lease, 10 years prior to the end of\nthe current term of such ground lease, plus any options to extend exercisable unilaterally by the related Mortgagor.\n\n(h)              \nIn connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related\nMortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain\nor condemnation, if the related Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or require\nthe Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value ratio\nof the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged\nProperty or Mortgaged Properties, for purposes of REMIC qualification of the related Serviced Trust Loan, then, unless then permitted\nby the REMIC Provisions, such calculation shall exclude\n\n - 323 - \n\n \n\nthe value of personal property and going\nconcern value, if any. In connection with approving any such release or taking, the Master Servicer or Special Servicer, as applicable,\nshall calculate the loan-to-value ratio in a manner consistent with the prior sentence, and if such calculation is greater than\n125%, the Master Servicer or Special Servicer, as applicable, will require a payment of principal in an amount equal to or greater than\na “qualified amount” as determined under Revenue Procedure 2010-30 or successor provisions unless the related Mortgagor\nprovides an Opinion of Counsel that if such amount is not paid the related Trust Loan will not fail to be a Qualified Mortgage.\n\n(i)                \nIf and to the extent that the Trust, as holder of an Outside Serviced Mortgage Loan, is entitled to exercise any consent and/or\nconsultation rights with respect to modifications, waivers and amendments or certain other major decisions under the applicable Outside\nServicing Agreement, (a) any such consent rights shall be exercised by the Controlling Class Representative (unless a Control Termination\nEvent exists or the Controlling Class Representative is not permitted to consent under the related Co-Lender Agreement) or by the Special\nServicer (if a Control Termination Event exists or the Controlling Class Representative is not permitted to consent under the related\nCo-Lender Agreement), in each case in accordance with Section 3.01(i), and (b) any such consultation rights shall be\nexercised by the Controlling Class Representative (unless a Consultation Termination Event exists or the Controlling Class Representative\nis not permitted to consult under the related Co-Lender Agreement) or by the Special Servicer (if a Consultation Termination Event exists\nor the Controlling Class Representative is not permitted to consult under the related Co-Lender Agreement), in each case in accordance\nwith Section 3.01(i); *provided* that, after the occurrence and during the continuance of an Operating Advisor Consultation\nTrigger Event, any such consultation rights shall be exercised by the Special Servicer or the Controlling Class Representative, as applicable,\njointly with the Operating Advisor (but, in the case of the Operating Advisor, only with respect to matters similar to Major Decisions).\nThe Master Servicer shall only be obligated to forward any requests received from the related Outside Servicer or the related Outside\nSpecial Servicer, as applicable, for such consent and/or consultation to the Special Servicer (who shall forward any such request to the\nControlling Class Representative except if a Control Termination Event or Consultation Termination Event, as applicable, has occurred\nand is continuing, or if the Controlling Class Representative is not permitted to consent or consult, as applicable, under the related\nCo-Lender Agreement and, following the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, to the\nOperating Advisor), and the Master Servicer shall have no right or obligation to exercise any such consent or consultation rights.\n\nSection 3.25                \nAdditional Obligations With Respect to Certain Mortgage Loans.\n\n(a)               \nWith respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) with a Stated Principal Balance in excess of\n$35,000,000, in connection with any replacement of the Manager for the related Mortgaged Property, the Master Servicer or Special Servicer,\nas applicable, to the extent permitted by the related Loan Documents, shall require a Rating Agency Confirmation and shall condition its\nconsent to such replacement on the Mortgagor paying for such Rating Agency Confirmation.\n\n - 324 - \n\n \n\n(b)              \nWith respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan), if any mezzanine loan is directly or indirectly\nsecured by any equity interest of the related Mortgagor, the Master Servicer (if (i) the related Mortgage Loan is a Performing Serviced\nLoan and (ii) the performance of the particular obligation would not constitute a Special Servicer Decision or a Major Decision) or the\nSpecial Servicer (if (i) the related Mortgage Loan is a Specially Serviced Loan or (ii) the performance of the particular obligation\nwould constitute a Special Servicer Decision or a Major Decision) shall perform the obligations of the Trust, as holder of the related\nMortgage Loan, or its servicer or agent under the related mezzanine loan intercreditor agreement.\n\n(c)               \nWith respect to each of the 92 Manhattan Mortgage Loan and the 850 Flushing Mortgage Loan, the satisfaction of conditions for the\nrelease of any borrower or related guarantor’s obligations with respect to the “Recourse Portion” (in each case, as\ndefined in the related Loan Agreement) pursuant to Section 8.19(b) of the related Loan Agreement (and any corresponding provisions under\nthe other related Loan Documents) shall be determined by, and any such release shall be processed by, the Special Servicer and be subject\nto the consent of, or consultation with, the Controlling Class Representative (except following the occurrence and during the continuance\nof a Control Termination Event or Consultation Termination Event, as applicable, and except with respect to any Excluded Mortgage Loan).\n\n \n\nSection 3.26                \nCertain Matters Relating to the Outside Serviced Mortgage Loans.\n\n(a)               \nWith respect to each Outside Serviced Mortgage Loan, in the event that any of the related Outside Trustee, the related Outside\nServicer or the related Outside Special Servicer shall be replaced in accordance with the terms of the applicable Outside Servicing Agreement,\nthe Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the related Outside Trustee, the related\nOutside Servicer or the related Outside Special Servicer, as the case may be, in each case with reasonable promptness following request\ntherefor by a party to the applicable Outside Servicing Agreement. In addition to the foregoing, with respect to each Servicing Shift\nWhole Loan, after the related Servicing Shift Date the related Mortgage Loan shall be an Outside Serviced Mortgage Loan, and the rights,\nduties and obligations of the Trust and the parties to this Agreement shall be as set forth herein with respect to Outside Serviced Mortgage\nLoans.\n\n(b)              \nWith respect to each Servicing Shift Whole Loan, prior to the related Servicing Shift Date, the Custodian shall hold the Mortgage\nFile with respect to such Servicing Shift Whole Loan. Following the related Servicing Shift Date and upon the transfer of servicing of\nthe related Servicing Shift Mortgage Loan to the related Outside Servicing Agreement in accordance with the related Co-Lender Agreement,\n(i) the Certificate Administrator shall transfer (or cause any Custodian appointed by it to transfer) the Mortgage File (other than the\nNote(s) evidencing the related Servicing Shift Mortgage Loan and corresponding allonges, the originals of which shall be retained by the\nCustodian) for such Servicing Shift Whole Loan to the related Outside Trustee (*provided* that the Custodian shall retain a photocopy\nof the Mortgage File) in accordance with the provisions and conditions set forth in clause (B) of the second paragraph of Section 2.01(c)\nand (ii)\n\n - 325 - \n\n \n\nthe Master Servicer shall, upon written\nrequest, if the Master Servicer is not the related Outside Servicer, transfer the Servicing File, any original letter of credit and any\nescrows or reserve funds held for such Servicing Shift Whole Loan to the related Outside Servicer.\n\nSection 3.27                \nAdditional Matters Regarding Advance Reimbursement.\n\n(a)               \nUpon the determination that a previously made Advance (other than a P&I Advance on a Trust Subordinate Companion Loan) is a\nNonrecoverable Advance, to the extent that the reimbursement thereof would exceed the full amount of the principal portion of general\ncollections on the Mortgage Loans deposited in the Collection Account, the Master Servicer, the Special Servicer or the Back-Up Advancing\nAgent, at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such\nNonrecoverable Advance pursuant to Section 3.06(a)(ii)(B) of this Agreement immediately, may elect to defer reimbursement\nfor some or all such portion of the Nonrecoverable Advance during the one-month Collection Period ending on the then-current Determination\nDate, for successive one-month periods for a total not to exceed 12 months; *provided* that any deferral in excess of 6\nmonths shall be subject to the consent of the applicable Directing Holder; and *provided further* that, if it is an applicable Consulting\nParty, the Controlling Class Representative must be consulted with. If the Master Servicer, the Special Servicer or the Back-Up Advancing\nAgent makes such an election in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance\n(together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue\nto be fully reimbursable in the subsequent Collection Period (subject, again, to the same sole discretion option to defer; it is acknowledged\nthat, in such a subsequent period, such Nonrecoverable Advance shall again be reimbursable pursuant to Section 3.06(a)(ii)(B)\nof this Agreement). In connection with a potential election by the Master Servicer, the Special Servicer or the Back-Up Advancing Agent\nto defer reimbursement of a particular Nonrecoverable Advance or portion thereof during the one-month Collection Period ending on\nthe related Determination Date for any Distribution Date, the Master Servicer, the Special Servicer or the Back-Up Advancing Agent shall\nfurther be authorized to wait for principal collections to be received before making its determination of whether to defer reimbursement\nof a particular Nonrecoverable Advance or portion thereof) until the end of such Collection Period; *provided*, *however*,\nif, at any time the Master Servicer, the Special Servicer or the Back-Up Advancing Agent, as applicable, determines that the reimbursement\nof a Nonrecoverable Advance during any Collection Period will exceed the full amount of the principal portion of general collections deposited\nin the Collection Account for the related Distribution Date, then the Master Servicer, the Special Servicer or the Back-Up Advancing Agent,\nas applicable, shall, through a posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13\nof this Agreement, give the Rating Agencies at least 15 days’ notice prior to any reimbursement to it of Nonrecoverable Advances\nfrom amounts in the Collection Account allocable to interest on the Mortgage Loans unless (1) the Master Servicer, the Special Servicer\nor the Back-Up Advancing Agent, as applicable, determines in its sole discretion that waiting 15 days after such a notice could jeopardize\nthe Master Servicer’s, the Special Servicer’s or the Back-Up Advancing Agent’s, as applicable, ability to recover such\nNonrecoverable Advances, (2) changed circumstances or new or different information becomes known to the Master\n\n - 326 - \n\n \n\nServicer, the Special Servicer or the\nBack-Up Advancing Agent, as applicable, that could affect or cause a determination of whether any Advance is a Nonrecoverable Advance,\nwhether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1) above, or (3) the Master Servicer or\nthe Special Servicer, as applicable, has not timely received from the Trustee information requested by the Master Servicer or the Special\nServicer, as applicable, to consider in determining whether to defer reimbursement of a Nonrecoverable Advance; *provided* that,\nif clause (1), (2) or (3) apply, the Master Servicer, the Special Servicer or the Back-Up Advancing Agent, as applicable, shall,\nthrough a posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,\ngive Rating Agencies notice of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable\nto interest on the Mortgage Loans as soon as reasonably practicable in such circumstances. Subject to Section 12.13 of this\nAgreement, the Master Servicer, the Special Servicer or the Back-Up Advancing Agent, as applicable, shall have no liability for any loss,\nliability or expense resulting from any notice provided to Rating Agencies contemplated by the immediately preceding sentence. Any election\nby the Master Servicer, the Special Servicer or the Back-Up Advancing Agent to defer reimbursing itself for any Nonrecoverable Advance\n(together with interest thereon) or portion thereof with respect to any Collection Period shall not be construed to impose on the other\nsuch parties any obligation to make such an election (or any entitlement in favor of any Trust Certificateholder, any Uncertificated Interest\nOwner or any other Person to such an election) with respect to any subsequent Collection Period or to constitute a waiver or limitation\non the right of the Master Servicer, the Special Servicer or the Back-Up Advancing Agent to otherwise be reimbursed for such Nonrecoverable\nAdvance immediately (together with interest thereon). Any such election by the Master Servicer, the Special Servicer or the Back-Up Advancing\nAgent shall not be construed to impose any duty on any other such party to make such an election (or any entitlement in favor of any Trust\nCertificateholder, any Uncertificated Interest Owner or any other Person to such an election). Any such election by any such party to\ndefer reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more\nCollection Periods shall not limit the accrual of interest on such Nonrecoverable Advance for the period prior to the actual reimbursement\nof such Nonrecoverable Advance. None of the Master Servicer, the Special Servicer, the Back-Up Advancing Agent or the other parties to\nthis Agreement will have any liability to one another or to any of the Trust Certificateholders or any Uncertificated Interest Owner for\nany such election that such party makes to defer or not to defer reimbursing itself as contemplated by this paragraph or for any losses,\ndamages or other adverse economic or other effects that may arise from such an election nor will such election constitute a violation\nof the Servicing Standard or any duty under this Agreement. The Master Servicer’s, the Special Servicer’s or the Back-Up Advancing\nAgent’s, as applicable, election, if any, to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation\nto the Trust Certificateholders and the Uncertificated Interest Owners and shall not be construed as an obligation on the part of the\nMaster Servicer, the Special Servicer or the Back-Up Advancing Agent, as applicable, or a right of the Trust Certificateholders or the\nUncertificated Interest Owners. Nothing herein shall give the Master Servicer, the Special Servicer or the Back-Up Advancing Agent the\nright to defer reimbursement of a\n\n - 327 - \n\n \n\nNonrecoverable Advance if there are principal\ncollections then available in the Collection Account pursuant to Section 3.06 of this Agreement or to defer reimbursement\nof a Nonrecoverable Advance for an aggregate period exceeding 12 months.\n\n(b)              \nIf the Master Servicer is required to make a Property Advance, but does not do so within 15 days after the Property Advance\nis required to be made, then the Back-Up Advancing Agent will be required: (i) if a Responsible Officer of the Back-Up Advancing\nAgent has actual knowledge of the failure, to give the Master Servicer notice of its failure; and (ii) if the failure continues for\nthree more Business Days, to make the Advance unless the Back-Up Advancing Agent determines such advance to be a Nonrecoverable Advance.\n\nSection 3.28                \nServiced Companion Loan Intercreditor Matters.\n\n(a)               \nIf, pursuant to Section 2.03, Section 3.17 or Section 9.01 of this Agreement, any Mortgage\nLoan that relates to a Serviced Whole Loan is purchased from, repurchased from or substituted out of, the Trust Fund, the subsequent holder\nthereof shall be bound by the terms of the related Co-Lender Agreement and shall assume the rights and obligations of the holder of\nthe Note that represents the related Mortgage Loan under such Co-Lender Agreement. Subject to the provisions of the related Co-Lender\nAgreement regarding servicing and custodial responsibilities: (i) all portions of the related Mortgage File and (to the extent provided\nunder the related Mortgage Loan Purchase Agreement) other documents pertaining to such Mortgage Loan shall be endorsed or assigned to\nthe extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity as the holder of the Note that represents the\nrelated Mortgage Loan (as a result of such purchase, repurchase or substitution) and (except for the actual Note) on behalf of the holder\nof the Note(s) that represents the Serviced Companion Loan(s); (ii) thereafter, such Mortgage File shall be held by the holder of the\nNote that represents the related Mortgage Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the holder\nof the related Serviced Companion Loan(s) as their interests appear under the related Co-Lender Agreement; and (iii) if the related\nServicing File is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the\ncase may be, under any separate servicing agreement for the Serviced Whole Loans.\n\n(b)              \nNotwithstanding anything in this Agreement to the contrary, the Master Servicer or Special Servicer, as applicable, shall consult\nwith, seek the approval of, or obtain the consent of the holder of any Serviced Companion Loan or its Companion Loan Holder Representative\nwith respect to any matters with respect to the servicing of such Serviced Companion Loan to the extent required under related Co-Lender\nAgreement and shall not take such actions requiring consent of or consultation with the Serviced Companion Loan Holder or its Companion\nLoan Holder Representative without such consent or consultation. In addition, notwithstanding anything to the contrary, the Master Servicer\nor Special Servicer, as applicable, shall deliver reports and notices to the Serviced Companion Loan Holder or its Companion Loan Holder\nRepresentative (or the master servicer or special servicer for the related Other Securitization Trust on behalf of the Serviced Companion\nLoan Holder) as required under the Co-Lender Agreement.\n\n - 328 - \n\n \n\n(c)               \nWith respect to each Serviced Whole Loan, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis a statement\nsetting forth, to the extent applicable to such Serviced Whole Loan:\n\n(i)                                  (A) the amount\nof the distribution from the related Whole Loan Custodial Account allocable to principal and (B) separately identifying the amount of\nscheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor or other principal prepayments\n(specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein and information on distributions\nmade with respect to the related Serviced Whole Loan;\n\n(ii)                               the amount of\nthe distribution from the related Whole Loan Custodial Account allocable to interest and the amount of Default Interest allocable to\nthe related Serviced Whole Loan;\n\n(iii)                            the amount of\nthe distribution to the related Serviced Companion Loan Holder, separately identifying the non-default interest, principal and other\namounts included therein, and if the distribution to a Serviced Companion Loan Holder is less than the full amount that would be distributable\nto such Serviced Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall and the allocation\nthereof between interest and principal and the amount of the shortfall, if any, under the related Serviced Whole Loan;\n\n(iv)                           the principal\nbalance of each of the related Serviced Whole Loan and related Serviced Companion Loan after giving effect to the distribution of principal\non the most recent Distribution Date; and\n\n(v)                              the amount of\nthe servicing fees paid to the Master Servicer and the Special Servicer with respect to the most recent Distribution Date, showing separately\nthe Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee.\n\nNot later than each Distribution\nDate, the Master Servicer shall make the foregoing statement available to the Serviced Companion Loan Holder (or the master servicer or\nspecial servicer for the related Other Securitization Trust on its behalf) by electronic means (which may include posting such information\npursuant to the applicable CREFC® reports on the Master Servicer’s website) and by such other means of delivery as required\nunder the related Co-Lender Agreement.\n\n(d)              \nIf any Serviced Companion Loan becomes the subject of an Other PSA Asset Review pursuant to the related Other Pooling and Servicing\nAgreement, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall reasonably cooperate (and the\nCertificate Administrator shall cause any Custodian appointed by it to reasonably cooperate) with the related Other Asset Representations\nReviewer in connection with such Other PSA Asset Review by providing the related Other Asset Representations Reviewer with any documents\nreasonably requested by the related Other Asset Representations Reviewer, but only to the extent that (i) the Other Asset\n\n - 329 - \n\n \n\nRepresentations Reviewer has not been\nable to obtain such documents from the related Mortgage Loan Seller and (ii) such documents are in the possession of the Master Servicer,\nthe Special Servicer, the Trustee, the Certificate Administrator or any Custodian appointed by the Certificate Administrator, as the case\nmay be. For the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the\nCustodian shall have other obligations with respect to any such Other PSA Asset Review nor shall any such party be bound by the results\nof any such asset review.\n\n(e)               \nWith respect to any Other Pooling and Servicing Agreement that satisfies Regulation RR in whole or in part through the purchase\nby a third party purchaser of an eligible horizontal residual interest pursuant to Rule 7 of Regulation RR (a “Regulation\nRR Other PSA”), at any time that the Special Servicer has received written notice of such Regulation RR Other PSA and that an\nOther Operating Advisor Consultation Trigger Event has occurred under such Regulation RR Other PSA because such eligible horizontal residual\ninterest has been reduced as set forth under Rule 7(b)(6)(iv) of Regulation RR, the Special Servicer shall consult with the related\nOther Operating Advisor under such Other Pooling and Servicing Agreement with respect to any decisions that are Major Decisions with respect\nto the related Serviced Companion Loan. Such consultation shall be on a non-binding basis and shall be performed in accordance with\nthe same process for consultations between the Special Servicer and Operating Advisor with respect to Major Decisions under this Agreement.\n\n(f)               \nWith respect to each Serviced AB Whole Loan with respect to which the holder of any related Serviced Subordinate Companion Loan\nis entitled under the related Co-Lender Agreement to avoid its applicable “control appraisal period” (or analogous concept)\nby posting cash or letter of credit as collateral (a “Threshold Event Collateral”), the Master Servicer shall administer\nany such Threshold Event Collateral in accordance with the terms of the related Co-Lender Agreement. Any Threshold Event Collateral\nposted by a Serviced Subordinate Companion Loan Holder shall be held in an outside reserve fund which shall not be an asset of any Trust\nREMIC, and the party that posted such Threshold Event Collateral shall be the owner of such outside reserve fund, all within the meaning\nof Treasury Regulations Section 1.860G-2(h). Upon a Final Recovery Determination or final payoff with respect to any such Serviced\nAB Whole Loan, the Master Servicer shall transfer any related Threshold Event Collateral held in the form of cash (or, if the related\nThreshold Event Collateral is a letter of credit, the proceeds of such Threshold Event Collateral) to the related Whole Loan Custodial\nAccount, which such transferred amount shall be treated as Liquidation Proceeds and applied in accordance with the terms of the related\nCo-Lender Agreement and Section 3.06A of this Agreement. The Special Servicer shall provide the Master Servicer written\nnotice, and the Master Servicer shall be entitled to conclusively rely on the instructions in such written notice, regarding (i) when\nto draw on any letter of credit constituting Threshold Event Collateral and (ii) when, and to what extent, to apply or release any Threshold\nEvent Collateral in accordance with the related Co-Lender Agreement.\n\n(g)              \nThe Master Servicer shall maintain a register (the “Serviced Companion Loan Holder Register”) with respect to\neach Serviced Companion Loan on which the Master Servicer shall record the names and addresses of, and wire transfer instructions for,\n\n - 330 - \n\n \n\nthe Serviced Companion Loan Holders from\ntime to time, to the extent such information is provided in writing to the Master Servicer by a Serviced Companion Loan Holder. The name\nand address of each initial Serviced Companion Loan Holder as of the Closing Date is set forth on Exhibit NN hereto. The Master\nServicer shall be entitled to conclusively rely upon the information delivered by any Serviced Companion Loan Holder until it receives\nnotice of transfer or of any change in information.\n\nIn the event that\na Serviced Companion Loan Holder transfers the related Serviced Companion Loan without notice to the Master Servicer, the Master Servicer\nshall have no liability whatsoever for any misdirected payment on such Serviced Companion Loan and shall have no obligation to recover\nand redirect such payment.\n\nThe Master Servicer\nshall promptly provide the names and addresses of any Serviced Companion Loan Holder to any party hereto, any related Companion Loan Note\nHolder or any successor thereto upon written request, and any such Person may, without further investigation, conclusively rely upon such\ninformation. The Master Servicer shall have no liability to any Person for the provision of any such names and addresses.\n\nFor the avoidance\nof doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion Loan\nHolder with respect to a Serviced Companion Loan that has been included in an Other Securitization Trust shall be provided to the Other\nServicer under the related Other Pooling and Servicing Agreement.\n\nSection 3.29                \nAppointment and Duties of the Operating Advisor.\n\n(a)               \nBellOak, LLC is hereby appointed to serve as the initial Operating Advisor. The Operating Advisor shall at all times be an Eligible\nOperating Advisor. The Operating Advisor shall at all times act in accordance with the Operating Advisor Standard in fulfilling its responsibilities\nand obligations under this Agreement.\n\n(b)              \nThe Operating Advisor, as an independent contractor, shall (i) review the Special Servicer’s actions and decisions in respect\nof Specially Serviced Loans and, solely in connection with Major Decisions as to which the Operating Advisor has consultation rights following\nthe occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, Performing Serviced Loans (in light of the\nServicing Standard and the requirements of this Agreement), (ii) after the occurrence of an Operating Advisor Consultation Trigger Event,\nconsult with the Special Servicer regarding the Major Decisions and Asset Status Reports as contemplated by Section 3.29(h),\nand (iii) perform each other obligation of the Operating Advisor as set forth in this Agreement, in each such case solely on behalf of\nthe Trust Fund and in the best interest of, and for the benefit of, the Trust Certificateholders and the Uncertificated Interest Owners\n(as a collective whole), and not any particular Class of Trust Certificateholders or any particular Uncertificated Interest Owner, as\ndetermined by the Operating Advisor in the exercise of its good faith and reasonable judgment, but without regard to any conflict of interest\narising from any relationship that the Operating Advisor or any of its Affiliates may have with any of the Mortgagors, any Sponsor, any\nMortgage Loan Seller, the Depositor, the Master Servicer,\n\n - 331 - \n\n \n\nthe Special Servicer, the Asset Representations\nReviewer, the Directing Holder, any Risk Retention Consultation Party or any of their respective Affiliates (the “Operating Advisor\nStandard”). The Operating Advisor shall act solely as a contracting party to the extent set forth in this Agreement and shall\nnot owe any fiduciary duty to any party to this Agreement or any other Person in connection with this Agreement. The Operating Advisor’s\nduties shall be limited to its specific obligations under this Agreement, and the Operating Advisor shall have no duty or liability to\nany particular Class of Trust Certificates or any Uncertificated Interest or any Trust Certificateholder or any Uncertificated Interest\nOwner. The Operating Advisor is not a servicer or a sub-servicer and will not be charged with changing the outcome on any particular Specially\nServiced Loan or with respect to any Major Decision on which it consults for a Performing Serviced Loan. Each Uncertificated Interest\nOwner and, by its acceptance of a Trust Certificate, each Trust Certificateholder acknowledges and agrees that there could be multiple\nstrategies to resolve any Specially Serviced Loan and a variety of actions or decisions made with respect to any Major Decision and that\nthe goal of the Operating Advisor’s participation is to provide additional input relating to the Special Servicer’s compliance\nwith the Servicing Standard in making its determinations as to which strategy to execute. The Operating Advisor shall not owe any fiduciary\nduty to the Master Servicer, the Special Servicer or any other Person in connection with this Agreement.\n\n(c)               \nThe Operating Advisor shall promptly review (i) all information available to Privileged Persons on the Certificate Administrator’s\nWebsite with respect to the Special Servicer, assets on the CREFC® Servicer Watch List, Specially Serviced Loans and, if\nan Operating Advisor Consultation Trigger Event exists, Major Decisions on Performing Serviced Loans, (ii) each Final Asset Status\nReport delivered by the Special Servicer to the Operating Advisor, (iii) if an Operating Advisor Consultation Trigger Event exists, each\nother Asset Status Report delivered by the Special Servicer to the Operating Advisor, (iv) each Major Decision Reporting Package delivered\nby the Special Servicer to the Operating Advisor pursuant to Section 6.09(a) (A) in connection with the Operating Advisor’s\nconsultation rights with respect to the subject Major Decision regarding each Serviced Loan if an Operating Advisor Consultation Trigger\nEvent exists, and (B) with respect to the subject Major Decision regarding each Specially Serviced Loan when an Operating Advisor Consultation\nTrigger Event does not exist, after the Special Servicer receives the Directing Holder’s approval or deemed approval of such Major\nDecision Reporting Package, and (v) if specifically required to be delivered to the Operating Advisor under this Agreement, such other\nreports, documents, certificates and other information prepared by the Special Servicer and received by the Operating Advisor, as relate\nto the actions and decisions of the Special Servicer in respect of Specially Serviced Loans and, solely in connection with Major Decisions\nas to which the Operating Advisor has consultation rights, Performing Serviced Loans. To the extent not otherwise deliverable by the Special\nServicer to the Operating Advisor hereunder or available to the Operating Advisor on the Certificate Administrator’s Website, the\nSpecial Servicer shall: (i) concurrently deliver to the Operating Advisor any and all reports provided by the Special Servicer to\nany of the other parties to this Agreement or to any Uncertificated Interest Owner or any Trust Certificateholder or Beneficial Owner,\nin each case, to the extent that such reports relate to any Specially Serviced Loan or any Major Decision with respect to which the Operating\nAdvisor has consultation rights pursuant to Section 3.29(h) of this Agreement (*provided*,\n\n - 332 - \n\n \n\nthat, for so long as an Operating Advisor\nConsultation Trigger Event does not exist, such reports shall exclude any Major Decision Reporting Package that does not relate to a Specially\nServiced Loan and any Asset Status Report that is not a Final Asset Status Report); and (ii) grant the Operating Advisor adequate and\ntimely access to information and reports prepared by or otherwise in the possession of the Special Servicer necessary for the Operating\nAdvisor to fulfill its duties under this Agreement.\n\n(d)              \nThe Operating Advisor shall review the Special Servicer’s actions and decisions, in light of the Servicing Standard and the\nrequirements of this Agreement, with respect to (i) the applicable Specially Serviced Loan(s) at any time and, (ii) after the occurrence\nand during the continuance of an Operating Advisor Consultation Trigger Event, the applicable Performing Serviced Loans solely in connection\nwith Major Decisions as to which the Operating Advisor has consultation rights pursuant to Section 3.29(h) of this Agreement.\n\n(e)               \nBased on the Operating Advisor’s review of the following information (to the extent delivered to the Operating Advisor or\nmade available to the Operating Advisor on the Certificate Administrator’s Website): any annual compliance statement and any assessment\nof compliance delivered to the Operating Advisor pursuant to Section 10.08 and Section 10.09 of this Agreement,\nas applicable; any attestation report delivered to the Operating Advisor pursuant to Section 10.10 of this Agreement; any\nMajor Decision Reporting Package; any Final Asset Status Report and, during the continuance of an Operating Advisor Consultation Trigger\nEvent, any other Asset Status Report to the extent delivered to the Operating Advisor or made available on the Certificate Administrator’s\nwebsite; any other reports made available to Privileged Persons on the Certificate Administrator’s Website during the prior calendar\nyear that the Operating Advisor is required to review pursuant to Section 3.29(c); and any other information (other than any\ncommunications between the applicable Directing Holder, any Risk Retention Consultation Party or any Serviced Companion Loan Holder (or\nits Companion Loan Holder Representative), as applicable, and the Special Servicer that would be Privileged Information) prepared by the\nSpecial Servicer and delivered or made available to the Operating Advisor under this Agreement, the Operating Advisor shall (if, during\nthe prior calendar year, (i) any Mortgage Loan was a Specially Serviced Mortgage Loan or (ii) there existed an Operating Advisor Consultation\nTrigger Event), and the Operating Advisor may (if, with respect to the prior calendar year, the Operating Advisor deems it appropriate\nin its sole discretion exercised in good faith), prepare and deliver to the Depositor, the Rule 17g-5 Information Provider (who\nshall promptly post such Operating Advisor Annual Report on the Rule 17g-5 Information Provider’s Website), the Special\nServicer, the Trustee and the Certificate Administrator (who shall promptly post such Operating Advisor Annual Report on the Certificate\nAdministrator’s Website), within 120 days of the end of the prior calendar year an annual report (the “Operating Advisor\nAnnual Report”). The Operating Advisor Annual Report shall be substantially in the form of Exhibit R of this Agreement\n(which form may be modified or altered as to either its organization or content by the Operating Advisor, subject to compliance of such\nform with the terms and provisions of this Agreement; *provided*, that in no event shall the information or any other content included\nin the Operating Advisor Annual Report contravene any provision of this Agreement). The Operating Advisor Annual Report shall set forth\nthe Operating Advisor’s\n\n - 333 - \n\n \n\nassessment of the Special Servicer’s\nperformance of its duties under this Agreement during the prior calendar year. Subject to the restrictions in this Agreement, including,\nwithout limitation, Section 3.29(b) of this Agreement, each such Operating Advisor Annual Report shall (A) state whether\nthe Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer is performing its duties in\ncompliance with (1) the Servicing Standard and (2) the Special Servicer’s obligations under this Agreement, (B) identify\nany material deviations with respect to such matters from (i) the Servicing Standard or (ii) the Special Servicer’s obligations\nunder this Agreement, (C) comply with all of the confidentiality requirements applicable to the Operating Advisor with respect to\nany information appropriately labeled as, or which appears on its face to be, Privileged Information provided for in this Agreement (subject\nto any permitted exceptions set forth in this Agreement), and (D) comply with the requirements with respect to reports of the Operating\nAdvisor set forth under Rule 7(b) of Regulation RR. In the event a lack of access to Privileged Information limits the Operating Advisor\nfrom performing its duties under this Agreement, the Operating Advisor shall not be subject to any liability arising from its lack of\naccess to Privileged Information. Such Operating Advisor Annual Report shall be delivered to the Trustee, the Certificate Administrator,\nthe Special Servicer, the Rule 17g-5 Information Provider and the Depositor, and the Certificate Administrator and the Rule 17g-5\nInformation Provider shall promptly, upon receipt, post such Operating Advisor Annual Report on the Certificate Administrator’s\nWebsite and the Rule 17g-5 Information Provider’s Website, respectively; *provided*, *however*, that the Operating\nAdvisor shall deliver any Operating Advisor Annual Report (at least ten (10) calendar days prior to its delivery to the Depositor, the\nTrustee and the Certificate Administrator) to (a) the Special Servicer, (b) in the case of a Trust Subordinate Companion Loan, the applicable\nLoan-Specific Controlling Class Representative (at any time that it is an applicable Directing Holder or Consulting Party), and (c) the\nControlling Class Representative (at any time that it is an applicable Directing Holder or Consulting Party). The Operating Advisor may,\nbut shall not be obligated to, revise the Operating Advisor Annual Report based on any comments received from the Special Servicer or\nthe Controlling Class Representative. In the event the Special Servicer is replaced during the prior calendar year, the Operating Advisor\nshall only be required to prepare an Operating Advisor Annual Report relating to each entity that was acting as Special Servicer as of\nDecember 31 of the prior calendar year and is continuing in such capacity through the date of such Operating Advisor Annual Report.\nIn preparing an Operating Advisor Annual Report, the Operator Advisor is not required to report on instances of non-compliance with, or\ndeviations from, the Servicing Standard or the Special Servicer’s obligations under this Agreement that the Operating Advisor determines,\nin accordance the Operating Advisor Standard, to be immaterial. In connection with the Operating Advisor Annual Report and the reviews\nprovided for above in this Section 3.29, the Operating Advisor shall perform its review on the basis of the Special Servicer’s\nperformance of its duties with respect to Specially Serviced Loans and, after the occurrence and during the continuance of an Operating\nAdvisor Consultation Trigger Event, with respect to Major Decisions on any applicable Performing Serviced Loans, as well as the extent\nto which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor\nof any annual compliance statement, any assessment of compliance and any attestation report delivered to the Operating Advisor pursuant\nto Section 10.08, Section 10.09 and Section 10.10 of\n\n - 334 - \n\n \n\nthis Agreement, as applicable, or made\navailable to the Operating Advisor on the Certificate Administrator’s Website, any Asset Status Report, any Major Decision Reporting\nPackage and other information (other than any communications between the applicable Directing Holder, any Risk Retention Consultation\nParty or any Serviced Companion Loan Holder (or its Companion Loan Holder Representative), as applicable, and the Special Servicer that\nwould be Privileged Information) that the Operating Advisor is required to review on the Certificate Administrator’s Website or\nthat is prepared by the Special Servicer and delivered or made available to the Operating Advisor pursuant to this Agreement.\n\n(f)               \nNotwithstanding anything in this Agreement to the contrary (A) the Operating Advisor’s assessment of the Special Servicer’s\nperformance shall be based on the provisions of this Agreement and (B) so long as LNR Partners, LLC is acting as Special Servicer, LNR\nPartners, LLC shall provide the Operating Advisor reasonable access, at LNR Partners, LLC’s offices during normal business hours,\nto LNR Partners, LLC’s policies and procedures. The Operating Advisor shall be permitted to review such policies and procedures\nbut will not be permitted to retain hard copies and will not be provided with any electronic copies or soft copies. The Operating Advisor\nshall keep all information contained in the policies and procedures strictly confidential, except (A) the Operating Advisor may disclose\nsuch information if (i) such information becomes generally available and known to the public other than as a result of a disclosure directly\nor indirectly by the Operating Advisor, or (ii) such disclosure is required by applicable law, order, rule or regulation, as reasonably\nevidenced by an Opinion of Counsel delivered to the Operating Advisor and the Special Servicer, and (B) the Operating Advisor may disclose\na particular portion of the policies and procedures solely when necessary to support specific conclusions concerning allegations of material\ndeviations from the Servicing Standard (i) in the Operating Advisor Annual Report, or (ii) in connection with a recommendation by the\nOperating Advisor to replace LNR Partners, LLC as the Special Servicer pursuant to the provisions of this Agreement.  Notwithstanding\nthe foregoing, the Operating Advisor shall be permitted to share such information with its Affiliates and any subcontractors of the Operating\nAdvisor to the extent reasonably necessary to perform the Operating Advisor’s obligations under this Agreement and *provided*\nsuch Affiliates and subcontractors of the Operating Advisor agree in writing prior to their receipt of such information to be bound by\nthe same confidentiality provisions applicable to the Operating Advisor.  The Operating Advisor’s assessment may not take into\naccount (i) the fact that LNR Partners, LLC provided the Operating Advisor physical evidence (and not via electronic copy) of the LNR\nPartners, LLC written policies and procedures pursuant to the provisions of this Agreement and (ii) the waiver or reduction of any Operating\nAdvisor Consulting Fee pursuant to Section 3.29(l) of this Agreement. Nothing set forth herein shall limit or affect the scope\nof the Operating Advisor’s review in connection with its preparation of the Operating Advisor Annual Report, *provided* that\nthe Operating Advisor’s access to or reliance upon LNR Partners, LLC’s written policies and procedures shall be subject to\nthe terms of this paragraph. During any period when the Special Servicer is not LNR Partners, LLC or an affiliate of LNR Partners, LLC,\nthe requirements contained in this paragraph shall be null and void.\n\n - 335 - \n\n \n\n(g)              \nAfter the calculation but prior to the utilization by the Special Servicer of any of the calculations with respect to an applicable\nSpecially Serviced Loan related to (i) Appraisal Reduction Amounts, (ii) Collateral Deficiency Amounts or (iii) net present\nvalue used in the Special Servicer’s determination of the course of action to be taken in connection with the workout or liquidation\nof such Specially Serviced Loan, the Special Servicer shall forward such calculations, together with any supporting material or additional\ninformation necessary in support thereof (including such additional information reasonably requested by the Operating Advisor to confirm\nthe mathematical accuracy of such calculations, but not including any Privileged Information), to the Operating Advisor promptly, but\nin any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor shall promptly, but no later\nthan five (5) Business Days after receipt of such calculations and any supporting or additional materials, recalculate and verify the\naccuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas\nrequired to be utilized in connection with any such calculation.\n\nIn connection with this Section 3.29(g),\nin the event the Operating Advisor does not agree with the mathematical calculations in any material respect or does not agree with the\napplication of the non-discretionary portions of the applicable formulas required to be utilized for such calculation, the Operating\nAdvisor and the Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or\nthe application of the non-discretionary portions of the applicable formulas in arriving at those mathematical calculations or any\ndisagreement within five (5) Business Days of delivery of such calculations to the Operating Advisor. In the event the Operating\nAdvisor and Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day\nperiod, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator\nshall determine which calculation is to apply. In making such determination, the Certificate Administrator may hire an independent third-party\nto assist with any such calculation at the expense of the Trust Fund.\n\n(h)              \nAfter the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, the Operating Advisor shall\nconsult (on a non-binding basis) with the Special Servicer in connection with (i) any Major Decision with respect to a Serviced Loan\nin accordance with Section 3.24, Section 6.09 and this Section 3.29, (ii) each Asset Status Report in accordance\nwith Section 3.21, and (iii) the matters set forth in, and in accordance with, Section 3.09 and Section 3.17(m),\nand in each case, the Special Servicer or the Trustee, as applicable, shall consider any alternative courses of action and any other feedback\nprovided by the Operating Advisor. In connection with the Operating Advisor’s obligation to consult (on a non-binding basis)\nwith the Special Servicer with respect to Asset Status Report in accordance with Section 3.21, the Operating Advisor shall propose,\nby written notice, alternative courses of action within 10 Business Days of receipt of each Asset Status Report to the extent the\nOperating Advisor determines such alternatives to be consistent with the Operating Advisor Standard. After the occurrence and during the\ncontinuance of an Operating Advisor Consultation Trigger Event, the Operating Advisor shall consult with the Trustee in connection with\nthe matter set forth in, and in accordance with, Section 7.02, and the Trustee shall consider any alternative courses of action\nand any other feedback provided by the Operating Advisor.\n\n - 336 - \n\n \n\n(i)                \nSubject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect\nof any information appropriately labeled as, or which appears on its face to be, Privileged Information), the Operating Advisor shall\nrespond to Inquiries relating to the Operating Advisor Annual Reports or actions by the Master Servicer or the Special Servicer as to\nwhich the Operating Advisor has consultation rights, whether or not referenced in any Operating Advisor Annual Report and made by Privileged\nPersons from time to time in accordance with the terms of Section 4.02(a) of this Agreement.\n\n(j)                \nSubject to the Privileged Information Exception, the Operating Advisor will be obligated to keep confidential any information appropriately\nlabeled as, or which appears on its face to be, Privileged Information received from the Special Servicer, the applicable Directing Holder,\nany Risk Retention Consultation Party or any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative) in connection\nwith the exercise of the rights of the applicable Directing Holder, such Risk Retention Consultation Party or such related Serviced Companion\nLoan Holder under this Agreement (including, without limitation, in connection with the review and/or approval of any Asset Status Report),\nsubject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information.\n\n(k)              \nThe Operating Advisor shall keep all information appropriately labeled as, or which appears on its face to be, Privileged Information\nconfidential and shall not disclose such information to any Person (including the Trust Certificateholders and the Uncertificated Interest\nOwners, other than the Controlling Class Representative or a Loan-Specific Controlling Class Representative), other than (1) to the extent\nexpressly required by this Agreement, to the other parties to this Agreement with a notice indicating that such information is or appears\nto be Privileged Information, (2) pursuant to a Privileged Information Exception or (3) when necessary to support, and directly related\nto, specific findings or conclusions (i) in the Operating Advisor Annual Report or (ii) in connection with a recommendation by the Operating\nAdvisor for the replacement of the Special Servicer. Notwithstanding the foregoing, the Operating Advisor, solely to the extent required\nin connection with its duties under this Agreement, will be permitted to share Privileged Information, and any information appropriately\nlabeled as, or which appears on its face to be, Privileged Information, with its Affiliates and any subcontractors of the Operating Advisor,\nprovided that such Affiliates and subcontractors of the Operating Advisor agree in writing prior to their receipt of such Privileged Information,\nand any information appropriately labeled as, or which appears on its face to be, Privileged Information, to be bound by the same confidentiality\nprovisions applicable to the Operating Advisor described in this Agreement and a copy of such agreement is provided to the parties hereto.\nEach party to this Agreement that receives any information appropriately labeled as, or which appears on its face to be, Privileged Information\nfrom the Operating Advisor with a notice stating that such information is or appears to be Privileged Information shall not disclose such\ninformation to any Person without the prior written consent of the Special Servicer and, as applicable, any related Outside Controlling\nNote Holder (if a Serviced Outside Controlled Whole Loan is involved), the Risk Retention Consultation Parties and/or, unless a Consultation\nTermination Event has occurred and is\n\n - 337 - \n\n \n\ncontinuing, the Controlling Class Representative\nother than pursuant to a Privileged Information Exception.\n\n(l)                \nOn each Master Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee accrued on the\nTrust Loans from amounts on deposit in the Collection Account, pursuant to Section 3.06 of this Agreement, and the applicable\nOperating Advisor Fee accrued on a Trust Loan that is part of a Whole Loan from collections on such Trust Loan on deposit in the related\nWhole Loan Custodial Account, pursuant to Section 3.06(A) of this Agreement. In addition, the Operating Advisor Consulting Fee\nshall be payable to the Operating Advisor (but only to the extent such fee is actually received from the related Mortgagor as a separately\nidentifiable fee) with respect to each Major Decision for which the Operating Advisor has consultation rights. Each of the Operating Advisor\nFee and the Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection Account as provided in Section 3.06\nof this Agreement, but with respect to the Operating Advisor Consulting Fee only to the extent such Operating Advisor Consulting Fee is\nactually received from the related Mortgagor. If the Operating Advisor has consultation rights with respect to a Major Decision under\nthis Agreement, the Master Servicer or the Special Servicer, as applicable, shall use commercially reasonable efforts consistent with\nthe Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major\nDecision, but only to the extent not prohibited by the related Loan Documents, and shall deposit any Operating Advisor Consulting Fee\nso collected from the related Mortgagor into the Collection Account. The Master Servicer or Special Servicer, as applicable, may waive\nor reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial\nwaiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer take any enforcement\naction with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection; *provided* that\nthe Master Servicer or the Special Servicer, as applicable, shall consult (on a non-binding basis) with the Operating Advisor prior\nto any such waiver or reduction.\n\n(m)            \nIn no event shall the Operating Advisor have the power to compel any transaction party to take or refrain from taking any action.\n\nSection 3.30                \nRating Agency Confirmation.\n\n(a)               \nNotwithstanding the terms of any related Loan Documents or other provisions of this Agreement, if any action under any Loan Documents\nor this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting\nParty”) required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for\nsuch Rating Agency Confirmation and if, within 10 Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5\nInformation Provider’s Website, any Rating Agency has not granted such request, rejected such request or provided a Rating Agency\nDeclination, then (i) such Requesting Party shall promptly request the related Rating Agency Confirmation again, and (ii) if\nthere is no response to such second Rating Agency Confirmation request from the applicable Rating Agency within five (5) Business Days\nof\n\n - 338 - \n\n \n\nsuch second request, whether in the form\nof granting or rejecting such Rating Agency Confirmation request or providing a Rating Agency Declination, then: (x) with respect\nto any condition in any Loan Document or related intercreditor agreement or Co-Lender Agreement requiring a Rating Agency Confirmation\nor any other matter under this Agreement relating to the servicing of the Serviced Mortgage Loans and any Trust Subordinate Companion\nLoans (other than as set forth in clause (y) or (z) below), the Requesting Party (or, if the Requesting Party is the related Mortgagor,\nthen the Master Servicer (with respect to Performing Serviced Loans if the subject action is not a Major Decision or a Special Servicer\nDecision or the Master Servicer is processing a Major Decision or a Special Servicer Decision) or the Special Servicer (with respect to\nSpecially Serviced Loans and REO Properties and with respect to Performing Serviced Loans if the subject action is a Major Decision or\na Special Servicer Decision processed by the Special Servicer), as applicable) shall determine (with the consent of the applicable Directing\nHolder (but in each case only in the case of actions that would otherwise be Major Decisions), which consent shall be pursued by the Special\nServicer and deemed given if such Directing Holder does not respond within seven (7) Business Days of receipt of a request from the\nSpecial Servicer to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in\naccordance with the Servicing Standard, except as provided in Section 3.30(b), whether or not such action would be in accordance\nwith the Servicing Standard, and if the Requesting Party (or, if the Requesting Party is the related Mortgagor, then the Master Servicer\nor the Special Servicer, as applicable) makes such determination, then the requirement to obtain a Rating Agency Confirmation shall not\napply; (y) with respect to a replacement of the Master Servicer or the Special Servicer, such condition shall be considered satisfied\nif: (1) the applicable replacement master servicer has a master servicer rating of at least “CMS3” from Fitch or the\napplicable replacement special servicer has a special servicer rating of at least “CSS3” from Fitch, if Fitch is the\nnon-responding Rating Agency; (2) (A) the applicable replacement master servicer or special servicer, as applicable, has confirmed\nin writing that it was appointed to act, and as of the date of determination is acting, as the master servicer or special servicer, as\napplicable, on a transaction level basis with respect to a CMBS transaction as to which Moody’s rated one or more classes of securities\nand one or more of such classes of securities are still outstanding and rated by Moody’s and (B) Moody’s has not cited servicing\nconcerns of the applicable replacement master servicer or special servicer, as applicable, as the sole or material factor in any qualification,\ndowngrade or withdrawal (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of the ratings\nof securities in any other CMBS transaction serviced by the applicable servicer prior to the time of determination, if Moody’s is\nthe non-responding Rating Agency; and (3) KBRA has not cited servicing concerns of the applicable replacement master servicer or special\nservicer as the sole or material factor in any qualification, downgrade or withdrawal (or placement on “watch status” in contemplation\nof a ratings downgrade or withdrawal) of the ratings of securities in any other CMBS transaction serviced by the applicable servicer prior\nto the time of determination, if KBRA is the non-responding Rating Agency; and (z) with respect to a replacement or successor of the Operating\nAdvisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency\nhas not cited concerns regarding the replacement operating advisor as the sole or material factor in any\n\n - 339 - \n\n \n\nqualification, downgrade or withdrawal\nof the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any\nother CMBS transaction with respect to which the replacement operating advisor acts as trust advisor or operating advisor prior to the\ntime of determination.\n\nAny Rating Agency Confirmation\nrequest made by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee, as applicable, pursuant\nto this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation\nrequest, and shall contain all back-up material reasonably necessary for the Rating Agency to process such request, subject to Section 12.13.\nSuch written Rating Agency Confirmation request shall be provided in electronic format in accordance with Section 12.13(b)\nand the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee, as applicable, shall be required to\nsend the Rating Agency Confirmation request to the Rating Agencies in accordance with Section 12.13(b).\n\nPromptly following the Requesting\nParty’s (or, if the Requesting Party is the related Mortgagor, then the Master Servicer’s or the Special Servicer’s,\nas applicable) determination to take any action discussed in this Section 3.30(a) without receiving any required Rating Agency\nConfirmation, such Requesting Party (or the Master Servicer or the Special Servicer, as applicable) shall provide electronic written notice\nin accordance with Section 12.13(b) of the action taken for the particular item at such time and the Master Servicer, Special\nServicer, Certificate Administrator or Trustee, as applicable, shall be required to send the Rating Agency Confirmation request to the\nRating Agencies in accordance with Section 12.13(b).\n\n(b)              \nFor the purposes of clause (ii) of Section 3.30(a), and notwithstanding anything to the contrary in Section 3.30(a),\nwith respect to the provisions of any Loan Document relating to defeasance (including without limitation the type of collateral acceptable\nfor use as defeasance collateral), release or substitution of any collateral, any applicable Rating Agency Confirmation requirement in\nthe Loan Documents shall not apply, even without the determination pursuant to Section 3.30(a)(ii)(x) by the Requesting Party\n(or, if the Requesting Party is the related Mortgagor, by the Master Servicer (with respect to Performing Serviced Loans if the subject\naction is not a Major Decision or a Special Servicer Decision or the Master Servicer is processing a Major Decision or a Special Servicer\nDecision) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties and with respect to Performing Serviced\nLoans if the subject action is a Major Decision or a Special Servicer Decision processed by the Special Servicer), as applicable); *provided*,\nthat the Master Servicer (with respect to Performing Serviced Loans if the subject action is not a Major Decision or a Special Servicer\nDecision or the Master Servicer is processing a Major Decision or a Special Servicer Decision) or the Special Servicer (with respect to\nSpecially Serviced Loans and REO Properties and with respect to Performing Serviced Loans if the subject action is a Major Decision or\na Special Servicer Decision processed by the Special Servicer), as applicable, shall in any event review the other conditions required\nunder the related Loan Documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance\nwith the Servicing Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied.\n\n - 340 - \n\n \n\n(c)               \nFor all other matters or actions (i) not specifically discussed in clause (ii) (x), (ii) (y) or (ii) (z) of Section 3.30(a)\nabove and (ii) that are not the subject of a Rating Agency Declination, the proposed action shall not be permitted to proceed unless\nthe applicable Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.\n\n(d)              \nWith respect to any Serviced Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating\nto the servicing and administration of any or all of the related Serviced Loans or any related REO Property (including, but not limited\nto, the replacement of the Master Servicer, the Special Servicer or a sub-servicer) (the “Relevant Action”) requires\ndelivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except as set forth\nbelow in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as a condition precedent\nto such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall be sought by the Master Servicer\nor Special Servicer, as applicable, depending on whichever such party is seeking the corresponding Rating Agency Confirmation(s) in connection\nwith the Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation with respect to any Serviced Companion\nLoan Securities will be subject to, will be permitted to be waived by the Master Servicer and the Special Servicer on, and will be deemed\nsatisfied or not to apply on, the same terms and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this\nAgreement; *provided*, that the Master Servicer or Special Servicer, as applicable, depending on which is seeking the subject Companion\nLoan Rating Agency Confirmation, shall forward to one or more of its counterparts (i.e., the master servicer or special servicer, as applicable),\nthe Rule 17g-5 Information Provider’s counterpart for the related Other Securitization Trust, or such other party or parties\n(as are agreed to by the Master Servicer or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization\nTrust), at the expense of the related Other Securitization Trust to the extent not borne by the related Mortgagor, and in such format\nas the sender and recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation at least two\n(2) Business Days before it is sent to the applicable Companion Loan Rating Agency, (ii) all materials forwarded to the Rule 17g-5\nInformation Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action\nat approximately the same time that such materials are forwarded to the Rule 17g-5 Information Provider, and (iii) any other\nmaterials that the applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan Rating Agency\nConfirmation promptly following such request.\n\n(e)               \nEach of the Master Servicer and the Certificate Administrator shall, promptly following receipt of written request from the Special\nServicer, provide to the Special Servicer the contact information for the master servicer, the special servicer, the trustee, the certificate\nadministrator and the Rule 17g-5 Information Provider’s counterpart for an Other Securitization Trust, in each case to\nthe extent known to it.\n\n(f)               \nNeither the Master Servicer nor the Special Servicer shall be required to respond to communications from any Rating Agency to the\nMaster Servicer or the Special\n\n - 341 - \n\n \n\nServicer, as applicable, unless such\ncommunications are in writing, including any specific request from any Rating Agency, and unless such response is otherwise consistent\nwith the Servicing Standard and the terms of this Agreement.\n\nSection 3.31                \nGeneral Acknowledgement Regarding Companion Loan Holders. Each Trust Certificateholder and Uncertificated Interest Owner\nacknowledges and agrees, by its acceptance of its Trust Certificates or Uncertificated Interest, as applicable, that: (i) each Companion\nLoan Holder may have special relationships and interests that conflict with those of an Uncertificated Interest Owner and/or Holders of\none or more Classes of Trust Certificates; (ii) each Companion Loan Holder may act solely in its own interests; (iii) no Companion\nLoan Holder has any duty to any Uncertificated Interest Owner or the Holders of any Class of Trust Certificates; and (iv) no Companion\nLoan Holder shall have any liability whatsoever for having so acted in its own interests, and neither any Uncertificated Interest Owner\nnor any Trust Certificateholder may take any action whatsoever against any Companion Loan Holder or any director, officer, employee, agent\nor principal thereof for such Companion Loan Holder’s having so acted in its own interests.\n\nSection 3.32                \nDelivery of Excluded Information to the Certificate Administrator. Any Excluded Information that the Master Servicer, the\nSpecial Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate Administrator’s\nWebsite shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as is mutually acceptable to\nthe parties) in one or more separate files labeled “Excluded Information” followed by the applicable loan name and loan file\nto *Loandata@citi.com*. For the avoidance of doubt, any information that is not appropriately labeled and delivered in accordance\nwith this Section 3.32 shall not be separately posted as Excluded Information on the Certificate Administrator’s Website,\nand any information appropriately labeled and delivered to the Certificate Administrator pursuant to this Section 3.32 shall\nbe posted on the Certificate Administrator’s Website under the “Excluded Information” section, as provided under Section 4.02\n(unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case any information appropriately\nlabeled and delivered to the Certificate Administrator pursuant to this Section 3.32 shall be posted on the Certificate Administrator’s\nWebsite in such a manner that an Excluded Controlling Class Holder will only be prohibited from accessing Excluded Information with respect\nto those Excluded Controlling Class Mortgage Loan(s) for which such Excluded Controlling Class Holder is a Borrower Party; *provided*\nthat the foregoing shall not be construed as an affirmative obligation for the Certificate Administrator to perform such segregation).\nWhen so posted, the Excluded Controlling Class Holders shall be prohibited from accessing Excluded Information with respect to any Excluded\nControlling Class Mortgage Loans on the Certificate Administrator’s Website. None of the Master Servicer, the Special Servicer\nor the Operating Advisor shall have any obligations to separately label and deliver any Excluded Information in accordance with this Section 3.32\nuntil such party has received written notice with respect to the related Excluded Controlling Class Mortgage Loan in the form of\nExhibit M-1C to this Agreement. Nothing set forth in this Agreement shall prohibit the Controlling Class Representative\nor any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling\nClass Mortgage Loan with respect to which the Controlling Class Representative or such Controlling Class Certificateholder is not\na Borrower Party and, if such Excluded Information is not available on the Certificate Administrator’s Website, such Controlling\nClass Representative or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling\n\n - 342 - \n\n \n\nClass Mortgage Loan shall be entitled\nto obtain (upon reasonable request) such information in accordance with Section 4.02(e) of this Agreement.\n\nSection 3.33                \nLitigation Control.\n\n(a)               \nWith respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan or an Excluded Special Servicer Mortgage Loan),\nany Serviced Whole Loan or any related REO Loan or related REO Property, the Special Servicer shall in accordance with the Servicing Standard,\ndirect, manage, prosecute and/or defend any action brought by a Mortgagor, guarantor, or other obligor on the related Mortgage Note or\nany affiliates thereof (each a “Borrower-Related Party”) against the Trust, the Master Servicer, and/or the Special\nServicer  and represent the interests of the Trust in any litigation relating to the rights and obligations of the Trust, or of the\nMortgagor or other Borrower-Related Party, under the related Mortgage Loan or Whole Loan documents, as applicable, or with respect to\nthe related Mortgaged Property or other collateral securing such Mortgage Loan or Whole Loan, or otherwise with respect to the enforcement\nof the obligations of a Borrower-Related Party under the related Loan Documents (“Trust-Related Litigation”). \nThe applicable Special Servicer shall (only if the related Mortgage Loan is not an Excluded Controlling Class Mortgage Loan and for so\nlong as no Consultation Termination Event has occurred and is continuing) (i) promptly notify the Controlling Class Representative of\nany such action and (ii) upon reasonable request, provide information updates regarding any such action to the Controlling Class Representative.\nIn the event that the Master Servicer is named in any Trust-Related Litigation but the Special Servicer is not named in such Trust-Related\nLitigation (and regardless of whether the Trust is named in such Trust-Related Litigation), the Master Servicer shall notify the Special\nServicer of such litigation as soon as practicable but in any event no later than within ten (10) Business Days of the Master Servicer\nreceiving service of such Trust-Related Litigation. The Operating Advisor shall not be required to review the actions of the Special Servicer\nwith respect to Trust-Related Litigation unless such review is otherwise related to the performance of the Operating Advisor’s duties,\nrights and obligations in respect of a Final Asset Status Report and/or Asset Status Report.\n\n(b)              \nTo the extent the Master Servicer is named in Trust-Related Litigation, and neither the Trust nor the Special Servicer is named,\nin order to effectuate the role of the Special Servicer as contemplated by the immediately preceding subsection, the Master Servicer shall\n(i) provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation; (ii) seek to have the Trust replace\nthe Master Servicer as the appropriate party to such lawsuit; and (iii) so long as the Master Servicer remains a party to such lawsuit,\nconsult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the\nTrust in such Trust-Related Litigation, including but not limited to the selection of counsel; provided that the, the Master Servicer\nshall have the right to engage separate counsel relating to claims against the Master Servicer to the extent set forth in Section 3.33(e);\nand provided, however that if there are claims against the Master Servicer and the master servicer has not determined that separate counsel\nis required for such claims, such counsel shall be reasonably acceptable to the Master Servicer.\n\n - 343 - \n\n \n\n(c)               \nThe Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Trust-Related\nLitigation or (ii) initiate any material Trust-Related Litigation unless and until it has notified in writing the Controlling Class Representative\n(only if the related Mortgage Loan is not an Excluded Loan as to such party and for so long as no Consultation Termination Event has occurred\nand is continuing and to the extent the identity of the Controlling Class Representative is actually known to the Special Servicer; *provided*\nthat the Special Servicer shall make due inquiry of the Certificate Administrator as to the identity of the Controlling Class Representative),\nand the related holder of any Serviced Companion Loan (if such matter affects such related Serviced Companion Loan and to the extent the\nidentity of the holder of such Serviced Companion Loan is actually known to the Special Servicer), and the Controlling Class Representative\n(only if the related Mortgage Loan is not an Excluded Mortgage Loan as to such party and for so long as no Control Termination Event has\noccurred and is continuing) has not objected in writing within five (5) Business Days of having been notified thereof and having been\nprovided with all information that the Controlling Class Representative has reasonably requested with respect thereto promptly following\nits receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the Special\nServicer within such 5 Business Day period, then the Controlling Class Representative shall be deemed to have approved the taking of such\naction); *provided* that, if the Special Servicer determines (consistent with the Servicing Standard) that immediate action is necessary\nto protect the interests of the Trust Certificateholders and the Uncertificated Interest Owners and, with respect to a Serviced Whole\nLoan, the related Companion Loan Holders, the Special Servicer may take such action without waiting for the Controlling Class Representative’s\nresponse.\n\n(d)              \nNotwithstanding the foregoing, neither the Special Servicer nor the Master Servicer shall follow any advice, direction or consultation\nprovided by the Controlling Class Representative, the Risk Retention Consultation Party, the Operating Advisor or any other party to this\nAgreement that would require or cause the Special Servicer or the Master Servicer, as applicable, to violate any applicable law, be inconsistent\nwith the Servicing Standard, require or cause the Special Servicer or the Master Servicer, as applicable, to violate provisions of this\nAgreement, require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Whole\nLoan, expose any Trust Certificateholder, any Uncertificated Interest Owner or any party to this Agreement or their Affiliates, officers,\ndirectors or agents to any claim, suit or liability, cause any Trust REMIC created hereunder to fail to qualify as a REMIC, or any Grantor\nTrust created hereunder to fail to qualify as a grantor trust for federal income tax purposes or result in the imposition of a “prohibited\ntransaction” or “prohibited contribution” tax under the REMIC Provisions, or materially expand the scope of the Special\nServicer’s, the Master Servicer’s, the Certificate Administrator’s or the Trustee’s, as applicable, responsibilities\nunder this Agreement.\n\n(e)               \nNotwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject\nto the rights of the Special Servicer to direct the Master Servicer’s actions in this Section 3.33, the Master Servicer\nshall retain the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to\nengage separate counsel and to appear in any proceeding on\n\n - 344 - \n\n \n\nits own behalf in the Master Servicer’s\nreasonable discretion, the cost of which shall be subject to indemnification as and to the extent provided in this Agreement.\n\n(f)               \nFurther, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer’s\ngood faith and reasonable judgment, may (i) result in a violation of the REMIC Provisions or (ii) subject the Master Servicer to liability\nor materially expand the scope of the Master Servicer’s obligations under this Agreement.\n\n(g)              \nNotwithstanding the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the Special\nServicer shall have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer to settle any claims\nasserted against the Master Servicer (whether or not the Trust or the applicable Special Servicer is named in any such claims or Trust-Related\nLitigation) (and with respect to any material settlements with respect to any Mortgage Loan other than an Excluded Loan, with the consent\nor consultation of the Controlling Class Representative prior to a Control Termination Event or Consultation Termination Event, respectively)\nand (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master Servicer (whether or not\nthe Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement\nor other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer, (B) the cost of such\nsettlement or any resulting judgment is and shall be paid by the Trust and payment of such cost or judgment is provided for in this Agreement,\n(C) the Master Servicer is and shall be indemnified as and to the extent provided in this Agreement for all costs and expenses of the\nMaster Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the\nMaster Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing\nStandard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to\nthe items in clauses (A), (B) and (C).\n\n(h)              \nIn the event both the Master Servicer and the Special Servicer or Trust are named in Trust-Related Litigation, the Master Servicer\nand Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded to such\nparty in this Section 3.33.\n\n(i)                \nThis Section 3.33 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer\nagrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf\nof the Trust in accordance with the Servicing Standard.\n\n(j)                \nNotwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Trustee, or in the event\nthat any judgment is rendered against the Trustee, the Trustee, upon prior written notice to the Master Servicer or the  Special\nServicer, as the case may be, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent\nits interests (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in the event of any\n\n - 345 - \n\n \n\naction, suit, litigation or proceeding,\nother than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other\nobligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither\nthe Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee (A) initiate an action, suit, litigation\nor proceeding in the name of the Trustee (B) engage counsel to represent the Trustee, or (C) prepare, execute or deliver any government\nfilings, forms, permits, registrations or other documents or take any other similar actions with the intent to cause, and that actually\ncauses, the Trustee to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall\nbe responsible for any delay due to the unwillingness of the Trustee to grant such consent); and (iii) in the event that any court finds\nthat the Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement\nor any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order\nto protect and represent its interests, whether as Trustee or individually (but not to otherwise direct, manage or prosecute such litigation\nor claim); provided, however, that nothing in this subsection shall be interpreted to preclude the Special Servicer (with respect to any\nmaterial Trust-Related Litigation with respect to any Mortgage Loan other than an Excluded Loan, with the consent or consultation of the\nControlling Class Representative prior to the occurrence and continuance of a Control Termination Event or Consultation Termination Event,\nrespectively, to the extent required in Section 3.33(c)) from initiating any action, suit, litigation or proceeding in its name\nas representative of the Trustee of the Trust, and the Master Servicer and the Special Servicer may require and rely on such certification\nand other reasonable information prior to releasing any such information.\n\nSection 3.34                \nResignation Upon Prohibited Risk Retention Affiliation.\n\nUnder Regulation RR, the\nThird Party Purchaser and any Loan-Specific Third Party Purchaser are each prohibited from being Risk Retention Affiliated with, among\nother persons, the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer.\nAs long as the prohibition referred to in the preceding sentence exists, upon the occurrence of (i) a Servicing Officer of the Master\nServicer or a Responsible Officer of the Certificate Administrator or the Trustee, as applicable, obtaining actual knowledge that the\nMaster Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become Risk Retention Affiliated with or a Risk\nRetention Affiliate of the Third Party Purchaser or any such Loan-Specific Third Party Purchaser (in any such case, an “Impermissible\nTPP Affiliate”), (ii) the Master Servicer, the Certificate Administrator or the Trustee receiving written notice by any other\nparty to this Agreement, the Third Party Purchaser or any such Loan-Specific Third Party Purchaser, any Sponsor or any Underwriter or\nInitial Purchaser that the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become an Impermissible\nTPP Affiliate, or (iii) the Operating Advisor or the Asset Representations Reviewer obtaining actual knowledge that it is or has become\nan Affiliate (including a Risk Retention Affiliate) of the Third Party Purchaser or any such Loan-Specific Third Party Purchaser, any\nSponsor or any other party to this Agreement (other than the Operating Advisor and Asset Representations Reviewer) (together with an Impermissible\nTPP Affiliate, an “Impermissible Risk Retention Affiliate”), then, in each case, such Impermissible Risk Retention\nAffiliate shall promptly notify the Sponsors and the other parties to this Agreement and resign in accordance with Section 6.04,\nSection 8.07 or\n\n - 346 - \n\n \n\nSection 11.03, as applicable. The resigning\nImpermissible Risk Retention Affiliate shall bear all reasonable out-of-pocket costs and expenses of each other party to this Agreement,\nthe Trust and each Rating Agency in connection with such resignation as and to the extent required under this Agreement, *provided*,\n*however*, if the affiliation causing an Impermissible Risk Retention Affiliate is the result of the Third Party Purchaser or the\nsubject Loan-Specific Third Party Purchaser, as applicable, acquiring an interest in such Impermissible Risk Retention Affiliate or an\naffiliate of such Impermissible Risk Retention Affiliate, then such costs and expenses shall be an expense of the Trust.\n\nArticle\nIV\n\nDISTRIBUTIONS TO TRUST CERTIFICATEHOLDERS AND UNCERTIFICATED\n\nINTEREST OWNERS\n\nSection 4.01                \nDistributions.\n\n(a)               \n(i) On each Master Servicer Remittance Date, the Master Servicer shall make the remittances and deposits specified in the\nfirst paragraph of Section 4.06(a) of this Agreement. On or prior to the Master Servicer Remittance Date in March (or February\nif the final Distribution Date occurs in such month) of each calendar year (commencing in 2027), pursuant to Section 3.23,\nthe Certificate Administrator shall withdraw from the Interest Reserve Account the aggregate of any and all Initial Interest Deposit Amounts\nand/or Withheld Amounts, as applicable, on deposit therein and shall deposit any such amounts in the Lower-Tier REMIC Distribution\nAccount (to the extent such Initial Interest Deposit Amounts and Withheld Amounts relate to the Mortgage Loans) or the related Trust Subordinate\nCompanion Loan REMIC Distribution Account (to the extent such Initial Interest Deposit Amounts and Withheld Amounts relate to a Trust\nSubordinate Companion Loan), as applicable. On each Master Servicer Remittance Date, the Certificate Administrator shall withdraw from\nthe Excess Liquidation Proceeds Reserve Account and deposit in the Lower-Tier REMIC Distribution Account any Excess Liquidation Proceeds\nrequired to be so transferred pursuant to Section 4.01(e) of this Agreement. On each Distribution Date, the amounts that have\nbeen transferred to the Lower-Tier REMIC Distribution Account from the Collection Account or as P&I Advances or Compensating Interest\nPayments or as otherwise contemplated by the preceding sentences of this Section 4.01(a) shall be deemed distributed on the\nLower-Tier Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(ii) and the last paragraph\nof Section 4.01(d). On each Distribution Date, the amounts with respect to a Trust Subordinate Companion Loan that have been\ntransferred to the related Trust Subordinate Companion Loan REMIC Distribution Account from the Collection Account or as P&I Advances\nor Compensating Interest Payments or as otherwise contemplated by the preceding sentences of this Section 4.01(a) shall be\ndeemed distributed on the related Trust Subordinate Companion Loan REMIC Regular Interests to the Upper-Tier REMIC, in accordance\nwith Section 4.01(a)(iii) and the last paragraph of Section 4.01(d). Thereafter, such amounts shall be considered\nto be held in the Upper-Tier REMIC Distribution Account until distributed to the Trust Certificateholders and the Uncertificated Interest\nOwners.\n\n - 347 - \n\n \n\n(ii)                               All distributions\nmade in respect of interest on any Class of Principal Balance Certificates or in respect of interest on the Uncertificated VRR\nInterest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(c) or Section 9.01\nshall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC as interest in respect of\nits Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All distributions made in respect of\ninterest on any Class of the Class X Certificates on each Distribution Date pursuant to Section 4.01(b) or\nSection 9.01, and allocable to any particular Component of such Class of Certificates in accordance with the last\nparagraph of Section 4.01(b), shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier\nREMIC as interest in respect of such Component’s Corresponding Lower-Tier Regular Interest. All distributions made in respect\nof principal of any Class of Principal Balance Certificates or in respect of principal of the Uncertificated VRR Interest on each\nDistribution Date pursuant to Section 4.01(b), Section 4.01(c) or Section 9.01 shall be deemed\nto have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of principal of its Corresponding\nLower-Tier Regular Interest set forth in the Preliminary Statement hereto. All reimbursements (with interest) of applicable Realized\nLosses made in respect of any Class of Principal Balance Certificates or in respect of the Uncertificated VRR Interest on each\nDistribution Date pursuant to Section 4.01(b), Section 4.01(c) or Section 9.01 shall be deemed\nto have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC as reimbursements (with interest) of applicable\nRealized Losses, in respect of its Corresponding Lower-Tier Regular Interest.\n\n(iii)                            All distributions\nmade in respect of interest on any Class of Loan-Specific Principal Balance Certificates or Loan-Specific Uncertificated Interest\nrelating to a particular Trust Subordinate Companion Loan on each Distribution Date pursuant to Section 4.01(m), Section 4.01(n)\nor Section 9.01 shall be deemed to have first been distributed from the related Trust Subordinate Companion Loan REMIC\nto the Upper-Tier REMIC as interest in respect of its Corresponding Trust Subordinate Companion Loan REMIC Regular Interest set forth\nin the Preliminary Statement hereto. All distributions made in respect of interest on any Class of Loan-Specific Class X Certificates\non each Distribution Date pursuant to Section 4.01(m) or Section 9.01, and allocable to any particular Loan-Specific Component\nof such Class of Loan-Specific Class X Certificates in accordance with Section 4.01(m), shall be deemed to have first been distributed\nfrom the related Trust Subordinate Companion Loan REMIC to the Upper-Tier REMIC as interest in respect of such Loan-Specific Component’s\nCorresponding Trust Subordinate Companion Loan REMIC Regular Interest. All distributions made in respect of principal of any Class of\nLoan-Specific Certificates or Loan-Specific Uncertificated Interest relating to a particular Trust Subordinate Companion Loan on each\nDistribution Date pursuant to Section 4.01(m), Section 4.01(n) or Section 9.01 shall be deemed to\nhave first been distributed from the related Trust Subordinate Companion Loan REMIC to the Upper-Tier REMIC in respect of principal\nof its Corresponding Trust Subordinate Companion Loan REMIC Regular Interest set forth in the Preliminary Statement hereto. All reimbursements\n(with\n\n - 348 - \n\n \n\ninterest, if applicable) of applicable\nRealized Losses made in respect of any Class of Loan-Specific Certificates or Loan-Specific Uncertificated Interest relating to a\nparticular Trust Subordinate Companion Loan on each Distribution Date pursuant to Section 4.01(m), Section 4.01(n)\nor Section 9.01 shall be deemed to have first been distributed from the related Trust Subordinate Companion Loan REMIC to\nthe Upper-Tier REMIC as reimbursements (with interest, if applicable) of applicable Realized Losses in respect of its Corresponding\nTrust Subordinate Companion Loan REMIC Regular Interest.\n\n(iv)                           On each Distribution\nDate, Holders of the Class R Certificates shall receive distributions of any Aggregate Available Funds and Yield Maintenance Charges\nremaining in the Lower-Tier REMIC Distribution Account in respect of the Lower-Tier Residual Interest after all payments have\nbeen made to the Certificate Administrator as the holder of the Lower-Tier Regular Interests in accordance with Section 4.01(a)(ii)\nand the last paragraph of Section 4.01(d). On each Distribution Date, Holders of the Class R Certificates shall\nreceive distributions of any Trust Subordinate Companion Loan Available Funds and Yield Maintenance Charges remaining in a Trust Subordinate\nCompanion Loan REMIC Distribution Account relating to any particular Trust Subordinate Companion Loan in respect of the related Trust\nSubordinate Companion Loan REMIC Residual Interest after all payments have been made to the Certificate Administrator as the holder of\nthe related Trust Subordinate Companion Loan REMIC Regular Interests in accordance with Section 4.01(a)(iii) and the last\nparagraph of Section 4.01(d).\n\n(b)              \nOn each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the\namounts on deposit in the Upper-Tier REMIC Distribution Account in respect of interest, principal and reimbursement of applicable\nRealized Losses, to the extent of Non-Vertically Retained Available Funds on deposit therein, and distribute such amounts to the Holders\nof each Class of Non-Vertically Retained Regular Certificates and to the Holders of the Class R Certificates in the amounts\nand in the order of priority set forth below:\n\n(i)                                  *First*, to\nthe respective Holders of the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B and Class X-D Certificates,\nin respect of interest, up to an amount equal to, and *pro rata* in accordance with, the respective Interest Distribution Amounts\nof those Classes;\n\n(ii)*                               Second*,\nto the respective Holders of the Class A-1, Class A-2 and Class A-3 Certificates, in reduction of the respective Certificate\nBalances thereof in the following priority (subject to the penultimate paragraph of this Section 4.01(b)):\n\n(A)            \nto the Holders of the Class A-1 Certificates, in reduction of the related Certificate Balance, up to an amount equal to\nthe Principal Distribution Amount for such Distribution Date, until the related Certificate Balance is reduced to zero;\n\n - 349 - \n\n \n\n(B)             \nto the Holders of the Class A-2 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal\nDistribution Amount for such Distribution Date, *less* the portion of such Principal Distribution Amount distributed pursuant to\nsubclause (A) above, until the related Certificate Balance is reduced to zero; and\n\n(C)             \nto the Holders of the Class A-3 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal\nDistribution Amount for such Distribution Date, *less* the portion of such Principal Distribution Amount distributed pursuant to\nsubclauses (A) and (B) above, until the related Certificate Balance is reduced to zero;\n\n(iii)*                           Third,*to\nthe respective Holders of the Class A-1, Class A-2 and Class A-3 Certificates, up to an amount equal to, and *pro rata*\nbased upon, the aggregate unreimbursed Realized Losses previously allocated to each such Class, *plus* interest thereon at the Pass-Through\nRate for such Class compounded monthly from the date each related Realized Loss was allocated to such Class;\n\n(iv)                            *Fourth*,\nto the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount\nof that Class;\n\n(v)                              *Fifth*, after\nthe Certificate Balances of the Class A-1, Class A-2 and Class A-3 Certificates have been reduced to zero, to the Holders\nof the Class A-S Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution\nAmount for such Distribution Date, *less* the portion of such Principal Distribution Amount distributed pursuant to all prior clauses,\nuntil the related Certificate Balance is reduced to zero;\n\n(vi)*                           Sixth,*to\nthe Holders of the Class A-S Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously\nallocated to such Class, *plus* interest thereon at the Pass-Through Rate for such Class compounded monthly from the\ndate each related Realized Loss was allocated to such Class;\n\n(vii)*                        Seventh,*to\nthe Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of\nthat Class;\n\n(viii)*                     Eighth,*after\nthe Certificate Balances of the Class A-1, Class A-2, Class A-3 and Class A-S Certificates have been reduced to\nzero, to the Holders of the Class B Certificates, in reduction of the related Certificate Balance, up to an amount equal to the\nPrincipal Distribution Amount for such Distribution Date, *less* the portion of such Principal Distribution Amount distributed pursuant\nto all prior clauses, until the related Certificate Balance is reduced to zero;\n\n(ix)*                             Ninth,*to\nthe Holders of the Class B Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated\nto such Class, *plus* interest thereon at the Pass-Through Rate for such\n\n - 350 - \n\n \n\nClass compounded monthly from the\ndate each related Realized Loss was allocated to such Class;\n\n(x)*                               Tenth,*to\nthe Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of\nthat Class;\n\n(xi)*                             Eleventh,*after\nthe Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-S and Class B Certificates have\nbeen reduced to zero, to the Holders of the Class C Certificates, in reduction of the related Certificate Balance, up to an amount\nequal to the Principal Distribution Amount for such Distribution Date, *less* the portion of such Principal Distribution Amount\ndistributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;\n\n(xii)*                         Twelfth,*to\nthe Holders of the Class C Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated\nto such Class, *plus* interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each\nrelated Realized Loss was allocated to such Class;\n\n(xiii)*                      Thirteenth,*to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount\nof that Class;\n\n(xiv)*                      Fourteenth,*after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-S, Class B and Class C\nCertificates have been reduced to zero, to the Holders of the Class D Certificates, in reduction of the related Certificate Balance,\nup to an amount equal to the Principal Distribution Amount for such Distribution Date, *less* the portion of such Principal Distribution\nAmount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;\n\n(xv)*                         Fifteenth,*to the Holders of the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously\nallocated to such Class, *plus* interest thereon at the Pass-Through Rate for such Class compounded monthly from the\ndate each related Realized Loss was allocated to such Class;\n\n(xvi)*                      Sixteenth,*to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of\nthat Class;\n\n(xvii)*                   Seventeenth,*after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C\nand Class D Certificates have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the related Certificate\nBalance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, *less* the portion of such Principal\nDistribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;\n\n - 351 - \n\n \n\n(xviii)*                Eighteenth,*to the Holders of the Class E Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated\nto such Class, *plus* interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each\nrelated Realized Loss was allocated to such Class;\n\n(xix)*                        Nineteenth,*to the Holders of the Class F-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount\nof that Class;\n\n(xx)*                          Twentieth,*after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C,\nClass D and Class E Certificates have been reduced to zero, to the Holders of the Class F-RR Certificates, in reduction of the\nrelated Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, *less* the portion\nof such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to\nzero;\n\n(xxi)*                       Twenty-First,*to the Holders of the Class F-RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously\nallocated to such Class, *plus* interest thereon at the Pass-Through Rate for such Class compounded monthly from the\ndate each related Realized Loss was allocated to such Class;\n\n(xxii)*                    Twenty-Second,*to the Holders of the Class G-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount\nof that Class;\n\n(xxiii)*                 Twenty-Third,*after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C,\nClass D, Class E and Class F-RR Certificates have been reduced to zero, to the Holders of the Class G-RR Certificates, in reduction\nof the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, *less*\nthe portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is\nreduced to zero;\n\n(xxiv)*                Twenty-Fourth,*to the Holders of the Class G-RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously\nallocated to such Class, *plus* interest thereon at the Pass-Through Rate for such Class compounded monthly from the\ndate each related Realized Loss was allocated to such Class; and\n\n(xxv)*                    Last,*to\nthe Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest, in the amount of any remaining portion\nof the Non-Vertically Retained Available Funds for such Distribution Date on deposit in the Upper-Tier REMIC Distribution Account.\n\nNotwithstanding the foregoing,\non each Distribution Date occurring on and after the Cross-Over Date, in place of the allocation of principal payments described in\nclause (ii) above,\n\n - 352 - \n\n \n\nremaining Non-Vertically Retained Available\nFunds at such level shall be distributed up to an amount equal to the Principal Distribution Amount for such Distribution Date to the\nrespective Holders of Class A-1, Class A-2 and Class A-3 Certificates, *pro rata*, based on their respective Certificate\nBalances, in reduction of their respective Certificate Balances. Any remaining Non-Vertically Retained Available Funds will then be allocated\nas provided in clauses (iii) through (xxv) above. In addition, in the case of any distributions made pursuant to any of clauses (iii),\n(vi), (ix), (xii), (xv), (xviii), (xxi) and (xxiv), such distributions shall, in the case of each such clause, be applied first to reimburse\npreviously allocated Realized Losses and then to pay compound interest accrued on previously allocated Realized Losses.\n\nAll distributions of interest\nmade in respect of a Class of the Class X Certificates on any Distribution Date pursuant to this Section 4.01(b),\nshall be deemed to have been made: (x) if there is only one Component of such Class, in respect of such Component; and (y) if\nthere are multiple Components of such Class, in respect of all such Components, *pro rata* in accordance with the respective amounts\nof interest that would be payable on such Components on such Distribution Date based on one-twelfth of the Class X Strip Rate\nof each such Component multiplied by its respective Component Notional Amount, reduced by its share of any Excess Prepayment Interest\nShortfall with respect to the Mortgage Pool for such Distribution Date, together with any amounts thereof remaining unpaid from previous\nDistribution Dates.\n\n(c)               \nOn each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the\namounts on deposit therein, to the extent of the Combined VRR Available Funds for such Distribution Date, and shall distribute such amounts\nto the Holders of the Class VRR Certificates and the Uncertificated VRR Interest Owner for the following purposes and in the following\norder of priority:\n\n(i)*                                  First*, distributions\nof interest to the Holders of the Class VRR Certificates and the Uncertificated VRR Interest Owner, *pro rata* based on the Certificate\nBalance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively, up to an aggregate amount equal to the\nVRR Interest Distribution Amount for such Distribution Date;\n\n(ii)*                               Second*,\ndistributions of principal to the Holders of the Class VRR Certificates and the Uncertificated VRR Interest Owner, *pro rata* based\non the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively, in reduction of such\nCertificate Balance and Uncertificated VRR Interest Balance, up to an aggregate amount equal to the VRR Principal Distribution Amount\nfor such Distribution Date, until the Combined VRR Interest Balance has been reduced to zero; and\n\n(iii)*                           Third*,\nreimbursements (with interest) of prior write-offs of the Combined VRR Interest Balance to the Holders of the Class VRR Certificates\nand the Uncertificated VRR Interest Owner, *pro rata* based on the Certificate Balance of the Class VRR Certificates and the Uncertificated\nVRR Interest Balance, respectively, up to an aggregate amount equal to the unreimbursed Realized Losses previously allocated to the Combined\nVRR Interest, *plus* interest in an aggregate\n\n - 353 - \n\n \n\namount equal to the VRR Realized Loss Interest\nDistribution Amount for such Distribution Date;\n\n*provided* that, with respect to any Distribution Date, to the extent\nthat the Combined VRR Available Funds for such Distribution Date exceeds the distributions to the Uncertificated VRR Interest Owner and\nthe Holders of the Class VRR Certificates on such Distribution Date pursuant to the immediately preceding clauses (i) through (iii),\nthe Certificate Administrator shall distribute such excess to the Holders of the Class R Certificates in respect of the Upper-Tier\nResidual Interest.\n\n \n\nThe right to payment of Holders\nof the Class VRR Certificates is *pro rata* and *pari passu* with the right to payment of the Uncertificated VRR Interest Owner.\nOn each Distribution Date, any Combined VRR Available Funds, any Appraisal Reduction Amounts, Yield Maintenance Charges, Prepayment Interest\nShortfalls, and Excess Interest allocated to the Combined VRR Interest shall be allocated to the Class VRR Certificates and the Uncertificated\nVRR Interest *pro rata* (based on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance,\nrespectively). In addition, any applicable Realized Losses allocated to the Combined VRR Interest shall be allocated between the Class\nVRR Certificates, on the one hand, and the Uncertificated VRR Interest, on the other hand, *pro rata* in accordance with the Certificate\nBalance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively.\n\n(d)              \nOn each Distribution Date, until the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates and the Certificate\nBalances of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C and Class D Certificates have\nbeen reduced to zero, amounts on deposit in the Upper-Tier REMIC Distribution Account that represent the Non-Vertically Retained\nPercentage of each Yield Maintenance Charge (such portion of any Yield Maintenance Charge, a “Non-Vertically Retained Yield\nMaintenance Charge”) collected on the Mortgage Loans during the related Collection Period (or, in the case of any Outside Serviced\nMortgage Loan(s), that accompanied a Principal Prepayment included in the Aggregate Available Funds for such Distribution Date) shall\nbe distributed by the Certificate Administrator to the Holders of the respective Classes of Non-Vertically Retained Regular Certificates\n(excluding the Class E, Class F-RR and Class G-RR Certificates) as follows: (A) *first* such Non-Vertically Retained Yield\nMaintenance Charge shall be allocated between (i) the group (the “YM Group A”) comprised of the Class A-1,\nClass A-2, Class A-3 and Class X-A Certificates, (ii) the group (the “YM Group A-S/B/C”) comprised of\nthe Class X-B, Class A-S, Class B and Class C Certificates, and (iii) the group (the “YM Group D” and, collectively\nwith the YM Group A and the YM Group A-S/B/C, the “YM Groups”) comprised of the Class X-D and Class D Certificates,\n*pro rata* based on the aggregate amount of principal distributed with respect to the Class or Classes of Non-Vertically\nRetained Principal Balance Certificates in each YM Group on such Distribution Date, and (B) *then*, the portion of such Non-Vertically\nRetained Yield Maintenance Charge allocated to each YM Group shall be further allocated as among the Classes of Non-Vertically Retained\nRegular Certificates in such YM Group, in the following manner: (1) each Class of Non-Vertically Retained Principal Balance Certificates\nin such YM Group shall entitle the applicable Certificateholders to receive on the applicable Distribution Date that portion of such Non-Vertically\nRetained Yield\n\n - 354 - \n\n \n\nMaintenance Charge equal to the product\nof (x) a fraction, the numerator of which is the amount distributed as principal to the subject Class of Non-Vertically Retained\nPrincipal Balance Certificates on such Distribution Date, and the denominator of which is the total amount of principal distributed to\nall of the Non-Vertically Retained Principal Balance Certificates in such YM Group on such Distribution Date, (y) except in the case\nof a YM Group consisting solely of a single Class of Principal Balance Certificates (for which the value in this clause (y) is\none (1)), the Base Interest Fraction for the related Principal Prepayment and the subject Class of Non-Vertically Retained Principal\nBalance Certificates and (z) the portion of such Non-Vertically Retained Yield Maintenance Charge allocated to such YM Group;\nand (2) any portion of such Non-Vertically Retained Yield Maintenance Charge allocated to such YM Group on any Distribution Date and\nremaining after such distributions with respect to the Non-Vertically Retained Principal Balance Certificates contemplated by the preceding\nclause (1) shall be distributed to the Class of Class X Certificates, if any, in such YM Group. If there is more\nthan one Class of Non-Vertically Retained Principal Balance Certificates in any YM Group entitled to distributions of principal on\nany particular Distribution Date on which Non-Vertically Retained Yield Maintenance Charges collected on the Mortgage Loans are distributable\nto such Classes, then the aggregate portion of such Non-Vertically Retained Yield Maintenance Charges allocated to such YM Group shall\nbe allocated among all such Classes of Non-Vertically Retained Principal Balance Certificates up to, and on a *pro rata* basis in\naccordance with, their respective entitlements in those Non-Vertically Retained Yield Maintenance Charges in accordance with the preceding\nsentence.\n\nNotwithstanding the foregoing\nprovisions of this Section 4.01(d), on each Distribution Date after the Class X-A Notional Amount, the Class X-B\nNotional Amount and the Class X-D Notional Amount and the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-S,\nClass B, Class C and Class D Certificates have been reduced to zero, all amounts on deposit in the Upper-Tier REMIC Distribution\nAccount that represent Non-Vertically Retained Yield Maintenance Charges collected on the Mortgage Loans during the related Collection\nPeriod (or, in the case of any Outside Serviced Mortgage Loan(s), that accompanied a Principal Prepayment included in the Aggregate Available\nFunds for such Distribution Date) shall be distributed by the Certificate Administrator to the Holders of the Class E, Class F-RR and\nClass G-RR Certificates (collectively, the “Subordinate YM Certificates”) as follows: each such Class of\nSubordinate YM Certificates shall entitle the applicable Certificateholders to receive on the applicable Distribution Date that portion\nof such Non-Vertically Retained Yield Maintenance Charge equal to the product of (x) a fraction, the numerator of which is the\namount distributed as principal to such Class of Subordinate YM Certificates on such Distribution Date, and the denominator of which\nis the total amount of principal distributed to all of the Subordinate YM Certificates on such Distribution Date, multiplied by (y) the\ntotal amount of Non-Vertically Retained Yield Maintenance Charges to be distributed on such Distribution Date. If there is more than\none Class of Subordinate YM Certificates entitled to distributions of principal on any particular Distribution Date on which the\nNon-Vertically Retained Yield Maintenance Charges are distributable to such Classes, then the aggregate amount of such Non-Vertically\nRetained Yield Maintenance Charges shall be allocated among all such Classes of Subordinate YM Certificates entitled to distributions\nof principal up to, and on a *pro rata* basis in accordance with, their respective entitlements in those Non-Vertically Retained\nYield Maintenance Charges in accordance with the preceding sentence of this paragraph.\n\n - 355 - \n\n \n\nOn each Distribution Date,\namounts on deposit in the Upper-Tier REMIC Distribution Account that represent the Vertically Retained Percentage of each Yield Maintenance\nCharge collected on the Mortgage Loans during the related Collection Period (or, in the case of any Outside Serviced Mortgage Loan(s),\nthat accompanied a Principal Prepayment included in the Aggregate Available Funds for such Distribution Date) shall be distributed by\nthe Certificate Administrator to the Holders of the Class VRR Certificates and the Uncertificated VRR Interest Owner, *pro rata*\nbased on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively.\n\nOn any Distribution Date,\nany Yield Maintenance Charges collected in respect of a Trust Subordinate Companion Loan during the related Collection Period shall be\ndistributed by the Certificate Administrator to the related Loan-Specific Certificateholders and any related Loan-Specific Uncertificated\nInterest Owners. [SPECIFICS OF DISTRIBUTIONS OF YIELD MAINTENANCE CHARGES ON LOAN-SPECIFIC CERTIFICATES AND LOAN-SPECIFIC UNCERTIFICATED\nINTERESTS RESERVED.]\n\nAny portion of a Yield Maintenance\nCharge that is distributed to Holders of the Non-Vertically Retained Regular Certificates on any Distribution Date shall (i) in the\ncase of a Yield Maintenance Charge with respect to a Loan REMIC Held Mortgage Loan, be deemed to have first been distributed from the\nrelated Mortgage Loan REMIC to the Lower-Tier REMIC in respect of the related Mortgage Loan REMIC Regular Interest, and *then* from\nthe Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests (exclusive of the Class LVRR\nLower-Tier Regular Interest and the Class LUVRR Lower-Tier Regular Interest) then receiving a principal distribution, *pro rata*,\nbased on the respective amounts of those principal distributions, and (ii) in the case of a Yield Maintenance Charge with respect to a\nMortgage Loan other than a Loan REMIC Held Mortgage Loan, be deemed to have first been distributed from the Lower-Tier REMIC to the\nUpper-Tier REMIC in respect of the Lower-Tier Regular Interests (exclusive of the Class LVRR Lower-Tier Regular Interest\nand the Class LUVRR Lower-Tier Regular Interest) then receiving a principal distribution, *pro rata*, based on the respective amounts\nof those principal distributions. Any portion of a Yield Maintenance Charge that is distributed to the Holders of the Class VRR Certificates\nor to the Uncertificated VRR Interest Owner on any Distribution Date shall (i) in the case of a Yield Maintenance Charge with respect\nto a Loan REMIC Held Mortgage Loan, be deemed to have first been distributed from the related Mortgage Loan REMIC to the Lower-Tier REMIC\nin respect of the related Mortgage Loan REMIC Regular Interest, and *then* from the Lower-Tier REMIC to the Upper-Tier REMIC\nin respect of the Corresponding Lower-Tier Regular Interest, and (ii) in the case of a Yield Maintenance Charge with respect to a\nMortgage Loan other than a Loan REMIC Held Mortgage Loan, be deemed to have first been distributed from the Lower-Tier REMIC to the\nUpper-Tier REMIC in respect of the Corresponding Lower-Tier Regular Interest. Any portion of a Yield Maintenance Charge that is\ndistributed in respect of any Class of related Loan-Specific Certificates (and, in the case of a Class of Loan-Specific Class X Certificates,\nallocable to any particular Loan-Specific Component) or any related Loan-Specific Uncertificated Interest on any Distribution Date shall\nbe deemed to have first been distributed from the related Trust Subordinate Companion Loan REMIC to the Upper-Tier REMIC in respect\nof its Corresponding Trust Subordinate Companion Loan REMIC Regular Interest (which, if issued, is set forth in the Preliminary Statement\nhereto).\n\n - 356 - \n\n \n\n(e)               \nOn each Master Servicer Remittance Date, the Certificate Administrator shall determine if the Non-Vertically Retained Available\nFunds for such Distribution Date (determined without regard to the inclusion of any Excess Liquidation Proceeds therein) would be sufficient\nto pay all interest and principal due and owing to, and to reimburse (with interest thereon) all previously allocated applicable Realized\nLosses reimbursable to, the Holders of the Non-Vertically Retained Regular Certificates on such Distribution Date pursuant to Section 4.01(b).\nIf the Certificate Administrator determines that such Non-Vertically Retained Available Funds (as so determined) would not be sufficient\nto make such payments and reimbursements, then the Certificate Administrator shall withdraw from the Excess Liquidation Proceeds Reserve\nAccount and deposit in the Lower-Tier REMIC Distribution Account on the applicable Master Servicer Remittance Date an amount (to be\nincluded in the Aggregate Available Funds for the related Distribution Date for allocation between the Combined VRR Interest and the Non-Vertically\nRetained Regular Certificates) equal to the lesser of (i) all amounts then on deposit in the Excess Liquidation Proceeds Reserve Account\nand (ii) the sum of (A) the amount of the applicable insufficiency in such Non-Vertically Retained Available Funds and (B) the Vertical\nRisk Retention Allocation Percentage of the amount described in the immediately preceding sub-clause (A). The Certificate Administrator\nmay also withdraw funds from the Excess Liquidation Proceeds Reserve Account in order to make distributions to the Holders of the Class R\nCertificates in accordance with the last sentence of Section 3.05(c) of this Agreement.\n\n(f)               \nOn each Distribution Date, following all distributions to be made on such date, the Certificate Balance of each Class of Non-Vertically\nRetained Principal Balance Certificates shall be reduced without distribution, as a write-off, to the extent of any applicable Realized\nLoss allocated to such Class of Certificates, on such Distribution Date. On each Distribution Date, any applicable Realized Loss\nwith respect to the Non-Vertically Retained Principal Balance Certificates for such Distribution Date shall be allocated to the following\nClasses of Non-Vertically Retained Principal Balance Certificates in the following order, until the Certificate Balance of each such Class of\nCertificates is reduced to zero: *first*, to the Class G-RR Certificates; *second*, to the Class F-RR Certificates; *third*,\nto the Class E Certificates; *fourth*, to the Class D Certificates; *fifth*, to the Class C Certificates; *sixth*,\nto the Class B Certificates; *seventh*, to the Class A-S Certificates; and, finally, *pro rata* to the (i) Class A-1\nCertificates, (ii) Class A-2 Certificates and (iii) Class A-3 Certificates, based on their respective Certificate Balances.\n\nOn each Distribution Date,\nfollowing all distributions to be made on such date, any applicable Realized Loss for such Distribution Date shall be allocated to the\nCombined VRR Interest in reduction of the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance\nof the Uncertificated VRR Interest (*pro rata* based on the relative sizes thereof) without distribution, as a write-off, to\nthe extent of such applicable Realized Loss, until the Combined VRR Interest Balance is reduced to zero.\n\nOn each Distribution Date,\nfollowing the deemed distributions of principal or in reimbursement (with interest) of previously allocated applicable Realized Losses\ndeemed made in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a)(ii), the Lower-Tier Principal\nBalance of each Lower-Tier Regular Interest (after taking account of such deemed\n\n - 357 - \n\n \n\ndistributions) shall be deemed reduced\nas a result of applicable Realized Losses, to equal the Certificate Balance of its Corresponding Certificates (or, in the case of the\nClass LUVRR Lower Tier Regular Interest, the Uncertificated Interest Balance of the Uncertificated VRR Interest) that will be outstanding\nimmediately following such Distribution Date.\n\nThe Notional Amount of the\nClass X-A Certificates and the Component Notional Amounts of the Class X-A Components will be reduced to reflect reductions\nof the Certificate Balances of the Class A-1, Class A-2 and Class A-3 Certificates and of the Lower-Tier Principal Balances\nof the Class LA-1, Class LA-2 and Class LA-3 Lower-Tier Regular Interests, in any event resulting from allocations of\napplicable Realized Losses. The Notional Amount of the Class X-B Certificates and the Component Notional Amounts of the Class X-B\nComponents will be reduced to reflect reductions of the Certificate Balances of the Class A-S, Class B and Class C Certificates and\nof the Lower-Tier Principal Balances of the Class LA-S, Class LB and Class LC Lower-Tier Regular Interests, in any event\nresulting from allocations of applicable Realized Losses. The Notional Amount of the Class X-D Certificates and the Component\nNotional Amount of the Class X-D Component will be reduced to reflect reductions of the Certificate Balance of the Class D\nCertificates and of the Lower-Tier Principal Balance of the Class LD Lower-Tier Regular Interest, in any event resulting\nfrom allocations of applicable Realized Losses.\n\nOn each Distribution Date,\nfollowing all distributions to be made on such date, the Certificate Balance or Uncertificated Interest Balance, as applicable, of each\nClass of Loan-Specific Principal Balance Certificates and Loan-Specific Uncertificated Interest relating to a particular Trust Subordinate\nCompanion Loan shall be reduced without distribution on any Distribution Date, as a write off, to the extent of any applicable Realized\nLoss allocated to such Class of Loan-Specific Principal Balance Certificates or Loan-Specific Uncertificated Interest, as the case may\nbe, on such Distribution Date. [SPECIFICS OF ALLOCATIONS OF APPLICABLE REALIZED LOSSES TO LOAN-SPECIFIC PRINCIPAL BALANCE CERTIFICATES\nAND LOAN-SPECIFIC UNCERTIFICATED INTERESTS RESERVED.]\n\nOn each Distribution Date,\nfollowing the deemed distributions of principal or in reimbursement of previously allocated applicable Realized Losses deemed made in\nrespect of the Trust Subordinate Companion Loan REMIC Regular Interests pursuant to Section 4.01(a)(iii), the Trust Subordinate\nCompanion Loan Principal Balance of each Trust Subordinate Companion Loan REMIC Regular Interest (after taking account of such deemed\ndistributions) shall be deemed reduced as a result of applicable Realized Losses allocated to its Corresponding Certificates, to equal\nthe Certificate Balance or Uncertificated Interest Balance, as applicable, of its Corresponding Certificates that will be outstanding\nimmediately following such Distribution Date.\n\n(g)              \nDistributions in reimbursement of applicable Realized Losses previously allocated to the respective Classes of the Principal Balance\nCertificates and the Uncertificated VRR Interest shall be made in the amounts and manner specified in Section 4.01(b) or Section 4.01(c),\nas applicable. If and to the extent that any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections\non the Mortgage Loans (including REO Mortgage Loans) and previously resulted in a reduction of the Aggregate Principal Distribution Amount\nare subsequently recovered on the related Mortgage Loan or REO Property, then (on the Distribution Date related to the Collection Period\nduring which the recovery occurred): (i) the\n\n - 358 - \n\n \n\nNon-Vertically Retained Percentage\nof the amount of such recovery will be added to the Certificate Balance(s) of the Class or Classes of Non-Vertically Retained\nPrincipal Balance Certificates that previously were allocated applicable Realized Losses, in the same sequential order as distributions\npursuant to Section 4.01(b) of this Agreement, in each case up to the lesser of (A) the unallocated portion of the Non-Vertically\nRetained Percentage of the amount of such recovery and (B) the amount of the unreimbursed Realized Losses previously allocated to the\nsubject Class of Non-Vertically Retained Principal Balance Certificates, and the Interest Shortfall Carryforward with respect to\neach affected Class of Non-Vertically Retained Regular Certificates for the next Distribution Date will be increased by the aggregate\namount of additional interest that would have accrued through the then current Distribution Date if the restored write-down for such\nreimbursed Class of Non-Vertically Retained Principal Balance Certificates had never been written down; and (ii) the Vertically Retained\nPercentage of the amount of such recovery will be added to the Combined VRR Interest Balance of the Combined VRR Interest, with such increase\nallocable between the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, *pro rata* based\non the relative sizes thereof) up to the lesser of (A) the Vertically Retained Percentage of the amount of such recovery and (B) the amount\nof the unreimbursed applicable Realized Losses previously allocated to the Combined VRR Interest, and the interest payable on the Combined\nVRR Interest will be deemed increased by the Vertical Risk Retention Allocation Percentage of any contemporaneous increases in interest\npayable on the Non-Vertically Retained Regular Certificates pursuant to clause (i) of this sentence (which such increase shall\naccordingly be allocated to the Class VRR Certificates and the Uncertificated VRR Interest *pro rata*, based on the Certificate Balance\nof the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively). To the extent that the Certificate Balance of,\nand/or any interest payable on, any Class of Regular Certificates or any Component thereof or the Uncertificated VRR Interest is\nso increased or deemed increased, an identical increase shall be deemed made to the Lower-Tier Principal Balance of, and any interest\npayable on, the Corresponding Lower-Tier Regular Interest. If the Certificate Balance of any Class of Non-Vertically Retained Principal\nBalance Certificates (or the Combined VRR Interest Balance of the Combined VRR Interest or the Lower-Tier Principal Balance of any\nLower-Tier Regular Interest) is so increased, the amount of unreimbursed applicable Realized Losses in respect of such Class of Non-Vertically\nRetained Principal Balance Certificates (or the Combined VRR Interest or such Lower-Tier Regular Interest), as the case may be, shall\nbe decreased by such amount, and any interest accrued on the amount of unreimbursed applicable Realized Losses so decreased shall be deemed\nnot to exist.\n\nDistributions in reimbursement\nof Realized Losses previously allocated to the Loan-Specific Principal Balance Certificates and any Loan-Specific Uncertificated Interest\nrelating to any particular Trust Subordinate Companion Loan shall be made in the amounts and manner specified in Section 4.01(m)\nor Section 4.01(n), as applicable.\n\n(h)              \nAll amounts distributable, or reductions allocable on account of applicable Realized Losses, to a Class of Trust Certificates pursuant\nto this Section 4.01 on each Distribution Date shall be allocated *pro rata* among the outstanding Trust Certificates in each\nsuch Class based on their respective Percentage Interests.  All  distributions on each Class of Trust Certificates and each\nUncertificated Interest pursuant to this Section 4.01\n\n - 359 - \n\n \n\nshall be made by the Certificate Administrator\non each Distribution Date other than the Termination Date to each related Trust Certificateholder or Uncertificated Interest Owner of\nrecord at the close of business on the related Record Date by wire transfer of immediately available funds to the account of such Trust\nCertificateholder or Uncertificated Interest Owner at a bank or other entity located in the United States and having appropriate facilities\nto accept such funds, if such Trust Certificateholder or Uncertificated Interest Owner has provided the Certificate Administrator with\nwritten wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in\nthe form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to such Trust Certificateholder\nor Uncertificated Interest Owner.  The final distribution on each Trust Certificate or Uncertificated Interest shall be made in like\nmanner, but in the case of a Trust Certificate, only upon presentation and surrender of such Trust Certificate, and in the case of an\nUncertificated Interest, only upon delivery of a written instrument acknowledging surrender of and final distribution on such Uncertificated\nInterest, at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting\nas such agent) that is specified in a notice to Trust Certificateholders or Uncertificated Interest Owners, as applicable, of the\npendency of the final distribution.  The Certificate Administrator shall be responsible for making all distributions on the Trust\nCertificates and the Uncertificated Interests contemplated hereunder.\n\n(i)                \nExcept as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate Administrator\nshall, no later than the fifteenth day of the month preceding the month in which the final distribution with respect to any Class of Trust\nCertificates or any Uncertificated Interest is expected to be made (or, if the Certificate Administrator has not received notice of such\nAnticipated Termination Date by such time, promptly following the Certificate Administrator’s receipt of such notice), mail to each\nHolder of such Class of Trust Certificates and each related Uncertificated Interest Owner, on such date a notice to the effect that:\n\n(i)                                  the Certificate\nAdministrator reasonably expects based upon information previously provided to it that the final distribution with respect to such Class\nof Trust Certificates or such Uncertificated Interest will be made on such Distribution Date, but in the case of Trust Certificates only\nupon presentation and surrender of such Trust Certificates, and in the case of an Uncertificated Interest, only upon delivery of a written\ninstrument acknowledging surrender of and final distribution on such Uncertificated Interest, at the office of the Certificate Administrator\ntherein specified, and\n\n(ii)                               if such final\ndistribution is made on such Distribution Date, no interest shall accrue on such Class of Trust Certificates or such Uncertificated Interest,\nor on the Corresponding Lower-Tier Regular Interest or Corresponding Trust Subordinate Companion Loan Regular Interest, as applicable,\nfrom and after such Distribution Date; *provided*, *however*, that the Class R Certificates shall remain outstanding until\nthere is no other Class of Trust Certificates outstanding.\n\n - 360 - \n\n \n\nAny funds not distributed\nto any Holder or Holders of Trust Certificates of such Class or to any Uncertificated Interest Owner on such Distribution Date because\nof the failure of such Holder or Holders to tender their Trust Certificates or the failure of such Uncertificated Interest Owner to deliver\nthe instrument contemplated in clause (i) of the first paragraph of this Section 4.01(i) shall, on such date, be set aside and\nheld in trust for the benefit of the appropriate non-tendering Holder or Holders or Uncertificated Interest Owner(s).  If any\nTrust Certificates or Uncertificated Interest as to which notice has been given pursuant to this Section 4.01(i) shall not\nhave been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator shall\nmail a second notice to the remaining non-tendering Trust Certificateholders or Uncertificated Interest Owner(s) to surrender their\nTrust Certificates or Uncertificated Interest(s) for cancellation to receive the final distribution with respect thereto.  If within\none year after the second notice not all of such Trust Certificates and Uncertificated Interest(s) shall have been surrendered for cancellation,\nthe Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Trust\nCertificateholders or Uncertificated Interest Owner(s) concerning surrender of their Trust Certificates or Uncertificated Interest(s). \nThe costs and expenses of holding such funds in trust and of contacting such Trust Certificateholders or Uncertificated Interest Owner(s)\nshall be paid out of such funds.  Subject to applicable state law with respect to escheatment of funds, if within two years after\nthe second notice any such Trust Certificates or Uncertificated Interest(s) shall not have been surrendered for cancellation, the Paying\nAgent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof or the Uncertificated Interest Owner(s),\nas applicable, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders or Uncertificated\nInterest Owner(s) until the earlier of (i) its termination as Certificate Administrator hereunder and the transfer of such amounts\nto a successor Certificate Administrator and (ii) the termination of the Trust Fund and distribution of such amounts to the Class\nR Certificateholders.  No interest shall accrue or be payable to any Trust Certificateholder or any Uncertificated Interest Owner\non any amount held in trust hereunder or by the Certificate Administrator as a result of such Trust Certificateholder’s failure\nto surrender its Trust Certificate(s) or such Uncertificated Interest Owner’s failure to surrender its Uncertificated Interest,\nas applicable, for final payment thereof in accordance with this Section 4.01(i).  Any funds not distributed on such\nDistribution Date shall be set aside and held uninvested in trust for the benefit of Trust Certificateholders or Uncertificated Interest\nOwner(s) not presenting and surrendering their Trust Certificates or Uncertificated Interest(s), as applicable, in the aforesaid manner.\n\n(j)                \nThe Non-Vertically Retained Percentage of the Excess Prepayment Interest Shortfall, if any, with respect to the Mortgage Pool\nfor each Distribution Date will be allocated among the various Classes of Non-Vertically Retained Regular Certificates, *pro rata*,\nbased upon the respective Interest Accrual Amounts with respect to such Classes of Non-Vertically Retained Regular Certificates for\nsuch Distribution Date, and the Vertically Retained Percentage of the Excess Prepayment Interest Shortfall, if any, for each Distribution\nDate will be deemed allocated to the Class VRR Certificates and the Uncertificated VRR Interest, *pro rata*, based on the Certificate\nBalance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively. The portion of any such Excess Prepayment\nInterest Shortfall for any Distribution Date so allocable to a Class of Class X Certificates shall, in turn, be allocated among\nthe various Components of such Class of Class X Certificates, *pro rata*, based upon the respective amounts of Accrued\n\n - 361 - \n\n \n\nComponent Interest with respect to such\nComponents for such Distribution Date. The portion of any such Excess Prepayment Interest Shortfall for any Distribution Date so allocated\nto any Class of Principal Balance Certificates, the Uncertificated VRR Interest or any Component of a Class of Class X\nCertificates shall be deemed to have first been allocated to the Corresponding Lower-Tier Regular Interest for such Class of\nPrincipal Balance Certificates, the Uncertificated VRR Interest or such Component, as applicable.\n\nAny Excess Prepayment Interest\nShortfall with respect to a Trust Subordinate Companion Loan for any Distribution Date will be allocated to the related Loan-Specific\nCertificates and deemed allocated to any related Loan-Specific Uncertificated Interest.  [SPECIFICS OF ALLOCATIONS OF APPLICABLE\nEXCESS PREPAYMENT INTEREST SHORTFALLS TO LOAN-SPECIFIC CERTIFICATES AND LOAN-SPECIFIC UNCERTIFICATED INTERESTS RESERVED.]  The portion\nof any such Excess Prepayment Interest Shortfall with respect to a Trust Subordinate Companion Loan for any Distribution Date so allocated\nto a related Class of Loan-Specific Certificates or deemed allocated to a related Loan-Specific Uncertificated Interest shall be deemed\nto have first been allocated to the Corresponding Trust Subordinate Companion Loan Regular Interest for such Class of Loan-Specific Certificates\nor Loan-Specific Uncertificated Interest, as applicable.\n\n(k)              \nOn each Distribution Date, the Certificate Administrator shall withdraw from the Excess Interest Distribution Account any amounts\non deposit therein that represent Excess Interest received during the related Collection Period (or, in the case of an ARD Loan that is\nan Outside Serviced Mortgage Loan, received as of the close of business on the Business Day immediately preceding the related Master Servicer\nRemittance Date and not previously distributed) with respect to the ARD Loans and shall distribute such Excess Interest to the Holders\nof the Excess Interest Certificates and the Excess Interest Uncertificated Interests. [SPECIFICS OF ALLOCATIONS OF APPLICABLE EXCESS INTEREST\nTO THE EXCESS INTEREST CERTIFICATES AND THE EXCESS INTEREST UNCERTIFICATED INTERESTS RESERVED.]\n\n(l)                \nThe various amounts distributable on any Class of Trust Certificates on any Distribution Date pursuant to multiple subsections\nof, or multiple clauses of any subsection of, this Section 4.01 shall be so distributed in a single, aggregate distribution\nto the Holders of such Class of Trust Certificates on such Distribution Date.\n\n(m)            \n[DISTRIBUTIONS OF related Trust Subordinate Companion Loan Available Funds ON LOAN-SPECIFIC\nCERTIFICATES RESERVED.]\n\n(n)              \n[DISTRIBUTIONS OF RELATED TRUST SUBORDINATE COMPANION LOAN AVAILABLE FUNDS ON LOAN-SPECIFIC VRR INTEREST RESERVED.]\n\n(o)              \nA Mortgage Loan REMIC Regular Interest’s share of all payments made on the related Loan REMIC Held Mortgage Loan (other than\namounts distributable to the related Mortgage Loan REMIC Residual Interest in accordance with the related REMIC Declaration) shall be\ndeemed to be paid at the time payments are made under the related\n\n - 362 - \n\n \n\nLoan REMIC Held Mortgage Loan (in the\ncase of interest, at the Mortgage Rate of such Loan REMIC Held Mortgage Loan) and then deposited in the Lower-Tier REMIC before payments\nare made to the Trustee as Holder of the Lower-Tier Regular Interests, and shall be treated as principal, interest and Yield Maintenance\nCharges, as the case may be, based on these characterizations with respect to such Loan REMIC Held Mortgage Loan (or related REO Property),\nexcept where expressly noted and, in addition, any payment of principal on or reduction in the Stated Principal Balance of such Loan REMIC\nHeld Mortgage Loan shall reduce the principal balance of the related Mortgage Loan REMIC Regular Interest. Any portion of the Aggregate\nAvailable Funds attributable to such Loan REMIC Held Mortgage Loan on deposit in the Collection Account after giving effect to withdrawals\nof funds pursuant to Section 3.06(a)(i) through Section 3.06(a)(x) (other than any referenced deposit to the Mortgage Loan\nREMIC Residual Distribution Account) shall be distributable to the Class R Certificates in respect of amounts distributed on the Mortgage\nLoan REMIC Residual Interests from the Mortgage Loan REMIC Residual Distribution Account. Servicing Fees, Trustee/Certificate Administrator\nFees and Operating Advisor Fees with respect to any Loan REMIC Held Mortgage Loan shall be deemed paid by the Lower-Tier REMIC in determining\nthe Net Mortgage Rate of the related Mortgage Loan REMIC Regular Interest, and all other servicing compensation or unanticipated expenses\nwith respect to such Loan REMIC Held Mortgage Loan payable to the Master Servicer, the Special Servicer, the Certificate Administrator,\nthe Trustee or the Operating Advisor shall be deemed payable by the Lower-Tier REMIC.\n\nSection 4.02                \nStatements to Trust Certificateholders and Uncertificated Interest Owners; Certain Reports by the Master Servicer and the Special\nServicer.\n\n(a)               \nBased on loan-level information received from the Master Servicer and any other applicable Persons, on each Distribution Date,\nthe Certificate Administrator shall provide or make available to each Certificateholder and Uncertificated VRR Interest Owner a report,\nincluding reports in substantially the form attached hereto as Exhibit D (the “Distribution Date Statement”),\nsetting forth, among other things, the following information:\n\n(A)            \nthe amount of distributions, if any, made on such Distribution Date to the holders of each Class of Principal Balance Certificates\nand Loan-Specific Principal Balance Certificates and to each Uncertificated Interest Owner and applied to reduce the respective Certificate\nBalance or Uncertificated Interest Balance thereof, as applicable;\n\n(B)             \nthe amount of distributions, if any, made on such Distribution Date to the Holders of each Class of Trust Certificates and to each\nUncertificated Interest Owner allocable to (A) an Interest Distribution Amount or the VRR Interest Distribution Amount (or any comparable\ninterest distribution amounts with respect to the Loan-Specific Certificates and any Loan-Specific Uncertificated Interest relating to\nany particular Trust Subordinate Companion Loan), as applicable, (B) Yield Maintenance Charges and (C) Excess Interest;\n\n - 363 - \n\n \n\n(C)             \nthe amount of any distributions made on such Distribution Date to the Holders of the Class R Certificates;\n\n(D)            \nthe aggregate amount of outstanding P&I Advances with respect to each Mortgage Loan as of the related Determination Date, and\nthe total outstanding other or miscellaneous advances (excluding P&I Advances and tax and insurance advances) with respect to each\nMortgage Loan as of the related Determination Date;\n\n(E)             \nthe aggregate amount of Servicing Fees retained by or paid to the Master Servicer and Special Servicing Compensation retained by\nor paid to the Special Servicer in respect of the related Due Period, Collection Period or Interest Accrual Period, as applicable;\n\n(F)              \nthe aggregate Stated Principal Balance of the Mortgage Loans immediately before and after such Distribution Date and the percentage\nof the Cut-off Date Balance of the Mortgage Loans which remains outstanding immediately after such Distribution Date;\n\n(G)            \nthe number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the\noutstanding Mortgage Loans, at the close of business on the related Determination Date;\n\n(H)            \nas of the Determination Date, the number and aggregate unpaid principal balance of Mortgage Loans (A) delinquent one month, (B)\ndelinquent two months, (C) delinquent three months, (D) delinquent four months or more, (E) that are Specially Serviced Loans but are\nnot delinquent or (F) as to which foreclosure proceedings have been commenced;\n\n(I)               \nthe aggregate Stated Principal Balance of Mortgage Loans as to which the related Mortgagor is subject or is expected to be subject\nto a bankruptcy proceeding;\n\n(J)               \nwith respect to any Trust Loan as to which the related Mortgaged Property became an REO Property (including with respect to the\nOutside Serviced Mortgage Loans) during the related Collection Period, the Stated Principal Balance and unpaid principal balance of such\nTrust Loan as of the date such Mortgaged Property became an REO Property and the most recently determined Appraised Value and date upon\nwhich the Appraisal was performed;\n\n(K)            \nas to any Trust Loan repurchased, substituted for or otherwise liquidated or disposed of during the related Collection Period,\nthe Loan Number thereof and the amount of any Liquidation Proceeds and/or other amounts, if any, received thereon during the related Collection\nPeriod and the portion thereof included in the Aggregate Available Funds or any\n\n - 364 - \n\n \n\nTrust Subordinate Companion Loan Available\nFunds, as applicable, for such Distribution Date;\n\n(L)             \nwith respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) included in the Trust Fund as\nof the close of business on the last day of the related Collection Period, the Loan Number of the related Mortgage Loan, the book value\nof such REO Property and the amount of any income collected with respect to such REO Property (net of related expenses) and other amounts,\nif any, received on such REO Property during the related Collection Period and the portion thereof included in the Aggregate Available\nFunds for such Distribution Date and the most recently determined Appraised Value and date upon which the Appraisal was performed;\n\n(M)           \nwith respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) sold or otherwise disposed of\nduring the related Collection Period, the Loan Number of the related Mortgage Loan, and the amount of Liquidation Proceeds and other amounts,\nif any, received in respect of such REO Property during the related Collection Period, the portion thereof included in the Aggregate Available\nFunds for such Distribution Date and the balance of the Excess Liquidation Proceeds Reserve Account for such Distribution Date;\n\n(N)            \nthe Interest Distribution Amount in respect of each Class of Non-Vertically Retained Regular Certificates and the VRR\nInterest Distribution Amount (and any comparable interest distribution amounts in respect of the Loan-Specific Certificates and any Loan-Specific\nUncertificated Interest relating to any particular Trust Subordinate Companion Loan) for such Distribution Date;\n\n(O)            \nany unpaid Interest Distribution Amount in respect of each Class of Non-Vertically Retained Regular Certificates (and\nany unpaid comparable interest distribution amount in respect of each Class of Loan-Specific Certificates) after giving effect to the\ndistributions made on such Distribution Date;\n\n(P)              \nthe Pass-Through Rate for each Class of Non-Vertically Retained Regular Certificates and Loan-Specific Certificates\nfor such Distribution Date;\n\n(Q)            \nthe original Certificate Balance, Notional Amount or Uncertificated Interest Balance as of the Closing Date and the Certificate\nBalance, Notional Amount or Uncertificated Interest Balance, as the case may be, of each Class of Non-Vertically Retained Regular Certificates,\nthe Class VRR Certificates, each Class of Loan-Specific Certificates and each Uncertificated Interest immediately before and immediately\nafter such Distribution Date, separately identifying any reduction in the Certificate\n\n - 365 - \n\n \n\nBalance, Notional Amount or Uncertificated\nVRR Interest Balance, as the case may be, of each such Class of Trust Certificates and each such Uncertificated Interest due to applicable\nRealized Losses;\n\n(R)             \nthe Certificate Factor for each Class of Principal Balance Certificates, Loan-Specific Principal Balance Certificates and\nInterest-Only Trust Certificates immediately following such Distribution Date;\n\n(S)              \nthe Principal Distribution Amount, VRR Principal Distribution Amount and Aggregate Principal Distribution Amount (and any comparable\nprincipal distribution amounts with respect to the Loan-Specific Principal Balance Certificates and any Loan-Specific Uncertificated Interest\nrelating to any particular Trust Subordinate Companion Loan) for such Distribution Date;\n\n(T)              \nthe aggregate amount of Principal Prepayments made during the related Collection Period, and the aggregate amount of any Prepayment\nInterest Excesses received and Prepayment Interest Shortfalls incurred in connection therewith;\n\n(U)            \nthe aggregate amount of losses on Mortgage Loans and any Trust Subordinate Companion Loans and Additional Trust Fund Expenses,\nif any, incurred with respect to the Trust Fund during the related Collection Period, and any applicable Realized Losses for the Non-Vertically\nRetained Principal Balance Certificates, the Combined VRR Interest and the Loan-Specific Certificates and any Loan-Specific Uncertificated\nInterest relating to a particular Trust Subordinate Companion Loan, respectively, for such Distribution Date;\n\n(V)            \nany Appraisal Reduction Amounts and any Collateral Deficiency Amount on a loan-by-loan basis, and the total Appraisal Reduction\nAmounts, Collateral Deficiency Amounts and Cumulative Appraisal Reduction Amount as of the related Determination Date;\n\n(W)           \nidentification of any material modification, extension or waiver of a Mortgage Loan;\n\n(X)            \nidentification of any material breach of the representations and warranties given with respect to a Mortgage Loan by the applicable\nMortgage Loan Seller;\n\n(Y)            \nthe identity of the Operating Advisor;\n\n(Z)             \nthe amount of the Operating Advisor Fee, the Trustee/Certificate Administrator Fee and the CREFC® Intellectual Property\nRoyalty License Fee paid with respect to such Distribution Date;\n\n - 366 - \n\n \n\n(AA)      \nan itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during\nthe related Collection Period;\n\n(BB)       \nthe identity of the Controlling Class;\n\n(CC)       \nthe identity of the Controlling Class Representative and each Loan-Specific Controlling Class Representative;\n\n(DD)      \nsuch additional information as contemplated by Exhibit D to this Agreement; and\n\n(EE)        \nthe information required by Rule 15Ga-1(a), as promulgated under the Exchange Act, concerning all assets of the Trust\nFund that were subject of a demand to repurchase or replace for breach of the representations and warranties in any of the Mortgage Loan\nPurchase Agreements.\n\nIn the case of information furnished pursuant\nto subclauses (A), (B), (C) and (Q) above, the amounts shall be expressed as a dollar amount in the aggregate for all Trust Certificates\nof each applicable Class and per single Trust Certificate of a specified minimum denomination. The form of any Distribution Date\nStatement may change over time.\n\nOn each Distribution Date,\nthe Certificate Administrator shall make available via the Certificate Administrator’s Website to each Holder of a Class R\nCertificate a copy of the reports made available to the other Trust Certificateholders on such Distribution Date and a statement setting\nforth the amounts, if any, actually distributed with respect to the Class R Certificates in respect of the related Trust REMIC on\nsuch Distribution Date. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that it\nprovided substantially comparable information pursuant to any requirements of the Code as from time to time in force. Subject to any potential\nliability for willful misconduct, bad faith or negligence under Sections 6.01, 6.03, 8.01 or 8.05, as\napplicable, none of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be responsible for the\naccuracy or completeness of any information supplied to it by or on behalf of a Mortgagor (or a third party on its behalf), any Mortgage\nLoan Seller (including the information in the Prospectus), another party to this Agreement or a party to an Outside Servicing Agreement\nthat is included in any reports, statements, materials or information prepared or provided by it.\n\nThe Certificate Administrator\nshall make available each month via the Certificate Administrator’s Website, to any Privileged Person (or, in the case of item (vii) below,\nsolely to Trust Certificateholders, Beneficial Owners and the Uncertificated Interest Owners, and *provided* that the Prospectus,\nDistribution Date Statements, this Agreement, the Mortgage Loan Purchase Agreements and the Commission EDGAR filings referred to below\n(collectively, the “Public Documents”) will be available to the general public, and *provided further* that any\nPrivileged Person that is a Borrower Party shall only be entitled to access the Public Documents, except as otherwise provided herein\nwith respect to the Special Servicer, any Controlling Class Certificateholder and the Controlling Class Representative), the following\nitems:\n\n - 367 - \n\n \n\n(i)                                  the following\n“deal documents”:\n\n(A)            \nthe Prospectus;\n\n(B)             \nthis Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the\nMortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and\n\n(C)             \nCREFC® Loan Setup File delivered to the Certificate Administrator by the Master Servicer;\n\n(ii)                               the following\n“Commission EDGAR filings”:\n\n(A)            \nany reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect\nto the Trust through the EDGAR system;\n\n(iii)                            the following\ndocuments, which shall initially be made available under a tab or heading designated “periodic reports”:\n\n(A)            \nthe Distribution Date Statements;\n\n(B)             \nthe supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®\nInvestor Reporting Package (IRP)” (other than the CREFC® Loan Setup File), to the extent the Certificate Administrator\nhas received such report or file; and\n\n(C)             \nall Operating Advisor Annual Reports;\n\n(iv)                           the following\ndocuments, which shall be made available under a tab or heading designated “additional documents”:\n\n(A)            \nthe summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format pursuant to Section 3.21\nof this Agreement;\n\n(B)             \nany inspection reports prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to\nthe Certificate Administrator pursuant to Section 3.18 of this Agreement;\n\n(C)             \nany other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format;\n\n(D)            \nany notice of the determination of an Appraisal Reduction Amount or Collateral Deficiency Amount with respect to any Trust Loan,\nincluding the related CREFC® Appraisal Reduction Template; and\n\n - 368 - \n\n \n\n(E)             \nany notice or documents provided to the Certificate Administrator by the Master Servicer, the Special Servicer or the Depositor\ndirecting the Certificate Administrator to post to the “additional documents” tab;\n\n(v)                              the following\ndocuments, which shall be made available under a tab or heading designated “special notices”:\n\n(A)            \nnotice of any release based on an environmental release under this Agreement;\n\n(B)             \nnotice of any waiver, modification or amendment of any term of any Mortgage Loan;\n\n(C)             \nnotice of final payment on any Class of Trust Certificates or any Uncertificated Interest;\n\n(D)            \nall notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator or any notice to Trust\nCertificateholders and the Uncertificated Interest Owners of the termination of the Master Servicer or the Special Servicer;\n\n(E)             \nnotice of termination or resignation of the Master Servicer or the Special Servicer;\n\n(F)              \nnotice of resignation of the Trustee or the Certificate Administrator, and notice of the acceptance of appointment by the successor\nTrustee or the successor Certificate Administrator, as applicable;\n\n(G)            \nany notice of any request by requisite percentage of Trust Certificateholders for a vote to terminate the Special Servicer pursuant\nto Section 6.08(a) of this Agreement, the Operating Advisor pursuant to Section 7.06(b) of this Agreement or the\nAsset Representations Reviewer pursuant to Section 11.05(b) of this Agreement;\n\n(H)            \nany notice to Trust Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the\nrelated report prepared by the Operating Advisor in connection with such recommendation;\n\n(I)               \nnotice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and notice of the acceptance\nof appointment by the successor Operating Advisor or the successor Asset Representations Reviewer, as applicable;\n\n(J)               \nnotice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and a copy of any final\nAsset Review Report received by the Certificate Administrator;\n\n - 369 - \n\n \n\n(K)            \nany notice of the termination of a sub-servicer with respect to Mortgage Loans representing 10% or more of the aggregate principal\nbalance of all the Mortgage Loans;\n\n(L)             \nany and all officer’s certificates and other evidence delivered to or by the Certificate Administrator to support its or\nthe Master Servicer’s, the Special Servicer’s, or the Back-Up Advancing Agent’s, as the case may be, determination that\nany Advance was (or, if made, would be) a Nonrecoverable Advance;\n\n(M)           \nnotice of the termination of the Trust;\n\n(N)            \nany notice that a Control Termination Event, a Loan-Specific Control Termination Event or a Serviced AB Whole Loan Control Appraisal\nPeriod has occurred or is terminated or that a Consultation Termination Event, a Loan-Specific Consultation Termination Event or any applicable\nOperating Advisor Consultation Trigger Event (including any Loan-Specific Operating Advisor Consultation Trigger Event) has occurred;\n\n(O)            \nany notice of the occurrence of an Operating Advisor Termination Event;\n\n(P)              \nany notice of the occurrence of an Asset Representations Reviewer Termination Event;\n\n(Q)            \nany assessments of compliance delivered to the Certificate Administrator;\n\n(R)             \nany attestation reports delivered to the Certificate Administrator;\n\n(S)              \nany “special notices” required by a Trust Certificateholder or an Uncertificated Interest Owner to be posted on the\nCertificate Administrator’s Website pursuant to Section 5.07;\n\n(T)              \nany Proposed Course of Action Notice; and\n\n(U)            \nany notice provided to the Certificate Administrator by the Depositor, the Master Servicer or the Special Servicer directing the\nCertificate Administrator to post to the “special notices” tab;\n\n(vi)                           the Investor\nQ&A Forum;\n\n(vii)                        solely to Trust\nCertificateholders, Beneficial Owners and Uncertificated Interest Owners that are Privileged Persons, the Investor Registry; and\n\n - 370 - \n\n \n\n(viii)                     the “Risk\nRetention” tab (which shall include, without limitation, any notice from the Depositor or from the Retaining Sponsor or a Loan-Specific\nRetaining Sponsor regarding non-compliance by the Third Party Purchaser or any Loan-Specific Third Party Purchaser or any originator\nof a Trust Loan, as applicable, with, or any other matter related to, Regulation RR);\n\n*provided* that, with respect to a Control\nTermination Event or a Consultation Termination Event deemed to exist due solely to the existence of an Excluded Mortgage Loan, the Certificate\nAdministrator will only be required to make available such notice of the occurrence and continuance of a Control Termination Event or\nthe notice of the occurrence and continuance of a Consultation Termination Event to the extent the Certificate Administrator has been\nnotified of such Excluded Mortgage Loan.\n\nNotwithstanding the foregoing,\nall Excluded Information shall be made available under one separate tab or heading designated “Excluded Information” on the\nCertificate Administrator’s Website (and not any of the headings described in items (i) through (viii) above) and\nmade available to Privileged Persons other than any Excluded Controlling Class Holder (unless a loan-by-loan segregation is later\nperformed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling\nClass Mortgage Loan(s)). Notwithstanding the foregoing, nothing set forth in this Agreement shall prohibit the Controlling Class\nRepresentative or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to\nany Excluded Controlling Class Mortgage Loan with respect to which the Controlling Class Representative or such Controlling Class\nCertificateholder is not a Borrower Party and, if such Excluded Information is not available to such Controlling Class Representative\nor Controlling Class Certificateholder via the Certificate Administrator’s Website, such Controlling Class Representative or Controlling\nClass Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Mortgage Loan shall be\nentitled to obtain (upon reasonable request) such information in accordance with Section 4.02(e) of this Agreement.\n\nNotwithstanding any of the\nforegoing to the contrary, if the Special Servicer acquires knowledge that it is a Borrower Party with respect to any Mortgage Loan or\nServiced Whole Loan, the Special Servicer shall nevertheless have access to the Certificate Administrator’s Website; *provided*,\nthat if the Special Servicer acquires knowledge that it is a Borrower Party with respect to any Excluded Special Servicer Mortgage Loan,\nthe Special Servicer (i) shall not, directly or indirectly provide any information related to any Excluded Special Servicer Mortgage Loan\n(which shall include, without limitation, any Excluded Information related to such Excluded Special Servicer Mortgage Loan) to (A) any\nrelated Borrower Party, (B) any employees or personnel of the Special Servicer or any of its Affiliates involved in the management of\nany investment in any related Borrower Party or the related Mortgaged Property or (C) to the extent known to the Special Servicer, any\nnon-Affiliate that holds a direct or indirect ownership interest in any related Borrower Party or the related Mortgaged Property,\nand (ii) shall maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations\ndescribed in clause (i) above. Notwithstanding any provision to the contrary herein, the Certificate Administrator shall not have\nany obligation to restrict access by the Special Servicer or any Excluded Mortgage Loan Special Servicer to any information on the Certificate\nAdministrator’s Website related to any Excluded Special Servicer Mortgage Loan.\n\n - 371 - \n\n \n\nAny Person that is a Borrower\nParty shall be entitled to access (a) the Public Documents, and (b) in the case of the Controlling Class Representative or a Controlling\nClass Certificateholder, if any such Person is an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special\nServicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form of an Investor Certification substantially\nin the form of Exhibit M-1C and a notice in the form of Exhibit M-1F hereto certifying to the effect that\nit is an Excluded Controlling Class Holder and upon delivery to the Certificate Administrator in physical form of an investor certification\nsubstantially in the form of Exhibit M-1G, which shall include each of the CitiDirect Login User ID associated with such\nExcluded Controlling Class Holder, all information (other than Excluded Information related to the Excluded Controlling Class Mortgage\nLoan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall\nonly be prohibited with respect to the Excluded Controlling Class Mortgage Loan(s) for which such Person is a Borrower Party)) available\non the Certificate Administrator’s Website.\n\nIn the case of the Controlling\nClass Representative or Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an investor\ncertification substantially in the form of Exhibit M-1B hereto certifying to the effect that it is not an Excluded Controlling\nClass Holder, such Controlling Class Representative or a Controlling Class Certificateholder shall be entitled to access all information\non the Certificate Administrator’s Website. The Master Servicer, Special Servicer, Operating Advisor, Certificate Administrator\nand Trustee may each rely on (i) an Investor Certification in the form of Exhibit M-1B hereto from the Controlling Class\nRepresentative or a Controlling Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder with\nrespect to any Excluded Controlling Class Mortgage Loan or (ii) an Investor Certification in the form of Exhibit M-1C\nhereto from the Controlling Class Representative or a Controlling Class Certificateholder to the effect that such Person is an Excluded\nControlling Class Holder with respect to one or more Excluded Controlling Class Mortgage Loan(s). In the event the Controlling Class\nRepresentative or a Controlling Class Certificateholder, as the case may be, becomes an Excluded Controlling Class Holder, such party\nshall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the\nTrustee in writing substantially in the form of Exhibit M-1F to the effect that such party is an Excluded Controlling\nClass Holder with respect to the Excluded Controlling Class Mortgage Loan(s) listed in such notice and shall also provide the Certificate\nAdministrator a notice substantially in the form of Exhibit M-1G listing the CitiDirect Login User ID associated with\nsuch Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s\naccess to the Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from the Certificate\nAdministrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new investor certification substantially\nin the form of Exhibit M-1C (which certification shall include, among other things, an acknowledgement and agreement by\nsuch Excluded Controlling Class Holder that it is prohibited from accessing and reviewing (and it agrees not to access and review) any\nExcluded Information with respect to any Excluded Controlling Class Mortgage Loans for which it is a Borrower Party) to access the\ninformation on the Certificate Administrator’s Website, except that such Excluded Controlling Class Holder shall not be entitled\nto access any Excluded Information related to any Excluded Controlling Class Mortgage Loan(s) (unless a loan-by-loan segregation\nis later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the Excluded Controlling\nClass Mortgage\n\n - 372 - \n\n \n\nLoan(s) for which such Person is a Borrower\nParty) made available on the Certificate Administrator’s Website. Any Excluded Information relating to an Excluded Controlling Class Mortgage\nLoan that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator\nfor posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator via email to *Loandata@citi.com*\nin one or more separate files labeled “Excluded Information” followed by the applicable loan name and loan number, and the\nCertificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information on a separate excluded\nloan tab on the Certificate Administrator’s Website (and, if possible at a later time, on a loan-by-loan basis). Notwithstanding\nanything herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator\nshall be entitled to conclusively assume that the Controlling Class Representative and all Controlling Class Certificateholders are not\nExcluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate\nAdministrator, as applicable, has received notice from the Controlling Class Representative or a Controlling Class Certificateholder that\nit has become an Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate\nAdministrator shall be liable for any communication to the Controlling Class Representative or Controlling Class Certificateholder or\ndisclosure of Excluded Information if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator,\nas applicable, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Mortgage Loan\n(including, in the case of the summary of any Asset Status Report or the summary of any Final Asset Status Report delivered to the Certificate\nAdministrator for posting to the Certificate Administrator’s Website and/or any failure to label any such information provided to\nthe Certificate Administrator).\n\nEach of the Master Servicer,\nthe Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on any certification\ndelivered by the Controlling Class Representative or a Controlling Class Certificateholder, as applicable, substantially in the form of\nExhibit M-1B to the effect that such Person is no longer an Excluded Controlling Class Holder. To the extent the Controlling\nClass Representative or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information with\nrespect to a related Excluded Controlling Class Mortgage Loan on the Certificate Administrator’s Website or otherwise receives\naccess to such Excluded Information, such Controlling Class Representative or Controlling Class Certificateholder shall be deemed to have\nagreed that it (i) will not directly or indirectly provide any information related to the Excluded Controlling Class Mortgage Loan\nto (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel of such Controlling Class\nRepresentative or Controlling Class Certificateholder, (D) any Affiliate involved in the management of any investment in any related Borrower\nParty or the related Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership\ninterest in any related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in\nplace in order to comply with the obligations described in clause (i) above.\n\nTo the extent a Risk Retention\nConsultation Party or a Combined VRR Interest Owner receives access pursuant to this Agreement to any information relating to an Excluded\nRRCP Mortgage Loan (or a Mortgage Loan with respect to which such Holder or owner is a Borrower Party) and/or the related Mortgaged Property\n(which shall include any Major Decision\n\n - 373 - \n\n \n\nReporting Package, Asset Status Reports, Final\nAsset Status Reports (or summaries thereof), inspection reports related to Specially Serviced Loans conducted by the Special Servicer\nor any Excluded Mortgage Loan Special Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator\nregarding the Special Servicer’s net present value determination, Collateral Deficiency Amount determination or any Appraisal Reduction\nAmount calculations, and any Officer’s Certificates delivered by the Back-Up Advancing Agent, the Master Servicer or the Special\nServicer, supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, but in each case other than\ninformation with respect to such Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool level), whether on\nthe Certificate Administrator’s Website or otherwise, such Risk Retention Consultation Party or such Combined VRR Interest Owner,\nas applicable, shall be deemed to have agreed that it (i) will not provide any such information to (A) the related Borrower Party,\n(B) any employees or personnel of such Risk Retention Consultation Party or such Combined VRR Interest Owner or any of its Affiliates\ninvolved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge,\nany non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient\ninternal controls and appropriate policies and procedures in order to comply with the limitations described in clause (i) above.\nFor the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC®\nIRP) (other than the CREFC® Special Servicer Loan File relating to any such Excluded Mortgage Loan) shall be considered\ninformation that is aggregated with information of other Mortgage Loans at a pool level. Notwithstanding anything to the contrary in this\nAgreement, a Risk Retention Consultation Party will be permitted to share with any Combined VRR Interest Owner any Major Decision Reporting\nPackage that such Risk Retention Consultation Party has received in connection with the exercise of its consultation rights pursuant to\nSection 6.09(a).\n\nThe Certificate Administrator\nmakes no representations or warranties as to the accuracy or completeness of information provided pursuant to this Section and assumes\nno responsibility therefor. In addition, the Certificate Administrator disclaims responsibility for any information distributed by the\nCertificate Administrator for which it is not the original source. In connection with providing access to the Certificate Administrator’s\nWebsite, the Certificate Administrator may require registration and acceptance of a disclaimer and may require a recipient of any of the\ninformation set forth above (other than the Public Documents) to execute a confidentiality agreement (which may be in the form of a web\npage “click-through”). The Certificate Administrator shall not be liable for the dissemination of information in accordance\nwith this Agreement. Notwithstanding anything herein to the contrary, the Certificate Administrator shall not be liable for any disclosure\nof Excluded Information relating to an Excluded Controlling Class Mortgage Loan to the extent such information was included in the\nsummary of any Asset Status Report or the summary of any Final Asset Status Report delivered to the Certificate Administrator for posting\nto the Certificate Administrator’s Website and not properly identified as relating to an Excluded Controlling Class Mortgage\nLoan.\n\nThe Certificate Administrator\nshall have no liability for access by an Excluded Controlling Class Holder to the Certificate Administrator’s Website of any information\nwith respect to which such Excluded Controlling Class Holder is prohibited from accessing pursuant to this Agreement if such Excluded\nControlling Class Holder provided an Investor Certification but did not indicate it was a Borrower Party.\n\n - 374 - \n\n \n\n \n\nThe Certificate Administrator\nshall provide assistance in using the Certificate Administrator’s Website through the Certificate Administrator’s customer\nservice desk at telephone number 1-888-855-9695.\n\nThe Certificate Administrator\nmay provide such information through means other than (and in lieu of) the Certificate Administrator’s Website; *provided*\nthat (i) the Depositor shall have consented to such alternative means and (ii) Trust Certificateholders, the Uncertificated\nInterest Owners and each of the Serviced Companion Loan Holders shall have received notice of such alternative means (which notice may\nbe given via the Certificate Administrator’s Website).\n\nThe Master Servicer and the\nCertificate Administrator shall prepare a separate set of reports, in the same manner and containing substantially similar types of information\nas described in this Section 4.02, for the Holders of the Loan-Specific Certificates and the owners of any Loan-Specific Uncertificated\nInterest relating to any particular Trust Subordinate Companion Loan, in each case with respect to such Trust Subordinate Companion Loan\nand such Loan-Specific Certificates and Loan-Specific Uncertificated Interest. The Holders of the Loan-Specific Certificates and\nthe Loan-Specific Uncertificated Interest Owners shall be entitled to obtain access to reports and other information applicable to them\nin a manner substantially similar to the procedures described in this Agreement.\n\nAny Person that is a Mortgagor,\na Manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Mortgagor shall be entitled to access only the Prospectus,\nDistribution Date Statements, this Agreement, the Mortgage Loan Purchase Agreements and the Commission EDGAR filings on the Certificate\nAdministrator’s Website which are being made available to the general public. The provisions in this Section shall not limit\nthe Master Servicer’s ability to make accessible certain information regarding the Trust Loans at a website maintained by the Master\nServicer.\n\nWithin a reasonable period\nof time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during the calendar\nyear was a Holder of a Trust Certificate or Uncertificated VRR Interest Owner and requests in writing, a statement containing the information\nas to the applicable Class or the Uncertificated VRR Interest set forth in clauses (A), (B) and (C) of the description of Distribution\nDate Statements above, aggregated for such calendar year or applicable portion thereof during which such person was a Trust Certificateholder\nor Uncertificated Interest Owner, together with such other information as the Certificate Administrator deems necessary or desirable,\nor that a Trust Certificateholder, Beneficial Owner or Uncertificated Interest Owner reasonably requests, to enable Trust Certificateholders,\nBeneficial Owners and Uncertificated Interest Owners to prepare their tax returns for such calendar year. Such obligation of the Certificate\nAdministrator shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the\nCertificate Administrator pursuant to any requirements of the Code as from time to time are in force.\n\nThe Certificate Administrator\nshall make the Investor Q&A Forum available only to Privileged Persons. The “Investor Q&A Forum” shall be a\nservice available on the Certificate Administrator’s Website, where Trust Certificateholders and Beneficial Owners that are Privileged\nPersons may submit questions to (a) the Certificate Administrator relating to the Distribution Date\n\n - 375 - \n\n \n\nStatements, (b) the Master Servicer or\nthe Special Servicer, as applicable, relating to the servicing reports prepared by that party and being made available pursuant to this\nSection 4.02(a), the Mortgage Loans (excluding the Outside Serviced Mortgage Loans), any Trust Subordinate Companion Loans\nor the related Mortgaged Properties or (c) the Operating Advisor relating to the Operating Advisor Annual Reports or other reports\nprepared by the Operating Advisor or actions by the Special Servicer referenced in such reports (collectively, “Inquiries”),\nand (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers thereto.\nUpon receipt of an Inquiry for the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, the Certificate Administrator\nshall forward the Inquiry to the appropriate Person and, in the case of an inquiry relating to an Outside Serviced Mortgage Loan, to the\napplicable party under the related Outside Servicing Agreement, in each case within a commercially reasonable period following receipt\nthereof.\n\nWithin a commercially reasonable\ntime following receipt of an Inquiry, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer,\nas applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Operating\nAdvisor, the Master Servicer or Special Servicer shall be by e-mail to the Certificate Administrator. In the case of an Inquiry relating\nto an Outside Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related\nOutside Servicer or the related Outside Special Servicer, as applicable; *provided* that the Certificate Administrator shall not\nbe responsible for the content of such answer or any delay or failure to obtain such answer. The Certificate Administrator shall post\n(within a commercially reasonable period following preparation or receipt of such answer, as the case may be) such Inquiry and the related\nanswer to the Certificate Administrator’s Website. If the Certificate Administrator, the Operating Advisor, the Master Servicer\nor the Special Servicer determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described\nabove, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Trust Certificateholders and the Uncertificated\nInterest Owners, (iii) answering any Inquiry would be in violation of applicable law, this Agreement (including requirements in respect\nof non-disclosure of Privileged Information) or the applicable Loan Documents, (iv) answering any Inquiry would materially increase\nthe duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Operating Advisor, the Master\nServicer or the Special Servicer, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information\n(subject to the Privileged Information Exception) or (vi) answering any Inquiry is otherwise, for any reason, not advisable, then\nit shall not be required to answer such Inquiry and, in the case of the Operating Advisor, the Master Servicer or the Special Servicer,\nshall promptly notify the Certificate Administrator of such determination. In addition, no party shall post or otherwise disclose any\ndirect communications with any Directing Holder or Consulting Party as part of its response to any Inquiries. The Certificate Administrator\nshall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered. The Certificate Administrator shall\nnot be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator\ndetermines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions,\nanswers and other communications which are not submitted via the Certificate Administrator’s Website. Answers posted on the Investor\nQ&A Forum shall be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters,\nthe Initial Purchasers or any of their respective Affiliates. None of the Underwriters, Initial Purchasers,\n\n - 376 - \n\n \n\nDepositor, any of their respective affiliates\nor any other person will certify as to the accuracy of any of the information posted in the Investor Q&A Forum and no such person\nwill have any responsibility or liability for the content of any such information. No party to this Agreement shall disclose Privileged\nInformation in the Investor Q&A Forum.\n\nThe Certificate Administrator\nshall make the Investor Registry available to any Trust Certificateholder, Beneficial Owner or Uncertificated Interest Owner that is a\nPrivileged Person. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s\nWebsite, where Trust Certificateholders, Beneficial Owners and Uncertificated Interest Owners can register and thereafter obtain information\nwith respect to any other Trust Certificateholder, Beneficial Owner or Uncertificated Interest Owner that has so registered. Any person\nregistering to use the Investor Registry will be required to certify that (a) it is a Trust Certificateholder, a Beneficial Owner\nor an Uncertificated Interest Owner and (b) it grants authorization to the Certificate Administrator to make its name and contact\ninformation available on the Investor Registry for at least 45 days from the date of such certification to other registered Trust\nCertificateholders, registered Beneficial Owners and registered Uncertificated Interest Owners. Such Person shall then be asked to enter\ncertain mandatory fields such as the individual’s name, the company name and e-mail address, as well as certain optional fields\nsuch as address, phone, and Class(es) of Trust Certificates owned. If any Trust Certificateholder, any Beneficial Owner or any Uncertificated\nInterest Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be\nwithin 45 days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate\nAdministrator will not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring\nor otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver and\ndisclaimer for access to the Investor Registry.\n\nUpon filing with the IRS,\nthe Certificate Administrator shall furnish to the Holders of the Class R Certificates the IRS Form 1066 for each Trust REMIC\nand shall furnish their respective Schedules Q thereto at the times required by the Code or the IRS, and shall provide from time to time\nsuch information and computations with respect to the entries on such forms as any Holder of the Class R Certificates may reasonably\nrequest.\n\nThe specification of information\nto be furnished by the Certificate Administrator in this Section 4.02 (and any other terms of this Agreement requiring or\ncalling for delivery or reporting of information by the Certificate Administrator to Trust Certificateholders, Beneficial Owners and Uncertificated\nInterest Owners) shall not limit the Certificate Administrator in furnishing, and the Certificate Administrator is hereby authorized\nto furnish, to any Privileged Person any other information (such other information, collectively, “Additional Information”) with\nrespect to the Mortgage Loans or Serviced Whole Loans, the Mortgaged Properties or the Trust Fund as may be provided to it by the Depositor,\nthe Master Servicer or the Special Servicer or gathered by it in any investigation or other manner from time to time, *provided*\nthat (A) while there exists any Servicer Termination Event, any such Additional Information shall only be furnished with the consent\nor at the request of the Depositor (except pursuant to clause (E) below or to the extent such information is requested by a\nCertifying Certificateholder), (B) the Certificate Administrator shall be entitled to indicate the source of all information furnished\nby it, and the Certificate Administrator may affix thereto any disclaimer it deems\n\n - 377 - \n\n \n\nappropriate in its sole discretion (together\nwith any warnings as to the confidential nature and/or the uses of such information as it may, in its sole discretion, determine appropriate),\n(C) the Certificate Administrator may notify any Privileged Person of the availability of any such information in any manner as it,\nin its sole discretion, may determine, (D) the Certificate Administrator shall be entitled (but not obligated) to require payment\nfrom each recipient of a reasonable fee for, and its out-of-pocket expenses incurred in connection with, the collection, assembly,\nreproduction or delivery of any such Additional Information, and (E) the Certificate Administrator shall be entitled to distribute\nor make available such Additional Information in accordance with such reasonable rules and procedures as it may deem necessary or appropriate\n(which may include the requirement that an agreement that provides such information shall be used solely for purposes of evaluating the\ninvestment characteristics or valuation of the Trust Certificates be executed by the recipient, if and to the extent the Certificate Administrator\ndeems the same to be necessary or appropriate). Nothing herein shall be construed to impose upon the Certificate Administrator any obligation\nor duty to furnish or distribute any Additional Information to any Person in any instance, and the Certificate Administrator shall neither\nhave any liability for furnishing nor for refraining from furnishing Additional Information in any instance. The Certificate Administrator\nshall be entitled (but not required) to request and receive direction from the Depositor as to the manner of delivery of any such Additional\nInformation, if and to the extent the Certificate Administrator deems necessary or advisable, and to require that any consent, direction\nor request given to it pursuant to this Section be made in writing.\n\nThe Depositor hereby authorizes\nthe Certificate Administrator to, and the Certificate Administrator shall, make available to Bloomberg, L.P., Trepp, LLC, Intex Solutions,\nInc., BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, Markit Group Limited, RealINSIGHT, Thompson Reuters\nCorporation, Intercontinental Exchange | ICE Data Services, KBRA Analytics, LLC, DealView Technologies Ltd., CRED iQ or such other vendor\nchosen by the Depositor that submits to the Certificate Administrator a certification in the form of Exhibit M-3 to this\nAgreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made available pursuant\nto this Section 4.02(a) to Privileged Persons.\n\n(b)              \nNo later than the Business Day prior to each Distribution Date, subject to the third from last paragraph of this subsection (b),\nthe Master Servicer shall deliver or cause to be delivered to the Certificate Administrator, the Operating Advisor and the Special Servicer\nin electronic form mutually acceptable to the Certificate Administrator, the Operating Advisor, the Special Servicer and the Master Servicer\nthe following reports or information (and any other files as may be, or have been, adopted and promulgated by CREFC® as\npart of the CREFC® Investor Reporting Package (IRP) from time to time): (1) a CREFC® REO Status Report,\n(2) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (3) CREFC®\nTotal Loan Report, (4) the CREFC® Servicer Watch List/Portfolio Review Guidelines, (5) the CREFC®\nFinancial File, (6) the CREFC® Property File, (7) except for the first two Distribution Dates, the CREFC®\nComparative Financial Status Report, (8) the CREFC® Loan Level Reserve/LOC Report, (9) the CREFC®\nAdvance Recovery Report and (10) the CREFC® Delinquent Loan Status Report.\n\n - 378 - \n\n \n\nWith respect to each Serviced\nCompanion Loan that is held by an Other Securitization Trust, the Master Servicer shall deliver or cause to be delivered to the related\nOther Servicer all reports required to be delivered by the Master Servicer to the Certificate Administrator pursuant to this Section 4.02(b)\n(which shall include all loan-level reports constituting the CREFC® Investor Reporting Package (IRP)), to the extent related to\nsuch Serviced Companion Loan, the related Mortgaged Property or the related Mortgage Note, no later than the earlier of (x) the Master\nServicer Remittance Date and (y) the Business Day immediately following the “determination date” (or analogous concept) set\nforth in the related Other Pooling and Servicing Agreement.\n\nNo later than the Business\nDay prior to each Distribution Date except for the first two Distribution Dates, the Master Servicer shall deliver to the Certificate\nAdministrator and the Operating Advisor (by electronic means) the CREFC® Comparative Financial Status Report for each\nTrust Loan or related Mortgaged Property as of the Determination Date immediately preceding the preparation of such report for each of\nthe following three periods (but only to the extent the related Mortgagor is required by the Mortgage to deliver and does deliver, or\notherwise agrees to provide and does provide, such information): (a) the most current available year-to-date; (b) each\nof the previous two full fiscal years stated separately (to the extent such information is in the Master Servicer’s possession);\nand (c) the “base year” (representing the original analysis of information used as of the Cut-off Date).\n\nThe Master Servicer shall\nprovide to the Certificate Administrator the CREFC® Loan Setup File no later than 4:00 p.m. on the third Business\nDay before the first Distribution Date to the extent it has received from the Mortgage Loan Sellers one or more spreadsheets (with the\ndata fields filled) containing the data necessary for the completion of the aggregate pool-wide CREFC® Loan Setup\nFile.\n\nNo later than 2:00 p.m.,\nNew York City time, on the second Business Day prior to each Distribution Date, the Master Servicer shall deliver to the Certificate Administrator\n(i) a CREFC® Loan Periodic Update File setting forth certain information with respect to the Trust Loans and Mortgaged\nProperties and (ii) the CREFC® Appraisal Reduction Template, to the extent received, or prepared pursuant to Section 3.10(a)\nof this Agreement, by the Master Servicer.\n\nThe Master Servicer shall\nprepare the initial CREFC® Financial File and the initial CREFC® Loan Periodic Update File based on the\ninitial data with respect to each Mortgage Loan provided by the Mortgage Loan Sellers pursuant to the respective Mortgage Loan Purchase\nAgreements.\n\nNot later than 5:00 p.m.\n(New York City time) on each Distribution Date beginning June 2026, the Master Servicer shall deliver to the Certificate Administrator\n(and the Certificate Administrator shall deliver to the Depositor by email, to the Depositor’s email addresses set forth in Section 12.04)\na single CREFC® Schedule AL File (with respect to each Mortgage Loan that was part of the Mortgage Pool during any portion\nof the related reporting period covered by the Form 10-D required to be filed with respect to the subject Distribution Date pursuant\nto Section 10.04) and the related Schedule AL Additional File, in each case, in EDGAR-Compatible Format and Excel format;\n*provided*, *however*, that the Master Servicer shall have no obligation to prepare or deliver the CREFC® Schedule\nAL File or the Schedule AL Additional File unless and\n\n - 379 - \n\n \n\nuntil the Master Servicer receives the Initial\nSchedule AL File and the Initial Schedule AL Additional File from the Depositor in EDGAR-Compatible Format and Excel format; and *provided*,\n*further*, that, if the Master Servicer has not received the Initial Schedule AL File and the Initial Schedule AL Additional File\nfrom the Depositor prior to the time it would need the Initial Schedule AL File and the Initial Schedule AL Additional File in order for\nthe Master Servicer to prepare the CREFC® Schedule AL File with respect to the first Distribution Date, the Master Servicer\nshall request the Initial Schedule AL File and the Initial Schedule AL Additional File from the Depositor, including by email to the email\naddresses for the Depositor set forth in Section 12.04. If the CREFC® Schedule AL File is not provided by the\nMaster Servicer to the Certificate Administrator by 5:00 p.m. (New York City time) on any Distribution Date, the Certificate Administrator\nshall notify the Depositor in writing and also request such CREFC® Schedule AL File from the Master Servicer via email\nto *investorreporting@trimont.com*. Any questions that the Depositor may have relating to any CREFC® Schedule AL File\nand Schedule AL Additional File prepared by the Master Servicer shall be directed to *investorreporting@trimont.com*. The Master\nServicer shall be entitled to conclusively rely, absent manifest error, without any due diligence, investigation or verification, on the\ncontent, completeness and accuracy of the Initial Schedule AL File, the Initial Schedule AL Additional File and Annex A to the Prospectus,\nin each case, as of the Closing Date. Any Schedule AL Additional File that the Master Servicer determines, in accordance with the Servicing\nStandard, to deliver in connection with any CREFC® Schedule AL File prepared by the Master Servicer pursuant to this paragraph\nshall be delivered in EDGAR-Compatible Format and in Excel format to the Certificate Administrator concurrently with the delivery\nof the related CREFC® Schedule AL File. With respect to each Outside Serviced Mortgage Loan, the Master Servicer shall\ninclude the analogous CREFC® Schedule AL File and/or Schedule AL Additional File, as applicable, information that it receives\nfrom the related Outside Servicer under the applicable Outside Servicing Agreement in the single CREFC® Schedule AL File\nand/or Schedule AL Additional File, as applicable, that it delivers to the Certificate Administrator for the subject Distribution Date.\n\nIn addition, the Master Servicer\n(with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable,\nshall prepare the following with respect to each Mortgaged Property and REO Property, in each case other than with respect to any Outside\nServiced Mortgage Loan:\n\n(i)                                Within 30 days\nafter receipt of a quarterly operating statement, if any, for each calendar quarter, commencing with respect to the calendar quarter\nending September 30, 2026, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor\nis required by the related Loan Documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for\nsuch Mortgaged Property or REO Property as of the end of such calendar quarter; *provided*, *however*, that any analysis or\nreport with respect to the first calendar quarter of each year shall not be required to the extent provided in the then current applicable\nCREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis\nor report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged Property\nis analyzed on a trailing 12-month basis, or if the related Serviced Trust Loan is on the CREFC® Servicer Watch List). The Master\nServicer (with respect to Performing Serviced Loans) or\n\n - 380 - \n\n \n\nSpecial Servicer (with respect to Specially\nServiced Loans and REO Properties), as applicable, shall deliver to the Certificate Administrator, the Operating Advisor and each related\nServiced Companion Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) by\nelectronic means the CREFC® Operating Statement Analysis Report upon request; and\n\n(ii)                             Within 30 days\nafter receipt by the Special Servicer (with respect to Specially Serviced Loans and REO Properties) or the Master Servicer (with respect\nto Performing Serviced Loans) of any annual operating statement or rent rolls, commencing with respect to the calendar year ending December\n31, 2026, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Loan\nDocuments to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation\nto “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing\nthe CREFC® Comparative Financial Status Report above. With respect to a CREFC Operating Statement Analysis Report related\nto a Serviced Loan secured by a portfolio of Mortgaged Properties, such report may be prepared on a consolidated basis with respect to\nsuch portfolio of Mortgaged Properties. The Special Servicer or the Master Servicer shall deliver to the Certificate Administrator, the\nOperating Advisor and each related Serviced Companion Loan Holder (or the master servicer or special servicer for the related Other Securitization\nTrust on its behalf) by electronic means the CREFC® NOI Adjustment Worksheet upon request.\n\nNotwithstanding anything to the contrary contained\nherein, with respect to any Serviced Loan related to any Significant Obligor, (i) the Master Servicer shall be required to complete any\nCREFC files, reports and/or templates necessary in order to comply with the Master Servicer’s obligations under Section 10.11\nof this Agreement and the Exchange Act filing obligations of the Depositor and/or any Other Depositor, as applicable, with respect to\nsuch Significant Obligor, and (ii) for the avoidance of doubt, the Special Servicer shall (A) continue to be responsible for collecting\nthe financial statements and calculating net operating income with respect to Specially Serviced Mortgage Loans and REO Properties as\nprovided in Section 3.02(a) and in this Section 4.02(b) and (B) provide any other information reasonably requested in writing\nby the Master Servicer (to the extent such information is in the Special Servicer’s possession) for the Master Servicer to comply\nwith its obligations under clause (i) above.\n\nThe Certificate Administrator\nshall deliver or shall cause to be delivered, upon request, to the Rule 17g-5 Information Provider (for posting to the Rule 17g-5\nInformation Provider’s Website pursuant to Section 12.13 of this Agreement), to each Trust Certificateholder, to each\nparty hereto, to any Underwriter and/or to any Initial Purchaser and to each Person that provides the Certificate Administrator with an\nInvestor Certification a copy of the CREFC® Operating Statement Analysis Report and CREFC® NOI Adjustment\nWorksheet most recently performed by the Master Servicer with respect to any Mortgage Loan or Serviced Whole Loan and delivered to the\nCertificate Administrator.\n\nUpon request (and in any\nevent, not more frequently than once per month), the Master Servicer shall forward to the Certificate Administrator (as to the Collection\nAccount), the\n\n - 381 - \n\n \n\nOperating Advisor, any related Serviced Companion\nLoan Holder or the master servicer or special servicer for the related Other Securitization Trust on its behalf (as to the related Whole\nLoan Custodial Account) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13\nof this Agreement, the Rule 17g-5 Information Provider a statement, setting forth the status of the Collection Account and each\nWhole Loan Custodial Account as of the close of business on such Master Servicer Remittance Date, stating that all remittances to the\nCertificate Administrator required by this Agreement to be made by the Master Servicer have been made (or, in the case of any such required\nremittance that has not been made by the Master Servicer, specifying the nature and status thereof) and showing, for the period from the\npreceding Master Servicer Remittance Date (or, in the case of the first Master Servicer Remittance Date, from the Cut-off Date) to such\nMaster Servicer Remittance Date, the aggregate of deposits into and withdrawals from the Collection Account and each Whole Loan Custodial\nAccount for each category of deposit specified in Section 3.05(a) or 3.05A(a), as applicable, of this Agreement and\neach category of withdrawal specified in Section 3.06 of this Agreement. The Master Servicer shall also deliver to the Certificate\nAdministrator and (solely as to a Serviced Whole Loan) the related Serviced Companion Loan Holder, upon reasonable request of the Certificate\nAdministrator or any Serviced Companion Loan Holder, any and all additional information relating to the Mortgage Loans or Serviced Whole\nLoans in the possession of the Master Servicer (which information shall be based upon reports delivered to the Master Servicer by the\nSpecial Servicer with respect to Specially Serviced Loans and REO Properties).\n\nFurther, the Master Servicer\nshall cooperate with the Special Servicer and provide the Special Servicer with the information in the possession of the Master Servicer\nreasonably requested by the Special Servicer, in writing, to the extent required to allow the Special Servicer to perform its obligations\nunder this Agreement with respect to those Trust Loans serviced by the Master Servicer.\n\nThe obligation of the Master\nServicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Master Servicer having received\nfrom the Special Servicer in a timely manner the related reports and information in the possession of the Special Servicer necessary or\nrequired to enable the Master Servicer to prepare and deliver such reports. The Master Servicer shall not be responsible for the accuracy\nor content of any report, document or information furnished by the Special Servicer to the Master Servicer pursuant to this Agreement\nand accepted by the Master Servicer in good faith pursuant to this Agreement.\n\nThe obligation of the Special\nServicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Special Servicer having received\nfrom the Master Servicer in a timely manner the related reports and information in the possession of the Master Servicer necessary or\nrequired to enable the Special Servicer to prepare and deliver such reports. The Special Servicer shall not be responsible for the accuracy\nor content of any report, document or information furnished by the Master Servicer to the Special Servicer pursuant to this Agreement\nand accepted by the Special Servicer in good faith pursuant to this Agreement.\n\nWith respect to an Outside\nServiced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the same Persons\nas described above in this Section 4.02(b) and according to the same time frames as described above in this Section 4.02(b),\nwith reasonable promptness following such Master Servicer’s receipt of\n\n - 382 - \n\n \n\nsuch information from the related Outside Servicer\nunder the applicable Outside Servicing Agreement.\n\n(c)               \nNot later than 5:00 p.m. New York time on each Determination Date, the Special Servicer shall forward to the Master Servicer,\nfor each Specially Serviced Loan and REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), a CREFC®\nSpecial Servicer Loan File and CREFC® Special Servicer Property File. The Special Servicer shall also deliver to the Certificate\nAdministrator, upon the reasonable written request of the Certificate Administrator, any and all additional information in the possession\nof the Special Servicer relating to the Specially Serviced Loans and the REO Properties (other than an REO Property related to an Outside\nServiced Mortgage Loan).\n\nThe Special Servicer shall\ncooperate with the Master Servicer and provide the Master Servicer with the information in the possession of the Special Servicer reasonably\nrequested by the Master Servicer, in writing, to the extent required to allow the Master Servicer to perform its obligations under this\nAgreement with respect to the Specially Serviced Loans and REO Properties (other than an REO Property related to an Outside Serviced Mortgage\nLoan).\n\nThe Master Servicer may make\navailable to Privileged Persons copies of any reports or files prepared by the Master Servicer pursuant to this Agreement. The Master\nServicer may make information concerning the Mortgage Loans or Serviced Whole Loans available on any website that it has established.\n\nWith respect to an Outside\nServiced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the extent\nreceived from the related Outside Servicer or the related Outside Special Servicer, as applicable, to the same Persons as described above\nin this Section 4.02(c) and according to the same time frames as described above in this Section 4.02(c), with\nreasonable promptness following such Master Servicer’s receipt of such information from the related Outside Servicer under the related\nOutside Servicing Agreement.\n\nUpon the reasonable request\nof (i) any Trust Certificateholder, Beneficial Owner or Uncertificated Interest Owner that has delivered an appropriate Investor Certification\nor (ii) any other Privileged Person so identified by a Trust Certificateholder, a Beneficial Owner, an Uncertificated Interest Owner or\nan Underwriter, the Master Servicer shall provide (or forward electronically) at the expense of such Privileged Person, Trust Certificateholder,\nBeneficial Owner or Uncertificated Interest Owner, as applicable, copies of any appraisals, operating statements, rent rolls and financial\nstatements obtained by the Master Servicer; *provided* that in no event shall an Excluded Controlling Class Holder be entitled to\nExcluded Information with respect to an Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower Party; and *provided,\nfurther*, that no Trust Certificateholders, Beneficial Owners or Uncertificated Interest Owner shall be given access to or be provided\ncopies of, any Mortgage Files or Diligence Files except, solely with respect to Mortgage Files, as otherwise provided in Section 8.11(b)\nof this Agreement.  In connection with such request, the Master Servicer may require (1) a written confirmation executed by the requesting\nPerson substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that (a) such Person\nwill keep such information confidential and will use such information only for the purpose of analyzing asset\n\n - 383 - \n\n \n\nperformance and evaluating any continuing rights\nthe Trust Certificateholder, Beneficial Owner or Uncertificated Interest Owner may have under this Agreement and (b) if the requesting\nparty is neither a Trust Certificateholder nor a Beneficial Owner and is not an Uncertificated Interest Owner, such Person is Privileged\nPerson, and (2) payment of a sum sufficient to cover the reasonable costs and expenses of providing copies of such reports or information\n(which amounts in any event are not reimbursable as Additional Trust Fund Expenses), except that, other than for extraordinary or duplicate\nrequests, any Directing Holder or Consulting Party (other than the holder of a Serviced Companion Loan held outside the Trust or its representative)\nwill be entitled to reports and information free of charge.  For the avoidance of doubt, the Master Servicer shall not make any Asset\nStatus Reports or Final Asset Status Reports available to any Trust Certificateholders, any Beneficial Owners or any Uncertificated Interest\nOwner on its website.  None of the parties to this Agreement shall provide any Asset Status Report or any Final Asset Status Report\nto the Certificate Administrator (*provided* that the Special Servicer shall provide a summary of each Final Asset Status Report\nto the Certificate Administrator pursuant to Section 3.21(b)).  If the Certificate Administrator receives any Asset Status\nReport or any Final Asset Status Report, the Certificate Administrator shall not provide any such Asset Status Report or any Final Asset\nStatus Report to any Certificateholder, any Beneficial Owner or any  Uncertificated Interest Owner and shall not post any such Asset\nStatus Report or any Final Asset Status Report to the Certificate Administrator’s Website.  As an alternative to providing\ncopies of any information as contemplated by this paragraph, the Master Servicer may, consistent with the terms above and the other terms\nof this Agreement, provide access to such information on its website at no expense to the requesting party.\n\n(d)              \nThe Master Servicer shall withdraw from the Collection Account and pay the CREFC® Intellectual Property Royalty\nLicense Fee to CREFC® in accordance with Section 3.06(a)(vi) on a monthly basis, from funds on deposit in the\nCollection Account. Any payments of the CREFC® Intellectual Property Royalty License Fee shall be made to “CRE Finance Council”\nand delivered by wire transfer pursuant to instructions provided by CREFC® to the Master Servicer.\n\n(e)               \nUpon the reasonable request of the Controlling Class Representative or any Controlling Class Certificateholder that, in either\ncase, is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Mortgage Loan identified to the Master\nServicer’s (in the case of a Performing Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan)\nreasonable satisfaction (at the expense of the Controlling Class Representative or such Controlling Class Certificateholder) and if such\ninformation is in the Master Servicer’s or Special Servicer’s possession, as applicable, the Master Servicer or Special Servicer,\nshall provide or make available (or forward electronically) to the Controlling Class Representative or such Controlling Class Certificateholder,\nas applicable, (at the expense of the Controlling Class Representative or such Controlling Class Certificateholder, as applicable) any\nExcluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not accessible to the\nControlling Class Representative or such Controlling Class Certificateholder, as applicable, through the Certificate Administrator’s\nWebsite because the Controlling Class Representative or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling\nClass Holder with respect to another Excluded Controlling Class Mortgage Loan) relating to any Excluded Controlling Class Mortgage\n\n - 384 - \n\n \n\nLoan with respect to which the Controlling\nClass Representative or such Controlling Class Certificateholder, as applicable, is not a Borrower Party; *provided* that, in connection\ntherewith, the Master Servicer or Special Servicer may require a written confirmation executed by the requesting Person substantially\nin such form as may be reasonably acceptable to the Master Servicer or Special Servicer, generally to the effect that such Person is the\nControlling Class Representative or a Controlling Class Certificateholder, will keep such Excluded Information confidential and is not\na Borrower Party, upon which the Master Servicer or Special Servicer may conclusively rely. In addition, the Master Servicer and the Special\nServicer shall be entitled to conclusively rely on delivery from the Controlling Class Representative or a Controlling Class Certificateholder,\nas applicable, of an Investor Certification substantially in the form of Exhibit M-1C that such Controlling Class Representative\nor Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan. For the\navoidance of doubt, the Special Servicer referenced in this Section 4.02(e) shall include any applicable Excluded Mortgage\nLoan Special Servicer with respect to the related Excluded Special Servicer Mortgage Loan(s).\n\n(f)               \nFor the purposes of obtaining information and notices (including access to information and notices on the Certificate Administrator’s\nWebsite) pursuant to this Section 4.02, in the case of a Whole Loan with a related Directing Holder or Consulting Party (other\nthan the Controlling Class Representative and other than a Risk Retention Consultation Party), such Directing Holder or Consulting Party,\nas applicable, shall be required to certify in the applicable Investor Certification that it is not a borrower party, borrower restricted\nparty, restricted holder or any other analogous concept under the related Co-Lender Agreement, and references to “Borrower Party”\nshall be deemed to refer to a “borrower party”, “borrower restricted party”, “restricted holder” or\nany other analogous concept under the related Co-Lender Agreement.\n\n(g)              \nUpon receipt by the Master Servicer of any notice pursuant to Section 3.24(b) of the Special Servicer’s entry into\na forbearance agreement (or any agreement similar thereto) that provides for a temporary deferral or similar temporary accommodation with\nrespect to all or a portion of the related Monthly Payments with respect to a Mortgage Loan, the Master Servicer shall make appropriate\nadjustments to the Schedule AL File in accordance with Section 4.02(b) of this Agreement. The Master Servicer shall promptly notify\nthe Depositor and the Certificate Administrator in writing (which notification may be in the form of electronic mail) following the Master\nServicer’s entry into a forbearance agreement (or any agreement similar thereto) that provides for a temporary deferral or similar\ntemporary accommodation with respect to all or a portion of the related Monthly Payments with respect to a Mortgage Loan. With respect\nto any Mortgage Loan as to which that the Master Servicer receives notice that such Mortgage Loan has become subject to, or as to which\nthe Master Servicer has entered into, a forbearance agreement (or any agreement similar thereto) that provides for a temporary deferral\nor similar temporary accommodation with respect to all or a portion of the related Monthly Payments during the reporting period covered\nby any CREFC® Schedule AL File prepared by the Master Servicer, the Master Servicer shall include as part of such CREFC® Schedule\nAL File the appropriate code designations indicating (or to the extent such information cannot be sufficiently indicated via an available\ncode designation, a contemporary explanatory note\n\n - 385 - \n\n \n\nin the related Schedule AL Additional\nFile indicating) that such Mortgage Loan is in forbearance, and if such Mortgage Loan is reported in such CREFC® Schedule AL File\nas “current” during the applicable forbearance period, the Master Servicer shall include a contemporary explanatory note in\nthe related Schedule AL Additional File to reflect that the related Mortgagor is in compliance with such forbearance agreement or similar\nagreement.\n\nSection 4.03                \nCompliance With Withholding Requirements.\n\n(a)               \nNotwithstanding any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements\nwith respect to payments to Trust Certificateholders and Uncertificated Interest Owners of interest or original issue discount that the\nPaying Agent reasonably believes are applicable under the Code.  The consent of Trust Certificateholders and/or Uncertificated Interest\nOwners shall not be required for any such withholding.  In the event the Paying Agent or its agent withholds any amount from interest\nor original issue discount payments or advances thereof to any Trust Certificateholder or Uncertificated Interest Owners pursuant to federal\nwithholding requirements, the Paying Agent shall indicate the amount withheld to such Trust Certificateholder or such Uncertificated Interest\nOwner.  Any amount so withheld shall be treated as having been distributed to such Trust Certificateholder or such Uncertificated\nInterest Owner for all purposes of this Agreement.\n\n(b)              \nEach Beneficial Owner, Trust Certificateholder and Uncertificated Interest Owner, by the purchase of a Trust Certificate or an\nUncertificated Interest or its acceptance of a beneficial interest therein, acknowledges that interest on the Trust Certificates and the\nUncertificated Interests will be treated as United States source interest, and, as such, United States withholding tax may apply. Each\nsuch Beneficial Owner, each such Trust Certificateholder and each such Uncertificated Interest Owner further agrees, upon request, to\nprovide any certifications that may be required under applicable law, regulations or procedures to evidence its status for United States\nwithholding tax purposes and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments\nto it under the Trust Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting\nthe foregoing, if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the\nrecipient of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable),\nsuch recipient shall deliver to the Paying Agent, with a copy to each of the Trustee and the Certificate Administrator, at the time or\ntimes prescribed by the Code and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation prescribed\nby the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by\nthe Paying Agent, the Trustee or the Certificate Administrator to comply with their respective obligations under FATCA, to determine that\nsuch recipient has complied with such recipient’s obligations under FATCA, or to determine the amount to deduct and withhold from\nsuch payment. For these purposes, “FATCA” means Section 1471 through 1474 of the Code and any regulations or official\ninterpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue\n\n - 386 - \n\n \n\nService thereunder as a precondition\nto relief or exemption from taxes under such Sections, regulations and interpretations), any agreements entered into pursuant to Code\nSection 1471(b)(1), and including any amendments made to FATCA after the date of this Agreement.\n\nSection 4.04                \nREMIC Compliance.\n\n(a)               \nThe parties intend that each Trust REMIC shall constitute, and that the affairs of each Trust REMIC shall be conducted so as to\nqualify it as, a “real estate mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions, and\nthe provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Certificate Administrator\nshall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each Trust REMIC and shall\non behalf of each Trust REMIC: (i) prepare, timely deliver to the Trustee for execution (and the Trustee shall timely execute) and\nfile, or cause to be prepared and filed, all required Tax Returns for each Trust REMIC, using a calendar year as the taxable year for\neach Trust REMIC when and as required by the REMIC Provisions and other applicable federal, state or local income tax laws; (ii) make\nan election, on behalf of each Trust REMIC, to be treated as a REMIC on IRS Form 1066 for its first taxable year ending December\n31, 2026, in accordance with the REMIC Provisions; (iii) prepare and forward, or cause to be prepared and forwarded, to the Trust\nCertificateholders (other than the Holders of the Class S Certificates), the Uncertificated Interest Owners and the IRS and applicable\nstate and local tax authorities all information reports as and when required to be provided to them in accordance with the REMIC Provisions\nof the Code; (iv) if the filing or distribution of any documents of an administrative nature not addressed in clauses (i) through\n(iii) of this Section 4.04(a) is then required by the REMIC Provisions in order to maintain the status of each Trust\nREMIC as a REMIC or is otherwise required by the Code, prepare, sign and file or distribute, or cause to be prepared and signed and filed\nor distributed, such documents with or to such Persons when and as required by the REMIC Provisions or the Code or comparable provisions\nof state and local law; (v) obtain a taxpayer identification number for each Trust REMIC on IRS Form SS-4, and, within thirty days\nof the Closing Date, furnish or cause to be furnished to the IRS, on IRS Form 8811 or as otherwise may be required by the Code, the\nname, title and address of the Person that the Trust Certificateholders and Uncertificated Interest Owners may contact for tax information\nrelating thereto (and the Certificate Administrator shall act as the representative of each Trust REMIC for this purpose), together with\nsuch additional information as may be required by such IRS Form, and shall update such information at the time or times and in the manner\nrequired by the Code (and the Depositor agrees within 10 Business Days of the Closing Date to provide any information reasonably requested\nby the Master Servicer or the Certificate Administrator and necessary to make such filing); and (vi) maintain such records relating\nto each Trust REMIC as may be necessary to prepare the foregoing returns, schedules, statements or information, such records, for federal\nincome tax purposes, to be maintained on a calendar year and on an accrual basis.\n\nThe Certificate Administrator\nshall be the “partnership representative” of each Trust REMIC (within the meaning of Code Section 6223, to the extent\nsuch provision is applicable to the Trust REMICs). The Certificate Administrator shall make any elections allowed under the\n\n - 387 - \n\n \n\nCode (i) to avoid the application of Section 6221\nof the Code (or successor provision) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of the Code\nof any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any holder of any residual interest\nof any Trust REMIC, past or present. Each Holder of a Percentage Interest in the Class R Certificates, by acceptance thereof, is\ndeemed to agree to any such elections and to the Certificate Administrator’s acting as “partnership representative”\nof each Trust REMIC that can be designated under the Code.\n\nThe Certificate Administrator\nshall not intentionally take any action or intentionally omit to take any action within its control and the scope of its duties if, in\ntaking or omitting to take such action, the Certificate Administrator knows that such action or omission (as the case may be) would\ncause the termination of the REMIC status of a Trust REMIC or the imposition of tax on a Trust REMIC (other than a tax on income expressly\npermitted or contemplated to be received by the terms of this Agreement).\n\nNotwithstanding any provision\nof this paragraph or the three preceding paragraphs to the contrary, the Certificate Administrator shall not be required to take any action\nthat the Certificate Administrator in good faith believes to be inconsistent with any other provision of this Agreement, nor shall the\nCertificate Administrator be deemed in violation of this paragraph if it takes any action expressly required or authorized by any other\nprovision of this Agreement, and the Certificate Administrator shall have no responsibility or liability with respect to any act or omission\nof the Depositor or the Master Servicer which does not enable the Certificate Administrator to comply with any of clauses (i) through\n(vi) of the third preceding paragraph or which results in any action contemplated by clauses (i) through (iii) of the next succeeding\nsentence. In this regard the Certificate Administrator shall (i) not allow the occurrence of any “prohibited transactions”\nwithin the meaning of Code Section 860F(a), unless the party seeking such action shall have delivered to the Certificate Administrator\nan Opinion of Counsel (at such party’s expense) that such occurrence would not (a) result in a taxable gain, (b) otherwise\nsubject a Trust REMIC to tax (other than a tax at the corporate tax rate on net income from foreclosure property), or (c) cause any\nTrust REMIC to fail to qualify as a REMIC for federal income tax purposes; (ii) not allow a Trust REMIC to receive income from the\nperformance of services or from assets not permitted under the REMIC Provisions to be held by such Trust REMIC (*provided*, *however*,\nthat the receipt of any income expressly permitted or contemplated by the terms of this Agreement shall not be deemed to violate this\nclause); and (iii) not permit the creation of any “interests,” within the meaning of the REMIC Provisions, (A) in the\nUpper-Tier REMIC other than the Regular Certificates, the Uncertificated VRR Interest, the Loan-Specific Certificates, the Loan-Specific\nUncertificated Interests and the Upper-Tier Residual Interest, (B) in the Lower-Tier REMIC other than the Lower-Tier Regular\nInterests and the Lower-Tier Residual Interest or (C) in a Trust Subordinate Companion Loan REMIC other than the related Trust\nSubordinate Companion Loan REMIC Regular Interests and the related Trust Subordinate Companion Loan REMIC Residual Interest. None of the\nTrustee, the Master Servicer, the Special Servicer or the Depositor shall be responsible or liable for any failure by the Certificate\nAdministrator to comply with the provisions of this Section 4.04. The Depositor, the Master Servicer and the Special Servicer\nshall cooperate in a timely manner with the Certificate Administrator in supplying any information within the Depositor’s, the Master\nServicer’s or the Special Servicer’s control (other than any confidential information) that is reasonably necessary to\nenable the Certificate Administrator to perform its duties under this Section 4.04.\n\n - 388 - \n\n \n\n(b)              \nThe following assumptions are to be used for purposes of determining the anticipated payments of principal and interest for calculating\nthe original yield to maturity and original issue discount with respect to the Regular Certificates, the Uncertificated VRR Interest,\nthe Loan-Specific Certificates and the Loan-Specific Uncertificated Interests: (i) each Trust Loan will pay principal and interest\nin accordance with its terms and scheduled payments will be timely received on their Due Dates, *provided* that the Mortgage Loans\nin the aggregate will prepay in accordance with the Prepayment Assumption; (ii) none of the Master Servicer, the Special Servicer,\nthe Depositor and the Class R Certificateholder will exercise the right described in Section 9.01 of this Agreement to\ncause early termination of the Trust Fund; and (iii) no Trust Loan is repurchased or substituted for by the applicable Mortgage Loan\nSeller pursuant to Article II of this Agreement.\n\nSection 4.05                \nImposition of Tax on the Trust REMICs. In the event that any tax, including interest, penalties or assessments, additional\namounts or additions to tax, is imposed on a Trust REMIC, such tax shall be charged against amounts otherwise distributable with respect\nto the Regular Certificates, the Uncertificated VRR Interest, the Loan-Specific Certificates, the Loan-Specific Uncertificated Interests\nand the Class R Certificates, as applicable; *provided* that any taxes imposed on any net income from foreclosure property pursuant\nto Code Section 860G(d) or any similar tax imposed by a state or local jurisdiction shall instead be treated as an expense of\nthe related REO Property in determining Net REO Proceeds with respect to the REO Property (and until such taxes are paid, the Special\nServicer from time to time shall withdraw from the REO Account and transfer to the Certificate Administrator for deposit into the Distribution\nAccounts, as applicable, amounts reasonably determined by the Certificate Administrator to be necessary to pay such taxes, and the Certificate\nAdministrator shall return to the Special Servicer the excess determined by the Certificate Administrator from time to time of the amount\nin excess of the amount necessary to pay such taxes); *provided* that any such tax imposed on net income from foreclosure property\nthat exceeds the amount in any such reserve shall be retained from Aggregate Available Funds or the applicable Trust Subordinate Companion\nLoan Available Funds, as applicable, as provided in Section 3.06(a)(vii) of this Agreement and the next sentence. Except as\nprovided in the preceding sentence, the Certificate Administrator is hereby authorized to and shall retain or cause to be retained from\nthe Distribution Account in determining the amount of Aggregate Available Funds or the applicable Trust Subordinate Companion Loan Available\nFunds, as applicable, sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the applicable\nTrust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of the Trust Fund,\nany such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).\nThe Certificate Administrator is hereby authorized to and shall segregate or cause to be segregated, into a separate non-interest\nbearing account, (i) the net income from any “prohibited transaction” under Code Section 860F(a) or (ii) the\namount of any contribution to a Trust REMIC after the Startup Day that is subject to tax under Code Section 860G(d) and use such\nincome or amount, to the extent necessary, to pay such tax (and return the balance thereof, if any, to the related Distribution Account).\nTo the extent that any such tax is paid to the IRS, the Certificate Administrator shall retain an equal amount from future amounts otherwise\ndistributable to the Holders of the Class R Certificates in respect of the related residual interest and shall distribute such retained\namounts to the Holders of the Regular Certificates in respect of such Certificates, to the Uncertificated VRR Interest Owner in respect\nof the Uncertificated VRR Interest, to the Holders of the Loan-Specific Certificates in respect of such\n\n - 389 - \n\n \n\nLoan-Specific Certificates and to each Loan-Specific\nUncertificated Interest Owner in respect of its Loan-Specific Uncertificated Interest or to the Certificate Administrator in respect of\nthe Lower-Tier Regular Interests or the Trust Subordinate Companion Loan REMIC Regular Interests, as applicable, until they are fully\nreimbursed and *then* to the Holders of the Class R Certificates in respect of the related residual interest. None of the Master\nServicer, the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any taxes imposed on a Trust REMIC\nexcept to the extent such tax is attributable to a breach of a representation or warranty of the Master Servicer, the Special Servicer,\nthe Certificate Administrator or the Trustee or an act or omission of the Master Servicer, the Special Servicer, the Certificate Administrator\nor the Trustee in contravention of this Agreement in both cases, *provided*, *further*, that such breach, act or omission could\nresult in liability under Section 6.03, in the case of the Master Servicer or the Special Servicer, as applicable, or Section 4.04\nor Section 8.01, in the case of the Certificate Administrator or the Trustee. Notwithstanding anything in this Agreement to\nthe contrary, in each such case, the Master Servicer or the Special Servicer shall not be responsible for the Certificate Administrator’s,\nthe Authenticating Agent’s, the Certificate Registrar’s, the Paying Agent’s or the Trustee’s breaches, acts or\nomissions, and the Trustee shall not be responsible for the breaches, acts or omissions of the Certificate Administrator, the Master Servicer,\nthe Special Servicer, the Authenticating Agent, the Certificate Registrar or the Paying Agent, and the Certificate Administrator shall\nnot be responsible for the breaches, acts or omissions of the Trustee, the Master Servicer, the Special Servicer and, in each case if\na different entity than the Certificate Administrator, the Authenticating Agent, the Certificate Registrar or the Paying Agent.\n\nSection 4.06                \nRemittances; P&I Advances.\n\n(a)               \nOn the Master Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer shall:\n\n(i)                                      remit to the Certificate\nAdministrator (A) for deposit in the Lower-Tier REMIC Distribution Account an amount equal to the Yield Maintenance Charges applicable\nto the Mortgage Loans (but not a Companion Loan) received by the Master Servicer during the Collection Period relating to such Distribution\nDate (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer as of the close of business on the Business\nDay immediately preceding the applicable Master Servicer Remittance Date and not previously so remitted to the Certificate Administrator)\nand (B) for deposit in the related Trust Subordinate Companion Loan REMIC Distribution Account an amount equal to the Yield Maintenance\nCharges applicable to a Trust Subordinate Companion Loan received by the Master Servicer during the Collection Period relating to such\nDistribution Date;\n\n(ii)                             remit to the\nCertificate Administrator (A) for deposit in the Lower-Tier REMIC Distribution Account an amount equal to the Aggregate Available\nFunds applicable to the Mortgage Loans (other than the amounts referred to in clause (iv) below and any Initial Interest Deposit\nAmounts and Withheld Amounts applicable to the Mortgage Loans to be transferred from the related Interest Reserve Account), and (B) for\ndeposit in the related Trust Subordinate Companion Loan REMIC Distribution Account an amount equal to the Trust\n\n - 390 - \n\n \n\nSubordinate Companion Loan Available Funds\napplicable to a Trust Subordinate Companion Loan (other than the amounts referred to in clause (iv) below and any Initial Interest\nDeposit Amounts and Withheld Amounts applicable to such Trust Subordinate Companion Loan to be transferred from the related Interest Reserve\nAccount);\n\n(iii)                                remit to CREFC®\nthe CREFC® Intellectual Property Royalty License Fee;\n\n(iv)                               make a P&I\nAdvance (A) with respect to the Certificates and the Uncertificated VRR Interest by remittance to the Certificate Administrator for deposit\ninto the Lower-Tier REMIC Distribution Account, in an amount equal to the sum of the Applicable Monthly Payments for each Mortgage\nLoan (including any Outside Serviced Mortgage Loan, any REO Mortgage Loan and any Mortgage Loan related to a Whole Loan, but not a Companion\nLoan) to the extent such amounts were not received by the Master Servicer on such Mortgage Loan as of the close of business on the Determination\nDate (without regard to any grace period) in the same month as (or, in the case of an Outside Serviced Mortgage Loan, was not received\nby the Master Servicer on such Mortgage Loan as of the close of business on the Business Day immediately preceding) such Master Servicer\nRemittance Date), and (B) with respect to the Loan-Specific Certificates and any Loan-Specific Uncertificated Interest relating to any\nparticular Trust Subordinate Companion Loan by remittance to the Certificate Administrator for deposit into the related Trust Subordinate\nCompanion Loan REMIC Distribution Account, in an amount equal to the Applicable Monthly Payment for such Trust Subordinate Companion\nLoan to the extent such amount was not received by the Master Servicer on such Trust Subordinate Companion Loan as of the close of business\non the Determination Date (without regard to any grace period) in the same month as such Master Servicer Remittance Date, except that,\nin each case, the portion of any such P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee for\neach such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, shall not be remitted to the Certificate Administrator but\nshall instead be remitted to CREFC® and the portion of such P&I Advance equal to, in each case if and as applicable\nto the subject Trust Loan, the Asset Representations Reviewer Ongoing Fee, the Operating Advisor Fee or the Trustee/Certificate Administrator\nFee, to the extent the subject fee remains unpaid to the applicable party hereunder, shall be deposited in the Collection Account or\nthe applicable Whole Loan Custodial Account, as applicable, for payment to such party;\n\n(v)                                  remit to the Certificate\nAdministrator, as compensation for it and the Trustee, the Trustee/Certificate Administrator Fee for the related Distribution Date out\nof the amounts from which it is payable;\n\n(vi)                               remit to the\nCertificate Administrator for deposit in the Excess Liquidation Proceeds Reserve Account an amount equal to the Excess Liquidation Proceeds\nreceived during the related Collection Period (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer\nas of the close of\n\n - 391 - \n\n \n\nbusiness on the Business Day immediately\npreceding the applicable Master Servicer Remittance Date and not previously so remitted to the Certificate Administrator), if any; and\n\n(vii)                            remit to the\nCertificate Administrator for deposit in the Excess Interest Distribution Account all Excess Interest for the related Distribution Date\nthen on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.06(a)(ii) through\nSection 3.06(a)(ix) of this Agreement.\n\nNeither the Master Servicer\nnor the Back-Up Advancing Agent shall be required or permitted to make an advance for Balloon Payments, Default Interest, Excess Interest\nor Yield Maintenance Charges, or delinquent Monthly Payments on the Companion Loans (other than the Trust Subordinate Companion Loans)\nor any REO Companion Loans (other than any successor REO Companion Loan with respect to a Trust Subordinate Companion Loan). The amount\nrequired to be advanced in respect of delinquent payments of interest on any Mortgage Loan or Trust Subordinate Companion Loan as to which\nan Appraisal Reduction Amount exists will equal the product of (i) the amount otherwise required to be advanced by the Master Servicer\nwith respect to delinquent payments of interest without giving effect to such Appraisal Reduction Amounts, and (ii) a fraction, the numerator\nof which is the Stated Principal Balance of such Mortgage Loan or Trust Subordinate Companion Loan as of the last day of the related Collection\nPeriod, reduced by such Appraisal Reduction Amount, and the denominator of which is the Stated Principal Balance of such Mortgage Loan\nor Trust Subordinate Companion Loan as of the last day of the related Collection Period. Appraisal Reduction Amounts shall not affect\nthe principal portion of any P&I Advances.\n\nAny amount advanced by the\nMaster Servicer pursuant to Section 4.06(a)(iv) of this Agreement shall constitute a P&I Advance for all purposes of this\nAgreement and the Master Servicer shall be entitled to reimbursement (with interest at the Advance Rate). The Special Servicer shall have\nno obligation to make any P&I Advance.\n\nThe Certificate Administrator\nshall notify the Master Servicer (and, unless the Certificate Administrator is the Back-Up Advancing Agent, shall also notify the Back-Up\nAdvancing Agent) by telephone if as of 3:00 p.m., New York City time, on the Master Servicer Remittance Date, the Certificate Administrator\nhas not received the amount of a P&I Advance required to be made by the Master Servicer hereunder. If as of 11:00 a.m., New York\nCity time, on any Distribution Date the Master Servicer shall not have made the P&I Advance required to have been made on the related\nMaster Servicer Remittance Date pursuant to Section 4.06(a)(iv) of this Agreement, the Certificate Administrator shall notify\nthe Back-Up Advancing Agent (unless the Certificate Administrator is the Back-Up Advancing Agent), and the Back-Up Advancing Agent (regardless\nof who is acting in such capacity) shall no later than 1:00 p.m., New York City time, on such Business Day deposit into the Lower-Tier\nREMIC Distribution Account or the related Trust Subordinate Companion Loan REMIC Distribution Account, as applicable, in immediately available\nfunds an amount equal to the P&I Advances otherwise required to have been made by the Master Servicer.\n\nNeither the Master Servicer\nnor the Back-Up Advancing Agent shall be obligated to make a P&I Advance as to any Monthly Payment on any date on which a P&I\nAdvance is\n\n - 392 - \n\n \n\notherwise required to be made by this Section 4.06\nif the Master Servicer or the Back-Up Advancing Agent, as applicable, or the Special Servicer determines that such Advance will be a Nonrecoverable\nAdvance. The determination by any Person with an obligation hereunder to make P&I Advances that it has made (or in the case of a determination\nby the Special Servicer, that the Master Servicer or the Back-Up Advancing Agent has made) a Nonrecoverable Advance or the determination\nby the Special Servicer, the Master Servicer or the Back-Up Advancing Agent that any proposed P&I Advance, if made, would constitute\na Nonrecoverable Advance, shall be made by such Person (i) in the case of the Master Servicer or the Special Servicer, in accordance\nwith the Servicing Standard or (ii) in the case of the Back-Up Advancing Agent, in its good faith business judgment, and shall be\nevidenced by an Officer’s Certificate as set forth in Section 4.06(b). In connection with a determination by the Special\nServicer, the Master Servicer or the Back-Up Advancing Agent as to whether a P&I Advance previously made or to be made constitutes\nor would constitute a Nonrecoverable Advance:\n\n(A)            \nany such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the\nrelated Mortgage Loan or Serviced Whole Loan as it may have been modified, to consider (among other things) the related Mortgaged\nProperties in their “as is” or then current conditions and occupancies, as modified by such party’s assumptions regarding\nthe possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider (among other\nthings) future expenses and to estimate and consider (among other things) the timing of recoveries;\n\n(B)             \nany such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination\nthat an Advance is a Nonrecoverable Advance) and may obtain at the expense of the Trust Fund any analysis, Appraisals or market value\nestimates or other information for such purposes;\n\n(C)             \nthe Special Servicer may, at its option (exercised in accordance with the Servicing Standard), make a determination in accordance\nwith the Servicing Standard that any proposed P&I Advance, if made, would be a Nonrecoverable Advance or that any outstanding P&I\nAdvance is a Nonrecoverable Advance and may deliver to the Master Servicer, the Back-Up Advancing Agent, any applicable Directing Holder\nand the Controlling Class Representative if it is an applicable Consulting Party, notice of such determination, which determination shall\nbe conclusive and binding on the Master Servicer and the Back-Up Advancing Agent; *provided* that Special Servicer shall have no\nobligation to make a determination as to whether any Property Advance or P&I Advance is a Non-Recoverable Advance;\n\n(D)            \nalthough the Special Servicer may determine whether a P&I Advance is a Nonrecoverable Advance, the Special Servicer will have\nno right to (i) make an affirmative determination that any P&I Advance previously made or to be made (or contemplated to be made)\nby the Master\n\n - 393 - \n\n \n\nServicer or the Back-Up Advancing Agent\nis, or would be, recoverable or (ii) reverse any determination that may have been made by the Master Servicer or the Back-Up Advancing\nAgent or to prohibit the Master Servicer or the Back-Up Advancing Agent from making a determination that a P&I Advance constitutes\nor would constitute a Nonrecoverable Advance; *provided* that this sentence will not be construed to limit the Special Servicer’s\nright to make a determination that a P&I Advance to be made (or contemplated to be made) would be, or a previously made Advance is,\na Nonrecoverable Advance, as described in this Section 4.06;\n\n(E)             \nany non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 4.06\nwith respect to the recoverability of P&I Advances shall be conclusive and binding on the Master Servicer (in the case of such a determination\nby the Special Servicer) and the Back-Up Advancing Agent;\n\n(F)              \nthe Master Servicer shall provide notice to the Back-Up Advancing Agent on or prior to the Master Servicer Remittance Date of any\nsuch non-recoverability determination made by the Master Servicer on or prior to such date;\n\n(G)            \nthe Back-Up Advancing Agent shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer\nthat a P&I Advance, if made, would be a Nonrecoverable Advance; *provided*, *however*, that if the Master Servicer has failed\nto make a P&I Advance for reasons other than a determination by the Master Servicer or Special Servicer that such Advance would be\na Nonrecoverable Advance, the Back-Up Advancing Agent shall make such advance within the time periods required by this Section 4.06\nunless the Back-Up Advancing Agent, in its good faith business judgment, or the Special Servicer, in accordance with the Servicing Standard,\nmakes a determination prior to the times specified in this Section 4.06 that such advance would be a Nonrecoverable Advance;\n\n(H)            \nthe Special Servicer shall report, promptly upon making a determination contemplated in this paragraph, to the Master Servicer\nthe Special Servicer’s determination as to whether any P&I Advance made with respect to any previous Distribution Date or required\nto be made with respect to a future Distribution Date with respect to any Specially Serviced Loan is a Nonrecoverable P&I Advance,\nand if the Special Servicer determines that such P&I Advance is a Nonrecoverable P&I Advance, such determination shall be conclusive\nand binding on the Master Servicer and the Back-Up Advancing Agent, and the Master Servicer and the Back-Up Advancing Agent shall be entitled\nto conclusively rely on such determination; and\n\n - 394 - \n\n \n\n(I)               \nnotwithstanding the foregoing, the Back-Up Advancing Agent may conclusively rely upon any determination by the Master Servicer\nor the Special Servicer that any P&I Advance would be recoverable (unless a non-recoverability determination has been made by\nthe other servicer in accordance with clause (E) above which is binding on the Back-Up Advancing Agent), and the Master Servicer\nmay conclusively rely upon any determination by the Special Servicer that any P&I Advance would be recoverable.\n\nThe Master Servicer or the\nBack-Up Advancing Agent, as applicable, shall be entitled to the reimbursement of P&I Advances it makes (together with interest thereon)\nto the extent permitted pursuant to Section 3.06(a)(ii) of this Agreement and each of the Master Servicer and Special Servicer\nhereby covenants and agrees to promptly seek and effect the reimbursement of such Advances from the related Mortgagors to the extent permitted\nby applicable law and the related Trust Loan.\n\nWithin 2 Business Days of\nmaking a P&I Advance on any Mortgage Loan that is part of a Whole Loan, the Master Servicer or the Back-Up Advancing Agent, as applicable,\nshall provide written notice of the amount of such P&I Advance to (i) if such Mortgage Loan is part of a Serviced Whole Loan, the\nrelated Other Servicer, Other Special Servicer and Other Trustee of each Other Securitization Trust that holds a related Serviced Companion\nLoan, if any, or (ii) if such Mortgage Loan is part of an Outside Serviced Whole Loan, the related Outside Servicer, Outside Special\nServicer and Outside Trustee of the related Outside Securitization Trust.\n\nWith respect to P&I Advances\nand each Outside Serviced Mortgage Loan, the Master Servicer and the Back-Up Advancing Agent shall be entitled to rely on the “appraisal\nreduction amount” calculated by the related Outside Special Servicer or the related Outside Servicer in accordance with the terms\nof the applicable Outside Servicing Agreement.\n\nFor the avoidance of doubt,\nif a Trust Loan is subject to a forbearance agreement, standstill agreement or similar agreement that provides for a temporary deferral\nor similar temporary accommodation with respect to all or a portion of the related Monthly Payment, the Master Servicer shall make P&I\nAdvances for such Trust Loan based on the terms of the related Loan Documents in effect immediately prior to the date of such forbearance\nor similar agreement, subject to any non-recoverability determination with respect to such Trust Loan.\n\n(b)              \nThe determination by the Master Servicer, the Back-Up Advancing Agent or the Special Servicer that a P&I Advance has become\na Nonrecoverable P&I Advance or that any proposed P&I Advance, if made pursuant to this Section 4.06 with respect\nto any Mortgage Loan (or with respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable\nP&I Advance, shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance Date\nto the Trustee, the Back-Up Advancing Agent (unless it is the Person making the determination), any applicable Directing Holder and Consulting\nParty, the holder of any related Pari Passu Companion Loan or its Companion Loan Holder Representative (in the case of a Pari Passu Whole\nLoan), the Master Servicer (unless it is the Person making the determination), the Special Servicer (unless it is the Person making the\ndetermination) and,\n\n - 395 - \n\n \n\nif the Back-Up Advancing Agent is making\nthe determination, the Depositor, setting forth the basis for such determination, together with any other information that supports such\ndetermination together with a copy of any Appraisal of the related Mortgaged Property or REO Property, as the case may be (which Appraisal\nshall be an expense of the Trust, shall take into account any material change in circumstances of which such Person is aware or such Person\nhas received new information, either of which has a material effect on the value and shall have been conducted in accordance with the\nstandards of the Appraisal Institute within the twelve months preceding such determination of nonrecoverability), and further accompanied\nby related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged Property (to the extent\navailable and/or in such Person’s possession) and any engineers’ reports, environmental surveys or similar reports that such\nPerson may have obtained and that support such determination. The Master Servicer and the Special Servicer shall consider Unliquidated\nAdvances with respect to prior P&I Advances for the purpose of nonrecoverability determinations as if such amounts were unreimbursed\nP&I Advances. For the avoidance of doubt, any non-recoverability determination with respect to a Trust Subordinate Companion Loan\nwill take into account the subordinate nature of such Trust Subordinate Companion Loan to the related Mortgage Loan and the related Pari\nPassu Companion Loans.\n\n(c)               \nWith respect to each Outside Serviced Mortgage Loan, the Master Servicer, the Special Servicer (if the Special Servicer elects,\nat its sole discretion, to make such determination) or the Back-Up Advancing Agent shall make its determination (based on information\nprovided by the applicable Outside Servicer and Outside Special Servicer) that a P&I Advance that has been made on such Outside Serviced\nMortgage Loan (or any successor REO Mortgage Loan with respect thereto) is a Nonrecoverable Advance or that any proposed P&I Advance\nwould, if made, constitute a Nonrecoverable Advance with respect to such Outside Serviced Mortgage Loan independently of any determination\nmade by the applicable Outside Servicer, the applicable Outside Special Servicer or the Outside Trustee, as the case may be, under the\napplicable Outside Servicing Agreement in respect of the related Outside Serviced Companion Loan. If the Master Servicer, the Special\nServicer or the Back-Up Advancing Agent determines that a proposed P&I Advance with respect to an Outside Serviced Mortgage Loan,\nif made, or any outstanding P&I Advance with respect to an Outside Serviced Mortgage Loan previously made, would be, or is, as applicable,\na Nonrecoverable Advance, the Master Servicer, the Special Servicer or the Back-Up Advancing Agent, as applicable, shall provide the applicable\nOutside Servicer and Outside Special Servicer written notice of such determination within two (2) Business Days of the date of such determination.\nIf the Master Servicer receives written notice from the related Outside Servicer or the related Outside Special Servicer, as the case\nmay be, that either has determined, or the Outside Trustee has determined, in accordance with the applicable Outside Servicing Agreement\nwith respect to an Outside Serviced Companion Loan, that any proposed advance under the applicable Outside Servicing Agreement that is\nsimilar to a P&I Advance would be, or any outstanding advance under such Outside Servicing Agreement that is similar to a P&I\nAdvance is, a nonrecoverable advance, then the Master Servicer, the Special Servicer or the Back-Up Advancing Agent may, based upon such\ndetermination, determine that any P&I Advance previously made or proposed to be made with respect to the related Outside Serviced\nMortgage Loan will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the\n\n - 396 - \n\n \n\nBack-Up Advancing Agent shall not be\nrequired to make any additional P&I Advances with respect to the related Outside Serviced Mortgage Loan unless and until the Master\nServicer or the Back-Up Advancing Agent, as the case may be, determines that any such additional P&I Advances with respect to the\nrelated Outside Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation\nwith the related Outside Servicer or the related Outside Special Servicer, as the case may be, or otherwise. For the avoidance of doubt,\nthe Master Servicer, the Special Servicer or the Back-Up Advancing Agent, as the case may be, shall have the sole discretion provided\nin this Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable\nAdvance. Any non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 4.06 with respect\nto the recoverability of P&I Advances shall be conclusive and binding on the Master Servicer (in the case of such a determination\nby the Special Servicer) and the Back-Up Advancing Agent.\n\n(d)              \nIf the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer has received written notice from any\nRating Agency to the effect that continuation of the Master Servicer or the Special Servicer in such capacity would result in the downgrade,\nqualification or withdrawal of any rating then assigned by such Rating Agency to any Class of Trust Certificates and citing servicing\nconcerns with such Master Servicer or Special Servicer, as applicable, as the sole or material factor in such rating action, and such\nnotice is not rescinded within 60 days, then the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,\nas applicable, shall promptly notify the other such parties, and the Certificate Administrator shall promptly notify the Back-Up Advancing\nAgent (unless it is the Back-Up Advancing Agent), the Serviced Companion Loan Holders and the applicable master servicer of any securitized\nServiced Companion Loan held outside the Trust.\n\n(e)               \nNotwithstanding any other terms of this Agreement, none of the Master Servicer, the Special Servicer or the Back-Up Advancing Agent\nshall be entitled to recover: (1) from any collections on a Trust Subordinate Companion Loan, any Nonrecoverable Advance made, or interest\non any Nonrecoverable Advance made, in respect of a Mortgage Loan (other than the Mortgage Loan related to such Trust Subordinate Companion\nLoan); or (2) any Nonrecoverable Advance that is a P&I Advance made in respect of a Trust Subordinate Companion Loan or any interest\ndue on such Advance from any collections or amounts allocable to the Mortgage Loans (other than the Mortgage Loan related to such Trust\nSubordinate Companion Loan). With respect to each Trust Subordinate Companion Loan, the Master Servicer, the Special Servicer or the Back-Up\nAdvancing Agent shall only be entitled to reimbursement for a P&I Advance (and any interest thereon) from the amounts that would have\nbeen allocable to such Trust Subordinate Companion Loan or, if such P&I Advance is a Nonrecoverable Advance, allocable to the related\nMortgage Loan.\n\n(f)               \nNotwithstanding any other terms of this Agreement, none of the Master Servicer, the Special Servicer or the Back-Up Advancing Agent\nshall be entitled to recover: (1) from collections on a Trust Subordinate Companion Loan any Workout-Delayed Reimbursement Amounts\nin respect of a Mortgage Loan (other than the Mortgage Loan related to such Trust Subordinate Companion Loan); or (2) any Workout-Delayed\n\n - 397 - \n\n \n\nReimbursement Amounts in respect of a\nTrust Subordinate Companion Loan from any collections on or allocable to the Mortgage Loans (other than the Mortgage Loan related to such\nTrust Subordinate Companion Loan). However, if the Workout-Delayed Reimbursement Amount relates to a Property Advance for a Trust\nSubordinate Companion Whole Loan, the Master Servicer shall be entitled to recover such Workout-Delayed Reimbursement Amount from\ngeneral collections on deposit in the Collection Account for the Mortgage Pool and the applicable Trust Subordinate Companion Loan.\n\nSection 4.07                \nGrantor Trust Reporting.\n\n(a)               \nThe Certificate Administrator shall maintain adequate books and records to account for the separate entitlements of the Grantor\nTrust.\n\n(b)              \nThe parties intend that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions\nthereof shall be interpreted consistently with this intention. In furtherance of such intention, none of the Depositor, the Master Servicer,\nthe Special Servicer, the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as to take advantage\nof market fluctuations or so as to improve the rate of return of the Grantor Trust Certificates or the Grantor Trust Uncertificated Interests,\nand shall otherwise comply with Treasury Regulations Section 301.7701-4(c). The Certificate Administrator shall timely file or\ncause to be timely filed with the IRS Form 1041, Form 1099 or such other form as may be applicable and shall furnish or cause to be furnished\nto the Holders of the Grantor Trust Certificates and the Grantor Trust Uncertificated Interests, their allocable share of income and expense\nwith respect to the Grantor Trust Assets and proceeds thereof as such amounts are received or accrue, as applicable.\n\n(c)               \n(i)                                      The Grantor Trust will be a WHFIT that is a WHMT at any time any portion of a Grantor Trust Uncertificated Interest or a\nGrantor Trust Certificate is held by a “middleman” as defined by the WHFIT Regulations. The Certificate Administrator is hereby\ndirected to assume that the Grantor Trust is not a WHFIT until it has actual knowledge, or has received further notice from the Depositor,\nthat any portion of a Grantor Trust Uncertificated Interest or a Grantor Trust Certificate is held by a “middleman”. The Certificate\nAdministrator shall report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable\nthe Certificate Administrator to do so is provided to the Certificate Administrator on a timely basis. The Certificate Administrator will\nnot be liable for any tax reporting penalties that may arise under the WHFIT Regulations in the event that the IRS makes a determination\nthat is contrary to the first sentence of this paragraph.\n\n(ii)                                   The Certificate\nAdministrator, in its discretion, shall report required WHFIT information using either the cash or accrual method, except to the extent\nthe WHFIT Regulations specifically require a different method. The Certificate Administrator shall make available (via the Certificate\nAdministrator’s Website) WHFIT information to Certificateholders and the Uncertificated VRR Interest Owner annually. In addition,\nthe Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised or updated information to\n\n - 398 - \n\n \n\nany Certificateholder or Uncertificated\nVRR Interest Owner, unless requested by such Certificateholder or Uncertificated VRR Interest Owner.\n\n(iii)                                The Certificate\nAdministrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder\nif such failure is due to: (i) the lack of reasonably necessary information that is not in its possession being provided to the\nCertificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator.\nEach owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance\nof its interest in such class of securities, will be deemed to have agreed to provide the Certificate Administrator with information\nregarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information regarding\nany sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor,\nthe Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.\n\n(d)              \nTo the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on the Certificate\nAdministrator’s Website the CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP Number so published\nwill represent the Rule 144A CUSIP Numbers. The Certificate Administrator shall make reasonable good faith efforts to keep the website\naccurate and updated to the extent CUSIP Numbers have been received. Absent the receipt of a CUSIP Number, the Certificate Administrator\nwill use a reasonable identifier number in lieu of a CUSIP Number. The Certificate Administrator shall not be liable for investor reporting\ndelays that result from the receipt of inaccurate or untimely CUSIP Number information.\n\nSection 4.08                \nCalculations.\n\nProvided that the Certificate\nAdministrator receives the necessary loan-level information from the Master Servicer and/or the Special Servicer, the Certificate\nAdministrator shall be responsible for performing all calculations necessary in connection with the actual and deemed distributions to\nbe made pursuant to Section 4.01, the preparation of the Distribution Date Statements pursuant to Section 4.02(a)\nand the actual and deemed allocations of Realized Losses to be made pursuant to Section 4.01. The Certificate Administrator\nshall calculate the Principal Distribution Amount, the VRR Principal Distribution Amount, the Aggregate Principal Distribution Amount,\nthe Interest Distribution Amounts, the VRR Interest Distribution Amount, the VRR Realized Loss Interest Distribution Amount and any comparable\nprincipal, interest and other distribution amounts relating to the Loan-Specific Certificates and any Loan-Specific Uncertificated Interest\nrelating to a Trust Subordinate Companion Loan for each Distribution Date and shall allocate such amounts among the Trust Certificateholders\nand the Uncertificated Interest Owners in accordance with this Agreement. Absent actual knowledge of an error therein, the Certificate\nAdministrator shall have no obligation to recompute, recalculate or otherwise verify any loan-level information provided to it by\nthe Master Servicer. The calculations by the\n\n - 399 - \n\n \n\nCertificate Administrator contemplated by this\nSection 4.08 shall, in the absence of manifest error, be deemed to be correct for all purposes hereunder.\n\nSection 4.09                \nSecure Data Room. (a) Within 60 days of the Closing Date, the\nCertificate Administrator shall create a Secure Data Room, and the Depositor shall, upon the earlier of (i) receipt of all the Mortgage\nLoan Sellers’ Diligence File Certifications and (ii) the 120th day following the Closing Date (but, in any event, no earlier than\nthe date on which the Depositor has received a written notice from the Certificate Administrator that the Secure Data Room has been created),\ndeliver to the Certificate Administrator (but solely with respect to any Diligence File(s) received by the Depositor as to which it has\nreceived the related Mortgage Loan Seller’s Diligence File Certification) an electronic copy of the Diligence Files for the Mortgage\nLoans that have been uploaded by the Mortgage Loan Sellers to the Designated Site. After the 120th day following the Closing Date, the\nDepositor may deliver any Mortgage Loan Seller’s Diligence Files to the Certificate Administrator if it has not previously delivered\nsuch Mortgage Loan Seller’s Diligence Files to the Certificate Administrator. Upon receipt thereof, the Certificate Administrator\nshall promptly upload the contents of each Diligence File to the Secure Data Room. Access to the Secure Data Room shall be granted by\nthe Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction of the\nDepositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification\nsubstantially in the form of Exhibit KK hereto (which shall be sent via e-mail to *ratingagencynotice@citi.com* or\nsubmitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Trust Certificateholders or\nUncertificated Interest Owners be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator\nshall be under no obligation to post any documents to the Secure Data Room other than the contents of the Diligence Files initially delivered\nto it by the Depositor with respect to each Mortgage Loan Seller.\n\n(b)              \nThe Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the\ntype, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction\nor confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.\nIn no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of, or information\ncontained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event that any document is posted\nin error, the Certificate Administrator may remove such document from the Secure Data Room. The Certificate Administrator shall not have\nany obligation to produce physical or electronic copies of any document provided to it for posting to the Secure Data Room. The Certificate\nAdministrator shall not be responsible or held liable for any other Person’s use or dissemination of the documents contained on\nthe Secure Data Room; *provided* that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct.\nThe Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any\nPerson with access to the Secure Data Room shall covenant to access only the documents necessary to perform its duties and responsibilities\nunder this Agreement.\n\n(c)               \nUpon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator\nshall transfer electronic copies of the\n\n - 400 - \n\n \n\nDiligence Files to a successor certificate\nadministrator designated in writing by the Depositor or the Master Servicer, and all costs and expenses associated with the transfer of\nthe Diligence Files shall be payable as part of the costs and expenses associated with the transfer of its responsibilities upon the resignation\nor removal of the Certificate Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid\nin full, liquidated, repurchased or otherwise removed from the Trust, the Special Servicer may (but shall not be obligated to) direct\nthe Certificate Administrator in writing to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; *provided*\nthat absent such direction, the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data Room.\nFollowing the termination of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete\nall files from the Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve\nsuch deleted files.\n\nArticle\nV\n\nTHE CERTIFICATES AND THE Loan-Specific CertificateS\n\nSection 5.01                \nThe Certificates. (a) The Trust Certificates consist of the Certificates\nand the Loan-Specific Certificates. The Certificates consist of the Regular Certificates, the Class S Certificates (if issued) and the\nClass R Certificates. The Regular Certificates consist of the Class A-1 Certificates, the Class A-2 Certificates, the Class\nA-3 Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class A-S Certificates,\nthe Class B Certificates, the Class C Certificates, the Class X-D Certificates, the Class D Certificates,\nthe Class E Certificates, the Class F-RR Certificates, the Class G-RR Certificates and the Class VRR Certificates. [IDENTIFICATION\nOF LOAN-SPECIFIC CERTIFICATES RESERVED.]\n\nEach Class of Trust\nCertificates will be substantially in the forms annexed hereto as Exhibits A-1 through A-17, respectively, with\nsuch appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may, in\nthe reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with\napplicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as\nmay be required by law, or as may, consistently herewith, be determined by the officers executing such Trust Certificates, as evidenced\nby their execution thereof. The Public Certificates (other than any Public Certificates that are Interest-Only Trust Certificates) shall\nbe issued in minimum denominations of $10,000 and integral multiples of $1 in excess thereof. The Private Certificates (other than the\nClass R Certificates, any Class VRR Certificates, any Class S Certificates and any Private Certificates that are Interest-Only Trust\nCertificates) shall be issued in minimum denominations of $100,000 (or $10,000 in the case of any such Private Certificates sold to Qualified\nInstitutional Buyers) and integral multiples of $1 in excess thereof. If issued, the Class VRR Certificates shall be issued in minimum\ndenominations of $100,000 and integral multiples of $0.01 in excess thereof. The Interest-Only Trust Certificates shall be issued, maintained\nand transferred only in minimum denominations of authorized initial notional amounts of not less than $1,000,000 and in integral multiples\nof $1 in excess thereof. If the initial Certificate Balance or initial Notional Amount, as applicable, of any Class of Trust Certificates\n(exclusive of the Class VRR, Class S and Class R Certificates) does not equal an integral multiple of $1, then a single Trust\nCertificate of such\n\n - 401 - \n\n \n\nClass may be issued in a minimum denomination\nof authorized initial principal balance or initial notional amount, as applicable, that includes the excess of (i) the initial Certificate\nBalance or initial Notional Amount, as applicable, of such Class* over* (ii) the largest integral multiple of $1 that does\nnot exceed such amount. The Class R Certificates shall be issued, maintained and transferred in minimum percentage interests of 10%\nof such Class R Certificates and in integral multiples of 1% in excess thereof. If issued, the Class S Certificates shall be\nissued, maintained and transferred in minimum percentage interests of 10% of such Class S Certificates and in integral multiples\nof 1% in excess thereof.\n\n(b)              \nOne authorized signatory shall sign the Trust Certificates for the Certificate Administrator by manual or facsimile signature.\nIf an authorized signatory whose signature is on a Trust Certificate no longer holds that office at the time the Certificate Administrator\ncountersigns the Trust Certificate, the Trust Certificate shall be valid nevertheless. A Trust Certificate shall not be valid until an\nauthorized signatory of the Certificate Administrator (who may be the same officer who executed the Trust Certificate) manually countersigns\nthe Trust Certificate. The signature shall be conclusive evidence that the Trust Certificate has been executed and countersigned under\nthis Agreement.\n\nSection 5.02                \nForm and Registration.\n\n(a)               \nEach Class of Public Certificates shall be represented by a single, global certificate in definitive, fully registered form\nwithout interest coupons, substantially in the applicable form set forth as an exhibit hereto, which shall be deposited with the Certificate\nRegistrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a\nnominee of the Depository. The aggregate Certificate Balance of a Global Certificate may from time to time be increased or decreased by\nadjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.\n\n(b)              \nUnless and until Definitive Certificates are issued in respect of a Class of Global Certificates, beneficial ownership interests\nin such Trust Certificates will be maintained and transferred on the book-entry records of the Depository and Depository Participants,\nand all references to actions by Holders of such Class of Trust Certificates will refer to action taken by the Depository upon instructions\nreceived from the related registered Holders of Trust Certificates through the Depository Participants in accordance with the Depository’s\nprocedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of\nsuch Class of Trust Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the\nregistered Holder thereof, for distribution to the related registered Holders of Trust Certificates through the Depository Participants\nin accordance with the Depository’s procedures.\n\n(c)               \nNo transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement\nunder the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction\nwhich does not require such registration or qualification. If a transfer is to be\n\n - 402 - \n\n \n\nmade in reliance upon an exemption from\nthe Securities Act, and under the applicable state securities laws, then:\n\n(i)                                      The Trust Certificates\nof each Class of the Private Certificates (other than the Risk Retention Certificates (in each case during the applicable RR Interest\nTransfer Restriction Period), the Class S Certificates and the Class R Certificates) sold in offshore transactions in reliance\non Regulation S under the Act shall initially be represented by a temporary global certificate in definitive, fully registered form without\ninterest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Global\nCertificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Private Certificates represented\nthereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of\nthe Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream.\nPrior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the\n“Restricted Period”), beneficial interests in each Temporary Regulation S Global Certificate may be held only through\nEuroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Global Certificate\nmay be exchanged for an interest in the related permanent global certificate of the same Class of Private Certificates (a “Regulation\nS Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in\nSection 5.03(f) of this Agreement. During the Restricted Period, distributions due in respect of a beneficial interest\nin a Temporary Regulation S Global Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream,\nas applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due\nin respect of any beneficial interests in a Temporary Regulation S Global Certificate shall not be made to the holders of such beneficial\ninterests unless exchange for a beneficial interest in the Regulation S Global Certificate of the same Class is improperly withheld\nor refused. The aggregate Certificate Balance of a Temporary Regulation S Global Certificate or a Regulation S Global Certificate may\nfrom time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository,\nas hereinafter provided.\n\nOn the Closing Date, the\nCertificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver\nto the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate Registrar for purposes of effecting\nthe exchanges contemplated by the preceding paragraph. Citibank, N.A. is hereby initially appointed the Authenticating Agent with the\npower to act, on the Trustee’s behalf, in the authentication and delivery of the Trust Certificates in connection with transfers\nand exchanges as herein provided. If Citibank, N.A. is removed as Certificate Administrator, then Citibank, N.A. shall be terminated as\nAuthenticating Agent. If the Authenticating Agent is terminated, the Certificate Administrator (or, if the same entity is acting as both\nthe Authenticating Agent and the Certificate Administrator and such entity is being removed from both capacities, a successor Certificate\nAdministrator) shall appoint a successor authenticating agent, which may be the\n\n - 403 - \n\n \n\nCertificate Administrator or an Affiliate thereof,\nin accordance with Section 5.09 of this Agreement.\n\n(ii)                                   The Trust Certificates\nof each Class of Private Certificates (other than the Risk Retention Certificates, the Class S Certificates and the Class R\nCertificates) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by a single, global\ncertificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit\nhereto (each, a “Rule 144A Global Certificate”), which shall be deposited with the Certificate Registrar or\nan agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of\nthe Depository. The aggregate Certificate Balance of a Rule 144A Global Certificate may from time to time be increased or decreased\nby adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.\n\n(iii)                                The Trust Certificates\nof each Class of Private Certificates offered and sold in the United States to investors that are Institutional Accredited Investors\nthat are not Qualified Institutional Buyers, the Risk Retention Certificates (in each case during the applicable RR Interest Transfer\nRestriction Period), the Class S Certificates and the Class R Certificates (collectively, the “Non-Book Entry\nCertificates”) shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth\nas an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall\ndeliver the certificates for such Non-Book Entry Certificates to the respective beneficial owners or owners.\n\n(d)              \nOwners of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of certificated\nTrust Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing\nor able to discharge properly its responsibilities as depository with respect to the Global Certificates of such Class or ceases\nto be a Clearing Agency, and the Certificate Administrator and the Depositor are unable to locate a qualified successor within 90 days\nof such notice; (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of\nthe Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or\nappropriate for the Trustee to obtain possession of the Trust Certificates of such Class; or (iii) in the case of a Private Certificate,\nall of the applicable requirements of Section 5.03 of this Agreement are satisfied; *provided*, *however*, that\nunder no circumstances will certificated Private Certificates be issued to beneficial owners of a Temporary Regulation S Global Certificate.\nUpon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Trust Certificates\nof a Class that are in the form of Global Certificates and upon surrender by the Depository of any Global Certificate of such Class and\nreceipt from the Depository of instructions for reregistration, the Certificate Registrar shall issue Trust Certificates of such Class in\nthe form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Global Certificate,\nthe same legends regarding transfer restrictions borne by such Global Certificate), and\n\n - 404 - \n\n \n\nthereafter the Certificate Registrar\nshall recognize the holders of such Definitive Certificates as Certificateholders or Loan-Specific Certificateholders, as applicable,\nunder this Agreement.\n\n(e)               \nIf any Beneficial Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited Investor\nthat is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S.\nperson” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional Accredited Investor but\nnot a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Non-Book Entry Certificate, subject\nto the restrictions on the transfer of such Non-Book Entry Certificate in Section 5.03(h) of this Agreement. No such transfer\nshall be made and the Certificate Registrar shall not register any such transfer unless such transfer complies with the provisions of\nSection 5.03(h) of this Agreement applicable to transfers of Non-Book Entry Certificates. Upon acceptance for exchange\nor transfer of a beneficial interest in a Global Certificate for a Non-Book Entry Certificate, as provided herein, the Certificate\nRegistrar shall endorse on the schedule affixed to the related Global Certificate (or on a continuation of such schedule affixed to such\nGlobal Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in\nthe denomination of such Global Certificate equal to the denomination of such Non-Book Entry Certificate issued in exchange therefor\nor upon transfer thereof.\n\n(f)               \nDuring the applicable RR Interest Transfer Restriction Period, any Risk Retention Certificate shall only be held as a Definitive\nCertificate in the Retained Interest Safekeeping Account by the Certificate Administrator (and the related Retaining Party’s respective\ninterest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained\nInterest Safekeeping Account), for the benefit of the Holder of the related Trust Certificate. The Certificate Administrator shall hold\neach Risk Retention Certificate in safekeeping and shall release the same only upon receipt of a written direction signed by each of the\nDepositor (except in the case of the HRR Interest or a Loan-Specific HRR Interest), the Retaining Sponsor (in the case of a Certificate\nconstituting part of the HRR Interest or that is a Class VRR Certificate), the applicable Loan-Specific Retaining Sponsor (in the case\nof a Loan-Specific Certificate constituting part of a Loan-Specific HRR Interest or constituting part of a Loan-Specific VRR Interest)\nand the Holder of such Trust Certificate, and in accordance with any authentication procedures as may be utilized by the Certificate Administrator\nand in accordance with this Agreement. There shall be, and hereby is, established by the Certificate Administrator an account which will\nbe designated the “Retained Interest Safekeeping Account” and into which each Risk Retention Certificate shall be held and\nwhich shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may\nestablish any number of subaccounts to the Retained Interest Safekeeping Account for each related Retaining Party. Each Risk Retention\nCertificate to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. Upon receipt by\nthe Certificate Administrator of any Risk Retention Certificate in connection with the initial issuance thereof and, for so long as the\nRisk Retention Certificates are held in the Retained Interest Safekeeping Account by the Certificate Administrator pursuant to this Agreement,\nupon any transfer or exchange pursuant to this\n\n - 405 - \n\n \n\nArticle V of any Risk Retention\nCertificate, the Certificate Administrator shall deliver to the related Retaining Party a receipt in the form set forth in Exhibit MM.\nNo amounts distributable with respect to any Risk Retention Certificate shall be remitted to the Retained Interest Safekeeping Account,\nbut instead shall be remitted directly to the applicable Retaining Party in accordance with written instructions provided separately on\nthe Closing Date (and any updates to such written instructions provided from time to time) by such Retaining Party to the Certificate\nAdministrator. Under no circumstances by virtue of safekeeping any Risk Retention Certificate shall the Certificate Administrator be obligated\nto bring legal action or institute proceedings against any Person on behalf of any Retaining Party. During the applicable RR Interest\nTransfer Restriction Period and for such longer time as the related Retaining Party may request, the Certificate Administrator shall hold\neach individual Risk Retention Certificate at the below location, or any other location; *provided* the Certificate Administrator\nhas given notice to the Depositor, the Retaining Sponsor, the Loan-Specific Retaining Sponsors and each Retaining Party of such new location:\n\nCitibank, N.A.\n\nVault Operations Level B\n\n399 Park Avenue\n\nNew York, New York 10022\n\nThe Certificate Administrator shall make available\nto each related Retaining Party its account information as mutually agreed upon by the Certificate Administrator and each respective Retaining\nParty, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate\nshall be subject to this Article V. During the applicable RR Interest Transfer Restriction Period, unless the Retaining Sponsor\nor the related Loan-Specific Retaining Sponsor, as applicable, and the Depositor otherwise consent in writing, the Certificate Administrator\nshall not permit any Person to copy (other than for internal purposes), and shall not itself provide to any Person copies of, any executed\nRisk Retention Certificate held by it in the Retained Interest Safekeeping Account.\n\n(g)              \nTo the extent that the aggregate principal amount or aggregate value, as applicable, of any RR Interest is in excess of the amount\nor percentage of risk retention required pursuant to Regulation RR, such excess portion of such RR Interest shall nevertheless be deemed\nto be subject to the requirements of Regulation RR and any Risk Retention Certificate or Uncertificated Interest evidencing or constituting\nsuch excess portion of such RR Interest shall be subject to all of the provisions in this Agreement applicable to the remaining portion\nof such RR Interest, including, without limitation, the provisions of this Article V.\n\nSection 5.03                \nRegistration of Transfer and Exchange of Certificates.\n\n(a)               \nThe Certificate Administrator shall keep or cause to be kept at its principal offices books (the “Certificate Register”)\nin which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration\nof Trust Certificates and the Uncertificated Interests and of transfers and exchanges of Trust Certificates and the Uncertificated Interests\nas herein provided (the Certificate\n\n - 406 - \n\n \n\nAdministrator, in such capacity, being\nthe “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other\nthings, (i) maintaining the Certificate Register and a record of the aggregate holdings of Trust Certificates of each Class of Private\nCertificates represented by a Temporary Regulation S Global Certificate, a Regulation S Global Certificate and a Rule 144A Global\nCertificate and accepting Trust Certificates for exchange and registration of transfer, (ii) registering transfers and pledges of the\nUncertificated Interests and (iii) transmitting to the Depositor, the Master Servicer and the Special Servicer any notices from the\nTrust Certificateholders and the Uncertificated Interest Owners. In its capacity as Certificate Registrar, the Certificate Administrator\nshall be responsible for, among other things, holding the Risk Retention Certificates as Definitive Certificates on behalf of each Holder\nof such Trust Certificates in accordance with Section 5.02(f).\n\n(b)              \nSubject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any\nTrust Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or\ntransferees, one or more new Trust Certificates in authorized denominations, in like aggregate interest and of the same Class.\n\n(c)               \nRule 144A Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in\nthe Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during\nthe Restricted Period to exchange its interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S\nGlobal Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is\nrequired to take delivery thereof in the form of an interest in the Temporary Regulation S Global Certificate of the same Class, such\nholder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial\ninterest in such Temporary Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated\nin Section 5.11 of this Agreement, of (1) instructions given in accordance with the Depository’s procedures from\na Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in the Temporary\nRegulation S Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged,\n(2) a written order given in accordance with the Depository’s procedures containing information regarding the Euroclear or Clearstream\naccount to be credited with such increase and the name of such account and (3) a certificate in the form of Exhibit E to this\nAgreement given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with\nthe transfer restrictions applicable to the Global Certificates and pursuant to and in accordance with Regulation S, then the Certificate\nRegistrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate\nand to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Global Certificate by the aggregate Certificate\nBalance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the\naccount of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial\ninterest in the Temporary Regulation S Global Certificate equal to the reduction in the Certificate Balance of the\n\n - 407 - \n\n \n\nRule 144A Global Certificate, and\nto debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A\nGlobal Certificate that is being exchanged or transferred.\n\n(d)              \nRule 144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A\nGlobal Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted\nPeriod to exchange its interest in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate of the\nsame Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to take delivery\nthereof in the form of an interest in a Regulation S Global Certificate, such holder may, subject to the rules and procedures of the Depository,\nexchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S Global Certificate. Upon\nreceipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) instructions\ngiven in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit\nor cause to be credited a beneficial interest in the Regulation S Global Certificate in an amount equal to the beneficial interest in\nthe Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures\ncontaining information regarding the participant account of the Depository to be credited with such increase and (3) a certificate in\nthe form of Exhibit F to this Agreement given by the holder of such beneficial interest, then the Certificate Registrar shall\ninstruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and to increase,\nor cause to be increased, the Certificate Balance of the Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial\ninterest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified\nin such instructions a beneficial interest in the Regulation S Global Certificate equal to the reduction in the Certificate Balance of\nthe Rule 144A Global Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer\nthe beneficial interest in the Rule 144A Global Certificate that is being exchanged or transferred.\n\n(e)               \nTemporary Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a\nholder of a beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with the Certificate\nRegistrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Certificate\nor Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class, or to transfer its interest\nin such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who is required to take delivery thereof\nin the form of an interest in the Rule 144A Global Certificate, such holder may, subject to the rules and procedures of Euroclear\nor Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest\nin the Rule 144A Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated\nin Section 5.11 of this Agreement, of (1) instructions from Euroclear or Clearstream, if applicable, and the Depository, directing\nthe Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Global\n\n - 408 - \n\n \n\nCertificate equal to the beneficial interest\nin the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be exchanged, such instructions to contain information\nregarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest\nin the Regulation S Global Certificate, information regarding the participant account of the Depository to be debited with such decrease\nand (3) with respect to a transfer of an interest in the Temporary Regulation S Global Certificate (but not the Regulation S Global Certificate)\nfor an interest in the Rule 144A Global Certificate at any time during the Restricted Period, a certificate in the form of Exhibit G\nto this Agreement given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary\nRegulation S Global Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Global Certificate is\na Qualified Institutional Buyer and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A,\nthen the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary\nRegulation S Global Certificate or Regulation S Global Certificate and to increase, or cause to be increased, the Certificate Balance\nof the Rule 144A Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S\nGlobal Certificate or Regulation S Global Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently\nwith such reduction, to credit, or cause to be credited, to the account of the Person specified in such instructions, a beneficial interest\nin the Rule 144A Global Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Global Certificate\nor Regulation S Global Certificate and to debit, or cause to be debited, from the account of the Person making such transfer the beneficial\ninterest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate that is being transferred.\n\n(f)               \nTemporary Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S Global\nCertificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate (a “Non-U.S.\nBeneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate\nsubstantially in the form of Exhibit H to this Agreement from the holder of a beneficial interest in such Temporary Regulation\nS Global Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Global Certificate of the same\nClass of Private Certificates. The Certificate Registrar shall effect such exchange by delivering to the Depository for credit to\nthe respective accounts of such holders, a duly executed and authenticated Regulation S Global Certificate, representing the aggregate\nCertificate Balance of interests in the Temporary Regulation S Global Certificate initially exchanged for interests in the Regulation\nS Global Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate or certificates referred\nto above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that the certificate or certificates\nreferred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation\nS Global Certificate. Upon any exchange of interests in the Temporary Regulation S Global Certificate for interests in the Regulation\nS Global Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Global Certificate to reflect the reduction in\nthe Certificate Balance represented thereby by the amount so exchanged and shall endorse the\n\n - 409 - \n\n \n\nRegulation S Global Certificate to reflect\nthe corresponding increase in the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary\nRegulation S Global Certificate, and the Trust Certificates evidenced thereby, shall in all respects be entitled to the same benefits\nunder this Agreement as the Regulation S Global Certificate and Rule 144A Global Certificate authenticated and delivered hereunder.\n\n(g)              \nNon-Book Entry Certificate to Global Certificate. If a holder of a Non-Book Entry Certificate that is a Private\nCertificate (other than any Risk Retention Certificate during the applicable RR Interest Transfer Restriction Period, a Class S Certificate\nor a Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a\nGlobal Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to an institution that is entitled\nto take delivery thereof in the form of an interest in a Global Certificate, such holder may, subject to the rules and procedures of Euroclear\nor Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent\nbeneficial interest in the appropriate Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,\nat its office designated in Section 5.11 of this Agreement, of (1) such Non-Book Entry Certificate, duly endorsed as provided\nherein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited,\na beneficial interest in the applicable Global Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate\nto be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with such\nincrease and (3) a certificate in the form of Exhibit I to this Agreement (in the event that the applicable Global Certificate\nis the Temporary Regulation S Global Certificate), in the form of Exhibit J to this Agreement (in the event that the applicable\nGlobal Certificate is the Regulation S Global Certificate) or in the form of Exhibit K to this Agreement (in the event that\nthe applicable Global Certificate is the Rule 144A Global Certificate), then the Certificate Registrar, as registrar, shall cancel,\nor cause to be canceled, all or part of such Non-Book Entry Certificate, and shall, if applicable, direct the Certificate Administrator\nto execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance\nof the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Global Certificate\nby the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be\ncredited, to the account of the institution specified in such instructions a beneficial interest in the applicable Global Certificate\nequal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor\n(which may be by e-mail to *ratingagencynotice@citi.com*) or its Affiliate, the Certificate Registrar shall execute any instrument\nas may be reasonably required by the Depository to effect such exchange.\n\n(h)              \nExchanges of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate\nor Non-Book Entry Certificate (other than a Public Certificate) wishes at any time to transfer its interest in such Rule 144A\nGlobal Certificate, Regulation S Global Certificate or Non-Book Entry Certificate to a Person who is required to take delivery thereof\nin the form of a Non-Book Entry Certificate,\n\n - 410 - \n\n \n\nthen (except in connection with the transfer\nor deemed transfer thereof by the Depositor, an Initial Purchaser or, if occurring on the Closing Date, the Retaining Sponsor) the Certificate\nRegistrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon): (i) a certificate\nfrom the proposed transferor substantially in the form attached as Exhibit L-2B to this Agreement, (ii) an investment\nrepresentation letter from the proposed transferee substantially in the form attached as Exhibit L-4 to this Agreement;\nand (iii) if required by the Certificate Registrar, an opinion of counsel satisfactory to the Certificate Registrar to the effect\nthat such transfer shall be made without registration under the Securities Act, together with the written certification(s) as to the facts\nsurrounding such transfer from the Trust Certificateholder desiring to effect such transfer and/or the proposed transferee on which such\nopinion of counsel is based (such opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer, the\nSpecial Servicer, the Operating Advisor, the Certificate Administrator, the Trustee or the Certificate Registrar in their respective capacities\nas such).\n\n(i)                \nTransfers of Risk Retention Certificates. At all times during the applicable RR Interest Transfer Restriction Period, if\na transfer of any Risk Retention Certificate is to be made (other than in connection with (1) the transfer to any Mortgage Seller or its\nMajority-Owned Affiliate on the Closing Date, pursuant to the related Mortgage Loan Purchase Agreement, of Class VRR Certificates or Loan-Specific\nCertificates constituting a Loan-Specific VRR Interest, (2) the transfer to the Third Party Purchaser on the Closing Date of the Certificates\nconstituting the HRR Interest and (3) the transfer to a Loan-Specific Third Party Purchaser on the Closing Date of the Loan-Specific Certificates\nconstituting the applicable Loan-Specific HRR Interest), then the Certificate Registrar shall refuse to register such transfer unless\nit receives (and, upon receipt, the Certificate Registrar may conclusively rely upon) (i) a certification from the prospective Transferee\nof the Certificateholder or Loan-Specific Certificateholder (as applicable) desiring to effect such transfer substantially in the form\nattached hereto as Exhibit L-5A (in the case of a transfer of Class VRR Certificates), Exhibit L-5B (in the case of\na transfer of Certificates constituting the HRR Interest), Exhibit L-5C (in the case of a transfer of Loan-Specific Certificates\nconstituting a Loan-Specific HRR Interest) or Exhibit L-5D (in the case of a transfer of Loan-Specific Certificates constituting\na Loan-Specific VRR Interest), which such certification must (x) be countersigned by the applicable Retaining Party, the Retaining Sponsor\nor applicable Loan-Specific Retaining Sponsor (as applicable) (if different than the applicable Retaining Party) and, except in the case\nof a transfer of Certificates constituting the HRR Interest or Loan-Specific Certificates constituting a Loan-Specific HRR Interest, the\nDepositor, and (y) include a medallion stamp guarantee of the applicable Retaining Party, (ii) a certification from the Certificateholder\nor Loan-Specific Certificateholder (as applicable) desiring to effect such transfer substantially in the form attached hereto as Exhibit L-6A\n(in the case of a transfer of Class VRR Certificates), Exhibit L-6B (in the case of a transfer of Certificates constituting\nthe HRR Interest), Exhibit L-6C (in the case of a transfer of Loan-Specific Certificates constituting a Loan-Specific HRR Interest)\nor Exhibit L-6D (in the case of a transfer of Loan-Specific Certificates constituting a Loan-Specific VRR Interest), which such\ncertification must (x) be countersigned by the applicable Retaining Party (if different than the transferor), by the Retaining Sponsor\nor applicable Loan-Specific Retaining Sponsor (as applicable) (if different than the applicable Retaining Party) and, except in the case\nof a transfer of\n\n - 411 - \n\n \n\nCertificates constituting the HRR Interest\nor Loan-Specific Certificates constituting a Loan-Specific HRR Interest, by the Depositor, and (y) include a medallion stamp guarantee\nof the applicable Retaining Party, (iii) an Internal Revenue Service Form W-9 completed by the prospective Transferee, and (iv) wire instructions\nand contact information of the prospective Transferee. Upon receipt of the foregoing certifications, the Certificate Registrar shall,\nsubject to Section 5.02(f), Section 5.03(a), Section 5.03(h), the following provisions of this Section 5.03(i),\nand Section 5.03(n), reflect such Risk Retention Certificate in the name of the prospective Transferee. In no event shall\na Risk Retention Certificate be held as a Global Certificate during the applicable RR Interest Transfer Restriction Period.\n\nAfter the termination of\nthe applicable RR Interest Transfer Restriction Period, if a transfer of a Risk Retention Certificate is to be made and such Risk Retention\nCertificate is in Retained Interest Safekeeping Account, then upon receipt of (i) a certification from the prospective Transferee of the\nCertificateholder or Loan-Specific Certificateholder (as applicable) desiring to effect such transfer substantially in the form attached\nhereto as Exhibit L-5A, Exhibit L-5B, Exhibit L-5C or Exhibit L-5D, as applicable, and countersigned by the\nparties, as contemplated by clause (i) of the prior paragraph, (ii) a certification from the Certificateholder or Loan-Specific Certificateholder\n(as applicable) desiring to effect such transfer substantially in the form attached hereto as Exhibit L-6A, Exhibit L-6B,\nExhibit L-6C or Exhibit L-6D, as applicable, and countersigned by the parties, as contemplated by clause (ii) of the prior\nparagraph, (iii) an Internal Revenue Service Form W-9 completed by the prospective Transferee, and (iv) wire instructions and contact\ninformation of the prospective Transferee, the Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a),\nSection 5.03(h) and Section 5.03(n), reflect such Risk Retention Certificate in the name of the prospective Transferee;\n*provided* that, after the termination of the applicable RR Interest Transfer Restriction Period, if a transfer of a Risk Retention\nCertificate is to be made and such Risk Retention Certificate is in the Retained Interest Safekeeping Account, the Certificate Registrar\nshall not register a Transfer of such Risk Retention Certificate unless it is so instructed by the Certificate Administrator.\n\n(j)                \nOther Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate (other than as otherwise\nset forth in Section 5.02(d) of this Agreement), such Trust Certificates may be exchanged only in accordance with such procedures\nas are substantially consistent with the provisions of clauses (c) through (f), (h) and (i) above (including the certification requirements\nintended to ensure that such transfers comply with Rule 144A or Regulation S under the Act, at the case may be) and such other procedures\nas may from time to time be adopted by the Certificate Registrar.\n\n(k)              \nRestricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Trust Certificates,\ntransfers of interests in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S) shall be limited\nto transfers made pursuant to the provisions of clause (e) above.\n\n(l)                \nIf Private Certificates are issued upon the transfer, exchange or replacement of Trust Certificates bearing a restrictive legend\nrelating to compliance with the Act, or if a request is made to remove such legend on Trust Certificates, the Private Certificates so\nissued shall bear the restrictive legend, or such legend shall not be removed, as the case\n\n - 412 - \n\n \n\nmay be, unless there is delivered to\nthe Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions\non transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144\nor Regulation S under the Act, Regulation RR or, with respect to Non-Book Entry Certificates, that such Trust Certificates are\nnot “restricted” within the meaning of Rule 144 under the Act. Upon provision of such satisfactory evidence, the Certificate\nRegistrar shall authenticate and deliver Trust Certificates that do not bear such legend.\n\n(m)            \nAll Trust Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the\nCertificate Registrar in accordance with the Certificate Registrar’s customary procedures.\n\n(n)              \nNo Class VRR Certificate (if it is not an ERISA Restricted Certificate covered by the next sentence), Uncertificated Interest,\nClass S Certificate or Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that\nis or will be (i) an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions\nof ERISA or Code Section 4975 (each, a “Plan”), or (ii) any entity or collective investment fund the assets\nof which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42)\nof ERISA, or Similar Law (as defined below), an insurance company that is using the assets of separate accounts or general accounts which\ninclude Plan assets (or which are deemed to include assets of Plans) or other Person acting on behalf of any such Plan or using the assets\nof a Plan (each, a “Plan Investor”) to purchase such Trust Certificate or Uncertificated Interest. In addition, no\nERISA Restricted Certificate or interest therein may be purchased by or transferred to any prospective purchaser or transferee that is\nor will be a Plan or Plan Investor, unless (i) such purchaser or transferee is an insurance company, (ii) the source of funds used to\nacquire or hold such ERISA Restricted Certificate or interest therein is an “insurance company general account,” as such term\nis defined in PTCE 95-60, and (iii) the conditions in Sections I and III of PTCE 95-60 have been satisfied. Furthermore,\nno ERISA Restricted Certificate, Class VRR Certificate (regardless of whether it is an ERISA Restricted Certificate), Uncertificated\nInterest, Class S Certificate or Class R Certificate or interest therein may be purchased by or transferred to any prospective\npurchaser or transferee that is or will be a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject\nto any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited transaction provisions\nof ERISA or Code Section 4975 (“Similar Law”), or to any Person acting on behalf of any such plan or using the\nassets of such plan to acquire such Trust Certificate or interest therein unless, in the case of an ERISA Restricted Certificate, its\nacquisition, holding and disposition of such Trust Certificate or an interest therein would not constitute or otherwise result in a non-exempt\nviolation of Similar Law. Except in connection with the transfer or deemed transfer thereof by the Depositor, an Initial Purchaser or,\nif occurring on the Closing Date, the Retaining Sponsor, each prospective transferee of an ERISA Restricted Certificate, a Class VRR\nCertificate (regardless of whether it is an ERISA Restricted Certificate), a Class S Certificate or a Class R Certificate in\nthe form of a Non-Book Entry Certificate or any Uncertificated Interest shall deliver to the transferor, the Depositor, the Certificate\nRegistrar, the\n\n - 413 - \n\n \n\nCertificate Administrator and the Trustee\nrepresentation letters, substantially in the form of Exhibit L-3 and, except in the case of an Uncertificated Interest,\nExhibit L-4 to this Agreement. Each beneficial owner of a Trust Certificate (other than a Class S or Class R\nCertificate) or any interest therein will be deemed to have represented, by virtue of its acquisition or holding of such Trust Certificate\nor interest therein, that either (i) it is not a Plan or Plan Investor, (ii) except in the case of an ERISA Restricted Certificate\nor a Class VRR Certificate (regardless of whether it is an ERISA Restricted Certificate), it has acquired and is holding the Trust\nCertificates in reliance on the Underwriter Exemption, and that it understands that there are certain conditions to the availability of\nthe Underwriter Exemption, including that the Trust Certificates must be rated, at the time of purchase, not lower than “BBB-”\n(or its equivalent) by a rating agency that meets the requirements of the Underwriter Exemption and that such Trust Certificate is so\nrated and that it is an Institutional Accredited Investor, (iii) except in the case of a Class VRR Certificate (unless it is\nbeing sold or transferred through an Initial Purchaser with an Underwriter Exemption), (1) it is an insurance company, (2) the\nsource of funds used to acquire or hold the Trust Certificate or interest therein is an “insurance company general account,”\nas such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied, or (iv)\n(1) it is a plan subject to Similar Law and (2) its acquisition, holding and disposition of the Offered Certificate will not give rise\nto or constitute a non-exempt violation of any Similar Law. Each beneficial owner of a Trust Certificate or an interest therein which\nis a governmental plan or other plan subject to Similar Law shall be deemed to have represented, by virtue of its acquisition or holding\nof such Trust Certificate or interest therein that the acquisition, holding and disposition of such Trust Certificate or an interest therein\nby the purchaser will not constitute or otherwise result in a non-exempt violation of Similar Law. Any attempted or purported transfer\nin violation of these transfer restrictions shall be null and void *ab initio* and shall vest no rights in any purported transferee\nand shall not relieve the transferor of any obligations with respect to the applicable Trust Certificates.\n\n(o)              \n(i)                                        The Depositor hereby directs the Certificate Administrator to register each Uncertificated Interest, upon issuance, in the\nCertificate Register in the name of the Initial Uncertificated VRR Interest Owner.  No Person shall be permitted to own, directly\nor indirectly, any interest in an Uncertificated Interest other than (i) the initial Uncertificated Interest Owner of such Uncertificated\nInterest or one of its Majority-Owned Affiliates that is not a Non-Exempt Person or (ii) a Person that provides financing permitted under\nRegulation RR (a “Permitted Lender”) to the applicable  Uncertificated Interest Owner or such Majority Owned Affiliate;\n*provided*, *further*, that if such financing is provided by the Permitted Lender in a repurchase transaction, the applicable\ninitial Uncertificated Interest Owner or such Majority-Owned Affiliate of the applicable initial Uncertificated Interest Owner may transfer\nits interest in such Uncertificated Interest to the Permitted Lender so long as the applicable initial Uncertificated Interest Owner or\nsuch Majority-Owned Affiliate is obligated to repurchase such interest in such Uncertificated Interest pursuant to the terms of the related\nfinancing documents.  An Uncertificated Interest Owner, if it wishes to transfer its Uncertificated Interest, shall notify the Certificate\nAdministrator in writing of such transfer and identify the new Uncertificated Interest Owner.  The Certificate Administrator shall\nregister the ownership of each Uncertificated Interest on the Certificate Register.  Any transfer of an Uncertificated Interest (including\n\n - 414 - \n\n \n\nto a Majority Owned Affiliate) shall\nbe null and void *ab initio*to the extent permitted under applicable law unless all of the following is provided to the Certificate\nAdministrator: (i) a written instrument whereby the transferor of such Uncertificated Interest assigns, and the transferee of such\nUncertificated Interest assumes, all rights and obligations in connection with such Uncertificated Interest under this Agreement; (ii)\nthe transferor of such Uncertificated Interest has executed and delivered to the Certificate Administrator a certification in the form\nof Exhibit L-7B hereto, which certification must (x) be countersigned by the applicable Retaining Party (if different than the\ntransferor), the Retaining Sponsor or applicable Loan-Specific Retaining Sponsor, as applicable, and the Depositor and (y) include a medallion\nstamp guarantee of such Retaining Party; and (iii) the transferee of such Uncertificated Interest has executed and delivered to the Certificate\nAdministrator a certification in the form of Exhibit L-7A, which certification must (x) be countersigned by the applicable Retaining\nParty, the Retaining Sponsor or applicable Loan-Specific Retaining Sponsor, as applicable, and the Depositor, (y) include a medallion\nstamp guarantee of such Retaining Party and (z) include wiring instructions and contact information for such transferee.  Notwithstanding\nanything else in this Agreement to the contrary, no Person shall have any rights hereunder with respect to an Uncertificated Interest\nunless (i) such Person is the Retaining Sponsor or applicable Loan-Specific Retaining Sponsor, as applicable, or (ii) in the case\nof any Majority-Owned Affiliate of such Retaining Sponsor or applicable Loan-Specific Retaining Sponsor, as applicable, such Person is\nidentified in writing to the Certificate Administrator as being the applicable Uncertificated Interest Owner, or (iii) in the case\nof any subsequent transferee, such Person is identified as being the applicable Uncertificated Interest Owner on the ownership registry. \nThe Certificate Administrator, the other parties to this Agreement and the Certificateholders shall be entitled to treat an Uncertificated\nInterest Owner (in the case of any subsequent Uncertificated Interest Owner, as recorded on such ownership registry) as the owner in fact\nof the applicable Uncertificated Interest for all purposes and shall not be bound to recognize any equitable or other claim to or interest\nin such Uncertificated Interest on the part of any other Person.  Any transfer of an interest in an Uncertificated Interest that\nis not in compliance with this Section 5.03(o)(i) or Section 5.03(n) shall be null and void *ab initio* to the extent\npermitted under applicable law.\n\n(ii)                                   Each initial\nUncertificated Interest Owner and any subsequent Uncertificated Interest Owner shall be deemed by virtue of its acceptance of an Uncertificated\nInterest  to represent to the Trust and the Certificate Administrator (for the benefit of the borrowers) that it is not a Non-Exempt\nPerson.  Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of the Agreement,\neach Uncertificated Interest Owner shall deliver to the Certificate Administrator evidence satisfactory to the Certificate Administrator\nsubstantiating that it is not a Non-Exempt Person and that the Certificate Administrator is not obligated under applicable law to withhold\ntaxes on sums paid to it with respect to the Mortgage Loans or otherwise under this Agreement.  Without limiting the effect of\nthe foregoing, (a) if an Uncertificated Interest Owner is created or organized under the laws of the United States, any state\nthereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Certificate Administrator\nan Internal Revenue Service Form W-9 and (b) if an Uncertificated Interest Owner is not created or organized\n\n - 415 - \n\n \n\nunder the laws of the United States, any\nstate thereof or the District of Columbia, and if the payment of interest or other amounts by the borrowers is treated for United States\nincome tax purposes as derived in whole or part from sources within the United States, such Uncertificated Interest Owner shall satisfy\nthe requirements of the preceding sentence by furnishing to the Certificate Administrator an Internal Revenue Service Form W-8ECI, Form\nW-8IMY (with appropriate attachments), Form W-8BEN-E or Form W-8BEN, or successor forms, as may be required from time to time, duly executed\nby such Uncertificated Interest Owner, as evidence of such Uncertificated Interest Owner’s exemption from the withholding of United\nStates tax with respect thereto.  The Certificate Administrator shall not be obligated to make any payment hereunder to an Uncertificated\nInterest Owner in respect of an Uncertificated Interest  or otherwise until such Uncertificated Interest Owner shall have furnished\nto the Certificate Administrator the forms, certificates, statements or documents required by this Section 5.03(o)(ii).\n\n(p)              \nEach Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual\nOwnership Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership\nInterest are expressly subject to the following provisions:\n\n(i)                                      Each Person acquiring\nor holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such Residual Ownership Interest\nas agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted Transferee. Any such Person\nshall promptly notify the Certificate Registrar of any change or impending change in its status (or the status of the beneficial owner\nof such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in the first sentence of this Section 5.03(p)\nby a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person who is not a Permitted Transferee\nshall be void *ab initio* and of no effect, and the immediately preceding owner who was a Permitted Transferee shall be restored\nto registered and beneficial ownership of the Residual Ownership Interest as soon and as fully as possible.\n\n(ii)                                   No Residual Ownership\nInterest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the express written consent\nof the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such proposed Transfer shall not be\neffective, without such consent with respect thereto. In connection with any proposed Transfer of any Residual Ownership Interest, other\nthan in connection with the initial Transfer thereof to the Initial Purchasers, the Certificate Registrar shall, as a condition to such\nconsent, (x) require the proposed transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar\nand to the proposed transferor, an affidavit (or, solely in connection with the initial issuance of such Residual Ownership Interest,\na certification) in substantially the form attached as Exhibit L-1 to this Agreement (a “Transferee Affidavit”)\nof the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed\ntransferee historically has paid its debts as they have come due and\n\n - 416 - \n\n \n\nintends to do so in the future, (2) the\nproposed transferee understands that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows\ngenerated by the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest\nas they become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable\nto a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee\nor any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not\nprovide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee\nor is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the\nproposed transferee expressly agrees to be bound by and to comply with the provisions of this Section 5.03(p) and (y) other\nthan in connection with the initial issuance of a Class R Certificate or the Transfer of any Class R Certificate by any Initial\nPurchaser in connection with the initial offering of the Trust Certificates, require a statement from the proposed transferor substantially\nin the form attached as Exhibit L-2A to this Agreement (the “Transferor Letter”), that the proposed\ntransferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to\nknow that the proposed transferee’s statements in the preceding clauses (x)(B)(1) or (3) are false.\n\n(iii)                                Notwithstanding\nthe delivery of a Transferee Affidavit by a proposed transferee under clause (p)(ii) above, if a Responsible Officer of the Certificate\nRegistrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed transferee shall\nbe effected and such proposed Transfer shall not be registered on the Certificate Register; *provided*, *however*, the Certificate\nRegistrar shall not be required to conduct any independent investigation to determine whether a proposed transferee is a Permitted Transferee.\nUpon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a Disqualified Organization or an agent\nthereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions, and in any event not later than 60 days\nafter a request for information from the transferor of such Residual Ownership Interest or such agent, the Certificate Registrar and\nthe Certificate Administrator agree to furnish to the IRS and the transferor of such Residual Ownership Interest or such agent such information\nnecessary to the application of Code Section 860E(e) as may be required by the Code, including, but not limited to, the\npresent value of the total anticipated excess inclusions with respect to such Class R Certificate (or portion thereof) for periods\nafter such Transfer. At the election of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing\nand furnishing such information to the transferor or to such agent referred to above; *provided*, *however*, such Persons shall\nin no event be excused from furnishing such information.\n\n(q)              \nThe Class R Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified\nInstitutional Buyers. The Class S\n\n - 417 - \n\n \n\nCertificates may only be represented\nby Definitive Certificates and may only be transferred to and owned by Qualified Institutional Buyers or Institutional Accredited Investors.\n\n(r)                \nAny attempted or purported transfer in violation of the transfer restrictions set forth in this Article V shall be null\nand void ab initio and shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations with respect\nto the applicable Trust Certificates.\n\nSection 5.04                \nMutilated, Destroyed, Lost or Stolen Trust Certificates. If (a) any mutilated Trust Certificate is surrendered to the\nCertificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Trust\nCertificate and (b) there is delivered to the Certificate Registrar, the Trustee and the Certificate Administrator such security\nor indemnity as may be required by it to save it harmless, then, in the absence of actual notice that such Trust Certificate has been\nacquired by a bona fide purchaser, the Certificate Registrar shall direct the Certificate Administrator to execute, authenticate and deliver,\nin exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate of like tenor and\ninterest in the Trust Fund. In connection with the issuance of any new Trust Certificate under this Section 5.04, the Certificate\nRegistrar and the Certificate Administrator may require the payment of a sum sufficient to cover any expenses (including the fees and\nexpenses of the Certificate Registrar) connected therewith. Any replacement Trust Certificate issued pursuant to this Section 5.04\nshall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost,\nstolen or destroyed Trust Certificate shall be found at any time.\n\nSection 5.05                \nPersons Deemed Owners. The Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator\nand the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Trust Certificate is registered as\nthe owner of such Trust Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes\nwhatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator,\nthe Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary; *provided*, *however*,\nthat to the extent that a party to this Agreement responsible for distributing any report, statement or other information required to\nbe distributed to Trust Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute\nsuch report, statement or other information to a Beneficial Owner (or prospective transferee) under the same circumstances, and subject\nto the same conditions, as such report, statement or other information would be provided to a Trust Certificateholder.\n\nSection 5.06                \nAppointment of Paying Agent. The Certificate Administrator may appoint (and, if it does not so appoint, shall act as) a\npaying agent for the purpose of making distributions to the Trust Certificateholders and the Uncertificated Interest Owners pursuant to\nSection 4.01 of this Agreement. The Certificate Administrator shall cause such Paying Agent, if other than the Certificate Administrator\nor the Master Servicer, to execute and deliver to the Master Servicer and the Certificate Administrator an instrument that is consistent\nin all material respects with this Agreement and in which such Paying Agent shall agree with the Master Servicer and the Certificate Administrator\nthat such Paying Agent will hold all sums held by it for payment to the Trust Certificateholders and the Uncertificated Interest Owners\nin trust for the benefit of the Trust Certificateholders and Uncertificated Interest Owners entitled thereto until such sums have been\npaid\n\n - 418 - \n\n \n\nto such Trust Certificateholders and Uncertificated\nInterest Owners or disposed of as otherwise provided herein. The initial Paying Agent shall be the Certificate Administrator. The Paying\nAgent shall at all times be an entity having a long-term unsecured debt rating of at least (i) “Baa1” by Moody’s,\n(ii) “BBB-” from KBRA (or, if not rated by KBRA, then at least an equivalent rating by two other NRSROs, which may include\nFitch and Moody’s), and (iii) “BBB+” from Fitch (*provided* that for so long as (1) the Paying Agent is the Certificate\nAdministrator and (2) Citibank, N.A. is the Certificate Administrator, Citibank, N.A. will be deemed to have satisfied the rating requirements\nin clauses (i), (ii) and (iii) if Citibank, N.A. satisfies all Rating Agencies’ requirements applicable to\nthe Certificate Administrator set forth in Section 8.06 of this Agreement), or shall be, in the case of any such Rating Agency,\notherwise acceptable thereto as evidenced by a Rating Agency Confirmation.\n\nSection 5.07                \nAccess to Trust Certificateholders’ Names and Addresses; Special Notices.\n\n(a)               \nThe Certificate Registrar shall maintain in as current form as is reasonably practicable the most recent list available to it of\nthe names and addresses of the Trust Certificateholders. If any Trust Certificateholder or Beneficial Owner (a “Certifying Certificateholder”)\nthat has delivered an executed certification as contemplated by Section 5.07(c) reflecting the appropriate information to\nthe Certificate Administrator at 388 Greenwich Street, 26th Floor, New York, New York 10013 – Benchmark 2026-V22 with a copy to:\n*ratingagencynotice@citi.com*, (i) requests in writing from the Certificate Registrar a list of the names and addresses of Trust\nCertificateholders, (ii) states that such Certifying Certificateholder desires to communicate with other Trust Certificateholders\nand Beneficial Owners with respect to its rights under this Agreement or under the Trust Certificates and (iii) provides a copy of\nthe communication which Certifying Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10) Business\nDays after the receipt of such request (a “Communication Request”), furnish such Certifying Certificateholder (at such\nCertifying Certificateholder’s sole cost and expense) a list of the names and addresses of the Trust Certificateholders as of the\nmost recent Record Date as they appear in the Certificate Register. Every Trust Certificateholder, by receiving and holding a Trust Certificate,\nagrees that the Certificate Registrar shall not be held accountable by reason of the disclosure of any such information as to the list\nof the Trust Certificateholders hereunder, regardless of the source from which information was derived. The Master Servicer, the Special\nServicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the names\nand addresses of Trust Certificateholders from time to time upon request therefor.\n\n(b)              \nThe Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 5.07(a)\nprior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution Date)\nfrom a Trust Certificateholder or Beneficial Owner to communicate with other Trust Certificateholders and/or Beneficial Owners related\nto exercising their rights under the terms of this Agreement. Any Form 10-D containing such disclosure (a “Special Notice”)\nregarding the request to communicate shall include the following and no more than the following (a) the name of the Trust Certificateholder\nor Beneficial Owner making the request, (b) the date the request was received, (c) a statement to the effect that the Certificate\nAdministrator has received such request, stating that such Trust\n\n - 419 - \n\n \n\nCertificateholder or Beneficial Owner\nis interested in communicating with other Trust Certificateholders or Beneficial Owners with regard to the possible exercise of rights\nunder this Agreement, and (d) a description of the method other Trust Certificateholders or Beneficial Owners may use to contact\nthe requesting Trust Certificateholder or Beneficial Owner.\n\n(c)               \nIn verifying the identity of any Trust Certificateholder or Beneficial Owner in connection with any request to communicate, (i) if\nthe Trust Certificateholder or Beneficial Owner is the holder of record with respect to any Trust Certificate, the Certificate Administrator\nshall not require any further verification or (ii) if the Trust Certificateholder or Beneficial Owner is not the holder of record\nwith respect to any Trust Certificate, the Certificate Administrator shall require no more than (x) a written certification from\nsuch Trust Certificateholder or Beneficial Owner that it is the beneficial owner of a Trust Certificate and (y) one of the following\ndocuments confirming ownership of such Trust Certificate: a trade confirmation, an account statement, a letter from a broker-dealer\nor another document acceptable to the Certificate Administrator that is similar to any of the foregoing documents. The Certificate Administrator\nshall not have any obligation to verify the information provided by any Trust Certificateholder or Beneficial Owner in any request to\ncommunicate and may rely on such information conclusively. Any Trust Certificateholder or Beneficial Owner will be responsible for its\nown expenses in making any Communication Request, but will not be required to bear any expenses of the Certificate Administrator. Any\nexpenses the Certificate Administrator incurs in connection with any request to communicate will be paid by the Trust.\n\nSection 5.08                \nActions of Certificateholders or Loan-Specific Certificateholders.\n\n(a)               \nAny request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or\ntaken by Certificateholders or Loan-Specific Certificateholders may be embodied in and evidenced by one or more instruments of substantially\nsimilar tenor signed by such Certificateholders or Loan-Specific Certificateholders in person or by agent duly appointed in writing; and\nexcept as herein otherwise expressly *provided*, such action shall become effective when such instrument or instruments are delivered\nto the Certificate Administrator and, when required, to the Depositor, the Master Servicer or the Special Servicer. Proof of execution\nof any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive\nin favor of the Trustee, the Certificate Administrator, the Depositor, the Special Servicer and the Master Servicer, if made in the manner\nprovided in this Section.\n\n(b)              \nThe fact and date of the execution by any Certificateholder or Loan-Specific Certificateholder of any such instrument or writing\nmay be proved in any reasonable manner which the Certificate Administrator deems sufficient.\n\n(c)               \nAny request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder or Loan-Specific Certificateholder\nshall bind every Holder of every Trust Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu\nthereof, in respect of anything done, or omitted to be done, by the Trustee,\n\n - 420 - \n\n \n\nthe Certificate Administrator, the Depositor,\nthe Special Servicer or the Master Servicer in reliance thereon, whether or not notation of such action is made upon such Trust Certificate.\n\n(d)              \nThe Certificate Administrator or Certificate Registrar may require such additional proof of any matter referred to in this Section 5.08\nas it shall deem necessary.\n\nSection 5.09                \nAuthenticating Agent. The Certificate Administrator may appoint an Authenticating Agent to execute and to authenticate Trust\nCertificates. The Authenticating Agent must be acceptable to the Depositor and must be an entity organized and doing business under the\nlaws of the United States of America or any state, having a principal office and place of business in a state and city acceptable to the\nDepositor, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject\nto supervision or examination by federal or state authorities. The Certificate Administrator shall serve as the initial Authenticating\nAgent and the Certificate Administrator hereby accepts such appointment.\n\nAny entity into which the\nAuthenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion\nor consolidation to which the Authenticating Agent shall be party, or any entity succeeding to the corporate agency business of the Authenticating\nAgent, shall be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Certificate\nAdministrator or the Authenticating Agent.\n\nThe Authenticating Agent\nmay at any time resign by giving at least 30 days’ advance written notice of resignation to the Certificate Administrator and\nthe Depositor. The Certificate Administrator may at any time terminate the agency of the Authenticating Agent by giving written notice\nof termination to the Authenticating Agent and the Depositor. Upon receiving a notice of resignation or upon such a termination, or in\ncase at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.09,\nthe Certificate Administrator promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the Depositor, and\nshall mail notice of such appointment to all Trust Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment\nhereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect\nas if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the\nprovisions of this Section 5.09.\n\nThe Authenticating Agent\nshall have no responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator. Any compensation\npaid to the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator. The appointment of an Authenticating\nAgent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain\nresponsible for all acts and omissions of the Authenticating Agent.\n\nSection 5.10                \nAppointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder\nor may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering\n\n - 421 - \n\n \n\ninto a Custodial Agreement (in the event the\nCertificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator\nshall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with\nthe terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Trust\nCertificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders and to cause any Custodian appointed by\nthe Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain\nfrom acting. Each Custodian shall: (i) except in the case of the initial Custodian, be a depository institution subject to supervision\nby federal or state authority; (ii) have a combined capital and surplus of at least $15,000,000; (iii) except in the case of the initial\nCustodian, have a long-term unsecured debt rating of at least (A) “BBB” from Fitch, (B) “Baa2” from Moody’s\nand (C) “BBB-” by KBRA (or, if not rated by KBRA, then at least an equivalent rating by two other NRSROs); and (iv) be qualified\nto do business in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be amended only as provided in Section 12.07\nof this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate\nAdministrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed\nin accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain\na fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement,\nwith the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its\nrespective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends\nto the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering\nloss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and\namount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator\nnamed as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall\nbe issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating\nAgency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate\nAdministrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination\nor resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements.\nThe appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate\nAdministrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the\nCustodian, the Custodian may self-insure.\n\nSection 5.11                \nMaintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices\nor agency or agencies where Trust Certificates may be surrendered for registration of transfer or exchange and where notices and demands\nto or upon the Certificate Registrar in respect of the Trust Certificates and this Agreement may be served. The Certificate Registrar\ninitially designates its office at 480 Washington Boulevard, 16th Floor, Jersey City, New Jersey 07310, Attention: Securities Window,\nas its office for such purposes. The Certificate Registrar shall give prompt written notice to the Trust Certificateholders and the\n\n - 422 - \n\n \n\nUncertificated Interest Owners of any change\nin the location of the Certificate Register or any such office or agency.\n\nSection 5.12                \nVoting Procedures. With respect to any matters submitted to Trust Certificateholders for a vote, the Certificate Administrator\nshall administer such vote through the Depository with respect to Global Certificates and directly with registered Holders by mail with\nrespect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following procedures, unless\ndifferent procedures are otherwise described herein with respect to a specific vote:\n\n(a)               \nAny matter submitted to Trust Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.\nSuch notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline which,\nunless otherwise specifically contemplated herein for any particular matter, shall be no less than thirty (30) days and no later\nthan sixty (60) days after the date such notice is distributed. The notice and related ballot shall be sent to Holders of Global\nCertificates through the Depository and by mail to the registered Holders of Definitive Certificates. In addition, the notice and related\nballot shall be posted to the Certificate Administrator’s Website. Notices delivered in this manner shall be considered delivered\nto all Holders regardless of whether any Holder actually receives the notice and ballot.\n\n(b)              \nIn connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings\nin the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance with\ntheir Voting Rights. Voting Rights with respect to any outstanding Class of Trust Certificates shall be calculated by the Certificate\nAdministrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding\nCertificate Balance or Notional Amount, as applicable, greater than zero as of the record date of the vote shall be permitted to vote.\nOnce a Holder has cast its vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall\nbe communicated by the Trust Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed,\nvotes may not be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion\nof the Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into\nconsideration the votes cast by any other Holder. Transferees or purchasers of any Class of Trust Certificates are subject to and\nshall be bound by all votes of Holders initiated or conducted prior to its acquisition of such Trust Certificates.\n\n(c)               \nThe Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator\nshall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible or incomplete\nballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted. Promptly after\nthe votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote. Such notice shall include\nthe percentage of Voting Rights in favor of the proposition, the percentage against the proposition and the percentage abstaining. In\naddition, the notice\n\n - 423 - \n\n \n\nwill announce whether the proposition\nhas been adopted by the applicable Trust Certificateholders. The notice shall be distributed in accordance with the methods described\nin Section 5.12(a) above. The Certificate Administrator shall also include such notice on the Form 10-D prepared in connection\nwith the distribution period that corresponds with the date such notice is distributed. All vote tabulations shall be final and the Certificate\nAdministrator shall not, absent manifest error, re-tabulate the votes or conduct a new vote for the same proposition.\n\n(d)              \nUnless otherwise specifically provided herein, any and all reasonable expenses incurred by the Certificate Administrator in connection\nwith administering any vote shall be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders about\nthe matter being voted on or answer questions other than process-related questions regarding the administration of the vote.\n\n(e)               \nIf any party to this Agreement believes a vote of Trust Certificateholders is needed for some matter related to the administration\nof the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and\nthe Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided herein,\nall such votes require a majority of the applicable Trust Certificateholders to carry a proposition.\n\nArticle\nVI\n\nTHE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the\n\nOperating Advisor, THE Asset Representations Reviewer and the\n\nControlling\nClass Representative\n\nSection 6.01                \nLiability of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating\nAdvisor. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each\nshall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement. Each of the Master\nServicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall indemnify the Depositor (and any employee,\ndirector or officer of the Depositor), the Trust Fund and the Serviced Companion Loan Holders and hold the Depositor (and any employee,\ndirector or officer of the Depositor), the Trust Fund and the Serviced Companion Loan Holders harmless against any loss, liability or\nreasonable expense (including, without limitation, reasonable attorneys’ fees and expenses, which for the avoidance of doubt include\nreasonable attorneys’ fees and expenses related to the enforcement of this indemnity) incurred by such parties (i) as a result\nof any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Master Servicer, the Special Servicer, the\nOperating Advisor or the Asset Representations Reviewer, as the case may be, or by reason of negligent disregard of such Person’s\nobligations or duties hereunder, or (ii) as a result of the breach by the Master Servicer, the Special Servicer, the Operating Advisor\nor the Asset Representations Reviewer, as the case may be, of any of its representations or warranties contained herein. The Depositor\nshall indemnify the Trust Fund and the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating\nAdvisor and the Asset Representations Reviewer, and any member, manager, employee, director or officer of the Master Servicer, the Special\nServicer, the Trustee, the Certificate Administrator, the\n\n - 424 - \n\n \n\nOperating Advisor or the Asset Representations\nReviewer and hold the Trust Fund and the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating\nAdvisor and the Asset Representations Reviewer and any member, manager, employee, director or officer of either the Master Servicer, the\nSpecial Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer harmless against any loss, liability or reasonable\nexpense (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such parties (i) in connection\nwith any willful misconduct, bad faith, fraud and/or negligence in the performance of duties of the Depositor or by reason of negligent\ndisregard of the Depositor obligations or duties hereunder, or (ii) as a result of the breach by the Depositor of any of its representations\nor warranties contained herein.\n\nSection 6.02                \nMerger or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.\nSubject to the following paragraph, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations\nReviewer shall keep in full effect its existence, rights and good standing as a national banking association, a corporation or a limited\nliability company, as applicable, under the laws of the state of its organization and shall not jeopardize its ability to do business\nin each jurisdiction in which the Mortgaged Properties are located, to the extent necessary to perform its obligations under this Agreement,\nor to protect the validity and enforceability of this Agreement, the Trust Certificates or any of the Trust Loans and to perform its respective\nduties under this Agreement.\n\nEach of the Master Servicer,\nthe Special Servicer, the Operating Advisor and the Asset Representations Reviewer may be merged or consolidated with or into any Person,\nor transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets related to commercial\nmortgage loan servicing or, in the case of the Operating Advisor, may be limited to all or substantially all of its assets related to\nacting as a trust advisor or operating advisor for commercial mortgage securitizations) to any Person, in which case any Person resulting\nfrom any merger or consolidation to which it shall be a party, or any Person succeeding to its business, shall be the successor of the\nMaster Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, hereunder, and shall\nbe deemed to have assumed all of the liabilities of the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations\nReviewer, as applicable, hereunder, if each of the Rating Agencies has provided a Rating Agency Confirmation; *provided* that if\nthe Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer enters into a merger and the Master\nServicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, is the surviving entity under\napplicable law, then the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable,\nshall not, as a result of the merger, be required to provide a Rating Agency Confirmation.\n\nSection 6.03                \nLimitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer and Others. None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer or any of the directors, members, managers, officers, employees or agents of the Depositor, the Master Servicer, the Special\nServicer, the Operating Advisor or the Asset Representations Reviewer shall be under any liability to the Trust Fund, the Trust Certificateholders,\nthe Uncertificated Interest Owners, the Companion Loan Holders or any other Person for any action taken, or for refraining from the taking\nof any action, in good faith pursuant to this Agreement, or for\n\n - 425 - \n\n \n\nerrors in judgment. However, none of the Depositor,\nthe Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person shall be protected\nagainst any liability which would otherwise be imposed by reason of (i) any breach of warranty or representation by such respective\nparty in this Agreement or (ii) any willful misconduct, bad faith, fraud or negligence on the part of such respective party in the\nperformance of its obligations and duties hereunder or by reason of negligent disregard on the part of such respective party of its obligations\nor duties hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer\nand any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer, the Special Servicer, the Operating\nAdvisor or the Asset Representations Reviewer may rely in good faith on any document of any kind which, prima facie, is properly executed\nand submitted by any appropriate Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer,\nthe Operating Advisor, the Asset Representations Reviewer and any director, member, manager, officer, employee or agent of the Depositor,\nthe Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall be indemnified and held harmless\nby the Trust Fund (which indemnification amounts shall be payable out of the Collection Account or the applicable Whole Loan Custodial\nAccount if and to the extent with respect to a Serviced Whole Loan and then out of the Collection Account, *provided* that, to the\nextent that the amount relates to a Serviced Whole Loan, is required under the related Co-Lender Agreement to be borne by the holder\nof a related Serviced Companion Loan and is paid from the Collection Account because funds on deposit in the applicable Whole Loan Custodial\nAccount are insufficient to pay such indemnification, then the Master Servicer shall from time to time thereafter use amounts otherwise\npayable to the holder of such Serviced Companion Loan to deposit into the Collection Account the amount so paid from the Collection Account)\nagainst any loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including reasonable legal fees and expenses, which\nfor the avoidance of doubt include reasonable legal fees and expenses related to the enforcement of this indemnity) incurred in connection\nwith, or relating to, this Agreement, the Trust Certificates or the Uncertificated Interests, other than any such loss, liability, penalty,\nfine, forfeiture, claim, judgment or expense (including any such legal fees and expenses) (i) incurred by reason of willful misconduct,\nbad faith, fraud or negligence in the performance of its obligations or duties hereunder or by reason of negligent disregard of its obligations\nor duties hereunder, in each case by the Person being indemnified, (ii) with respect to any such party, resulting from the breach\nby such party of any of its representations or warranties contained herein, (iii) specifically required to be borne by the party\nseeking indemnification without right of reimbursement pursuant to the terms hereof or (iv) which constitutes an Advance that is\notherwise reimbursable hereunder. None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset\nRepresentations Reviewer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related\nto its respective duties under this Agreement and in its opinion does not expose it to any expense or liability for which reimbursement\nis not reasonably assured, and neither the Operating Advisor nor the Asset Representations Reviewer may prosecute on behalf of the Trust\nor in the interests of the Trust Certificateholders and/or the Uncertificated Interest Owners any legal action related to its duties under\nthis Agreement under any circumstances; *provided*, *however*, that each of the Depositor, the Master Servicer and the Special\nServicer may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable\nwith respect to this Agreement and the rights and duties of the parties hereto and the interests of the Trust Certificateholders and the\nUncertificated Interest Owners hereunder. In such event, the reasonable legal expenses and costs of such action and any liability\n\n - 426 - \n\n \n\nresulting therefrom shall be expenses, costs\nand liabilities of the Trust Fund (payable out of the Collection Account or the applicable Whole Loan Custodial Account if and to the\nextent with respect to a Serviced Whole Loan and then out of the Collection Account, *provided* that to the extent that the amount\nrelates to a Serviced Whole Loan, is required under the related Co-Lender Agreement to be borne by the holder of a related Serviced\nCompanion Loan and is paid from the Collection Account because funds on deposit in the applicable Whole Loan Custodial Account are insufficient\nto pay such indemnification, then the Master Servicer shall from time to time thereafter use amounts otherwise payable to the holder of\nsuch Serviced Companion Loan to deposit into the Collection Account the amount so paid from the Collection Account), and the Depositor,\nthe Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Collection Account or the applicable\nWhole Loan Custodial Account, as applicable, as provided in Section 3.06 and Section 3.06A of this Agreement.\n\nEach of the related Outside\nServicer, the related Outside Special Servicer or the related Outside Trustee, as applicable, shall be entitled to reimbursement out of\ngeneral collections in the Collection Account for the Trust’s *pro rata* share of any fees, costs or expenses incurred in connection\nwith the servicing and administration of an Outside Serviced Whole Loan as to which the securitization trust created under the applicable\nOutside Servicing Agreement or any of the parties thereto are entitled to be reimbursed pursuant to the terms of the applicable Outside\nServicing Agreement and the related Co-Lender Agreement (to the extent amounts on deposit in the related “Serviced Whole Loan\nCustodial Account” or “Whole Loan Custodial Account” (as each such term or any analogous term is defined in the applicable\nOutside Servicing Agreement) are insufficient for reimbursement of such amounts).\n\nSection 6.04                \nLimitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor.\n\n(a)               \nEach of the Master Servicer and the Special Servicer may resign, assign its respective rights and delegate its respective\nduties and obligations under this Agreement by giving written notice thereof to the other such party, the Trustee, the Certificate Administrator\n(who shall post such notice to the Certificate Administrator’s Website for review by Privileged Persons in accordance with Section 4.02(a)),\nthe Depositor, the Operating Advisor, the Asset Representations Reviewer, the Serviced Companion Loan Holders and, for posting to the\nRule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5\nInformation Provider; *provided* that, with respect to any of the Master Servicer or the Special Servicer: (i) the successor\naccepting such assignment and delegation (A) shall be an established mortgage finance entity, bank or other entity regularly engaged\nin the servicing of commercial mortgage loans, organized and doing business under the laws of any state of the United States, the District\nof Columbia or the United States, authorized under such laws to perform the duties of a servicer of mortgage loans or a Person resulting\nfrom a merger, consolidation or succession that is permitted under Section 6.02 of this Agreement and, in the case of a Serviced\nWhole Loan, under the related Co-Lender Agreement and (B) shall execute and deliver to the Trustee and the Certificate Administrator\nan agreement which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition\nto be performed or observed by the Master Servicer or the Special Servicer, as the case may be, under this Agreement from and after the\ndate of such agreement; (ii) each\n\n - 427 - \n\n \n\nRating Agency has delivered to the Trustee\na Rating Agency Confirmation; (iii) the Master Servicer or the Special Servicer shall not be released from its obligations under\nthis Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.04; (iv) the\nrate at which the Servicing Fee or Special Servicing Compensation, as applicable (or any component thereof) is calculated shall not\nexceed the rate then in effect; (v) for so long as no Control Termination Event has occurred and is continuing, the successor Special\nServicer is acceptable to the Controlling Class Representative (and, if a Serviced Outside Controlled Whole Loan is affected, the successor\nSpecial Servicer is acceptable to the related Outside Controlling Note Holder); (vi) the resigning Master Servicer or Special Servicer,\nas applicable, shall be responsible for the reasonable costs and expenses of each other party hereto, the Trust and the Rating Agencies\nin connection with such transfer; (vii) none of the Operating Advisor, the Asset Representations Reviewer nor any of their Affiliates\nshall in any event be appointed as successor Master Servicer or Special Servicer; and (viii) none of the Third Party Purchaser, any Loan-Specific\nThird Party Purchaser or any of their Risk Retention Affiliates shall in any event be appointed as successor Master Servicer. Upon acceptance\nof such assignment and delegation, the purchaser or transferee shall be the successor Master Servicer or Special Servicer, as applicable,\nhereunder.\n\n(b)              \nExcept as otherwise provided in Section 3.34, this Section 6.04 and Section 6.08(j), the Master\nServicer and the Special Servicer shall not resign from their respective obligations and duties hereby imposed on them except upon determination\nthat such duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with\nany other activities carried on by it; *provided* that, on and after the time the Trustee receives notice of resignation by the Master\nServicer or the Special Servicer upon determination that such duties hereunder are no longer permissible under applicable law, the Trustee\n(solely with respect to the Master Servicer or the Special Servicer) shall, subject to the terms and provisions of Section 7.02\nof this Agreement as if the resigning party was a Terminated Party, be its successor in all respects in its capacity as Master Servicer\nor Special Servicer, as applicable, as though the Master Servicer or the Special Servicer, as the case may be, had received a notice of\ntermination. Any such determination permitting the resignation of the Master Servicer or the Special Servicer, as applicable, shall be\nevidenced by an Opinion of Counsel (obtained at the resigning Master Servicer’s or Special Servicer’s expense) to such effect\ndelivered to the Trustee and the Certificate Administrator.\n\nExcept as provided in the\nimmediately preceding paragraph, no resignation or removal of the Master Servicer or the Special Servicer as contemplated herein shall\nbecome effective until the Trustee or a successor Master Servicer or successor Special Servicer shall have assumed the Master Servicer’s\nor the Special Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder. Notwithstanding anything\nto the contrary herein, none of the Operating Advisor, the Asset Representations Reviewer nor any of their Affiliates may be appointed\nas successor Master Servicer or Special Servicer. If no successor Master Servicer or Special Servicer can be obtained to perform such\nobligations for the same compensation to which the terminated Master Servicer or Special Servicer would have been entitled, additional\namounts payable to such successor Master Servicer or Special Servicer shall be payable out of the Trust; *provided* that, for so\nlong as no Consultation Termination Event has occurred and is continuing,\n\n - 428 - \n\n \n\nthe Trustee shall consult with the Controlling\nClass Representative prior to the appointment of a successor Master Servicer, Special Servicer or Operating Advisor at a servicing or\noperating advisor compensation in excess of that permitted to the terminated Master Servicer, Special Servicer or Operating Advisor, as\napplicable.\n\nIf the Trustee or an Affiliate\nacts pursuant to this Section 6.04 as successor to the resigning Master Servicer, it may reduce the Excess Servicing Fee Rate\nto the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the\nmarket rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Master Servicer other than itself or\nan Affiliate pursuant to this Section 6.04, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary\n(in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of\nthis Section 6.04.\n\n(c)               \nThe Operating Advisor may resign from its obligations and duties under this Agreement (a) upon thirty (30) days’\nprior written notice to the parties to this Agreement, any applicable Directing Holder and any applicable Consulting Parties and (b) upon\nthe appointment of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and\nreceipt by the Trustee of Rating Agency Confirmation from each Rating Agency. Except as provided in Section 6.04(d), no such\nresignation by the Operating Advisor shall become effective until a replacement Operating Advisor shall have assumed the resigning Operating\nAdvisor’s responsibilities and obligations under this Agreement. The successor entity assuming the obligations of the Operating\nAdvisor under this Agreement shall be entitled to the compensation to which the Operating Advisor would have been entitled hereunder after\nthe date of assumption of such obligations. If no successor Operating Advisor can be obtained to perform such obligations for such compensation,\nadditional amounts payable to such successor Operating Advisor shall be payable out of the Trust; *provided* that, for so long as\nno Consultation Termination Event has occurred and is continuing, the Trustee shall consult with the Controlling Class Representative\nprior to the appointment of a successor Operating Advisor at an operating advisor compensation in excess of that permitted to the terminated\nOperating Advisor. If no successor Operating Advisor has been appointed and accepted such appointment within 60 days after the resigning\nOperating Advisor’s giving of notice of resignation, the resigning Operating Advisor may petition any court of competent jurisdiction\nfor appointment of a successor. The resigning Operating Advisor shall pay all costs and expenses associated with its resignation and the\ntransfer of its duties (including costs and expenses incurred by each other party hereto, the Trust and the Rating Agencies) pursuant\nto this Section 6.04.\n\n(d)              \nIn addition, in the event that, at any time following the date that Regulation RR is no longer applicable to the securitization\ntransaction constituted by the issuance of the Certificates and the Uncertificated VRR Interest and there are no Classes of Certificates\nor Uncertificated VRR Interest outstanding other than the Control Eligible Certificates, the Class S Certificates, the Combined VRR\nInterest and the Class R Certificates, then all of the rights and obligations of the Operating Advisor under this Agreement shall\nterminate (other than with respect to any Trust Subordinate Companion Whole Loan unless Regulation RR is also not then applicable to the\nsecuritization constituted by the issuance\n\n - 429 - \n\n \n\nof the related Loan-Specific Certificates\nand any related Loan-Specific Uncertificated Interest) without payment of any penalty or termination fee (other than any rights or obligations\nthat accrued prior to the date of such termination (including the right to receive all amounts accrued and owing to it under this Agreement)\nand other than indemnification rights arising out of events occurring prior to such termination). If the Operating Advisor is terminated\npursuant to the immediately preceding sentence, then no replacement Operating Advisor shall be appointed.\n\nSection 6.05                \nRights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer.\nThe Master Servicer and the Special Servicer shall afford the Depositor, the Trustee, the Certificate Administrator and, subject to Section 12.13\nof this Agreement, each Rating Agency, upon reasonable notice, during normal business hours access to all records maintained by it in\nrespect of its rights and obligations hereunder and access to its officers responsible for such obligations, if reasonably related to\nthe performance of the obligations of such Person under this Agreement. Upon request, if reasonably related to the performance of the\nobligations of such Person under this Agreement, the Master Servicer and the Special Servicer shall furnish to the Depositor, each of\nthe Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator its\nmost recent publicly available annual financial statements or those of its public parent. The Depositor is not obligated to monitor or\nsupervise the performance of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the\nCertificate Administrator or the Trustee under this Agreement. The Depositor may, but is not obligated to, enforce the obligations of\nthe Master Servicer or the Special Servicer hereunder which are in default and may, but is not obligated to, perform, or cause a designee\nto perform, any defaulted obligation of such Person hereunder or exercise its rights hereunder, *provided* that the Master Servicer\nand the Special Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its\ndesignee. In the event the Depositor or its designee undertakes any such action it will be reimbursed by the Trust Fund from the Collection\nAccount as provided in Section 3.06 and Section 6.03 of this Agreement to the extent not recoverable from the\nMaster Servicer or the Special Servicer, as applicable. None of the Depositor, the Trustee, the Certificate Administrator, the Master\nServicer (with respect to the Special Servicer) or the Special Servicer (with respect to the Master Servicer) shall have any responsibility\nor liability for any action or failure to act by the Master Servicer or the Special Servicer, and no such Person is obligated to monitor\nor supervise the performance of the Master Servicer or the Special Servicer under this Agreement or otherwise. Neither the Master Servicer\nnor the Special Servicer shall have any responsibility or liability for any action or failure to act by the Depositor, the Trustee or\nthe Certificate Administrator and neither such Person is obligated to monitor or supervise the performance of the Depositor, the Trustee\nor the Certificate Administrator under this Agreement or otherwise.\n\nEach of the Trustee, the\nCertificate Administrator, the Depositor, the Master Servicer, and the Special Servicer shall furnish such reports, certifications and\ninformation as are reasonably requested by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer or the Special\nServicer, as applicable, in order to enable such requesting party to perform its duties hereunder, *provided* that for the avoidance\nof doubt, this shall not require any Person to prepare any reports, certificates and information not required to be prepared hereunder.\n\n - 430 - \n\n \n\nNeither the Master Servicer\nnor the Special Servicer shall be under any obligation to disclose confidential or proprietary information pursuant to this Section.\n\nSection 6.06                \nMaster Servicer, Special Servicer as Owner of a Trust Certificate. The Master Servicer or an Affiliate of the Master Servicer\nor the Special Servicer or an Affiliate of the Special Servicer may become the Holder (or with respect to a Global Certificate, Beneficial\nOwner) of any Trust Certificate with the same rights it would have if it were not the Master Servicer or the Special Servicer or an Affiliate\nthereof, except as otherwise expressly provided herein. If, at any time during which the Master Servicer or the Special Servicer or an\nAffiliate of the Master Servicer or the Special Servicer is the Holder or Beneficial Owner of any Trust Certificate, the Master Servicer\nor the Special Servicer proposes to take action (including for this purpose, omitting to take action) that (i) is not expressly\nprohibited by the terms hereof and would not, in the Master Servicer’s or the Special Servicer’s good faith judgment, violate\nthe Servicing Standard, and (ii) if taken, might nonetheless, in the Master Servicer’s or the Special Servicer’s good\nfaith judgment, be considered by other Persons to violate the Servicing Standard, the Master Servicer or the Special Servicer may seek\nthe approval of the Trust Certificateholders and any affected Serviced Companion Loan Holder to such action by delivering to the Trustee\nand the Certificate Administrator a written notice that (i) states that it is delivered pursuant to this Section 6.06,\n(ii) identifies the Percentage Interest in each Class of Trust Certificates beneficially owned by the Master Servicer or the\nSpecial Servicer or an Affiliate of the Master Servicer or the Special Servicer, and (iii) describes in reasonable detail the action\nthat the Master Servicer or the Special Servicer proposes to take. The Certificate Administrator, upon receipt of such notice, shall forward\nit to the Trust Certificateholders (other than the Master Servicer and its Affiliates or the Special Servicer and its Affiliates, as appropriate)\ntogether with such instructions for response as the Certificate Administrator shall reasonably determine. If at any time Trust Certificateholders\nholding greater than 50% of the Voting Rights of all Trust Certificateholders (calculated without regard to the Trust Certificates beneficially\nowned by the Master Servicer or its Affiliates or the Special Servicer or its Affiliates) and any affected Serviced Companion Loan Holder\nshall have consented in writing to the proposal described in the written notice, and if the Master Servicer or the Special Servicer shall\nact as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator\nshall be entitled to reimbursement from the Master Servicer or the Special Servicer, as applicable, of the reasonable expenses of the\nCertificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing provision that the Master Servicer\nor the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder,\nexcept in the case of unusual circumstances.\n\nSection 6.07          \nRating Agency Fees. The Depositor shall pay (or cause to be paid) the annual fees of each Rating Agency including, but not\nlimited to, surveillance fees.\n\nSection 6.08          \nTermination of the Special Servicer.\n\n(a)               \n(i)                          With respect to the applicable Serviced Loan(s) or Serviced Whole Loan, the applicable Directing Holder shall be entitled\nto terminate the rights (subject to Section 3.12, Section 6.03, Section 6.08(b) and Section 6.08(g)\nof this Agreement) and obligations of the Special Servicer under this Agreement with respect to such Serviced Loan(s) or Serviced Whole\nLoan, as applicable, with or without cause, upon ten (10) Business Days’ notice to the applicable Special Servicer, the Master Servicer,\nthe\n\n - 431 - \n\n \n\nCertificate Administrator and the Trustee\nand, in the case of a termination of the Special Servicer with respect to a Serviced Whole Loan, the related Companion Loan Holder(s);\n*provided* that, if the Controlling Class Representative is the applicable Directing Holder and it elects to effect such a termination,\nthen it shall do so with respect to all of the Serviced Loans as to which it is the applicable Directing Holder.\n\nUpon a termination (pursuant\nto the first paragraph of this Section 6.08(a)) or a resignation (pursuant to Section 6.04(b) of this Agreement)\nof the Special Servicer with respect to any Serviced Loan(s) or Serviced Whole Loan, the applicable Directing Holder shall appoint a successor\nSpecial Servicer with respect to such Serviced Loan(s) or the related Serviced Whole Loan, as the case may be; *provided*, *however*,\nthat (A) such successor shall meet the requirements set forth in Section 7.02 of this Agreement, (B) the applicable Directing\nHolder shall (at no expense to the Trust) obtain and deliver to the Certificate Administrator and the Trustee a Rating Agency Confirmation\nfrom each Rating Agency with respect to such proposed successor acting as a Special Servicer and (C) in the case of the appointment of\na successor Special Servicer with respect to a Serviced Whole Loan, the applicable Directing Holder shall (at no expense to the Trust\nor any related Other Securitization Trust) obtain and deliver to the certificate administrator (if any) and the trustee for each related\nOther Securitization Trust (with a copy to the Certificate Administrator and the Trustee) a Companion Loan Rating Agency Confirmation\nwith respect to such proposed successor acting as a Special Servicer for each related Serviced Companion Loan.\n\n(ii)                        The procedures\nfor removing the Special Servicer (other than with respect to any Serviced Outside Controlled Whole Loan or Trust Subordinate Companion\nWhole Loan) if a Control Termination Event has occurred and is continuing shall be as follows: Upon (A) the written direction\nof Holders of Certificates evidencing not less than 25% of the Pooled Voting Rights of all of the Certificates requesting a vote to terminate\nand replace the Special Servicer (with respect to all of the Serviced Loans other than any Serviced Outside Controlled Whole Loan or\nTrust Subordinate Companion Whole Loan) with a proposed successor Special Servicer, (B) payment by such Holders to the Certificate\nAdministrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such\nvote and (C) delivery by such Holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation from each\nRating Agency with respect to the termination of the existing Special Servicer and the replacement thereof with the proposed successor\n(with the reasonable fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmation to be\nan expense of such Holders), the Certificate Administrator shall promptly provide written notice of the requested vote to all Certificateholders\nby posting such notice on its internet website and by mailing at their addresses appearing in the Certificate Register. Upon the affirmative\nvote of (a) the Holders of Certificates evidencing at least 66-2/3% of the Pooled Voting Rights allocable to the Certificates\nof those Holders that voted on such matter (*provided* that Holders representing the applicable Certificateholder Quorum vote on\nthe matter) or (b) the Holders of Non-Reduced Certificates evidencing more than 50% of the Pooled Voting Rights allocable\nto each Class of Non-Reduced Certificates, the Trustee shall terminate all of the rights (subject to Section 3.12,\nSection 6.03 and Section 6.08(g) of this Agreement) and obligations\n\n - 432 - \n\n \n\nof the Special Servicer under this Agreement\nwith respect to the Serviced Loans (other than any Serviced Outside Controlled Whole Loan or Trust Subordinate Companion Whole Loan) and\nappoint the proposed successor Special Servicer, and the proposed successor Special Servicer shall succeed to the duties of the Special\nServicer with respect to the Serviced Loans (other than any Serviced Outside Controlled Whole Loan or Trust Subordinate Companion Whole\nLoan) all as if a removal and replacement were occurring pursuant to Section 7.01 and Section 7.02 of this Agreement;\n*provided* that if such affirmative vote is not achieved within 180 days of the initial request for a vote to terminate and\nreplace the Special Servicer, then such vote shall have no force and effect. The provisions set forth in the foregoing sentences of this\nparagraph shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as between each other. The Special\nServicer shall not have any cause of action based upon or arising from any breach or alleged breach of such provisions. As between the\nSpecial Servicer, on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion\nto vote for the termination or not vote for the termination of the Special Servicer. The Certificate Administrator shall include on each\nDistribution Date Statement a statement that each Certificateholder and Certificate Owner may access such notices on the Certificate Administrator’s\nWebsite and each Certificateholder and Certificate Owner may register to receive email notifications when such notices are posted on the\nCertificate Administrator’s Website. Any such appointment of a successor Special Servicer with respect to the Serviced Loans (other\nthan any Serviced Outside Controlled Whole Loan or Trust Subordinate Companion Whole Loan) based on a Certificateholder vote shall be\nsubject to the receipt of a Rating Agency Confirmation from each Rating Agency. The Certificate Administrator shall be entitled to reimbursement\nfrom the requesting Certificateholders for the reasonable expenses of posting notices of such requests.\n\n(iii)                     The procedures\nfor removing the Special Servicer solely with respect to a Trust Subordinate Companion Whole Loan if an applicable Control Termination\nEvent and a related Control Appraisal Period have occurred and are continuing, shall be as follows (with references to “Applicable\nCertificates” in this paragraph meaning, collectively, in the aggregate, (1) the Certificates and (2) the related Loan-Specific\nCertificates): Upon (I) the written direction of Holders of Applicable Certificates evidencing at least 25% of the Voting Rights of all\nof the Applicable Certificates requesting a vote to terminate and replace the Special Servicer (with respect to the applicable Trust\nSubordinate Companion Whole Loan) with a proposed successor Special Servicer, (II) payment by such Holders to the Certificate Administrator\nof the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (III)\ndelivery by such Holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation from each Rating Agency addressing\nthe removal and replacement of the Special Servicer with respect to the applicable Trust Subordinate Companion Whole Loan (which confirmations\nshall be obtained at the expense of such Holders), the Certificate Administrator shall promptly provide written notice to all Certificateholders\nand related Loan-Specific Certificateholders of such\n\n - 433 - \n\n \n\nrequest by posting such notice on its internet\nwebsite and by mailing at their addresses appearing in the Certificate Register. Upon the affirmative vote of (a) the Holders of Applicable\nCertificates evidencing at least 66-2/3% of the Voting Rights allocable to the Applicable Certificates of those Holders that voted on\nsuch matter (*provided* that Holders representing the applicable Certificateholder Quorum vote on the matter) or (b) the Holders\nof Applicable Certificates that are Non-Reduced Certificates or Non-Reduced Loan-Specific Certificates, as applicable, evidencing more\nthan 50% of the Voting Rights allocable to each such Class of Applicable Certificates that are Non-Reduced Certificates or Non-Reduced\nLoan-Specific Certificates, as applicable, the Trustee shall terminate all of the rights and obligations of the Special Servicer under\nthis Agreement with respect to the applicable Trust Subordinate Companion Whole Loan and appoint the proposed successor Special Servicer;\n*provided* that if that affirmative vote is not achieved within 180 days of the initial request for a vote to so terminate and\nreplace the Special Servicer, then that vote will have no force and effect. The Certificate Administrator shall include on each Distribution\nDate Statement a statement that each Holder and Beneficial Owner of the Certificates and the related Loan-Specific Certificates may access\nsuch notices on the Certificate Administrator’s Website, and each Holder of and Beneficial Owner of the Certificates and the related\nLoan-Specific Certificates may register to receive email notifications when such notices are posted on the website. Any such appointment\nof a successor Special Servicer with respect to the applicable Trust Subordinate Companion Whole Loan based on a vote of Holders of Applicable\nCertificates will be subject to the receipt of a Rating Agency Confirmation from each Rating Agency.\n\n(iv)                    The procedures\nfor removing the Special Servicer solely with respect to a Trust Subordinate Companion Whole Loan if a related Loan-Specific Control\nTermination Event has occurred and is continuing and a related Control Appraisal Period is not in effect, shall be as follows: Upon (I)\nthe written direction of Holders of related Loan-Specific Certificates evidencing at least 25% of the Loan-Specific Voting Rights of\nall the related Loan-Specific Certificates requesting a vote to terminate and replace the Special Servicer (solely with respect to the\napplicable Trust Subordinate Companion Whole Loan) with a proposed successor Special Servicer, (II) payment by such Holders to the Certificate\nAdministrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such\nvote and (III) delivery by such Holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation from\neach Rating Agency addressing the removal and replacement of the Special Servicer with respect to the applicable Trust Subordinate Companion\nWhole Loan (which confirmations shall be obtained at the expense of such Holders), the Certificate Administrator shall promptly provide\nwritten notice to all related Loan-Specific Certificateholders of such request by posting such notice on its internet website and by\nmailing at their addresses appearing in the Certificate Register. Upon the affirmative vote of (a) the Holders of related Loan-Specific\nCertificates evidencing at least 75% of the related Loan-Specific Voting Rights of those Holders that voted on such matter (*provided*that Holders representing the applicable Certificateholder Quorum vote on the matter) or (b) the Holders of each Class of\n\n - 434 - \n\n \n\nrelated Loan-Specific Certificates that\nare Non-Reduced Loan-Specific Certificates evidencing more than 50% of the related Loan-Specific Voting Rights allocable to each Class of\nrelated Non-Reduced Loan-Specific Certificates, the Trustee shall terminate all of the rights and obligations of the Special Servicer\nunder this Agreement with respect to the applicable Trust Subordinate Companion Whole Loan and appoint the proposed successor Special\nServicer; *provided* that if that affirmative vote is not achieved within 180 days of the initial request for a vote to so terminate\nand replace the Special Servicer with respect to the applicable Trust Subordinate Companion Whole Loan, then that vote will have no force\nand effect. The Certificate Administrator will include on each Distribution Date Statement a statement that each related Loan-Specific\nCertificateholder and Beneficial Owner of related Loan-Specific Certificates may access such notices on the Certificate Administrator’s\nWebsite, and each related Loan-Specific Certificateholder and Beneficial Owner of related Loan-Specific Certificates may register to receive\nemail notifications when such notices are posted on the website. Any such appointment of a successor Special Servicer with respect to\nthe applicable Trust Subordinate Companion Whole Loan based on a related Loan-Specific Certificateholder vote will be subject to the receipt\nof a Rating Agency Confirmation from each Rating Agency.\n\n(b)              \n(i)                          With respect to all the applicable Serviced Loan(s) (including, if applicable, any Trust Subordinate Companion Whole Loan),\nif the Operating Advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer has failed to comply\nwith the Servicing Standard and (2) a replacement of the Special Servicer would be in the best interest of the Certificateholders and\nthe Uncertificated VRR Interest Owner (as a collective whole), the Operating Advisor shall deliver to the Trustee and the Certificate\nAdministrator, with a copy to the Special Servicer, a written recommendation in the form of Exhibit T attached hereto (which\nform may be modified or supplemented from time to time to cure any ambiguity or error or to incorporate any additional information, subject\nto compliance of such form with the terms and provisions of this Agreement, *provided* that in no event shall the information or\nany other content included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting\nits position (along with relevant information justifying its recommendation), recommending a replacement special servicer with respect\nto the applicable Serviced Loan(s), meeting the applicable requirements of this Agreement, which recommended special servicer has agreed\nto succeed the then-current applicable Special Servicer if appointed in accordance herewith, and requesting a vote on whether the\nexisting Special Servicer should be replaced with respect to the applicable Serviced Loan(s). In any such event, the Certificate Administrator\nshall promptly post a copy of such recommendation on the Certificate Administrator’s Website and by mail send notice of such recommendation\nto all Certificateholders, asking them to vote whether they wish to remove the Special Servicer with respect to the applicable Serviced\nLoan(s). Upon (A) the affirmative vote of the Holders of Certificates evidencing at least a majority of the aggregate outstanding\nprincipal balance of the Certificates of those Holders that voted on the matter (*provided* that Holders representing the applicable\nCertificateholder Quorum vote on the matter within 180 days of the initial request for a vote), and (B) receipt of Rating Agency\nConfirmation from each Rating Agency by the Certificate Administrator\n\n - 435 - \n\n \n\nfollowing satisfaction of the foregoing\nclause (A), the Trustee shall (x) terminate all of the rights (subject to Section 3.12, Section 6.03\nand Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement with respect to all the\napplicable Serviced Loan(s) (including, if applicable, any Trust Subordinate Companion Whole Loan), (y) appoint the recommended successor\nSpecial Servicer with respect to the applicable Serviced Loan(s), and (z) promptly notify such outgoing Special Servicer of the effective\ndate of such termination. The reasonable fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency\nConfirmation and administering such vote shall be an Additional Trust Fund Expense payable out of collections on the Mortgage Loans. If\nsuch affirmative vote of the Holders of the required Certificates contemplated by clause (A) of the second preceding sentence is\nnot achieved within 180 days of the initial request for such vote (which, for the avoidance of doubt, is the date on the which the\naforementioned notice was mailed to the Certificateholders), then the Trustee shall have no obligation to remove the subject Special Servicer\nand such recommendation shall lapse and have no force or effect. Prior to the appointment of any replacement special servicer, such replacement\nspecial servicer shall have agreed to succeed to the obligations of the subject Special Servicer under this Agreement with respect to\nall the applicable Serviced Loan(s) and to act as the subject Special Servicer’s successor hereunder.\n\n(ii)                        [RESERVED].\n\n(iii)                     With respect\nto any Trust Subordinate Companion Whole Loan, at any time, if the Operating Advisor determines, in its sole discretion exercised in\ngood faith, that (1) the Special Servicer has failed to comply with the Servicing Standard and (2) a replacement of the Special Servicer\nwould be in the best interest of the related Loan-Specific Certificateholders (as a collective whole), the Operating Advisor shall deliver\nto the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written recommendation in the form of Exhibit T\nattached hereto (which form may be modified or supplemented from time to time to cure any ambiguity or error or to incorporate any\nadditional information, subject to compliance of such form with the terms and provisions of this Agreement, *provided* that in no\nevent shall the information or any other content included in such written recommendation contravene any provision of this Agreement)\ndetailing the reasons supporting its position (along with relevant information justifying its recommendation), recommending a replacement\nspecial servicer with respect to the applicable Trust Subordinate Companion Whole Loan, meeting the applicable requirements of this Agreement,\nwhich recommended special servicer has agreed to succeed the then-current applicable Special Servicer with respect to the applicable\nTrust Subordinate Companion Whole Loan if appointed in accordance herewith, and requesting a vote on whether the existing Special Servicer\nshould be replaced with respect to the applicable Trust Subordinate Companion Whole Loan. In any such event, the Certificate Administrator\nshall promptly post a copy of such recommendation on the Certificate Administrator’s Website and by mail send notice of such recommendation\nto all related Loan-Specific Certificateholders, asking them to vote whether they wish to remove the Special Servicer with respect to\nthe applicable Trust Subordinate Companion\n\n - 436 - \n\n \n\nWhole Loan. Upon (A) the affirmative\nvote of the Holders of related Loan-Specific Certificates evidencing at least a majority of the aggregate outstanding principal balance\nof such Loan-Specific Certificates of those Holders that voted on the matter (*provided* that Holders representing the applicable\nCertificateholder Quorum vote on the matter within 180 days of the initial request for a vote), and (B) receipt of Rating Agency\nConfirmation from each Rating Agency by the Certificate Administrator following satisfaction of the foregoing clause (A),\nthe Trustee shall (x) terminate all of the rights (subject to Section 3.12, Section 6.03 and Section 6.08(g)\nof this Agreement) and obligations of the Special Servicer under this Agreement with respect to the applicable Trust Subordinate Companion\nWhole Loan, (y) appoint the recommended successor Special Servicer with respect to the applicable Trust Subordinate Companion Whole Loan\nand (z) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable fees and out-of-pocket\ncosts and expenses associated with obtaining such Rating Agency Confirmation and administering such vote shall be an Additional Trust\nFund Expense . If such affirmative vote of the Holders of the required Certificates and/or related Loan-Specific Certificates contemplated\nby clause (A) of the second preceding sentence is not achieved within 180 days of the initial request for such vote (which,\nfor the avoidance of doubt, is the date on the which the aforementioned notice was mailed to the related Loan-Specific Certificateholders),\nthen the Trustee shall have no obligation to remove the applicable Special Servicer and such recommendation shall lapse and have no force\nor effect. Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed to succeed\nto the obligations of the Special Servicer under this Agreement with respect to the applicable Trust Subordinate Companion Whole Loan,\nand to act as the applicable Special Servicer’s successor hereunder.\n\n(iv)            \nNo penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 6.08(b).\nIf the entity acting as Special Servicer is terminated pursuant to this Section 6.08(b), then (notwithstanding anything herein\nto the contrary) the terminated party may not subsequently be re-appointed as the Special Servicer hereunder with respect to the applicable\nServiced Loans or Serviced Whole Loan, as applicable, as to which it was terminated pursuant to this Section 6.08(b) or Section\n7.01.\n\n(c)               \nIn no event may a successor Special Servicer be a current or former Operating Advisor or Asset Representations Reviewer or any\nAffiliate of such current or former Operating Advisor or Asset Representations Reviewer. Further, such successor must be a Person that\n(i) satisfies all of the eligibility requirements applicable to special servicers contained in this Agreement and, in the case of\na Serviced Whole Loan, in the related Co-Lender Agreement, (ii) is not obligated or allowed to pay the Operating Advisor (x) any\nfees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement or (y) for the appointment\nof the successor Special Servicer or the recommendation by the Operating Advisor for the replacement Special Servicer to become the Special\nServicer, (iii) is not entitled to waive any compensation from the Operating Advisor and (iv) is not entitled to receive any\nfee from the Operating Advisor for its\n\n - 437 - \n\n \n\nappointment as successor Special Servicer,\nin each case, unless expressly approved by 100% of the Trust Certificateholders.\n\n(d)              \nThe appointment of any such successor Special Servicer shall not relieve the Master Servicer or the Back-Up Advancing Agent of\ntheir respective obligations to make Advances as set forth herein; *provided*, *however*, the initial Special Servicer specified\nin Section 3.21(a) of this Agreement shall not be liable for any actions or any inaction of such successor Special Servicer.\nAny termination fee payable to the terminated Special Servicer and any costs incurred by the Trust or the terminated Special Servicer\nin connection with the replacement of a Special Servicer shall be paid by the Controlling Class Representative, the Trust Certificateholders\nor the Serviced Companion Loan Holder so terminating the Special Servicer and shall not in any event be an expense of the Trust Fund.\n\n(e)               \nNo termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until (i) the successor\nSpecial Servicer shall have executed and delivered to the Trustee and the Certificate Administrator an agreement which contains an assumption\nby such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Special\nServicer under this Agreement from and after the date of such agreement, (ii) the Depositor and, if applicable, each related Other Depositor,\nOther Trustee, Other Servicer and Other Special Servicer shall have received the written notice and information with respect to the successor\nSpecial Servicer as set forth in Section 10.02(a) and (iii) subject to Section 12.13 of this Agreement, each\nRating Agency has delivered to the Trustee and the Certificate Administrator a Rating Agency Confirmation and, if required pursuant to\nSection 6.08(a), each Companion Loan Rating Agency has delivered to the Trustee and the Certificate Administrator and their\nrespective counterparts with respect to the Other Securitization Trust a Companion Loan Rating Agency Confirmation, in each case with\nrespect to such termination and appointment of a successor.\n\n(f)               \nAny successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.06(a)\nof this Agreement mutatis mutandis as of the date of its succession.\n\n(g)              \nIn the event that the Special Servicer is terminated pursuant to this Section 6.08, the Trustee shall, by notice in\nwriting to the Special Servicer, terminate all of its rights and obligations under this Agreement and in and to the applicable Mortgage\nLoan(s) and/or Serviced Whole Loan(s) and the proceeds thereof, other than any rights the Special Servicer may have hereunder as a Trust\nCertificateholder and any rights or obligations that accrued prior to the date of such termination or that survive termination (including,\nwithout limitation, the right to receive all amounts accrued or owing to it under this Agreement, *plus* interest at the Advance\nRate on such amounts until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior\nto the date of such termination and the right to the benefits of Section 6.03 of this Agreement and the right to receive ongoing\nWorkout Fees in accordance with the terms hereof).\n\n - 438 - \n\n \n\n(h)              \nAs of the Closing Date, there is a single Special Servicer for all the Serviced Loans. However, if (1) a replacement special servicer\nis appointed with respect to any Serviced Whole Loan or related REO Property in accordance with Article VII or this Section 6.08\nor (2) an Excluded Mortgage Loan Special Servicer is appointed with respect to an Excluded Special Servicer Mortgage Loan, there may be\nadditional parties acting as Special Servicer hereunder. Accordingly, unless the context clearly requires otherwise: (i) when used in\nthe context of imposing duties and obligations on the Special Servicer hereunder or the performance of such duties and obligations, the\nterm “Special Servicer” shall mean (A) the applicable Whole Loan Special Servicer, insofar as such duties and obligations\nrelate to the subject Serviced Whole Loan or any related REO Property, (B) the applicable Excluded Mortgage Loan Special Servicer, insofar\nas such duties and obligations relate to the subject Excluded Special Servicer Mortgage Loan or any related REO Property and (C) the General\nSpecial Servicer, in all other cases (*provided*, that in Section 3.15, Section 6.08(j) and Article VII\nof this Agreement, the term “Special Servicer” shall mean each of the Whole Loan Special Servicers, the Excluded Mortgage\nLoan Special Servicers (if any) and the General Special Servicer); (ii) when used in the context of identifying the recipient of\nany information, funds, documents, instruments and/or other items, the term “Special Servicer” shall mean (A) the applicable\nWhole Loan Special Servicer, insofar as such information, funds, documents, instruments and/or other items relate to the subject Serviced\nWhole Loan or any related REO Property, (B) the applicable Excluded Mortgage Loan Special Servicer, insofar as such information,\nfunds, documents, instruments and/or other items relate to the subject Excluded Special Servicer Mortgage Loan or any related REO Property\nand (C) the General Special Servicer, in all other cases; (iii) when used in the context of granting the Special Servicer the\nright to purchase all of the Trust Loans and all other property held by the Trust Fund pursuant to Section 9.01 of this Agreement,\nthe term “Special Servicer” shall mean the General Special Servicer only; (iv) when used in the context of granting the\nSpecial Servicer the right to purchase any Trust Subordinate Companion Loan and related property held by the Trust Fund pursuant to Section 9.01\nof this Agreement, the term “Special Servicer” shall mean the special servicer of such Trust Subordinate Companion Whole Loan\nonly; (v)  when used in the context of the Special Servicer being replaced pursuant to this Section 6.08 by the applicable\nDirecting Holder or the applicable Trust Certificateholders, the term “Special Servicer” shall mean the General Special Servicer,\nthe applicable Whole Loan Special Servicer or the applicable Excluded Mortgage Loan Special Servicer, as applicable; (vi) when used in\nthe context of granting the Special Servicer any protections, limitations on liability, immunities and/or indemnities hereunder, the term\n“Special Servicer” shall mean each of the Whole Loan Special Servicers, the Excluded Mortgage Loan Special Servicers (if any)\nand the General Special Servicer; and (vii) when used in the context of requiring indemnification from, imposing liability on, or exercising\nany remedies against, the Special Servicer for any breach of a representation, warranty or covenant hereunder or for any negligence, bad\nfaith or willful misconduct in the performance of duties and obligations hereunder or any negligent disregard of such duties and obligations\nor otherwise holding the Special Servicer responsible for any of the foregoing, the term “Special Servicer” shall mean the\napplicable Whole Loan Special Servicer, the applicable Excluded Mortgage Loan Special Servicer or the General Special Servicer, as applicable.\n\n - 439 - \n\n \n\n(i)                \nReferences in this Agreement to “General Special Servicer” mean the Person performing the duties and obligations of\nspecial servicer with respect to the Mortgage Pool (exclusive of (A) any Serviced Whole Loan or related REO Property as to which a different\nspecial servicer has been appointed with respect thereto and (B) any Excluded Special Servicer Mortgage Loan or any related REO Property\nas to which an Excluded Mortgage Loan Special Servicer has been appointed with respect thereto).\n\n(j)                \nNotwithstanding anything to the contrary contained in this Section 6.08, if the Special Servicer obtains knowledge\nthat it is, or has become, a Borrower Party with respect to any Mortgage Loan or Whole Loan, then the Special Servicer shall resign in\nsuch capacity with respect to such Excluded Special Servicer Mortgage Loan. The applicable Directing Holder shall appoint (and replace\nwith or without cause) the Excluded Mortgage Loan Special Servicer, as successor to the resigning Special Servicer, for the related Excluded\nSpecial Servicer Mortgage Loan in accordance with this Agreement. If an Excluded Special Servicer Mortgage Loan is also an Excluded Mortgage\nLoan, the largest Controlling Class Certificateholder (by Certificate Balance) that is not an Excluded Controlling Class Holder shall\nbe entitled to appoint (and replace with or without cause) the Excluded Mortgage Loan Special Servicer for the related Excluded Special\nServicer Mortgage Loan in accordance with this Agreement. If a Control Termination Event has occurred and is continuing, neither the Controlling\nClass Representative nor any other Controlling Class Certificateholder shall be entitled to remove or replace the Special Servicer with\nrespect to any Excluded Special Servicer Mortgage Loan. If a Control Termination Event has occurred and is continuing but prior to the\noccurrence and continuance of a Consultation Termination Event, the largest Controlling Class Certificateholder that is not an Excluded\nControlling Class Holder shall have the right to appoint the Excluded Mortgage Loan Special Servicer.\n\nIf there is no applicable\nDirecting Holder entitled to appoint an Excluded Mortgage Loan Special Servicer for an Excluded Special Servicer Mortgage Loan (or if\nthere is an applicable Directing Holder so entitled but it has not appointed a replacement special servicer for the related Excluded Special\nServicer Mortgage within 30 days), then the Certificate Administrator shall provide written notice to the resigning Special Servicer\nthat such Excluded Mortgage Loan Special Servicer has not been appointed and such resigning Special Servicer shall use reasonable efforts\nto appoint such Excluded Mortgage Loan Special Servicer. In the event that the resigning Special Servicer is required to appoint an Excluded\nMortgage Loan Special Servicer, the resigning Special Servicer shall not have any liability for the actions or inactions of the newly\nappointed Excluded Mortgage Loan Special Servicer, and absent willful misconduct, bad faith, fraud or negligence on the part of such resigning\nSpecial Servicer, the resigning Special Servicer and its directors, members, managers, officers, employees and agents shall be entitled\nto be indemnified by the Trust Fund against any and all losses or liability incurred in connection with any legal action resulting from\nthe actions or inactions of the Excluded Mortgage Loan Special Servicer. It shall be a condition to the appointment of any such Excluded\nMortgage Loan Special Servicer that (i) such Excluded Mortgage Loan Special Servicer has delivered a Rating Agency Confirmation with\nrespect such appointment to the Certificate Administrator and the Trustee and, if the related Excluded Special Servicer Mortgage Loan\nis part of a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation with respect to such appointment to the certificate administrator\n(if any) and the trustee for each related Other Securitization Trust (with a copy to the Certificate\n\n - 440 - \n\n \n\nAdministrator and the Trustee), (ii) such\nExcluded Mortgage Loan Special Servicer satisfies all of the eligibility requirements applicable to the Special Servicer set forth in\nthis Agreement and (iii) such Excluded Mortgage Loan Special Servicer delivers to the Depositor (and the Certificate Administrator)\nand any applicable Other Depositor (and any applicable Other Exchange Act Reporting Party), the information, if any, required under Item\n6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded Mortgage Loan Special Servicer. For the avoidance\nof doubt, the newly appointed Excluded Mortgage Loan Special Servicer (and not the resigning Special Servicer) shall be the party responsible\nto comply with the conditions of the previous sentence.\n\nIf (i) at any time the Special\nServicer is the party that had acted as the Special Servicer for an Excluded Special Servicer Mortgage Loan prior to it becoming an Excluded\nSpecial Servicer Mortgage Loan or (ii) an Excluded Special Servicer was appointed on the Closing Date and, in either case, the Special\nServicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged Property becoming REO Property\nor an assumption of the Excluded Special Servicer Mortgage Loan) with respect to such Mortgage Loan or Whole Loan, as the case may be,\n(1) the related Excluded Mortgage Loan Special Servicer shall resign, (2) such Mortgage Loan or Whole Loan, as the case may be, shall\nno longer be an Excluded Special Servicer Mortgage Loan, (3) such original Special Servicer shall become the Special Servicer again for\nsuch Mortgage Loan or Whole Loan, as the case may be, and (4) such original Special Servicer shall be entitled to all Special Servicing\nCompensation and Additional Special Servicing Compensation with respect to such Mortgage Loan or Whole Loan, as the case may be, earned\nduring such time on and after such Mortgage Loan or Whole Loan, as the case may be, is no longer an Excluded Special Servicer Mortgage\nLoan.\n\nThe Excluded Mortgage Loan\nSpecial Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Mortgage Loan\nand shall be entitled to all Special Servicing Compensation and Additional Special Servicing Compensation with respect to such Excluded\nSpecial Servicer Mortgage Loan earned after its appointment as the Excluded Mortgage Loan Special Servicer and during such time as the\nrelated Mortgage Loan or Whole Loan is an Excluded Special Servicer Mortgage Loan (*provided* that the Special Servicer shall remain\nentitled to all Special Servicing Compensation and Additional Special Servicing Compensation with respect to the Mortgage Loans and Serviced\nWhole Loans that are not Excluded Special Servicer Mortgage Loans during such time).\n\nNotwithstanding anything\nto the contrary in this Section 6.08(j), in the case of any Serviced Outside Controlled Whole Loan, the related Outside Controlling\nNote Holder will have the right to appoint an Excluded Mortgage Loan Special Servicer.\n\n(k)              \nIf a Servicing Officer of the Master Servicer, a related Excluded Mortgage Loan Special Servicer, or the Special Servicer, as applicable,\nhas actual knowledge that a Mortgage Loan is no longer an Excluded Mortgage Loan, an Excluded Controlling Class Mortgage Loan or\nan Excluded Special Servicer Mortgage Loan, as applicable, the Master Servicer, the related Excluded Mortgage Loan Special Servicer or\nSpecial Servicer, as applicable, shall provide prompt written notice thereof to each of the other parties to this Agreement.\n\n - 441 - \n\n \n\nSection 6.09                \nThe Directing Holder, the Controlling Class Representative and the Risk Retention Consultation Parties.\n\n(a)               \nThe applicable Directing Holder shall be entitled to advise (1) the Special Servicer, with respect to the applicable Serviced\nLoan(s) that are Specially Serviced Loan(s) and (2) the Special Servicer, with respect to the applicable Serviced Loan(s) that are Performing\nServiced Loan(s), as to all Major Decisions, in each case as set forth in this Section 6.09. With respect to any Outside Serviced\nMortgage Loan, the Controlling Class Representative shall be entitled to exercise consultation and, to the extent provided in Section\n3.01(i), consent rights (if any) and attend annual meetings with the related Outside Servicer and the related Outside Special Servicer,\nin each case, to the extent the holder of such Outside Serviced Mortgage Loan is entitled to such rights pursuant to the related Co-Lender\nAgreement.\n\nIn addition, except as set\nforth in, and in any event subject to, Section 6.09(b) and the subsequent paragraphs of this Section 6.09(a),\n(1) the Master Servicer shall not be permitted to take any of the actions constituting a Major Decision unless the Master Servicer\nand the Special Servicer mutually agree that the Master Servicer shall take such action, subject to the consent of the Special Servicer,\nwho shall have 15 Business Days (or 60 days with respect to the determination of an Acceptable Insurance Default) (from the date\nthat the Special Servicer receives the information from the Master Servicer) to analyze and make a recommendation regarding such Major\nDecision (*provided* that if the Special Servicer does not consent, or notify the Master Servicer that it will not consent, to such\nMajor Decision within the required 15 Business Days or 60 days, as applicable, the Special Servicer shall be deemed to have consented\nto such Major Decision), and (2) the Special Servicer shall not be permitted to take, or to consent to the Master Servicer’s\ntaking, any of the actions constituting a Major Decision as to which the applicable Directing Holder has objected in writing within ten\n(10) Business Days (or in the case of a determination of an Acceptable Insurance Default, thirty (30) days) after receipt of the\nrelated Major Decision Reporting Package from the Special Servicer (*provided* that if such written objection has not been received\nby the Special Servicer within such ten (10) Business Day period or thirty (30) day period, as applicable, then such applicable Directing\nHolder will be deemed to have approved such action).\n\nFurthermore, any applicable\nDirecting Holder (but in the case of an Outside Controlling Note Holder, only to the extent provided in the related Co-Lender Agreement)\nmay direct the Special Servicer to take, or to refrain from taking, such other actions with respect to any Serviced Loan as such party\nmay reasonably deem advisable or as to which provision is otherwise made herein.\n\nIn addition, prior to taking,\nor consenting to the Master Servicer’s taking of, any Major Decision, the Special Servicer shall consult (on a non-binding basis)\nwith any applicable Consulting Parties (including, with respect to the Operating Advisor when it is an applicable Consulting Party under\nthe circumstances set forth in Section 3.29 and, with respect to the Risk Retention Consultation Parties under the circumstances\nset forth in the third following paragraph and, with respect to a Serviced Companion Loan Holder, under the circumstances contemplated\nby the related Co-Lender Agreement) in connection with any Major Decision with respect to a Serviced Mortgage Loan or Serviced Whole Loan\nand consider alternative actions recommended\n\n - 442 - \n\n \n\nby such Consulting Parties, but, in the case\nof the Controlling Class Representative when it is a Consulting Party, only to the extent such consultation with, or consent of, the Controlling\nClass Representative would have been required prior to the occurrence and continuance of a Control Termination Event; *provided*\nthat each such consultation is not binding on the Special Servicer; and *provided*, *further*, that the Controlling Class Representative\n(when it is an applicable Consulting Party) may consult regarding a Serviced Outside Controlled Whole Loan only if and to the extent that\nthe holder of the related Split Mortgage Loan is granted consultation rights under the related Co-Lender Agreement; and *provided*,\n*further*, that, with respect to any matter for which consultation with the Controlling Class Representative is required and no response\nfrom the Controlling Class Representative is received within ten (10) Business Days (or, in the case of a determination of an Acceptable\nInsurance Default, thirty (30) days) following the later of (i) the Controlling Class Representative’s receipt of written request\nfor input on such consultation and (ii) the Controlling Class Representative’s receipt of all reasonably requested information and\nall information required to be delivered to the Controlling Class Representative under this Agreement with respect to such consultation,\nthe Master Servicer or the Special Servicer, as applicable, shall not be obligated to consult with the Controlling Class Representative\non the specific matter; *provided*, *however*, that the failure of Controlling Class Representative to respond will not relieve\nthe Master Servicer or the Special Servicer, as applicable, from using reasonable efforts to consult with Controlling Class Representative\non any future matters with respect to the applicable Serviced Mortgage Loan or Serviced Whole Loan or any other Serviced Mortgage Loan.\nFor the avoidance of doubt, with respect to any Serviced Outside Controlled Whole Loan (which, for the avoidance of doubt, shall include,\nwithout limitation, any Servicing Shift Whole Loan prior to the related Servicing Shift Date), the Special Servicer shall be responsible\nfor obtaining any consent or deemed consent of the related Outside Controlling Note Holder for “Major Decisions” (as such\nterm or any analogous term is defined in the related Co-Lender Agreement) to the extent such consent is required under this Agreement\nor under the terms of the related Co-Lender Agreement. The Special Servicer shall provide all information reasonably requested by any\napplicable Consulting Party and in the Special Servicer's possession that is necessary in order for such Consulting Party to exercise\nits consultation rights set forth in the first sentence of this paragraph.\n\nEach Consulting Party shall\nhave consultation rights with respect to such Mortgage Loans and/or Serviced Whole Loans and at such times and/or under such circumstances\nas contemplated by the definition of “Consulting Party.”\n\nWith respect to a Servicing\nShift Whole Loan that is a Serviced Outside Controlled Whole Loan, prior to the related Servicing Shift Date, no request for approval\nof the Controlling Class Representative shall be made on any matter related to such Servicing Shift Whole Loan, except that the Controlling\nClass Representative (prior to the occurrence and continuance of a Consultation Termination Event and only if the related Servicing Shift\nMortgage Loan is not an Excluded Mortgage Loan) may exercise the consultation rights, if any, of the holder of the related Servicing Shift\nMortgage Loan with respect to Major Decisions and any proposed sale of such Servicing Shift Mortgage Loan set forth in the applicable\nCo-Lender Agreement. In addition, the Operating Advisor (when it is an applicable Consulting Party) will be entitled, while a Servicing\nShift Mortgage Loan is serviced hereunder, to consult on a non-binding basis with the Special Servicer and propose alternative courses\nof action and provide other feedback in respect of any Major Decisions and any proposed sale of such Servicing Shift Mortgage Loan.\n\n - 443 - \n\n \n\nWith respect to each Major\nDecision regarding a Serviced Loan as to which any applicable Directing Holder has consent or consultation rights pursuant to this Section\n6.09, the Special Servicer shall provide the related Major Decision Reporting Package to the applicable Directing Holder, simultaneously\nwith the Special Servicer’s request for the applicable Directing Holder’s consent or input regarding the related Major Decision.\nWith respect to each Major Decision regarding a Serviced Loan as to which any Risk Retention Consultation Party has consultation rights\npursuant to this Section 6.09, the Special Servicer shall provide the related Major Decision Reporting Package to such Risk Retention\nConsultation Party, simultaneously with the Special Servicer’s request for such Risk Retention Consultation Party’s input\nregarding the related Major Decision. The Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor:\n(i) as to any Specially Serviced Loan, prior to the occurrence and continuance of an Operating Advisor Consultation Trigger Event, promptly\nafter the Special Servicer receives the Directing Holder’s approval or deemed approval of such Major Decision Reporting Package;\nand (ii) as to any Serviced Loan, following the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event,\nsimultaneously with the Special Servicer’s written request for the Operating Advisor’s input regarding the related Major Decision.\nWith respect to any particular Major Decision and related Major Decision Reporting Package provided to the Operating Advisor pursuant\nto this Section 6.09(a), the Special Servicer shall make available to the Operating Advisor one or more Servicing Officers with\nrelevant knowledge regarding the applicable Mortgage Loan and such Major Decision in order to address reasonable questions that the Operating\nAdvisor may have relating to, among other things, such Major Decision and potential conflicts of interest and compensation with respect\nto such Major Decision.\n\nIn addition, (i) for so long\nas no Consultation Termination Event is continuing, with respect to any Specially Serviced Loan (other than any Outside Serviced Mortgage\nLoan or any Excluded RRCP Mortgage Loan with respect to the applicable Risk Retention Consultation Party), and (ii) during the continuance\nof a Consultation Termination Event, with respect to any Mortgage Loan (other than any Outside Serviced Mortgage Loan or any Excluded\nRRCP Mortgage Loan with respect to the applicable Risk Retention Consultation Party), the Master Servicer and the Special Servicer shall\nconsult with each Risk Retention Consultation Party on a non-binding basis in connection with any Major Decision that it is processing\n(and such other matters that are subject to the non-binding consultation rights of such Risk Retention Consultation Party pursuant to\nthis Agreement which, for the avoidance of doubt, shall include the matters set forth in Sections 3.09, 3.17(m), 3.24\nand this Section 6.09 and in the definition of “Acceptable Insurance Default”) and to consider alternative actions\nrecommended by such Risk Retention Consultation Party in respect of such Major Decision (or any other matter requiring consultation with\nsuch Risk Retention Consultation Party pursuant to this Agreement); *provided* that in the event the Master Servicer or the Special\nServicer, as applicable, receives no response from a Risk Retention Consultation Party within 10 days following, in the case of the Master\nServicer, the Master Servicer’s delivery of information in its possession reasonably requested by such Risk Retention Consultation\nParty or, in the case of the Special Servicer, the Special Servicer’s delivery of the related Major Decision Reporting Package,\nthe Master Servicer or the Special Servicer, as applicable, shall not be obligated to consult with such Risk Retention Consultation Party\non the specific matter (*provided*, *however*, that the failure of such Risk Retention Consultation Party to respond will not\nrelieve the Master Servicer or the Special Servicer, as applicable, from using reasonable efforts to consult with such Risk Retention\nConsultation Party on any future matters with respect to the applicable Serviced Mortgage Loan or Serviced Whole Loan or any other\n\n - 444 - \n\n \n\nServiced Mortgage Loan). For the avoidance\nof doubt, (x) no Risk Retention Consulting Party shall have any consultation rights with respect to any related Excluded RRCP Mortgage\nLoan and (y) any consultation with any Risk Retention Consultation Party under this Agreement shall occur only upon request of such Risk\nRetention Consultation Party, and any such consultation shall be on a strictly non-binding basis and shall be subject to all limitations\nwith respect to the procedures and timing for such consultation set forth in this Section 6.09.\n\nNotwithstanding anything\nin this Agreement to the contrary, in the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise\nauthorized by this Agreement to take such action), as applicable, determines that immediate action, with respect to a Major Decision,\nor any other matter requiring consent of, or consultation with, any applicable Directing Holder or consultation with any applicable Consulting\nParty, is necessary to protect the interests of the Trust Certificateholders, the Uncertificated Interest Owners and, with respect to\nany Serviced Whole Loan, the related Serviced Companion Loan Holder(s) (as a collective whole as if the Trust Certificateholders, the\nUncertificated Interest Owners and, with respect to any Serviced Whole Loan, the related Serviced Companion Loan Holder(s) constituted\na single lender (and, with respect to a Serviced AB Whole Loan, taking into account the subordinate nature of the related Subordinate\nCompanion Loan(s))), the Special Servicer or Master Servicer, as applicable, may take any such action without waiting for the applicable\nDirecting Holder’s (or, if applicable, the Special Servicer’s) or any Consulting Party’s, as applicable, response.\n\nAlso notwithstanding anything\nin this Agreement to the contrary, no direction, objection, advice or consultation on the part of any applicable Directing Holder, and\nno advice or consultation from any applicable Consulting Party, contemplated by this Agreement, may require or cause the Master Servicer\nor the Special Servicer to violate the terms of any Trust Loan or Serviced Whole Loan, any provision of any related Loan Documents, any\nrelated Co-Lender Agreement, any intercreditor agreement, applicable law, this Agreement or the REMIC Provisions, including without limitation\neach of the Master Servicer’s and the Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose\nany Trust Certificateholder, any Uncertificated Interest Owner, the Trust Fund, any Mortgage Loan Seller (other than with respect to enforcing\nthe rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage Loan Purchase Agreement with\nrespect to any Material Defect) or any party to this Agreement or their respective Affiliates, officers, directors, employees or agents\nto any claim, suit or liability, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor\ntrust for federal income tax purposes, or result in the imposition of a “prohibited transaction” or “prohibited contribution”\ntax under the REMIC Provisions, or materially expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities\nunder this Agreement or any Co-Lender Agreement or cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner\nthat is not in the best interests of the Trust Certificateholders, the Uncertificated Interest Owners and/or the Serviced Companion Loan\nHolders.\n\nIn the event the Special\nServicer or Master Servicer, as applicable, determines that a refusal to consent by any applicable Directing Holder or any advice from\nany applicable Directing Holder or Consulting Party would otherwise cause the Special Servicer or Master Servicer, as applicable, to violate\nthe terms of any Loan Documents, any related Co-Lender Agreement or mezzanine intercreditor agreement, applicable law, the REMIC Provisions\nor this\n\n - 445 - \n\n \n\nAgreement, including without limitation, the\nServicing Standard, the Special Servicer or Master Servicer, as applicable, shall disregard such refusal to consent or advice and notify\nin writing the applicable Directing Holder, the applicable Consulting Parties, the Trustee and, for posting to the Rule 17g-5 Information\nProvider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider of its determination,\nincluding a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking, any action by the Master\nServicer or Special Servicer in accordance with the direction of or approval of any applicable Directing Holder or the recommendation\nof any applicable Consulting Party that does not violate the terms of any Loan Documents, any related Co-Lender Agreement or mezzanine\nintercreditor agreement, any law, the REMIC Provisions or the Servicing Standard or any other provisions of this Agreement, will not result\nin any liability on the part of the Master Servicer or the Special Servicer.\n\nFor so long as no Control\nTermination Event has occurred and is continuing, and subject to the terms of the related Co-Lender Agreement, the Controlling Class Representative\nshall be entitled, with respect to each Outside Serviced Mortgage Loan other than any Excluded Mortgage Loan, to exercise the consent\nor approval rights set forth in Section 3.01(i) of this Agreement; and for so long as no Consultation Termination Event has\noccurred and is continuing, the Controlling Class Representative shall be entitled with respect to each Outside Serviced Mortgage Loan,\nto exercise any consultation rights permitted under the related Co-Lender Agreement in respect of “Major Decisions” (or\nany analogous concept) and the implementation of “Asset Status Reports” (or any analogous concept) under, and within the meaning\nof, the applicable Outside Servicing Agreement and attend an annual meeting with the related Outside Servicer and the related Outside\nSpecial Servicer, in each case, to the extent the holder of such Outside Serviced Mortgage Loan is entitled to such rights pursuant to\nthe related Co-Lender Agreement; *provided* that, after the occurrence and during the continuance of an Operating Advisor Consultation\nTrigger Event, any such consultation rights permitted under the related Co-Lender Agreement in respect of “Major Decisions”\n(or any analogous concept) under, and within the meaning of, the applicable Outside Servicing Agreement shall be exercised by the Controlling\nClass Representative jointly with the Operating Advisor.\n\nA Directing Holder will have\nno liability to the Trust Fund, the Trust Certificateholders or the Uncertificated Interest Owners for any action taken, or for refraining\nfrom the taking of any action, pursuant to this Agreement, or for error in judgment; *provided*, *however*, that the Controlling\nClass Representative will not be protected against any liability to any Controlling Class Certificateholder that would otherwise be imposed\nby reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations\nor duties.\n\nThe Risk Retention Consultation\nParties shall have no liability to the Trust Fund, any party to this Agreement, any Trust Certificateholders or any Uncertificated Interest\nOwner for any action taken, or for refraining from the taking of any action, pursuant to this Agreement, or for errors in judgment.\n\nEach Uncertificated Interest\nOwner and, by its acceptance of a Trust Certificate, each Trust Certificateholder acknowledges and agrees that: (i) a Directing Holder\nmay have special relationships and interests that conflict with those of Holders of one or more Classes of Trust Certificates or the Uncertificated\nInterest Owners; (ii) a Directing Holder may act solely in\n\n - 446 - \n\n \n\nits own interests (or, in the case of the Controlling\nClass Representative, in the interests of the Holders of the Controlling Class or, in the case of a Loan-Specific Controlling Class Representative,\nthe interests of the Holders of the related Loan-Specific Controlling Class); (iii) a Directing Holder does not have any liability\nor duties to the Holders of any Class of Trust Certificates or the Uncertificated Interest Owners (other than, in the case of the Controlling\nClass Representative, the Controlling Class or, in the case of a Loan-Specific Controlling Class Representative, the related Loan-Specific\nControlling Class); (iv) a Directing Holder may take actions that favor its own interests (or in the case of the Controlling Class\nRepresentative, the interests of the Holders of the Controlling Class or, in the case of a Loan-Specific Controlling Class Representative,\nthe interests of the Holders of the related Loan-Specific Controlling Class) over the interests of the Holders of one or more other Classes\nof Trust Certificates or the Uncertificated Interest Owners; and (v) a Directing Holder shall have no liability whatsoever (other\nthan, in the case of the Controlling Class Representative, to a Controlling Class Certificateholder and, in the case of a Loan-Specific\nControlling Class Representative, to a related Loan-Specific Controlling Class Certificateholder) for having so acted as set forth\nin clauses (i)-(iv) of this paragraph, and that no other Trust Certificateholder or Uncertificated Interest Owner may take any\naction whatsoever against any Directing Holder or any affiliate, director, officer, employee, shareholder, member, partner, agent or principal\nthereof for having so acted; *provided*, *however*, that the rights of a Directing Holder are subject to any related mezzanine\nintercreditor agreement.\n\n(b)              \nNotwithstanding anything to the contrary contained herein:\n\n(i)                           after the occurrence\nand during the continuance of a Control Termination Event, the Controlling Class Representative shall have no right to consent to any\naction taken or not taken by any party to this Agreement;\n\n(ii)                         after the occurrence\nand during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination\nEvent, the Controlling Class Representative shall remain entitled to receive any notices, reports or information to which it is entitled\npursuant to this Agreement with respect to the applicable Serviced Loan(s) (other than any Excluded Mortgage Loan), and the Master Servicer,\nSpecial Servicer and any other applicable party shall consult with the Controlling Class Representative in connection with any action\nto be taken or refrained from taking with respect to the applicable Serviced Loan(s) (other than any Excluded Mortgage Loan), but only\nto the extent consultation with, or consent of, the Controlling Class Representative would have been required under such circumstances\nprior to the occurrence and continuance of such Control Termination Event; *provided*, *however*, that the Controlling Class\nRepresentative shall not be permitted to consult with respect to any Serviced AB Whole Loan while any related Subordinate Companion Loan\nHolder is the related Outside Controlling Note Holder;\n\n(iii)                     after the occurrence\nand during the continuance of a Consultation Termination Event, the Controlling Class Representative shall have no consultation or consent\nrights hereunder and no right to receive any notices, reports or information (other than notices, reports or information required to\nbe delivered to\n\n - 447 - \n\n \n\nall Trust Certificateholders) or any other\nrights as a Directing Holder or a Consulting Party; *provided* that each Controlling Class Certificateholder shall maintain the right\nto exercise Voting Rights for the same purposes as any other Trust Certificateholder under this Agreement (other than with respect to\nExcluded Controlling Class Mortgage Loans); and\n\n(iv)                    no Person may\nexercise any of the rights and powers of the Controlling Class Representative with respect to an Excluded Mortgage Loan.\n\n(c)               \nNotwithstanding anything to the contrary herein, neither the Master Servicer nor the Special Servicer shall take or refrain from\ntaking any action pursuant to instructions, directions, objections, advice or consultation from any applicable Directing Holder, any applicable\nConsulting Party or a Serviced Companion Loan Holder (or its Companion Loan Holder Representative) that would cause any one of them to\nviolate applicable law, the terms of any Mortgage Loan or Serviced Whole Loan, the related Loan Documents, this Agreement, including the\nServicing Standard, the related Co-Lender Agreement, any related intercreditor agreement, or the REMIC Provisions or that would (i) expose\nany Trust Certificateholder, any Uncertificated Interest Owner, the Trust Fund, any Mortgage Loan Seller (other than with respect to enforcing\nthe rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage Loan Purchase Agreement with\nrespect to any Material Defect) or any party to this Agreement or their respective Affiliates, officers, directors, employees or agents\nto any claim, suit or liability, (ii) materially expand the scope of the Master Servicer’s or the Special Servicer’s\nresponsibilities under this Agreement or any Co-Lender Agreement, (iii) cause any Trust REMIC to fail to qualify as a REMIC or the\nGrantor Trust to fail to qualify as a grantor trust for federal income tax purposes, or result in the imposition of a “prohibited\ntransaction” or “prohibited contribution” tax under the REMIC Provisions, or (iv) cause the Master Servicer or\nthe Special Servicer to act, or fail to act, in a manner that in the reasonable judgment of the Master Servicer or the Special Servicer,\nas the case may be, is not in the best interests of the Trust Certificateholders, the Uncertificated Interest Owners and/or the Serviced\nCompanion Loan Holders.\n\n(d)              \nEach Holder and Beneficial Owner of a Control Eligible Certificate or a Loan-Specific Control Eligible Certificate is hereby deemed\nto have agreed by virtue of its purchase of such Trust Certificate (or beneficial ownership interest in such Trust Certificate) to provide\nits name and address to the Certificate Administrator and to notify the Certificate Administrator, in writing, of the transfer of any\nControl Eligible Certificate (or the beneficial ownership of any Control Eligible Certificate) or Loan-Specific Control Eligible Certificate\n(or any beneficial ownership of any Loan-Specific Control Eligible Certificate), the selection of a Controlling Class Representative or\na Loan-Specific Controlling Class Representative or the resignation or removal of the Controlling Class Representative or a Loan-Specific\nControlling Class Representative, in each such case as applicable. Any such Trust Certificateholder (or Beneficial Owner) or its designee\nat any time appointed Controlling Class Representative or a Loan-Specific Controlling Class Representative, as applicable, is hereby deemed\nto have agreed by virtue of its purchase of a Control Eligible Certificate (or the beneficial ownership interest in a Control Eligible\nCertificate) or a Loan-Specific Control Eligible Certificate (or the beneficial ownership\n\n - 448 - \n\n \n\ninterest in a Loan-Specific Control Eligible\nCertificate), as applicable, to notify the Certificate Administrator in writing when such Trust Certificateholder (or Beneficial Owner)\nor designee is appointed Controlling Class Representative or a Loan-Specific Controlling Class Representative, and when it is removed\nor resigns. Upon receipt of any of the notices referred to in the preceding two sentences of this Section 6.09(d), the Certificate\nAdministrator shall promptly notify, in writing, the Special Servicer, the Master Servicer, the Operating Advisor, the Asset Representations\nReviewer and the Trustee of the identity of the Controlling Class Representative or a Loan-Specific Controlling Class Representative,\nany resignation or removal of the Controlling Class Representative or a Loan-Specific Controlling Class Representative and/or any new\nHolder or Beneficial Owner of a Control Eligible Certificate or a Loan-Specific Control Eligible Certificate, in each such case as applicable.\nIn addition, upon the request of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer\nor the Trustee, as applicable, the Certificate Administrator shall provide (on a reasonably prompt basis) the identity of the then-current\nControlling Class or applicable Loan-Specific Controlling Class and a list of the related Trust Certificateholders (or Beneficial Owners,\nif applicable, at the expense of the Trust if such expense arises in connection with an event as to which the Controlling Class Representative\nor a Loan-Specific Controlling Class Representative or the Controlling Class or a Loan-Specific Controlling Class has consent or consultation\nrights pursuant to this Agreement or in connection with a request made by the Operating Advisor in connection with its obligation under\nSection 3.29(e) of this Agreement to deliver a copy of the Operating Advisor Annual Report to the Controlling Class Representative\nand any Loan-Specific Controlling Class Representative and otherwise at the expense of the requesting party) of the Controlling Class\nor the applicable Loan-Specific Controlling Class to such requesting party, and each of the Master Servicer, Special Servicer, Operating\nAdvisor, the Asset Representations Reviewer and the Trustee shall be entitled to rely on the information so provided by the Certificate\nAdministrator.\n\nIn the event of a change\nin the Controlling Class or a Loan-Specific Controlling Class, the Certificate Administrator shall promptly contact the current Holder(s)\n(or, in the case of book-entry Certificates, Beneficial Owners) of the Controlling Class or the applicable Loan-Specific Controlling\nClass, as applicable (or in each case any designee(s) thereof) or, if known to the Certificate Administrator, one of its affiliates or,\nif applicable, any successor Controlling Class Representative, applicable Loan-Specific Controlling Class Representative, Controlling\nClass Certificateholder(s) or applicable Loan-Specific Controlling Class Certificateholder(s), and determine whether any such entity is\nthe Holder (or Beneficial Owner) of at least a majority of the Controlling Class or applicable Loan-Specific Controlling Class, as applicable,\n(in each case, in effect after such change in the Controlling Class or applicable Loan-Specific Controlling Class) by Certificate Balance.\nIf at any time the current Holder of the Controlling Class (or its designee) or a Loan-Specific Controlling Class (or its designee)\nor, if known to the Certificate Administrator, one of its respective Affiliates, or any successor Controlling Class Representative or\napplicable Loan-Specific Controlling Class Representative or Controlling Class Certificateholder(s) or applicable Loan-Specific Controlling\nClass Certificateholder(s) is no longer the Holder (or Beneficial Owner) of at least a majority of the Controlling Class or applicable\nLoan-Specific Controlling Class, in each case  by Certificate Balance, and the Certificate Administrator has neither (i) received\nnotice of the then-current Controlling Class Certificateholders or applicable Loan-Specific Controlling Class Certificateholders,\nas applicable, of at least a majority of the\n\n - 449 - \n\n \n\nControlling Class or the applicable Loan-Specific\nControlling Class, in each case by Certificate Balance, nor (ii) received notice of a replacement Controlling Class Representative\nor applicable Loan-Specific Controlling Class Representative pursuant to this Agreement, then a Control Termination Event and a Consultation\nTermination Event or a related Loan-Specific Control Termination Event and Loan-Specific Consultation Termination Event, as applicable,\nshall be deemed to have occurred with respect to the related Serviced Loans or Serviced Whole Loan and shall be deemed to continue until\nsuch time as the Certificate Administrator receives any such notice in clauses (i) or (ii).\n\nUpon receipt of notice of\na change in Controlling Class Representative, Loan-Specific Controlling Class Representative or any Risk Retention Consultation Party,\nthe Certificate Administrator shall promptly forward notice thereof to each other party to this Agreement.\n\nOn the Closing Date, each\nof the initial Controlling Class Representative and initial Loan-Specific Controlling Class Representative(s) shall deliver (which delivery\nmay be by electronic mail) a certification substantially in the form of Exhibit M-1H to this Agreement to the Certificate\nAdministrator (who shall promptly forward such certification to the Master Servicer, the Special Servicer, the Trustee and the Operating\nAdvisor). Upon the resignation or removal of the existing Controlling Class Representative or an existing Loan-Specific Controlling Class\nRepresentative, any successor Controlling Class Representative or applicable successor Loan-Specific Controlling Class Representative\nshall also deliver a certification substantially in the form of Exhibit M-1H to this Agreement to the Certificate Administrator\n(who shall promptly forward such certification to the Master Servicer, the Special Servicer, the Trustee and the Operating Advisor) prior\nto being recognized as the new Controlling Class Representative or applicable new Loan-Specific Controlling Class Representative, as applicable.\n\n(e)               \nOnce a Controlling Class Representative or Loan-Specific Controlling Class Representative has been selected, each of the Master\nServicer, the Special Servicer, the Operating Advisor, the Depositor, the Certificate Administrator, the Asset Representations Reviewer,\nthe Trustee and each other Trust Certificateholder (or Beneficial Owner, if applicable) and Uncertificated Interest Owner shall be\nentitled to rely on such selection unless a majority of the Trust Certificateholders of the Controlling Class or the applicable Loan-Specific\nControlling Class, as applicable, in each case by Certificate Balance, or such Controlling Class Representative or Loan-Specific Controlling\nClass Representative shall have notified the Certificate Administrator, the Master Servicer and each other Trust Certificateholder of\nthe Controlling Class or the applicable Loan-Specific Controlling Class, as applicable, in writing, of the resignation of such Controlling\nClass Representative or Loan-Specific Controlling Class Representative or the selection of a new Controlling Class Representative or applicable\nnew Loan-Specific Controlling Class Representative. Upon receipt of written notice of, or other knowledge of, the resignation of a Controlling\nClass Representative or Loan-Specific Controlling Class Representative, the Certificate Administrator shall request the Trust Certificateholders\nof the Controlling Class or the applicable Loan-Specific Controlling Class, as applicable,  to select a new Controlling Class Representative\nor applicable new Loan-Specific Controlling Class Representative, as applicable.\n\n - 450 - \n\n \n\n(f)               \nIf at any time a book-entry certificate belongs to the Controlling Class or the Loan-Specific Controlling Class, the Certificate\nAdministrator shall notify the related Beneficial Owner or Beneficial Owners (through the Depository, unless the Certificate Administrator\nshall have been previously provided with the name and address of such Beneficial Owner or Beneficial Owners) of such event and shall request\nthat it be informed of any change in the identity of the related Beneficial Owner from time to time.\n\n(g)             \nUntil it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer, the Depositor and the Trustee and the Certificate Administrator shall be entitled to rely on the most recent notification with\nrespect to the identity of (i) the Certificateholders of the Controlling Class and the Controlling Class Representative and (ii)\nthe Loan-Specific Certificateholders of a Loan-Specific Controlling Class and the applicable Loan-Specific Controlling Class Representative.\n\n(h)                               [RESERVED.]\n\n(i)                \nIf the Combined VRR Interest is issued, then the party selected by CREFI and the party selected by GSMC shall be the initial Risk\nRetention Consultation Parties and shall, in each case, remain so until a successor is appointed pursuant to the terms of this Agreement.\nCREFI and GSMC have selected themselves to be, and shall be, the initial Risk Retention Consultation Parties. Upon the resignation or\nremoval of any existing Risk Retention Consultation Party, any successor Risk Retention Consultation Party shall deliver to the parties\nto this Agreement a certification substantially in the form of Exhibit M-1I to this Agreement prior to being recognized\nas a new Risk Retention Consultation Party. The parties hereto shall be entitled to assume that a Risk Retention Consultation Party has\nnot changed absent such notice.\n\n(j)               \nOnce a Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the\nTrustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Beneficial Owner, if applicable) shall\nbe entitled to rely on such selection unless CREFI (in the case of the VRR1 Risk Retention Consultation Party) or GSMC (in the case of\nthe VRR2 Risk Retention Consultation Party), as applicable, or such Risk Retention Consultation Party itself shall have notified the Master\nServicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and, in the case of the VRR1 Risk Retention\nConsultation Party, each other Holder of Class VRR Certificates, in writing, of the selection of a new Risk Retention Consultation\nParty (along with contact information for such new Risk Retention Consultation Party).\n\n(k)              \nIn the event that no VRR1 Risk Retention Consultation Party or VRR2 Risk Retention Consultation Party, as applicable, has been\nappointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special Servicer,\nas applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified (along\nwith contact information) to the Master Servicer or the Special Servicer, as applicable, then until such time as the related new Risk\nRetention Consultation Party is identified, the Master Servicer or the Special\n\n - 451 - \n\n \n\nServicer, as applicable, shall have no\nduty to consult with, or provide notice to, any such Risk Retention Consultation Party.\n\n(l)                \nEach Uncertificated Interest Owner and, by its acceptance of a Certificate, each Trust Certificateholder acknowledges and agrees\nthat: (i) each Risk Retention Consultation Party may have special relationships and interests that conflict with those of Holders of one\nor more Classes of Trust Certificates or the Uncertificated Interest Owners; (ii) each Risk Retention Consultation Party may act solely\nin the interests of the Holders of the Class VRR Certificates or the Uncertificated VRR Interest Owner, and does not have any liability\nor duties to the Holders of any other Class of Trust Certificates or any other Uncertificated Interest; (iii) each Risk Retention\nConsultation Party may take actions that favor interests of the Uncertificated VRR Interest Owner or the Holders of one or more Classes,\nincluding the Class VRR Certificates, over the interests of the Holders of one or more other Classes of Trust Certificates or the\nUncertificated Interest Owners; and (iv) each Risk Retention Consultation Party shall have no liability whatsoever for having so acted\nas set forth in clauses (i) through (iii) above, and no Trust Certificateholder or Uncertificated Interest Owner may take any action\nwhatsoever against any Risk Retention Consultation Party or any director, officer, employee, agent or principal of such Risk Retention\nConsultation Party for having so acted.\n\nArticle\nVII\n\nDEFAULT\n\nSection 7.01                \nServicer Termination Events.\n\n(a)               \n“Servicer Termination Event,” wherever used herein, means any one of the following events:\n\n(i)                           (A) any\nfailure by the Master Servicer to make any deposit or payment required to be made by the Master Servicer to the Collection Account or\nWhole Loan Custodial Account or to any Serviced Companion Loan Holder on the day and by the time such deposit or remittance is required\nto be made under the terms of this Agreement, which failure is not remedied within one (1) Business Day or (B) any failure by\nthe Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, the Distribution Account or the Excess\nInterest Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m.\n(New York City time) on the relevant Distribution Date; or\n\n(ii)                        any failure by\nthe Special Servicer to deposit into any REO Account, within two (2) Business Days after such deposit is required to be made or to remit\nto the Master Servicer for deposit into the Collection Account or the Whole Loan Custodial Account, as applicable, any amount required\nto be so deposited or remitted by the Special Servicer pursuant to, and within one (1) Business Day after the time specified by, the\nterms of this Agreement; or\n\n - 452 - \n\n \n\n(iii)                     any failure\non the part of the Master Servicer or the Special Servicer, as applicable, duly to observe or perform in any material respect any of\nits other covenants or obligations contained in this Agreement which continues unremedied for a period of 30 days (10 days\nin the case of the Master Servicer’s failure to make a Property Advance or 20 days in the case of a failure to pay the premium\nfor any insurance policy required to be maintained under this Agreement or such shorter period (not less than two (2) Business\nDays) as may be required to avoid the commencement of foreclosure proceedings for unpaid real estate taxes or the lapse of insurance,\nas applicable) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the\nMaster Servicer or the Special Servicer, as the case may be, by any other party hereto, or to the Master Servicer or the Special Servicer,\nas the case may be, with a copy to each other party to this Agreement, by the Holders of Trust Certificates of any Class evidencing,\nas to such Class, not less than 25% of the Voting Rights allocable thereto, or, if affected thereby, by a Serviced Companion Loan Holder;\n*provided*, *however*, if any such failure with a 30-day cure period is capable of being cured and the Master Servicer\nor Special Servicer, as applicable, is diligently pursuing such cure, such 30-day period will be extended an additional 60 days\n(*provided* that the Master Servicer, or Special Servicer, as applicable, has commenced to cure such failure within the initial\n30-day period and has certified that it has diligently pursued, and is continuing to pursue, a full cure); or\n\n(iv)                    any breach on\nthe part of the Master Servicer or the Special Servicer of any representation or warranty contained in this Agreement, which materially\nand adversely affects the interests of any Class of Trust Certificateholders, any Uncertificated Interest Owner or any Serviced\nCompanion Loan Holder and which continues unremedied for a period of 30 days after the date on which notice of such breach, requiring\nthe same to be remedied, has been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate\nAdministrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee\nby the Holders of Trust Certificates entitled to not less than 25% of the Voting Rights or, if affected thereby, by a Serviced Companion\nLoan Holder; *provided*, *however*, if such breach is capable of being cured and the Master Servicer or the Special Servicer,\nas applicable, is diligently pursuing such cure, such 30-day period will be extended an additional 60 days (*provided*\nthat the Master Servicer, or Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period\nand has certified that it has diligently pursued, and is continuing to pursue, a full cure); or\n\n(v)                       a decree or order\nof a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future\nfederal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee or similar\nofficial in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the\nwinding-up or liquidation of its affairs, shall have been entered against the Master Servicer or the Special Servicer, as applicable,\nand such\n\n - 453 - \n\n \n\ndecree or order shall have remained in\nforce undischarged, undismissed or unstayed for a period of 60 days; or\n\n(vi)                    the Master Servicer\nor the Special Servicer, as applicable, shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official\nin any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the\nMaster Servicer or the Special Servicer or of or relating to all or substantially all of its property; or\n\n(vii)                 the Master Servicer\nor the Special Servicer, as applicable, shall admit in writing its inability to pay its debts generally as they become due, file a petition\nto take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors,\nvoluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing; or\n\n(viii)              KBRA has (A) qualified,\ndowngraded or withdrawn its rating or ratings of one or more Classes of Trust Certificates, or (B) placed one or more Classes\nof Trust Certificates on “watch status” in contemplation of a rating downgrade or withdrawal and, in the case of either of\nclauses (A) or (B), publicly citing servicing concerns with the Master Servicer or the Special Servicer, as applicable, as the\nsole or material factor in such rating action (and such qualification, downgrade, withdrawal or “watch status” placement\nhas not been withdrawn by KBRA, within 60 days of such event);\n\n(ix)                      with respect\nto the Master Servicer, the Master Servicer ceases to have a commercial master servicer rating of at least “CMS3” from Fitch\nand that rating is not reinstated within 60 days or, with respect to the Special Servicer, the Special Servicer ceases to have\na commercial special servicer rating of at least “CSS3” from Fitch and that rating is not reinstated within 60 days,\nas the case may be;\n\n(x)                         Moody’s\nhas (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Trust Certificates, or (B) placed one or more\nClasses of Trust Certificates on “watch status” in contemplation of a rating downgrade or withdrawal and, in the case of\neither of clauses (A) or (B), publicly citing servicing concerns with the Master Servicer or the Special Servicer, as applicable, as\nthe sole or material factor in such rating action (and such qualification, downgrade, withdrawal or “watch status” placement\nhas not been withdrawn by Moody’s within 60 days of such event);\n\n(xi)                      any Companion\nLoan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of Serviced Companion Loan\nSecurities, or (B) placed one or more classes of Serviced Companion Loan Securities on “watch status” in contemplation of\na rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with the Master\nServicer or the Special Servicer, as applicable, as the sole or\n\n - 454 - \n\n \n\nmaterial factor in such rating action (and\nsuch qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by such Companion Loan Rating\nAgency within 60 days of such event); and\n\n(xii)                   the Master Servicer\nor the Special Servicer, as applicable, or any primary servicer or Sub-Servicer appointed by the Master Servicer or the Special Servicer,\nas applicable, after the Closing Date (but excluding any Sub-Servicer set forth on Exhibit S), shall (A) for so long\nas the Trust is subject to the reporting requirements of Regulation AB or the Exchange Act, fail to deliver the items required to be\ndelivered by this Agreement after any applicable notice and cure period to enable the Certificate Administrator or Depositor to comply\nwith the reporting obligations of the Trust under the Exchange Act or (B) for so long as any Other Securitization Trust is subject to\nthe reporting requirements of Regulation AB or the Exchange Act, fail to deliver any Exchange Act reporting items required to be delivered\nby such servicer to the related Other Depositor or related Other Exchange Act Reporting Party pursuant to Article X of this Agreement,\nin the case of each of clauses (A) and (B), within (a) with respect to the delivery of any item relating to a Reportable Event,\ntwo (2) Business Days of such failure to comply with Article X or (b) with respect to the delivery of any other item, five (5)\nBusiness Days of such failure to comply with Article X (any primary servicer or Sub-Servicer that defaults in accordance with\nthis Section 7.01(a)(xii) shall be terminated at the direction of the Depositor).\n\nIf a Servicer Termination\nEvent with respect to the Master Servicer or the Special Servicer shall occur and be continuing, then, and in each and every such case,\nso long as such Servicer Termination Event shall not have been remedied, either (i) the Trustee may or (ii) upon the written\ndirection to the Trustee from (x) the Holders of Certificates evidencing at least 25% of the Pooled Voting Rights of all Certificates\n(or, if the Servicer Termination Event is with respect to the Special Servicer for any Trust Subordinate Companion Whole Loan, 25% of\nthe Voting Rights of all Certificates and related Loan-Specific Certificates) or (y) an affected Serviced Companion Loan Holder (but,\nsubject to the next sentence, solely in the case of the related Serviced Whole Loan and a Servicer Termination Event with respect to the\nSpecial Servicer), then the Trustee shall, terminate the Master Servicer or the Special Servicer, as applicable. Notwithstanding anything\nto the contrary, it shall not be a Servicer Termination Event with respect to the pool of Mortgage Loans under clauses (i),\n(ii), (iii), (iv), (viii), (ix), (x) or (xi) above if the failure, default or event only\nhas an adverse effect on a Serviced Companion Loan, a Serviced Companion Loan Holder or a rating on any Serviced Companion Loan Securities\n(including any related Loan-Specific Certificates), but shall be a Servicer Termination Event with respect to the related Serviced Companion\nLoan and: (1) in the case of any such failure, default or event on the part of the Master Servicer, the related Serviced Companion\nLoan Holder or the requisite Loan-Specific Certificateholders shall have the remedies set forth in Section 7.01(d) with respect\nto the Servicer Termination Event with respect to the related Serviced Companion Loan; and (2) in the case of any such failure, default\nor event on the part of the Special Servicer, the related Serviced Companion Loan Holder (or, if the Servicer Termination Event is with\nrespect to the Special Servicer for any Trust Subordinate Companion Whole Loan, the Holders of related Loan-Specific Certificates evidencing\nat least 25% of the Voting Rights of all related Loan-Specific\n\n - 455 - \n\n \n\nCertificateholders) shall be entitled to require\ntermination of the Special Servicer with respect to, but only with respect to, the related Serviced Whole Loan.\n\n(b)              \nIf the Master Servicer receives notice of termination under Section 7.01(c) solely due to a Servicer Termination Event\nunder Section 7.01(a)(viii), Section 7.01(a)(ix), Section 7.01(a)(x) or Section 7.01(a)(xi)\nand if the Master Servicer to be terminated pursuant to Section 7.01(c) provides the Trustee with the appropriate “request\nfor proposal” materials within five (5) Business Days following such termination notice, then the Master Servicer shall continue\nto service as Master Servicer hereunder until a successor Master Servicer is selected in accordance with this 0.\nUpon receipt of the “request for proposal” materials, Trustee shall promptly thereafter (using such “request for proposal”\nmaterials provided by the Master Servicer pursuant to Section 7.01(c)) solicit good faith bids for the rights to service\nthe Mortgage Loans and the Serviced Whole Loans under this Agreement from at least three (3) Persons qualified to act as a successor\nMaster Servicer hereunder in accordance with Section 6.04 (any such Person so qualified, a “Qualified Bidder”) or,\nif three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders; *provided*\nthat, the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and *provided*, *further*,\nthat the Trustee shall not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to service the\nMortgage Loans and Serviced Whole Loans under this Agreement. The bid proposal shall require any Successful Bidder (as defined below),\nas a condition of such bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof, within\n45 days after the notice of termination of the Master Servicer. The Trustee shall select the Qualified Bidder with the highest cash\nbid (the “Successful Bidder”) to act as successor Master Servicer hereunder; *provided*, *however*,\nthat if the Trustee does not receive a Rating Agency Confirmation from each Rating Agency within 10 days after the selection of such\nSuccessful Bidder, then the Trustee shall repeat the bid process described above (but subject to the above-described 45-day time\nperiod) until such confirmation is obtained. The Trustee shall request the Successful Bidder to enter into this Agreement as successor\nMaster Servicer pursuant to the terms hereof no later than 45 days after notice of the termination of the Master Servicer.\n\nUpon the assignment and acceptance\nof master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement) to and by the Successful Bidder,\nthe Trustee shall remit or cause to be remitted to the Master Servicer to be terminated pursuant to Section 7.01(c) of this\nAgreement, the amount of such cash bid received from the Successful Bidder (net of “out-of-pocket” expenses incurred\nin connection with obtaining such bid and transferring servicing).\n\nThe Master Servicer to be\nterminated pursuant to Section 7.01(c) of this Agreement shall be responsible for all out-of-pocket expenses\nincurred in connection with the attempt to sell its rights to service the Mortgage Loans and the Serviced Whole Loans, which expenses\nare not reimbursed to the party that incurred such expenses pursuant to the preceding paragraph.\n\nIf the Successful Bidder\nhas not entered into this Agreement as successor Master Servicer within the above-described time period or no Successful Bidder was\nidentified within the\n\n - 456 - \n\n \n\nabove-described time period, the Master Servicer to be terminated pursuant to Section 7.01(c) shall\nreimburse the Trustee for all reasonable “out-of-pocket” expenses incurred by the Trustee in connection with such\nbid process and the Trustee shall have no further obligations under this Section 7.01(b). The Trustee thereafter may act or\nmay select a successor to act as Master Servicer hereunder in accordance with Section 7.02.\n\n(c)               \nIn the event that the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee\nshall, by notice in writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated Party”),\nterminate all of its rights and obligations under this Agreement and in and to the Mortgage Loans and Serviced Whole Loans and the proceeds\nthereof, other than any rights the Master Servicer or Special Servicer may have hereunder as a Trust Certificateholder and any rights\nor obligations that accrued prior to the date of such termination or that survive such termination (including the right to receive all\namounts accrued or owing to it under this Agreement, *plus* interest at the Advance Rate on such amounts until received to the extent\nsuch amounts bear interest as provided in this Agreement, with respect to periods prior to the date of such termination and the right\nto the benefits of Section 6.03 and subsection (b) above notwithstanding any such termination). On or after the\nreceipt by the Terminated Party of such written notice, all of its authority and power under this Agreement, whether with respect to the\nTrust Certificates (except that the Terminated Party shall retain its rights as a Trust Certificateholder in the event and to the extent\nthat it is a Trust Certificateholder) or the Mortgage Loans and Serviced Whole Loans or otherwise, shall pass to and be vested in the\nTrustee pursuant to and under this Section and, without limitation, the Trustee is hereby authorized and empowered to execute and\ndeliver, on behalf of and at the expense of the Terminated Party, as attorney-in-fact or otherwise, any and all documents and\nother instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of\ntermination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and Serviced Whole Loans and related\ndocuments, or otherwise. The Master Servicer and the Special Servicer each agrees that, in the event it is terminated pursuant to this\nSection 7.01, to promptly (and in any event no later than ten Business Days subsequent to such notice) provide, at its\nown expense, the Trustee (or the successor Master Servicer selected by the Trustee pursuant to Section 7.01(b) of this Agreement\nor the successor Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02 of this\nAgreement) with all documents and records requested by the Trustee (or the successor Master Servicer selected by the Trustee pursuant\nto Section 7.01(b) of this Agreement or the successor Master Servicer or Special Servicer, as applicable, otherwise appointed\npursuant to Section 7.02 of this Agreement) to enable the Trustee or other successor to its responsibilities hereunder to\nassume its functions hereunder, and to cooperate with the Trustee and the successor to its responsibilities hereunder in effecting the\ntermination and transfer of its responsibilities and rights hereunder, including, without limitation, the transfer to the successor Master\nServicer or successor Special Servicer or the Trustee, as applicable, for administration by it of all cash amounts which shall at the\ntime be or should have been credited by the Master Servicer or the Special Servicer to the Collection Account, any Whole Loan Custodial\nAccount, any REO Account or Lock-Box Account shall thereafter be received with respect to the Mortgage Loans and Serviced Whole\nLoans, and shall promptly provide the Trustee or such successor Master Servicer or Special Servicer (which may include the Trustee), as\napplicable, all documents and records\n\n - 457 - \n\n \n\nreasonably requested by it, such documents and records to be provided in such form as the Trustee\nor such successor Master Servicer or Special Servicer shall reasonably request (including electromagnetic form), to enable it to assume\nthe Master Servicer’s or Special Servicer’s function hereunder. All reasonable costs and expenses actually incurred by the\nTrustee, the Certificate Administrator or the successor Master Servicer or successor Special Servicer in connection with transferring\nMortgage Files, Servicing Files and related information, records and reports to the successor Master Servicer or Special Servicer and\namending this Agreement to reflect (as well as providing appropriate notices to Mortgagors, ground lessors, insurers and other applicable\nthird parties regarding) such succession as successor Master Servicer or successor Special Servicer pursuant to this Section 7.01\nshall be paid by the predecessor Master Servicer or the Special Servicer, as applicable, upon presentation of reasonable documentation\nof such costs and expenses. If the predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the Trustee,\nthe Certificate Administrator or the successor Master Servicer or Special Servicer for such expenses within 90 days after the presentation\nof reasonable documentation, such expense shall be reimbursed by the Trust Fund; *provided* that the Terminated Party shall not thereby\nbe relieved of its liability for such expenses.\n\n(d)              \nNotwithstanding Section 7.01(a) and Section 7.01(c), if (1) any Servicer Termination Event on the part\nof the Master Servicer affects a Serviced Companion Loan, the related Serviced Companion Loan Holder or the rating on a class of the related\nServiced Companion Loan Securities (including any related Loan-Specific Certificates) and the Master Servicer is not otherwise terminated\nin accordance with Section 7.01(a) and Section 7.01(c), or (2) a Servicer Termination Event on the part of the\nMaster Servicer occurs that affects only a Serviced Companion Loan, the related Serviced Companion Loan Holder or the rating on a class\nof the related Serviced Companion Loan Securities (including any related Loan-Specific Certificates), then the Master Servicer may not\nbe terminated by or at the direction of the related Serviced Companion Loan Holder or the Holders of any Certificates (solely in the case\nof clause (2) of this sentence) or Loan-Specific Certificates in accordance with Section 7.01(c), but, upon the written direction\nof the related Serviced Companion Loan Holder or of Holders of related Loan-Specific Certificates evidencing at least 25% of the Voting\nRights of all related Loan-Specific Certificateholders, the Master Servicer shall appoint, within 30 days of such direction, a sub-servicer\n(or, if the related Serviced Whole Loan is currently being sub-serviced, to replace, within 30 days of such direction, the then\ncurrent sub-servicer with a new sub-servicer). In connection with the Master Servicer’s appointment of any sub-servicer\nat the direction of a Serviced Companion Loan Holder or the requisite Holders of related Loan-Specific Certificates in accordance with\nthis Section 7.01(d), the Master Servicer shall obtain a Rating Agency Confirmation from each Rating Agency. The related sub-servicing\nagreement shall provide that any sub-servicer appointed by the Master Servicer at the direction of a Serviced Companion Loan Holder\nor the requisite Holders of related Loan-Specific Certificates in accordance with this Section 7.01(d) shall be responsible\nfor all duties of the Master Servicer under this Agreement with respect to the related Serviced Whole Loan. Such sub-servicing agreement\n(a) may be terminated without cause and without payment of\nany fee and (b) shall also provide that such sub-servicer shall agree to become the master servicer under a separate servicing agreement\nfor the applicable Serviced Whole Loan in the event that such Serviced Whole Loan is no\n\n - 458 - \n\n \n\nlonger to be serviced and administered hereunder,\nwhich separate servicing agreement shall contain servicing and administration, limitation of liability, indemnification and servicing\ncompensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the applicable\nServiced Whole Loan and the related Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source\nof funds thereunder. If any sub-servicer appointed by the Master Servicer at the direction of a Serviced Companion Loan Holder or\nthe requisite Holders of related Loan-Specific Certificates in accordance with this Section 7.01(d) shall at any time resign\nor be terminated, the Master Servicer shall be required to promptly appoint a substitute sub-servicer and obtain a Rating Agency Confirmation.\nIn the event a successor Master Servicer is acting hereunder and that successor Master Servicer desires to terminate the sub-servicer\nappointed under this Section 7.01(d), the terminated Master Servicer that was responsible for the Servicer Termination Event\nthat led to the appointment of such sub-servicer shall be responsible for all costs incurred in connection with such termination,\nincluding the payment of any termination fee.\n\n(e)               \nIf the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer has received written notice (which,\nfor the purposes of this subsection (e), shall include any publications by any Rating Agency of which the Trustee, the Certificate\nAdministrator or any Servicing Officer of the Master Servicer, as the case may be, has actual knowledge) from any Rating Agency that the\nMaster Servicer or the Special Servicer no longer is an approved master servicer or approved special servicer, as applicable, then such\nparty shall promptly notify the others, and the Certificate Administrator shall notify the related Serviced Companion Loan Holder, to\nthe extent known to the Certificate Administrator, of the same.\n\nSection 7.02                \nTrustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer receives a notice\nof termination pursuant to Section 7.01, the Trustee shall, subject to the following provisions of this Section 7.02,\nbe its successor in all respects in its capacity as Master Servicer or Special Servicer under this Agreement and the transactions set\nforth or provided for herein and, except as provided herein, shall be subject to all the responsibilities, duties, limitations on liability\nand liabilities relating thereto and arising thereafter placed on the Master Servicer or Special Servicer by the terms and provisions\nhereof; *provided*, *however*, that (i) the Trustee shall have no responsibilities, duties, liabilities or obligations\nwith respect to any act or omission of the Master Servicer or Special Servicer and (ii) any failure to perform, or delay in performing,\nsuch duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks,\ninformation or moneys shall not be considered a default by such successor hereunder. The Trustee, as successor Master Servicer or successor\nSpecial Servicer, shall be indemnified to the full extent provided the Master Servicer or Special Servicer, as applicable, under this\nAgreement prior to the Master Servicer’s or the Special Servicer’s termination. The appointment of a successor Master Servicer\nor successor Special Servicer shall not affect any liability of the predecessor Master Servicer or Special Servicer which may have arisen\nprior to its termination as Master Servicer or Special Servicer. The Trustee shall not be liable for any of the representations, liabilities\nor warranties of the Master Servicer or Special Servicer herein or in any related document or agreement,\nfor any acts or omissions of the predecessor Master Servicer or predecessor Special Servicer or for any losses incurred in respect of\nany Permitted Investment by the Master Servicer pursuant to Section 3.07 of this Agreement nor shall the Trustee\n\n - 459 - \n\n \n\nbe required to purchase any Mortgage Loan\nor Serviced Whole Loan hereunder. As compensation therefor, the Trustee as successor Master Servicer or successor Special Servicer shall\nbe entitled to the Servicing Fee or Special Servicing Compensation, as applicable, and all funds relating to the Mortgage Loans and Serviced\nCompanion Loans that accrue after the date of the Trustee’s succession to which the Master Servicer or Special Servicer would have\nbeen entitled if the Master Servicer or Special Servicer, as applicable, had continued to act hereunder. In the event any Advances made\nby the Master Servicer and the Back-Up Advancing Agent shall at any time be outstanding, or any amounts of interest thereon shall be\naccrued and unpaid, all amounts available to repay Advances and interest hereunder shall be applied entirely to the Advances made by\nthe Back-Up Advancing Agent (and the accrued and unpaid interest thereon), until such Advances and interest shall have been repaid in\nfull. Notwithstanding the above and subject to Section 6.08, the Trustee may, if it shall be unwilling to so act, or shall,\nif it is unable to so act, or if the Holders of (i) in the case of the Master Servicer, Trust Certificates entitled to at least 25% of\nthe aggregate Voting Rights of all Trust Certificates, (ii) in the case of the Special Servicer with respect to all the Serviced Loans\nother than a Trust Subordinate Companion Whole Loan, Certificates entitled to at least 25% of the aggregate Pooled Voting Rights of all\nCertificates or (iii) in the case of the Special Servicer with respect to a Trust Subordinate Companion Whole Loan, Certificates and\nrelated Loan-Specific Certificates entitled to at least 25% of the aggregate Voting Rights of all Certificates and related Loan-Specific\nCertificates, so request in writing to the Trustee, or (solely with respect to the succession of the Trustee as Master Servicer) if neither\nthe Trustee nor the Back-Up Advancing Agent has the Applicable Back-Up Advancing Agent Ratings, or if the Rating Agencies do not provide\nRating Agency Confirmations with respect to the Trustee so acting, promptly appoint, or petition a court of competent jurisdiction to\nappoint, any established mortgage loan servicing institution for which a Rating Agency Confirmation from each Rating Agency has been\nobtained (at the expense of the terminated Master Servicer or Special Servicer, as applicable, or, if the expense is not so recovered,\nat the expense of the Trust Fund), as the successor to the Master Servicer or the Special Servicer, as applicable, hereunder in the assumption\nof all or any part of the responsibilities, duties or liabilities of the Master Servicer or Special Servicer hereunder; *provided*\nthat, the applicable Directing Holder shall have the right to approve any successor Special Servicer with respect to any Serviced Loan\nor Serviced Whole Loan. No appointment of a successor to the Master Servicer or Special Servicer hereunder shall be effective until (i)\nthe assumption by such successor of all the Master Servicer’s or Special Servicer’s responsibilities, duties and liabilities\nhereunder and (ii) in the case of the appointment of a successor Special Servicer, the Depositor and, if applicable, each related Other\nDepositor shall have received the written notice and information with respect to such successor Special Servicer as set forth in Section 10.02(a).\nPending appointment of a successor to the Master Servicer (or the Special Servicer if the Special Servicer is also the Master Servicer) hereunder,\nunless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above provided. Pending\nthe appointment of a successor to the Special Servicer, unless the Master Servicer is also the Special Servicer, the Master Servicer\nshall act in such capacity. In connection with such appointment and assumption described herein, the Trustee may make such arrangements\nfor the compensation of such successor out of payments on Mortgage Loans and Serviced Companion Loans as it and such successor shall\nagree; *provided*, *however*, that no such compensation shall be in excess of that permitted the Terminated Party hereunder;\n*provided*, *further*, that if no successor to the Terminated Party can be obtained to perform\nthe obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that\npermitted the Terminated Party shall be treated as Realized Losses; and *provided*, *further* that, the Trustee shall\n\n - 460 - \n\n \n\nconsult with any applicable Directing Holder\nand Consulting Party prior to the appointment of a successor to the Terminated Party with respect to any Serviced Loan or Serviced Whole\nLoan at a servicing compensation in excess of that permitted the Terminated Party. The Depositor, the Trustee, the Master Servicer or\nSpecial Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such\nsuccession.\n\nIf the Trustee or an Affiliate\nacts pursuant to this Section 7.02 as successor to the terminated Master Servicer, it may reduce the Excess Servicing Fee Rate\nto the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the\nmarket rate servicing compensation. If the Trustee elects to appoint a successor to the terminated Master Servicer other than itself or\nan Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in\nthe sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of this\nSection 7.02.\n\nSection 7.03                \nNotification to Certificateholders.\n\n(a)               \nUpon any termination pursuant to Section 7.01 above or appointment of a successor to the Master Servicer or the Special\nServicer, the Certificate Administrator shall give prompt written notice thereof to Trust Certificateholders at their respective addresses\nappearing in the Certificate Register, to the Uncertificated Interest Owners, to the Serviced Companion Loan Holders, and electronically,\nfor posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, to\nthe Rule 17g-5 Information Provider.\n\n(b)              \nWithin 30 days after the occurrence of any Servicer Termination Event or Operating Advisor Termination Event of which a Responsible\nOfficer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail to all Holders of\nTrust Certificates, the Uncertificated Interest Owners and any affected Serviced Companion Loan Holder (to the extent the Certificate\nAdministrator has received the notice information for such Serviced Companion Loan Holder after a request therefor) and electronically,\nfor posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, to\nthe Rule 17g-5 Information Provider notice of such Servicer Termination Event or Operating Advisor Termination Event, unless\nsuch Servicer Termination Event or Operating Advisor Termination Event shall have been cured or waived.\n\nSection 7.04                \nOther Remedies of Trustee. During the continuance of any Servicer Termination Event, so long as such Servicer Termination\nEvent shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01, shall have the right,\nin its own name as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce\nits rights and remedies and to protect the interests, and enforce the rights and remedies, of the Trust Certificateholders, the Uncertificated\nInterest Owners and the Serviced Companion Loan Holders (including the institution and prosecution of all judicial, administrative and\nother proceedings and the filing of proofs of claim and debt\nin connection therewith). In such event, the legal fees, expenses and costs of such action and any liability resulting therefrom shall\nbe expenses, costs and liabilities of the defaulting Master Servicer or Special Servicer, as applicable. If the Master Servicer\n\n - 461 - \n\n \n\nor Special\nServicer, as applicable, fails to remedy, after the presentation of reasonable documentation, the Trustee shall be entitled to be reimbursed\nfor such expenses, costs and liability from the Collection Account or the Whole Loan Custodial Account, as applicable, as provided in\nSection 3.06 and Section 3.06A of this Agreement; *provided* that the Master Servicer or the Special Servicer,\nas applicable, shall not be relieved of such liability for such expenses, costs and liabilities. Except as otherwise expressly provided\nin this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be\ncumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or\nremedy or shall be deemed to be a waiver of any Servicer Termination Event of the Master Servicer or the Special Servicer.\n\nSection 7.05                \nWaiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination. The Holders of Certificates\nevidencing not less than 66-2/3% of the Pooled Voting Rights of all Certificates (or, if the Servicer Termination Event is with respect\nto the Special Servicer for any Trust Subordinate Companion Whole Loan, or the Holders of Trust Certificates evidencing 66-2/3% of the\nVoting Rights of all Certificates and related Loan-Specific Certificates) (and, if such Servicer Termination Event is on the part of a\nSpecial Servicer with respect to any Serviced Whole Loan with a Companion Loan held outside the Trust (including, if applicable, a Trust\nSubordinate Companion Whole Loan), each affected Serviced Companion Loan Holder) may, on behalf of all Trust Certificateholders and Uncertificated\nInterest Owners, waive any Servicer Termination Event on the part of the Master Servicer, Special Servicer or any Operating Advisor Termination\nEvent on the part of the Operating Advisor in the performance of its obligations hereunder and its consequences, except a Servicer Termination\nEvent in connection with making any required deposits (including, with respect to the Master Servicer, P&I Advances) to or payments\nfrom the Collection Account, a Whole Loan Custodial Account or the Lower-Tier REMIC Distribution Account or in remitting payments\nas received, in each case in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist,\nand any Servicer Termination Event or Operating Advisor Termination Event arising therefrom shall be deemed to have been remedied for\nevery purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon.\nAny costs and expenses incurred by the Certificate Administrator in connection with such default and prior to such waiver shall be reimbursed\nby the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, promptly upon demand therefor and if not reimbursed\nto the Certificate Administrator within 90 days of such demand, from the Trust Fund; *provided* that the Trust Fund shall be\nreimbursed by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, to the extent such amounts are reimbursed\nto the Certificate Administrator from the Trust Fund. Notwithstanding the foregoing, (a) a Servicer Termination Event under any of\nSection 7.01(a)(i) and Section 7.01(a)(ii) of this Agreement may be waived only by all of the Certificateholders\nof the affected Classes, and (b) a Servicer Termination Event under Section 7.01(a)(xii) of this Agreement may be waived\nonly with the consent of the Depositor, together with (in the case of each of clauses (a) and (b) of this sentence) the consent of each Serviced Companion Loan\nHolder, if any, that is affected by such Servicer Termination Event.\n\nThe foregoing paragraph notwithstanding,\nif the Holders representing at least the requisite percentage of the Voting Rights allocated to each affected Class of Trust Certificates\ndesire to waive a Servicer Termination Event by the Master Servicer, but a Serviced Companion Loan Holder related to a Serviced Whole\nLoan (if adversely affected thereby) does not wish to\n\n - 462 - \n\n \n\nwaive that Servicer Termination Event, then those Trust Certificateholders may still\nwaive that Servicer Termination Event, and the applicable Serviced Companion Loan Holder will be entitled to require that the Master Servicer\nappoint, within 60 days of the applicable Serviced Companion Loan Holder’s request, a sub-servicer (or, if the applicable\nServiced Whole Loan is currently being subserviced, to replace, within 60 days of the applicable Serviced Companion Loan Holder’s\nrequest, the then current sub-servicer with a new sub-servicer) with respect to the applicable Serviced Whole Loan. In connection\nwith the Master Servicer’s appointment of a sub-servicer at the request of a Serviced Companion Loan Holder in accordance with\nthis Section 7.05, the Master Servicer shall obtain a Rating Agency Confirmation from each Rating Agency at the expense of\nthe Serviced Companion Loan Holder. The related sub-servicing agreement shall provide that any sub-servicer appointed by the Master\nServicer at the request of a Serviced Companion Loan Holder in accordance with this Section 7.05 shall be responsible for\nall duties of the Master Servicer under this Agreement with respect to the applicable Serviced Whole Loan. Such Sub-Servicing Agreement\n(a) may be terminated without cause and without the payment of any fee and (b) shall also provide that such sub-servicer\nshall become the master servicer under a separate servicing agreement for the applicable Serviced Whole Loan in the event that the Serviced\nWhole Loan is no longer to be serviced and administered hereunder, which separate servicing agreement shall contain servicing and administration,\nlimitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of\nthis Agreement, except for the fact that the applicable Serviced Whole Loan and the related Mortgaged Properties shall be the sole assets\nserviced and administered thereunder and the sole source of funds thereunder. Such sub-servicer (a) may be terminated without\ncause and without the payment of any fee and (b) shall meet the requirements of Section 3.01 of this Agreement. If any\nsub-servicer appointed by the Master Servicer at the request of a Serviced Companion Loan Holder in accordance with this Section 7.05\nshall at any time resign or be terminated, the Master Servicer shall be required to promptly appoint a substitute sub-servicer with\nrespect to which a Rating Agency Confirmation has been obtained at the expense of the applicable resigning or terminated sub-servicer\n(and any applicable Sub-Servicing Agreement shall so provide), and if the resigning or terminated sub-servicer fails to cover\nsuch expense, the Master Servicer shall do so. In the event a successor Master Servicer is acting hereunder and that successor Master\nServicer desires to terminate the sub-servicer appointed under this Section 7.05, the terminated Master Servicer that\nwas responsible for the Servicer Termination Event that led to the appointment of such sub-servicer shall be responsible for all costs\nincurred in connection with such termination, including the payment of any termination fee.\n\nSection 7.06                \nTermination of the Operating Advisor.\n\n(a)               \nAn “Operating Advisor Termination Event” means any one of the following events whether it shall be voluntary\nor involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation\nof any administrative or governmental body:\n\n(i)                           any failure by\nthe Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material breach of its\nrepresentations or warranties under this Agreement, which failure shall continue unremedied for a period of 30 days after the\ndate on which written notice of such failure shall have been given to the Operating Advisor by the Trustee or to the\n\n - 463 - \n\n \n\nOperating Advisor\nand the Trustee by the Holders of Trust Certificates having greater than 25% of the Voting Rights of all then outstanding Trust Certificates;\n*provided*, *however*, that with respect to any such failure which is not curable within such 30-day period, the Operating\nAdvisor shall have an additional cure period of thirty (30) days to effect such cure so long as it has commenced to cure such\nfailure with the initial 30-day period and has provided the Trustee and the Certificate Administrator with an Officer’s Certificate\ncertifying that it has diligently pursued, and is continuing to pursue, such cure;\n\n(ii)                        any failure by\nthe Operating Advisor to perform its obligations set forth in this Agreement in accordance with the Operating Advisor Standard which\nfailure shall continue unremedied for a period of 30 days after the date on which written notice of such failure is given to the\nOperating Advisor by any party to this Agreement;\n\n(iii)                     any failure\nby the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a period of 30 days\nfollowing receipt of written notice by the Operating Advisor of such failure or the Operating Advisor obtaining actual knowledge of such\nfailure; *provided* that, in the event that Rule 7 of Regulation RR is applicable to the securitization transaction constituted\nby the issuance of the Certificates or an EHRI Trust Subordinate Companion Loan Securitization, then such Operating Advisor Termination\nEvent will occur without any requirement for such notice or actual knowledge, and the references thereto above will be deemed inapplicable;\n\n(iv)                    a decree or order\nof a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future\nfederal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency,\nreadjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs,\nshall have been entered against the Operating Advisor, and such decree or order shall have remained in force undischarged or unstayed\nfor a period of 60 days;\n\n(v)                       the Operating\nAdvisor shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency, readjustment\nof debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the Operating Advisor\nor of or relating to all or substantially all of its property; or\n\n(vi)                    the\nOperating Advisor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage\nof any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment\nof its obligations.\n\nUpon receipt by the Certificate\nAdministrator of notice of the occurrence of any Operating Advisor Termination Event, the Certificate Administrator shall promptly provide\n\n - 464 - \n\n \n\nwritten notice to all Trust Certificateholders and the Uncertificated Interest Owners by posting such notice on its internet website,\nunless the Certificate Administrator has received notice that it has been remedied. If an Operating Advisor Termination Event shall occur\nthen, and in each and every such case, so long as such Operating Advisor Termination Event shall not have been remedied, then either (i)\nthe Trustee may or (ii) upon the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights\nof each Class of Non-Reduced Certificates, or if an Operating Advisor Termination Event affects only any related Loan-Specific\nCertificates issued as part of an EHRI Trust Subordinate Companion Loan Securitization, upon the written direction of the holders of related\nLoan-Specific Certificates evidencing at least 25% of the Voting Rights of all related Loan-Specific Certificateholders, the Trustee shall,\nterminate all of the rights and obligations of the Operating Advisor under this Agreement, other than rights and obligations accrued prior\nto such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification\nrights (arising out of events occurring prior to such termination), by notice in writing to the Operating Advisor. Notwithstanding anything\nherein to the contrary, the Depositor shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee\nof any Operating Advisor Termination Event of which the Depositor becomes aware.\n\n(b)              \nUpon (i) the written direction of Holders of Non-Reduced Certificates and Non-Reduced Loan-Specific Certificates evidencing\nnot less than 15% of the Voting Rights of the Non-Reduced Certificates and Non-Reduced Loan-Specific Certificates requesting a vote\nto terminate and replace the Operating Advisor with a proposed successor Operating Advisor that is an Eligible Operating Advisor and (ii) payment\nby such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in\nconnection with administering such vote, the Certificate Administrator shall promptly provide written notice of the requested vote to\nthe Operating Advisor and to all Certificateholders and Loan-Specific Certificateholders by (i) posting such notice on its internet\nwebsite, and (ii) mailing such notice to all Certificateholders and Loan-Specific Certificateholders at their addresses appearing\nin the Certificate Register and to the Operating Advisor. Upon the affirmative vote of the Holders of Trust Certificates evidencing more\nthan 50% of the Voting Rights allocable to the Non-Reduced Certificates and Non-Reduced Loan-Specific Certificates of those Holders\nthat exercise their right to vote (*provided* that Holders entitled to exercise at least 50% of the Voting Rights allocable to the\nNon-Reduced Certificates and Non-Reduced Loan-Specific Certificates exercise their right to vote within 180 days of the initial\nrequest for a vote (which, for the avoidance of doubt, is the date on which the aforementioned notice was mailed to the Certificateholders)),\nthe Trustee shall terminate all of the rights and obligations of the Operating Advisor under this Agreement by notice in writing to the\nOperating Advisor. The provisions set forth in the foregoing sentences of this Section 7.06(b) shall be binding upon and inure\nto the benefit of solely the Certificateholders and the Trustee as\nbetween each other. The Operating Advisor shall not have any cause of action based upon or arising from any breach or alleged breach of\nsuch provisions. As between the Operating Advisor, on the one hand, and the Certificateholders and Loan-Specific Certificateholders, on\nthe other, the Certificateholders and Loan-Specific Certificateholders shall be entitled in their sole discretion to vote for the termination\nor not vote for the termination of the Operating Advisor. The Certificate Administrator shall include on each Distribution Date Statement\na statement that each\n\n - 465 - \n\n \n\nCertificateholder, Loan-Specific Certificateholder and Beneficial Owner may access notices on the Certificate Administrator’s\nWebsite and each Trust Certificateholder and Beneficial Owner may register to receive e-mail notifications when such notices are posted\non the Certificate Administrator’s Website; *provided* that the Certificate Administrator shall be entitled to reimbursement\nfrom the requesting Certificateholders and Loan-Specific Certificateholders for the reasonable expenses of posting such notices.\n\n(c)               \nOn or after the receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all of its authority\nand power under this Agreement shall be terminated and, without limitation, the terminated Operating Advisor shall execute any and all\ndocuments and other instruments, and do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes\nof such notice of termination. As soon as practicable, but in no event later than 15 Business Days after (1) the Operating Advisor\nresigns pursuant to Section 6.04 of this Agreement (excluding resignation under the circumstances contemplated in Section 6.04(d)\nwhere no successor Operating Advisor is required to be appointed) or (2) the Trustee delivers such written notice of termination to the\nOperating Advisor, the Trustee shall appoint a successor Operating Advisor that is an Eligible Operating Advisor. The Trustee shall provide\nwritten notice of the appointment of a successor Operating Advisor to the Master Servicer, the Special Servicer, the Operating Advisor,\nthe Certificate Administrator, the Depositor, the Risk Retention Consultation Parties, any related Outside Controlling Note Holder and,\nif a Consultation Termination Event does not exist, the Controlling Class Representative within one Business Day of such appointment,\nand the Certificate Administrator shall provide written notice of such appointment to each Certificateholder and the Uncertificated VRR\nInterest Owner within one Business Day of the receipt of such notice of appointment from the Trustee. Except as contemplated by Section 7.06(b)\nof this Agreement, the appointment of a successor Operating Advisor shall not be subject to the vote, consent or approval of the holder\nof any Class of Certificates or the Uncertificated VRR Interest Owner.\n\nThe Operating Advisor\nshall not at any time be the Depositor, the Master Servicer, the Special Servicer, a Sponsor or an Affiliate of any of them. If any\nof such entities becomes the Operating Advisor, including by means of an Affiliation arising after the date hereof, the Operating\nAdvisor shall immediately resign or cause an assignment under Section 6.04 of this Agreement and the Trustee shall\nappoint a successor Operating Advisor subject to and in accordance with this Section 7.06(c), which successor\nOperating Advisor may be an Affiliate of the Trustee. Notwithstanding the foregoing, if the Trustee is unable to find a successor\nOperating Advisor within 30 days of the termination of the Operating Advisor, the Depositor shall be permitted to find a\nreplacement. Unless and until a replacement Operating Advisor is appointed, no party shall act as the Operating Advisor and the\nprovisions in this Agreement relating to consultation with respect to the Operating Advisor shall not be applicable until a\nreplacement Operating Advisor is appointed hereunder.\n\n(d)              \nUpon any resignation or termination of the Operating Advisor and, if applicable, appointment of a successor to the Operating Advisor,\nthe Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator\n(who shall, as soon as possible, give written notice thereof to the Trust Certificateholders and the Uncertificated VRR Interest Owner),\nthe Depositor, each\n\n - 466 - \n\n \n\nDirecting Holder, each Consulting Party and, for posting to the Rule 17g-5 Information Provider’s Website pursuant\nto Section 12.13 of this Agreement, the Rule 17g-5 Information Provider. In the event that the Operating Advisor resigns or is terminated,\nall of its rights and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the\ndate of such resignation or termination (including the right to receive all amounts accrued and owing to it under this Agreement) and\nother than any rights to indemnification arising out of events occurring prior to such resignation or termination.\n\nArticle\nVIII\n\nCONCERNING THE TRUSTEE and The Certificate Administrator\n\nSection 8.01                \nDuties of the Trustee and the Certificate Administrator.\n\n(a)               \nThe Trustee, prior to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge\nand after the curing or waiver of all Servicer Termination Events which may have occurred, undertakes to perform such duties and only\nsuch duties as are specifically set forth in this Agreement and no permissive right of the Trustee shall be construed as a duty. During\nthe continuance of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge, the Trustee, subject\nto the provisions of Section 7.02 and Section 7.04 of this Agreement, shall exercise such of the rights and powers\nvested in it by this Agreement, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under\nthe circumstances in the conduct of such person’s own affairs. The Certificate Administrator undertakes to perform at all times\nsuch duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator\nshall be construed as a duty.\n\n(b)              \nEach of the Trustee and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports,\ndocuments, orders or other instruments furnished to the Trustee or the Certificate Administrator, as applicable, which are specifically\nrequired to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically\ngoverned by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting\nto the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine them\nto determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; *provided*,\n*however*, that neither the Trustee nor the Certificate Administrator shall be responsible for the accuracy or content of any such resolution,\ncertificate, statement, opinion, report, document, order or other instrument provided to it hereunder if accepted in good faith. If any\nsuch instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee or the Certificate\nAdministrator, as applicable, shall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the\nCertificate Administrator’s, as applicable, reasonable satisfaction, the Certificate Administrator (if the Certificate Administrator\nrequested the corrected instrument or upon\n\n - 467 - \n\n \n\ndirection from the Trustee if the Trustee requested the corrected instrument) will provide\nnotice thereof to the Trust Certificateholders and the Uncertificated Interest Owners.\n\n(c)               \nNeither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control”\npersons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, *provided* that,\nsubject to Section 8.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate\nAdministrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act or its\nown willful misconduct or its own bad faith; and *provided*, *further*, that:\n\n(i)                       Prior to the occurrence\nof a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge,\nand after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee\nshall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be\nliable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants\nor obligations shall be read into this Agreement against the Trustee or the Certificate Administrator and, in the absence of bad faith\non the part of the Trustee or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively\nrely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any resolutions, certificates, statements,\nreports, opinions, documents, orders or other instruments furnished to the Trustee or the Certificate Administrator, as applicable, that\nconform on their face to the requirements of this Agreement without responsibility for investigating the contents thereof;\n\n(ii)                        Neither the Trustee\nnor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer or\nResponsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining\nthe pertinent facts;\n\n(iii)                     Neither the\nTrustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken\nby it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 50% of the Percentage Interests\n(or such other percentage as is specified herein for such action) of each affected Class, or of the Voting Rights of the Trust Certificates,\nrelating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator,\nas applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this\nAgreement;\n\n(iv)                    Neither the Trustee,\nthe Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible\nfor any act or omission of any Custodian, Paying Agent or Certificate\n\n - 468 - \n\n \n\nRegistrar that is not the same Person\nas, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or\nthe Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or\nomission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder, the Directing\nHolder or the Controlling Class Representative or any other third Person, including, without limitation, in connection with actions taken\npursuant to this Agreement;\n\n(v)                       Neither the Trustee\nnor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action\nis incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and,\nif it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion\ndoes not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate\nAdministrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises\n(i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate\nAdministrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s,\nas the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator,\nas the case may be, of any of its representations or warranties contained herein; *provided*, *however*, that the Trustee or\nthe Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem\nnecessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Trust\nCertificateholders hereunder;\n\n(vi)                    Neither the Trustee\nnor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of any Person unless a Responsible\nOfficer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such act, failure to act or breach\nor receives written notice of such act, failure to act or breach from any other party to this Agreement, any Trust Certificateholder\nor Beneficial Owner, an Uncertificated Interest Owner, a Risk Retention Consultation Party, a Serviced Companion Loan Holder, the Directing\nHolder or the Controlling Class Representative; and\n\n(vii)                 Except\nin the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud, in\nno event shall the Trustee or the Certificate Administrator, as applicable, be liable for special, punitive, indirect or\nconsequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the\nCertificate Administrator, as applicable, has been advised of the likelihood of such loss or damage and regardless of the form of\naction.\n\n - 469 - \n\n \n\nNone of the provisions contained\nin this Agreement shall require the Trustee or the Certificate Administrator, in its capacity as Trustee or the Certificate Administrator,\nas applicable, to expend or risk its own funds, or otherwise incur financial liability in the performance of any of its duties hereunder,\nor in the exercise of any of its rights or powers, if in the opinion of the Trustee or the Certificate Administrator, as applicable, the\nrepayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. None of the provisions contained\nin this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations\nof the Master Servicer (other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement if the\nTrustee is acting as the Back-Up Advancing Agent), the Special Servicer, the Certificate Administrator, the Operating Advisor or the Asset\nRepresentations Reviewer under this Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested\nwith the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement.\nNone of the provisions contained in this Agreement shall in any event require the Certificate Administrator to perform, or be responsible\nfor the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor\nor the Asset Representations Reviewer under this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to\npost any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee\nnor the Certificate Administrator shall be liable for any loss on any investment of funds pursuant to this Agreement (other than any funds\ninvested with it in its commercial capacity or at its discretion).\n\n(d)              \nThe Operating Advisor, the Master Servicer, the Special Servicer or the Trustee may at any time request from the Certificate Administrator\nwritten confirmation of whether any Control Termination Event, Consultation Termination Event, Loan-Specific Control Termination Event,\nLoan-Specific Consultation Termination Event or Operating Advisor Consultation Trigger Event occurred during the previous calendar year\nand the Certificate Administrator shall deliver such confirmation, based on information in its possession, to the requesting party within\nten (10) Business Days of such request. Further, the Certificate Administrator shall post a “special notice” on the Certificate\nAdministrator’s Website within ten (10) days of its determination (or its receipt of notice) of the commencement or cessation\nof any Control Termination Event, Consultation Termination Event, Loan-Specific Control Termination Event, Loan-Specific Consultation\nTermination Event or Operating Advisor Consultation Trigger Event.\n\nSection 8.02                \nCertain Matters Affecting the Trustee and the Certificate Administrator.\n\n(a)               \nExcept as otherwise provided in Section 8.01 of this Agreement:\n\n(i)                   \nEach of the Trustee and the Certificate Administrator may request and/or rely upon and shall be protected in acting or refraining\nfrom acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,\nopinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and\nto have been signed or presented by the proper party or parties and neither the Trustee\n\n - 470 - \n\n \n\nnor the Certificate Administrator shall have any\nresponsibility to ascertain or confirm the genuineness of any such party or parties;\n\n(ii)                                    Each of the Trustee\nand the Certificate Administrator may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be\nfull and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and\nin accordance with such written advice of such counsel or Opinion of Counsel;\n\n(iii)                                 (A) Neither\nthe Trustee nor the Certificate Administrator shall be under any obligation to institute, conduct or defend any litigation hereunder\nor in relation hereto at the request, order or direction of any of the Trust Interest Owners, pursuant to the provisions of this Agreement,\nunless such Trust Interest Owners shall have offered to the Trustee or the Certificate Administrator, as applicable, security or indemnity\nreasonably satisfactory to the Trustee or the Certificate Administrator, as applicable, against the costs, expenses and liabilities which\nmay be incurred therein or thereby; and\n\n(B)             \nthe right of the Trustee or the Certificate Administrator, as applicable, to perform any discretionary act enumerated in this Agreement\nshall not be construed as a duty, and neither the Trustee nor the Certificate Administrator shall be answerable for other than its negligence\nor willful misconduct in the performance of any such act;\n\n*provided* that subject to the foregoing\nclause (A), nothing contained herein shall relieve the Trustee of the obligations, upon the occurrence of a Servicer Termination\nEvent (which has not been cured or waived) of which a Responsible Officer of the Trustee has actual knowledge, to exercise such of the\nrights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise, as a prudent person\nwould exercise or use under the circumstances in the conduct of such person’s own affairs;\n\n(iv)                                Neither the Trustee,\nthe Certificate Administrator nor any of their respective directors, officers, employees, Affiliates, agents or “control”\npersons within the meaning of the Act shall be personally liable for any action taken, suffered or omitted by it in good faith and reasonably\nbelieved by the Trustee or the Certificate Administrator, as applicable, to be authorized or within the discretion or rights or powers\nconferred upon it by this Agreement;\n\n(v)                                   Neither\nthe Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated in any\nresolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or\ndocument, unless requested in writing to do so by Holders of Trust Certificates entitled to at least 25% (or such other percentage\nas is specified herein) of the Percentage Interests of any affected Class; *provided*, *however*, that if the payment\nwithin a reasonable time to the Trustee or the Certificate Administrator, as applicable, of the costs, expenses or liabilities\nlikely to be incurred by it in the making of such investigation is, in the opinion of the\n\n - 471 - \n\n \n\nTrustee or the Certificate Administrator,\nas applicable, not reasonably assured to the Trustee or the Certificate Administrator, as applicable, by the security afforded to it\nby the terms of this Agreement, the Trustee or the Certificate Administrator, as applicable, may require reasonable indemnity\nagainst such expense or liability as a condition to taking any such action. The reasonable expense of every such investigation shall\nbe paid by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, if a Servicer Termination Event or\nOperating Advisor Termination Event shall have occurred and be continuing relating to the Master Servicer, the Special Servicer or\nthe Operating Advisor, respectively and if such investigation results from such Servicer Termination Event or Operating Advisor\nTermination Event, and otherwise by the Trust Certificateholders requesting the investigation;\n\n(vi)                                Each of the Trustee\nand the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or\nby or through agents or attorneys but shall not be relieved of its obligations hereunder; *provided* that no such agent or attorney\nshall be a Prohibited Party;\n\n(vii)                             Except as otherwise\nexpressly set forth in this Agreement, Citibank, N.A. acting in any particular capacity hereunder will not be deemed to be imputed with\nknowledge of (a) Citibank, N.A., acting in a capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Citibank,\nN.A., acting in any other capacity hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations\nperformed in such capacities are performed by one or more employees within the same group or division of Citibank, N.A., or where the\ngroups or divisions responsible for performing the obligations in such capacities have one or more of the same Responsible Officers;\nand\n\n(viii)                          For purposes\nof this Agreement, the Trustee or the Certificate Administrator, as applicable, shall have notice of an event only when a Responsible\nOfficer of the Trustee or the Certificate Administrator, as applicable, has received written notice or obtains actual knowledge of such\nevent.\n\n(b)               Following\nthe Startup Day, neither the Trustee nor the Certificate Administrator shall, except as expressly required by any provision of this\nAgreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator, as applicable,\nshall have received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting such\ncontribution) to the effect that the inclusion of such assets in the Trust Fund will not cause any Trust REMIC to fail to qualify as\na REMIC or cause the Grantor Trust to fail to qualify as a grantor trust, at any time that any Trust Certificates are outstanding or\nsubject a Trust REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or\nordinances.\n\n(c)               \nAll rights of action under this Agreement or under any of the Trust Certificates, enforceable by the Trustee or the Certificate\nAdministrator, as applicable, may\n\n - 472 - \n\n \n\nbe enforced by it without the possession of any of the Trust Certificates, or the production thereof\nat the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought\nin its name for the benefit of all the Holders of such Trust Certificates, subject to the provisions of this Agreement.\n\nNeither the Trustee nor the\nCertificate Administrator shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring\nthe repurchase of any Mortgage Loan by the Depositor pursuant to this Agreement or the eligibility of any Mortgage Loan for purposes of\nthis Agreement.\n\n(d)              \nNeither the Trustee nor the Certificate Administrator shall be responsible for delays or failures in performance resulting from\nacts beyond its control (such acts to include but are not limited to acts of God, strikes, lockouts, riots and acts of war).\n\n(e)               \nEach of the Custodian, the Rule 17g-5 Information Provider, Authenticating Agent, Paying Agent and Certificate Registrar\nshall be entitled to the same rights, indemnities, immunities, benefits (other than compensation), privileges and protections afforded\nto the Certificate Administrator hereunder in the same manner as if such party were the named Certificate Administrator herein mutatis\nmutandis.\n\n(f)               \nNotwithstanding anything to the contrary herein, any and all e-mail communications (both text and attachments) by or from the\nTrustee or the Certificate Administrator that the Trustee or the Certificate Administrator, as applicable, deems to contain confidential,\nproprietary, and/or sensitive information may be encrypted. The recipient (the “E-mail Recipient”) of the encrypted\ne-mail communication will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted\nmessage will be included in the first secure e-mail sent by the Trustee or the Certificate Administrator, as applicable, to the E-mail\nRecipient.\n\n(g)              \nNo provision of this Agreement or any Loan Document shall be deemed to impose any duty or obligation on the Trustee or the Certificate\nAdministrator to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties or obligations\nunder the Loan Documents, or to exercise any right or power thereunder, to the extent that taking or omitting to take such action or suffering\nsuch action to be taken or omitted would violate applicable law binding upon it (which determination may be based on Opinion of Counsel).\n\n(h)               In\norder to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking\ninstitutions, including, without limitation, those relating to the funding of terrorist activities and money laundering including\nSection 326 of the USA PATRIOT Act (for purposes of this clause (h), “Applicable Law”), each of the\nTrustee and the Certificate Administrator is required to obtain, verify, record and update certain information relating to\nindividuals and entities that maintain a business relationship with the Trustee or the Certificate Administrator, as applicable.\nAccordingly, each of the parties hereto agrees to provide to the Trustee or the Certificate Administrator, as applicable, upon its\nrequest from time to time, such identifying information and\n\n - 473 - \n\n \n\ndocumentation as may be available for such party in order to enable the\nTrustee or the Certificate Administrator, as applicable, to comply with Applicable Law.\n\nSection 8.03                \nNeither the Trustee Nor the Certificate Administrator Is Liable for Trust Certificates or Trust Loans. The recitals contained\nherein and in the Trust Certificates (other than the signature and authentication of the Certificate Administrator on the Trust Certificates)\nshall not be taken as the statements of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Asset\nRepresentations Reviewer or the Operating Advisor, and the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer,\nthe Asset Representations Reviewer and the Operating Advisor assume no responsibility for their correctness. The Trustee, the Certificate\nAdministrator, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor make no representations\nor warranties as to the validity or sufficiency of this Agreement, of the Trust Certificates or any prospectus used to offer the Trust\nCertificates for sale or the validity, enforceability or sufficiency of any Trust Loan or related document. Neither the Trustee nor the\nCertificate Administrator shall at any time have any responsibility or liability for or with respect to the legality, validity and enforceability\nof any Mortgage, any Trust Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and priority,\nor for or with respect to the sufficiency of the Trust Fund or its ability to generate the payments to be distributed to Trust Certificateholders\nunder this Agreement. Without limiting the foregoing, neither the Trustee nor the Certificate Administrator shall be liable or responsible\nfor: the existence, condition and ownership of any Mortgaged Property; the existence of any hazard or other insurance thereon (other\nthan if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of\nthis Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or the enforceability thereof; the existence\nof any Trust Loan or the contents of the related Mortgage File on any computer or other record thereof (other than if the Trustee shall\nassume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s\ncapacity as Master Servicer or Special Servicer); the validity of the assignment of any Trust Loan to the Trust Fund or of any intervening\nassignment; the completeness of any Mortgage File (except for its review thereof pursuant to Section 2.02); the performance\nor enforcement of any Trust Loan (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant\nto Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer); the compliance\nby the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor with any warranty or representation made under this\nAgreement or in any related document or the accuracy of any such warranty or representation prior to the Trustee’s receipt of notice\nor other discovery of any non-compliance therewith or any breach thereof; any investment of moneys by or at the direction of the\nMaster Servicer or any loss resulting therefrom (other than if the Trustee shall assume the duties of the Master Servicer or the Special\nServicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer),\nit being understood that the Trustee shall remain responsible for any Trust Fund property that it may hold in its individual capacity;\nthe acts or omissions of any of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor (other than if the\nTrustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement,\nin the Trustee’s capacity as Master Servicer or Special Servicer) or any Sub-Servicer or any Mortgagor; any action of\nthe Master Servicer, the Special Servicer or the Operating Advisor (other than if the Trustee shall assume the duties of the Master Servicer\nor the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer\nor Special Servicer) or any Sub-Servicer taken in the name of the Trustee except to the extent\n\n - 474 - \n\n \n\nsuch action is taken at the express written\ndirection of the Trustee; the failure of the Master Servicer or the Special Servicer or any Sub-Servicer to act or perform any duties\nrequired of it on behalf of the Trust Fund or the Trustee as applicable hereunder; or any action by or omission of the Trustee taken\nat the instruction of the Master Servicer or the Special Servicer (other than if the Trustee shall assume the duties of the Master Servicer\nor the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer\nor Special Servicer) unless the taking of such action is not permitted by the express terms of this Agreement; *provided*,\n*however*, that the foregoing shall not relieve the Trustee or the Certificate Administrator, as applicable, of its obligation to\nperform its duties as specifically set forth in this Agreement. Neither the Trustee nor the Certificate Administrator shall be accountable\nfor the use or application by the Depositor of any of the Trust Certificates or Uncertificated Interests issued to it or of the proceeds\nof the sale of such Trust Certificates or the Uncertificated Interests, or for the use or application of any funds paid to the Depositor,\nthe Master Servicer or the Special Servicer in respect of the Trust Loans or deposited in or withdrawn from the Collection Account, the\nDistribution Account, the Lock Box Account, the Escrow Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve\nAccount, the Excess Interest Distribution Account or any other account maintained by or on behalf of the Master Servicer or the Special\nServicer, other than any funds held by the Trustee or the Certificate Administrator, as applicable. Neither the Trustee nor the Certificate\nAdministrator shall have responsibility for filing any financing or continuation statement in any public office at any time or to otherwise\nperfect or maintain the perfection of any security interest or lien granted to it hereunder (unless in the case of the Trustee, the Trustee\nshall have become the successor Master Servicer) or to record this Agreement. In making any calculation hereunder which includes\nas a component thereof the payment or distribution of interest for a stated period at a stated rate “to the extent permitted by\napplicable law,” the Trustee or the Certificate Administrator, as applicable, shall assume that such payment is so permitted unless\na Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge, or receives an Opinion of\nCounsel (at the expense of the Person asserting the impermissibility) to the effect that such payment is not permitted by applicable\nlaw.\n\nSection 8.04                \nTrustee and Certificate Administrator May Own Trust Certificates. The Trustee, the Certificate Administrator and any\nagent of the Trustee or the Certificate Administrator, each, in its individual capacity or any other capacity, may become the owner or\npledgee of Trust Certificates, and may deal with the Depositor and the Master Servicer in banking transactions, with the same rights it\nwould have if it were not Trustee, the Certificate Administrator or such agent, as the case may be.\n\nSection 8.05                \nPayment of Trustee/Certificate Administrator Fees and Expenses; Indemnification.\n\n(a)               \nAs compensation for the performance of its duties hereunder, the Trustee shall be paid its portion of the Trustee/Certificate Administrator\nFee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. As compensation for the performance of\nits duties hereunder, the Certificate Administrator shall be paid its portion of the Trustee/Certificate Administrator\nFee, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate Administrator\nshall pay the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. The Trustee/Certificate Administrator\nFee shall be paid monthly on a Trust Loan-by-Trust Loan basis. The Trustee/Certificate Administrator Fee (which in each\n\n - 475 - \n\n \n\ncase shall\nnot be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee’s\nand the Certificate Administrator’s sole form of compensation for all services rendered by each of them in the execution of the\ntrusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee or the Certificate Administrator,\nas applicable, hereunder. No Trustee/Certificate Administrator Fee shall be payable with respect to any Companion Loan (other than a Trust\nSubordinate Companion Loan). Any Trustee/Certificate Administrator Fee payable with respect to the Mortgage Loans shall be payable solely\nfrom collections with respect to the Mortgage Loans, and any Trustee/Certificate Administrator Fee with respect to a Trust Subordinate\nCompanion Loan shall be payable solely from collections with respect to such Trust Subordinate Companion Loan. In the event that the Trustee\nassumes the servicing responsibilities of the Master Servicer or the Special Servicer hereunder pursuant to or otherwise arising from\nthe resignation or removal of the Master Servicer or the Special Servicer, the Trustee shall be entitled to the compensation to which\nthe Master Servicer or the Special Servicer, as the case may be, would have been entitled.\n\n(b)              \nEach of the Trustee and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for all reasonable\nexpenses, disbursements and, except for Advances otherwise reimbursable hereunder, advances incurred or made by the Trustee or the Certificate\nAdministrator, as applicable, pursuant to and in accordance with any of the provisions of this Agreement (including the reasonable compensation\nand the expenses and disbursements of its counsel and of all persons not regularly in its employ) to the extent such payments are “unanticipated\nexpenses” as described in clause (d) below, except any such expense, disbursement or advance as may arise from its negligence,\nbad faith or willful misconduct; *provided*, *however*, that, subject to Section 8.01 and Section 8.02\nof this Agreement, neither the Trustee nor the Certificate Administrator shall refuse to perform any of its duties hereunder solely as\na result of the failure to be paid the Trustee/Certificate Administrator Fee or the Trustee’s expenses or the Certificate Administrator’s\nexpenses, as applicable.\n\nThe Master Servicer and the\nSpecial Servicer covenant and agree to pay or reimburse the Trustee for the reasonable out-of-pocket expenses incurred or made\nby the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer or the Special Servicer, respectively,\nhereunder, pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the Special Servicer, in accordance\nwith any of the provisions of this Agreement (and including the reasonable fees and expenses and disbursements of its counsel and all\nother persons not regularly in its employ), except any such expenses as may arise from the negligence or bad faith of the Trustee.\n\n(c)               \nEach of the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian, the\nTrustee, the Depositor, the Master Servicer and the Special Servicer\n(each, an “Indemnifying Party”) shall indemnify the Trustee, the Paying Agent, the Authenticating Agent, the Certificate\nAdministrator, the Certificate Registrar, the Custodian and their respective\n\n - 476 - \n\n \n\nAffiliates and each of the directors,\nofficers, employees and agents of the Paying Agent, the Authenticating Agent, the Trustee, the Certificate Administrator, the Certificate\nRegistrar, the Custodian and their respective Affiliates (each, an “Indemnified Party”) for, and hold each of them\nharmless against, any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related\ncosts, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain in connection with this Agreement (including,\nwithout limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between\nthe Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) resulting\nfrom each such Indemnifying Party’s respective willful misconduct, bad faith, fraud and/or negligence in the performance of each\nof its respective obligations or duties hereunder or by reason of negligent disregard of its respective obligations and duties hereunder.\nEach of the Paying Agent, the Authenticating Agent, the Trustee, the Certificate Registrar, the Custodian and the Certificate Administrator\nshall indemnify each of the Master Servicer and the Special Servicer and its Affiliates and each of the directors, officers, employees\nand agents of each of the Master Servicer and the Special Servicer and its Affiliates (each, a “Servicer Indemnified Party”)\nfor, and hold each of them harmless against, any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary\nlegal fees and related costs, judgments, and any other costs, fees and expenses that the Servicer Indemnified Party may sustain in connection\nwith this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Servicer Indemnified\nParty in any action or proceeding between the Trustee, the Paying Agent, the Authenticating Agent, the Certificate Registrar, the Custodian\nor the Certificate Administrator, as applicable, and the Servicer Indemnified Party or between the Servicer Indemnified Party and any\nthird party or otherwise) related to the Trustee’s, the Authenticating Agent’s, the Paying Agent’s, the Certificate\nRegistrar’s, the Custodian’s or the Certificate Administrator’s respective willful misconduct, bad faith, fraud and/or\nnegligence in the performance of each of its respective duties hereunder or by reason of negligent disregard of its respective obligations\nand duties hereunder. Each of the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator\nand the Trustee shall indemnify the Depositor, each Sponsor, any employee, director or officer of the Depositor or any Sponsor, and the\nTrust Fund (each an “Other Indemnified Party”) for, and hold each of them harmless against, any loss, liability or\nreasonable expense (including, without limitation, reasonable attorneys’ fees and expenses incurred by the Other Indemnified Party\nin any action or proceeding between the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate\nAdministrator or the Trustee, as applicable, and the Other Indemnified Party or between the Other Indemnified Party and any third party\nor otherwise) incurred by such parties (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance\nof the obligations or duties of the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate\nAdministrator or the Trustee, as the case may be, or by reason of negligent disregard of the Authenticating Agent, the Paying Agent’s,\nthe Certificate Registrar’s, the Custodian’s, the Certificate Administrator’s or the Trustee’s, as the case may\nbe, obligations or duties hereunder, or (ii) as a result of the breach by\nthe Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee, as\nthe case may be, of any of its representations or warranties contained herein, or (iii) as a result of or relating to a violation of the\nExchange Act or Regulation RR if such violation, in whole or in part, results from or arises out of a breach by the Authenticating Agent,\nthe Paying Agent, the\n\n - 477 - \n\n \n\nCertificate Registrar or the Certificate Administrator, as the case may be, of any of its obligations under Section 5.02(f)\nand Section 5.03(i) of this Agreement.\n\n(d)              \nThe Trust Fund shall indemnify each Indemnified Party from, and hold it harmless against, any and all claims, losses, damages,\npenalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses\nthat the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements\nof counsel and of all persons not regularly in its employ incurred by the Indemnified Party in any action or proceeding between the Trust\nFund and the Indemnified Party or between the Indemnified Party and any third party or otherwise) arising in respect of this Agreement,\nthe Trust Certificates or the Uncertificated Interests, in each case to the extent and only to the extent, such payments are expressly\nreimbursable under this Agreement, or are unanticipated expenses (as defined below), other than (i) those resulting from the negligence,\nfraud, bad faith or willful misconduct, or negligent disregard of obligations and duties hereunder, of the Indemnified Party and (ii) except\nto the extent such amounts are not paid pursuant to this Section 8.05, those as to which such Indemnified Party is entitled\nto indemnification pursuant to Section 8.05(c). The term “unanticipated expenses” shall include any fees, expenses\nand disbursements of the Trustee or the Certificate Administrator or any separate trustee or co-trustee or certificate administrator\nappointed hereunder, only to the extent such fees, expenses and disbursements were not reasonably anticipated as of the Closing Date,\nand the losses, liabilities, damages, claims or incremental expenses (including reasonable attorneys’ fees) incurred or, except\nin the case of an Advance otherwise reimbursable hereunder, advanced by an Indemnified Party in connection with (i) a default under\nany Trust Loan and (ii) any litigation arising out of this Agreement, including, without limitation, under Section 2.03,\nSection 3.10, the third paragraph of Section 3.11, Section 4.05 and Section 7.01 of this Agreement.\nThe right of reimbursement of the Indemnified Parties under this Section 8.05(d) shall be senior to the rights of all\nTrust Certificateholders and Uncertificated Interest Owners.\n\n(e)               \nNotwithstanding anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this\nAgreement or the resignation or removal of the Trustee or the Certificate Administrator, as applicable, as regards rights accrued prior\nto such resignation or removal and (with respect to any acts or omissions during their respective tenures) the resignation, removal\nor termination of the Master Servicer, the Special Servicer, the Paying Agent, the Authenticating Agent, the Certificate Registrar or\nthe Custodian.\n\n(f)               \nThis Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation,\nexpenses, disbursements, advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law or environmental\nmatter.\n\nSection 8.06                \nEligibility Requirements for the Trustee, the Certificate Administrator and the Back-Up Advancing Agent. Each of the Trustee\nand the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the\nlaws of any state or the United States of America, authorized under such laws to\n\n - 478 - \n\n \n\nexercise corporate trust\npowers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000, and subject\nto supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted\nGroup (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02,\nthe Master Servicer). Neither the Trustee nor the Certificate Administrator shall be the Third Party Purchaser, the Loan-Specific Third\nParty Purchaser, or a Risk Retention Affiliate of such entity. The Trustee shall maintain (A) a rating on its long-term senior\nunsecured debt or an issuer credit rating of at least “A” by Fitch or a rating on its short-term debt of at least “F1”\nby Fitch (*provided*, *however*, that the Trustee shall be deemed to have met the eligibility requirements in this clause (A)\nfor so long as either (1) the Master Servicer has a rating on its long-term senior unsecured debt or an issuer credit rating of at least\n“A” by Fitch or a short-term debt rating of at least “F1” by Fitch or (2) the Back-Up Advancing Agent has the\nApplicable Back-Up Advancing Agent Ratings), (B) a rating on its long-term senior unsecured debt or a long-term issuer rating of at least\n“A2” by Moody’s or a long-term counterparty risk assessment of at least “A2(cr)” by Moody’s (*provided,\nhowever*, that the Trustee will be deemed to have met the eligibility requirements in this clause (B) for so long as it maintains\na long-term senior unsecured debt rating or a long-term issuer rating of at least “Baa3” by Moody’s or a long-term\nissuer rating of at least “Baa3” by Moody’s or a long-term counterparty risk assessment of at least “Baa3(cr)”\nby Moody’s and either (1) the Master Servicer maintains a long-term senior unsecured debt rating or a long-term issuer rating of\nat least “A2” by Moody’s or a long-term counterparty risk assessment of at least “A2(cr)” by Moody’s\nor (2) the Back-Up Advancing Agent has the Applicable Back-Up Advancing Agent Ratings), and (C) a rating on its long-term senior unsecured\ndebt or an issuer credit rating of at least “BBB-” by KBRA (or, if not rated by KBRA, then at least an equivalent rating\nby two other NRSROs which may include Fitch and Moody’s) (or, in the case of any Rating Agency’s rating requirement set forth\nabove in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation).\nIn addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment\nCompany Act. The Certificate Administrator shall maintain (A) a rating on its long-term senior unsecured debt of at least “Baa3”\nby Moody’s or a long-term issuer rating of at least “Baa3” by Moody’s (or such other rating with respect to which\nMoody’s has provided a Rating Agency Confirmation) and (B) a rating on its long-term senior unsecured debt or an issuer credit\nrating of at least “BBB-” by KBRA (or an investment grade rating by any other NRSRO, which may include Fitch or Moody’s).\nIf a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid\nsupervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall\nbe deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that\nthe place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or\nlocal jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed\nunder the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign\nimmediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue\nas Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a\nstate and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator shall cease\nto be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign\nimmediately in the manner and with the effect specified in Section 8.07. In addition, the Back-\n\n - 479 - \n\n \n\nUp Advancing Agent shall at all times be an\ninstitution that (i) has the Applicable Back-Up Advancing Agent Ratings or (ii) is otherwise acceptable to the Rating Agencies as confirmed\nby receipt of a Rating Agency Confirmation from each Rating Agency. If the Back-Up Advancing Agent shall cease to have the Applicable\nBack-Up Advancing Agent Ratings, then the Back-Up Advancing Agent shall, within 30 days after it ceases to have the Applicable Back-Up\nAdvancing Agent Ratings, either (1) obtain a Rating Agency Confirmation from each of the Rating Agencies to allow the Back-Up Advancing\nAgent to remain in such capacity on this transaction or (2) appoint another Back-Up Advancing Agent pursuant to Section 8.12 to\nperform the Back-Up Advancing Agent’s obligations under this Agreement.\n\nSection 8.07                \nResignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator\nmay at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the other such party, the\nDepositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trust Certificateholders,\nthe Uncertificated Interest Owners, the Serviced Companion Loan Holders and, for posting to the Rule 17g-5 Information Provider’s\nWebsite pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider. In the event of a resignation\nof the Trustee or the Certificate Administrator, in any of their respective capacities, such resignation shall be effective only as to\nsuch capacity as designated on the notice of resignation required under this Section 8.07. Upon such notice of resignation, the\nDepositor shall use reasonable efforts to appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to\nwhich the Rating Agencies have provided a Rating Agency Confirmation to the resigning Trustee or Certificate Administrator, as applicable,\nand the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator, as applicable,\nshall have been so appointed and have accepted appointment within 90 days after the giving of such notice of resignation, the resigning\nTrustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor\nTrustee or Certificate Administrator, as applicable, and such petition will be an expense of the Trust Fund. Except as set forth in the\nimmediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket\ncosts and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to,\nthe costs of assigning Trust Loans by reason of change in Trustee).\n\nIf at any time either the\nTrustee or the Certificate Administrator is required to resign in accordance with the provisions of Section 3.34 and shall fail\nto resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible in accordance with the provisions\nof Section 8.06 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or if at any\ntime either the Trustee or the Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent,\nor a receiver of the Trustee or the Certificate Administrator, as applicable, or of its property shall be appointed, or any public officer\nshall take charge or control of the Trustee or the Certificate Administrator, as applicable, or of its property or affairs for the purpose\nof rehabilitation, conservation or liquidation, then the Depositor may remove the Trustee or the Certificate Administrator, as applicable,\nand promptly appoint a successor Trustee or the Certificate Administrator,\nas applicable, by written instrument, which shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed\nand to the successor Trustee or Certificate Administrator, as applicable. The Holders of Trust Certificates entitled to more than 50%\nof the Voting Rights allocated to all of the Trust Certificates may at any\n\n - 480 - \n\n \n\ntime, with prior written notice, remove the Trustee or the\nCertificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments,\nin five originals, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall\nbe delivered to the Depositor, one complete set to the Master Servicer, one complete set to the Trustee (in connection with the removal\nof the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee),\none complete set to the Trustee or Certificate Administrator, as applicable, so removed and one complete set to the successor Trustee\nor Certificate Administrator, as applicable, so appointed, and a copy thereof shall be delivered to the Serviced Companion Loan Holders.\n\nIn the event that the Trustee\nor the Certificate Administrator is terminated or removed pursuant to this Section 8.07, (i) all of its rights and obligations\nunder this Agreement and in and to the Mortgage Loans or Serviced Whole Loans shall be terminated, other than any rights or obligations\nthat accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including\nAdvances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such\ntermination or removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate\nAdministrator, as applicable) and (ii) such termination or removal of the Certificate Administrator shall be effective with respect\nto each of its other capacities hereunder except its capacity as Custodian (but including, without limitation, its capacities as Certificate\nRegistrar, Rule 17g-5 Information Provider, Paying Agent and Authenticating Agent). The Trustee or the Certificate Administrator, as applicable,\nwill bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with\nits termination or removal; *provided* that if the Trustee or the Certificate Administrator, as applicable, is terminated without\ncause by the Holders of Trust Certificates evidencing more than 50% of the Voting Rights allocated to all of the Trust Certificates as\nprovided in the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the\nTrustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if\napplicable, custody of any Mortgage Files in its possession) of the Trustee or Certificate Administrator, as applicable, to a successor\ntrustee or certificate administrator.\n\nAny resignation or removal\nof the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant\nto any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor\nTrustee or successor Certificate Administrator, as applicable, as provided in Section 8.08 and (ii) the filing by or on behalf\nof the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of\nSection 10.07.\n\nUpon the resignation or upon\nthe termination of the Trustee, (i) the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07),\nat its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed\nto the Trustee), (A) the original executed Note for each Trust Loan, is endorsed (without recourse, representation\nor warranty, express or implied) to the order of the successor, as trustee for the registered Holders of Benchmark 2026-V22 Mortgage Trust,\nCommercial Mortgage Pass-Through Certificates, Series 2026-V22, and the Uncertificated Interest Owners or in blank, and (B) in\nthe case of the other Loan Documents, are assigned (and,\n\n - 481 - \n\n \n\nother than in connection with the removal of the Trustee without cause, recorded\nas appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each\nTrust Loan, and certify in writing that, as to each Trust Loan then subject to this Agreement, such endorsement and assignment has been\nmade; and (ii) if any original executed Note for a Trust Loan was not endorsed to the outgoing Trustee, the Custodian shall deliver such\nNote to the successor trustee and the Custodian shall cooperate with any successor trustee to ensure that such Note is endorsed (without\nrecourse, representation or warranty, express or implied) to the order of the successor trustee, as trustee for the registered Holders\nof Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, and the Uncertificated Interest\nOwners, or in blank. The outgoing Trustee shall provide copies of the documentation provided for in items (i)(A) and (B) above to the\nMaster Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If any assignable Loan\nDocument (other than the Note) was not assigned to the outgoing Trustee or if the Trustee is removed without cause, with respect to the\nLoan Documents identified in clause (i)(B) of the preceding sentence the Custodian shall deliver such Loan Document to the successor\ntrustee and, if appropriate, such Loan Document shall be recorded by the successor trustee if so required by the Master Servicer or the\nSpecial Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling\nClass Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation\nTermination Event, after consultation with the Controlling Class Representative).\n\nSection 8.08                \nSuccessor Trustee or Successor Certificate Administrator.\n\n(a)               \nAny successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute,\nacknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator,\nas applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the\npredecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate Administrator,\nas applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations\nof its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein,\n*provided* that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor\nTrustee or Certificate Administrator. In connection with the appointment of a successor Certificate Administrator, the predecessor Certificate\nAdministrator (or a Custodian appointed by it) shall deliver to the successor Certificate Administrator all Mortgage Files and related\ndocuments and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the\npredecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as\nmay reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator,\nas applicable, all such rights, powers, duties and obligations.\nNo successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the\ntime of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of\nSection 8.06. In no event may the Operating Advisor, the\n\n - 482 - \n\n \n\nAsset Representations Reviewer or any\nof their Affiliates be appointed as successor Trustee or successor Certificate Administrator.\n\nUpon acceptance of appointment\nby a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall\nmail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Trust Certificates\nat their addresses as shown in the Certificate Register, to the Uncertificated Interest Owners and to the Companion Loan Holders. If the\nDepositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator,\nthe successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.\n\n(b)              \nAny successor Trustee or Certificate Administrator appointed pursuant to this Agreement shall satisfy the eligibility requirements\nset forth in Section 8.06 hereof.\n\nSection 8.09                \nMerger or Consolidation of the Trustee or the Certificate Administrator. Any entity into which the Trustee or the Certificate\nAdministrator may be merged or converted, or with which the Trustee or the Certificate Administrator, as applicable, may be consolidated,\nor any entity resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator, as applicable,\nshall be a party, or any entity succeeding to the corporate trust business of the Trustee or the Certificate Administrator, as applicable,\nshall be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder, *provided* such entity shall be\neligible under the provisions of Section 8.06 without the execution or filing of any paper or any further act on the part\nof any of the parties hereto, anything herein to the contrary notwithstanding.\n\nSection 8.10                \nAppointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions hereof, at any time, for the purpose\nof meeting any legal requirements of any jurisdiction in which any part of the Trust Fund, the assets thereof or any property securing\nthe same may at the time be located, the Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all\ninstruments to appoint one or more Persons to act (at the expense of (i) the Trustee, if the need to appoint such co-trustee(s)\narises from any change in or matter relating to the identity, organization, status, power, conflicts, internal policy or other development\nor matter with respect to the Trustee, and/or (ii) the Trust Fund, if the need to appoint such co-trustee(s) arises from a change\nin applicable law or the identity, status or power of the Trust Fund; *provided*, *however*, that in the event the need to appoint\nsuch co-trustee(s) arises from a combination of the events described in clause (i) and clause (ii), the expense shall be\nsplit evenly between the Trustee and the Trust Fund; and *provided*, *further*, that in the event the need to appoint such co-trustee(s)\narises from none of the events described in clause (i) and clause (ii), such appointment shall be at the expense of the Trust\nFund) as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part\nof the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof, and, subject\nto the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Depositor and the\nTrustee may consider necessary or desirable. If the Depositor shall not be\nin existence or shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case\na Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. Except\nas required by applicable law, the appointment of a co-trustee or separate trustee\n\n - 483 - \n\n \n\nshall not relieve the Trustee of its responsibilities,\nobligations and liabilities hereunder. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility\nas a successor Trustee under Section 8.06 hereunder and no notice to the Trust Certificateholders or the Uncertificated Interest\nOwners of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof.\n\nIn the case of any appointment\nof a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations conferred\nor imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or\nco-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the\nTrustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be\nperformed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or unqualified\nto perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Fund\nor any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee solely\nat the direction of the Trustee.\n\nThe Depositor and the Trustee\nacting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee, or if the separate trustee\nor co-trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of or remove any separate trustee\nor co-trustee.\n\nAny notice, request or other\nwriting given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively\nas if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the\nconditions of this Article VIII. Every such instrument shall be filed with the Trustee. Each separate trustee and co-trustee,\nupon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment,\neither jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically\nincluding every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.\nIn no event shall any such separate trustee or co-trustee be entitled to any provision relating to the conduct of, affecting the liability\nof, or affording protection to, such separate trustee or co-trustee that imposes a standard of conduct less stringent than that imposed\non the Trustee hereunder, affording greater protection than that afforded to the Trustee hereunder or providing a greater limit on liability\nthan that provided to the Trustee hereunder.\n\nAny separate trustee or\nco-trustee may, at any time, constitute the Trustee its agent or attorney-in-fact, with full power and authority, to the\nextent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any\nseparate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,\nrights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment\nof a new or successor trustee.\n\n - 484 - \n\n \n\nSection 8.11                \nAccess to Certain Information.\n\n(a)               \nThe Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor\nand the related Directing Holder) access to any documentation (other than any Privileged Information) regarding the Trust Loans or the\nother assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only\nupon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate Administrator or\nthe Custodian, as applicable.\n\n(b)              \nThe Certificate Administrator shall maintain at its offices (or, in the case of the Mortgage Files, the Certificate Administrator\nshall maintain or cause to be maintained at its offices or the offices of a Custodian appointed by it) (and, upon reasonable prior written\nrequest and during normal business hours, shall make available or cause to be made available) for review by any Privileged Person originals\nand/or copies of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator (or a Custodian\nappointed by it)):\n\n(i)                                       the Prospectus;\n\n(ii)                                    this Agreement,\neach Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase\nAgreements and any amendments and exhibits hereto or thereto;\n\n(iii)                                 all Certificate\nAdministrator reports made available to holders of each relevant Class of Trust Certificates since the Closing Date;\n\n(iv)                                all Distribution\nDate Statements and all CREFC® reports actually delivered or otherwise made available to Trust Certificateholders pursuant\nto Section 4.02 of this Agreement since the Closing Date;\n\n(v)                                   the annual assessments\nas to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered by the\nMaster Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10\nof this Agreement;\n\n(vi)                                the annual independent\npublic accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate\nAdministrator since the Closing Date pursuant to Section 10.10 of this Agreement;\n\n(vii)                             the most recent\ninspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate\nAdministrator in respect of each Mortgaged Property pursuant to Section 3.18 of this Agreement;\n\n(viii)                          any\nand all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the\n\n - 485 - \n\n \n\nenvironmental testing\ncontemplated by Section 3.10(e) of this Agreement revealed that neither of the conditions set forth in clauses (i)\nand (ii) thereof was satisfied;\n\n(ix)                                  the Mortgage\nFiles, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the Serviced Whole Loans) entered\ninto or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside Special Servicer and delivered\nto the Certificate Administrator (or a Custodian appointed by it) pursuant to Section 3.24 of this Agreement;\n\n(x)                                     the summary of\neach Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement\nand the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer,\nas applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified\nin Section 4.02(b) of this Agreement;\n\n(xi)                                  any and all Officer’s\nCertificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, as the\ncase may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;\n\n(xii)                               notice of termination\nor resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate\nAdministrator, the Trustee, any Outside Servicer, any Outside Special Servicer or any Outside Trustee (and appointments of successors\nthereto);\n\n(xiii)                            all Special\nNotices;\n\n(xiv)                           any Third Party\nReports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format; and\n\n(xv)                              any other information\nthat may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A;\n\n*provided* that any such Privileged Person\nthat is a Trust Certificateholder or Beneficial Owner shall have delivered to the Certificate Administrator an appropriate Investor Certification;\nand *provided*, *further*, that in no event shall an Excluded Controlling Class Holder be entitled to Excluded Information with\nrespect to an Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower Party.\n\nSubject to the two (2) provisos\nto the previous sentence, the Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing\nitems upon reasonable written request of any of the parties set forth in the previous sentence.\n\nThe Certificate Administrator\nshall not be liable for providing or disseminating information in accordance with the terms of this Agreement.\n\n - 486 - \n\n \n\nSection 8.12          \nAppointment of Back-Up Advancing Agent. The Certificate Administrator shall serve as the initial Back-Up Advancing Agent\nand shall be deemed appointed as Back-Up Advancing Agent at all times that no other party is so appointed in accordance with this Section\n8.12.  The Back-Up Advancing Agent shall at all times be an institution that (i) has the Applicable Back-Up Advancing Agent Ratings,\nor (ii) is otherwise acceptable to the Rating Agencies as confirmed by receipt of a Rating Agency Confirmation from each Rating Agency. \nThe Back-Up Advancing Agent may, at its own expense, appoint a successor Back-Up Advancing Agent to perform its obligations under this\nAgreement. The existing Back-Up Advancing Agent shall provide prompt written notice of the appointment of any successor Back-Up Advancing\nAgent to the Depositor, the Trustee, the Certificate Administrator (if it is not making such appointment), the Underwriters, the Initial\nPurchasers, the Master Servicer, the Special Servicer, the Operating Advisor and the Rule 17g-5 Information Provider, who shall post such\nnotice on the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement. No appointment of a\nBack-Up Advancing Agent (other than the Certificate Administrator acting as the initial Back-Up Advancing Agent) shall be effective until\nthe successor Back-Up Advancing Agent shall have executed and delivered to the Trustee for the benefit of the Trust, the Certificate Administrator,\nthe Trust Certificateholders, the Certificate Owners, the Loan-Specific Certificate Owners and the Uncertificated Interest Owners a written\nassumption of all obligations of the Back-Up Advancing Agent under this Agreement (including, without limitation, the obligation to make\nAdvances as and when required of the Back-Up Advancing Agent under Section 3.20 and Section 4.06 of this Agreement), with\na copy of such written assumption delivered to the Rule 17g-5 Information Provider, who shall post such written assumption on the Rule\n17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement. The appointment of a successor Back-Up\nAdvancing Agent shall not relieve the Back-Up Advancing Agent appointing such successor from any of its obligations hereunder (including,\nwithout limitation, its obligations under Section 3.20 and Section 4.06 of this Agreement), and the Back-Up Advancing Agent\nappointing such successor shall remain responsible for all acts and omissions of the successor Back-Up Advancing Agent. Insofar as it\nrelates to the making, or reimbursement (with interest), of Advances, any Back-Up Advancing Agent that is not the Certificate Administrator\nshall have the same rights and obligations as the Certificate Administrator acting as Back-Up Advancing Agent.\n\nArticle\nIX\n\nTERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE\n\nSection 9.01                \nTermination; Optional Trust Loan Purchase.\n\n(a)               \nThe respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,\nthe Asset Representations Reviewer, the Certificate Administrator and the Trustee created hereby with respect to the Trust Certificates,\nthe Uncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments\nand to send certain notices to Trust Certificateholders and the Uncertificated Interest Owners as hereinafter set forth and to make any\nrequired remittances to the Serviced Companion Loan Holders in the month in which the final Distribution\nDate occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase\nby Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R\n\n - 487 - \n\n \n\nCertificates of all the\nTrust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to subsection (c), (ii) the\nexchange by the Remaining Certificateholder of its Trust Certificates and the Uncertificated Interests for all the Trust Loans and REO\nProperties (or interests therein) then included in the Trust Fund pursuant to subsection (h) and (iii) the final payment\nor other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the\nTrust Fund; *provided*, *however*, that in no event shall the trust created hereby continue beyond the expiration of twenty-one\nyears from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United\nKingdom, living on the date hereof. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection\nAccount by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.\n\n(b)              \nIn connection with a termination contemplated by Section 9.01(a) of this Agreement, the Trust REMICs outstanding shall\nbe terminated and the assets of the Lower-Tier REMIC, each Mortgage Loan REMIC and each Trust Subordinate Companion Loan REMIC shall\nbe sold or otherwise disposed of in connection therewith, pursuant to a “plan of complete liquidation” within the meaning\nof Code Section 860F(a)(4)(A) providing for the actions contemplated by the provisions hereof pursuant to which the applicable\nNotice of Termination is given and requiring that the assets of the Lower-Tier REMIC, each Mortgage Loan REMIC and each Trust Subordinate\nCompanion Loan REMIC shall be sold for cash and that each such Trust REMIC shall terminate on a Distribution Date occurring not more than\n90 days following the date of adoption of the plan of complete liquidation. For purposes of this Section 9.01(b), the\nNotice of Termination given pursuant to Section 9.01(c) shall constitute the adoption of the plan of complete liquidation\nas of the date such notice is given, which date shall be specified by the Certificate Administrator in the final federal income tax returns\nof each Trust REMIC. Notwithstanding the termination of the Trust REMICs, or the Trust Fund, the Certificate Administrator shall be responsible\nfor filing the final Tax Returns for the Trust REMICs and for the Grantor Trust for the period ending with such termination, and shall\nmaintain books and records with respect to the Trust REMICs and the Grantor Trust for the period for which it maintains its own tax returns\nor other reasonable period.\n\n(c)               \nThe Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may\n(or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if\nnone of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater\nthan a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’\nprior notice given to the parties (or, if applicable, the other parties) to this Agreement (whereupon the Master Servicer shall notify\nthe Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date,\nby purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any such Trust Loan that is part of a Serviced\nWhole Loan, subject to certain rights of the related Serviced Companion Loan Holder(s)\nprovided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the\nTrust Fund (including the Trust Fund’s interest in any REO Property acquired with\n\n - 488 - \n\n \n\nrespect to any Outside Serviced Mortgage Loan)\nin respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the\nTermination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer\nis the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans), the Trustee\nand the Certificate Administrator, as applicable, with respect to such termination, *minus* (ii) solely in the case where the\nMaster Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the\nMaster Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special\nServicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining\noutstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,\nin connection with such purchase).\n\nAny Person(s) effecting an\nearly termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative, each Loan-Specific\nControlling Class Representative and each Certifying Certificateholder and Uncertificated Interest Owner, or, in the case of a termination\nby the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative,\neach Loan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest Owner) of its intention\nto do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties\nto this Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets of the Trust Fund pursuant\nto this Section 9.01(c) shall be borne by the party exercising its purchase rights hereunder. The Certificate Administrator\nshall be entitled to rely conclusively on any determination made by an Appraiser pursuant to this subsection (c).\n\n(d)               If\nthe Trust Fund has not been previously terminated pursuant to subsection (c) or subsection (h)(i) of this Section 9.01,\nthe Certificate Administrator shall determine as soon as practicable the Distribution Date on which the Certificate Administrator\nreasonably anticipates, based on information with respect to the Trust Loans previously provided to it, that the final distribution\nwill be made (i) to the Holders of outstanding Regular Certificates (exclusive of the Class VRR Certificates), Combined VRR\nInterest, Loan-Specific Certificates and Loan Specific Uncertificated Interests, and to the Certificate Administrator in respect of\nthe Lower-Tier Regular Interests, the Mortgage Loan REMIC Regular Interests and the Trust Subordinate Companion Loan REMIC\nRegular Interests, notwithstanding that such distribution may be insufficient to distribute in full an amount equal to the remaining\nCertificate Balance, Uncertificated Interest Balance, Lower-Tier Principal Balance, principal balance or Trust Subordinate\nCompanion Loan Principal Balance, as applicable, of each such Class of Trust Certificates, each such Uncertificated Interest,\nand each of such Lower-Tier Regular Interests, Mortgage Loan REMIC Regular Interests and Trust Subordinate Companion Loan REMIC\nRegular Interests, together with amounts required to be distributed on such Distribution Date pursuant to Section 4.01\nof this Agreement (or, if such Trust Certificates and Uncertificated Interests are no longer outstanding,\nto the Holders of the Class R Certificates) and (ii) to the Holders of the Grantor Trust Certificates and the Grantor Trust Uncertificated\nInterests, of any amount remaining in the Collection Account, the Lower-Tier REMIC Distribution\n\n - 489 - \n\n \n\nAccount, the Upper-Tier REMIC\nDistribution Account, the Excess Interest Distribution Account and/or the Excess Liquidation Proceeds Reserve Account, as applicable,\nin any case, following the later to occur of (a) the receipt or collection of the last payment due on any Trust Loan included in\nthe Trust Fund or (b) the liquidation or disposition pursuant to Section 3.17 of this Agreement of the last asset held\nby the Trust Fund.\n\n(e)               \nNotice of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate Administrator to affected\nTrust Certificateholders and affected Uncertificated Interest Owners at their addresses shown in the Certificate Register (with a copy\nto the Master Servicer, the Special Servicer and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section\n12.13 of this Agreement, the Rule 17g-5 Information Provider) as soon as practicable after the Certificate Administrator shall have\nreceived, given or been deemed to have received a Notice of Termination but in any event not more than thirty days, and not less than\nten days, prior to the Anticipated Termination Date. The notice mailed by the Certificate Administrator to affected Trust Certificateholders\nand affected Uncertificated Interest Owners shall:\n\n(i)                                       specify the Anticipated\nTermination Date on which the final distribution is anticipated to be made to Holders of Trust Certificates of the Classes specified\ntherein    and the Uncertificated Interest Owners identified therein;\n\n(ii)                                    specify the amount\nof any such final distribution, if known; and\n\n(iii)                                 state that the\nfinal distribution to Trust Certificateholders will be made only upon presentation and surrender of Certificates at the office of the\nPaying Agent therein specified and to any Uncertificated Interest Owner only upon delivery of a written instrument surrendering the related\nUncertificated Interest and acknowledging that such distribution is the final distribution.\n\nIf the Trust Fund is not\nterminated on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly mail notice thereof to each\naffected Trust Certificateholder and each affected Uncertificated Interest Owner.\n\n(f)                Any\nfunds not distributed on the Termination Date because of the failure of any Trust Certificateholders to tender their Trust\nCertificates or the failure of any Uncertificated Interest Owners to surrender their Uncertificated Interests shall be set aside and\nheld in trust for the account of the appropriate non tendering Trust Certificateholders or the non-surrendering Uncertificated\nInterest Owners, whereupon the Trust Fund shall terminate. If any Trust Certificates or Uncertificated Interests as to which notice\nof the Termination Date has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six\nmonths after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Trust\nCertificateholders or Uncertificated Interest Owners, as applicable, at their last addresses shown in the Certificate Register, to\nsurrender their Trust Certificates or Uncertificated Interests, as applicable, for cancellation\nin order to receive, from such funds held, the final distribution with respect thereto. If within one year after the second notice any\nTrust Certificate or Uncertificated Interest shall not have been surrendered for cancellation, the\n\n - 490 - \n\n \n\nCertificate Administrator may, directly\nor through an agent, take appropriate steps to contact the remaining Trust Certificateholders or Uncertificated Interest Owners, as applicable,\nconcerning surrender of their Trust Certificates or Uncertificated Interests, as applicable. The costs and expenses of maintaining such\nfunds and of contacting Trust Certificateholders or Uncertificated Interest Owners shall be paid out of the assets which remain held.\nSubject to applicable state law with respect to escheatment of funds, if within two years after the second notice any Trust Certificates\nor Uncertificated Interest shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders\nall amounts distributable to the Holders thereof or the Uncertificated Interest Owners, as applicable. No interest shall accrue or be\npayable to any Trust Certificateholder or Uncertificated Interest Owner on any amount held as a result of such Trust Certificateholder’s\nfailure to surrender its Trust Certificate(s) or such Uncertificated Interest Owner’s failure to surrender its Uncertificated Interest,\nas applicable, for final payment thereof in accordance with this Section 9.01.\n\n(g)              \nFor purposes of this Section 9.01, the Remaining Certificateholder shall have the first option to terminate the Trust\nFund pursuant to subsection (h), and then the Holders of the Controlling Class representing more than 50% of the Certificate\nBalance of the Controlling Class, and then the Special Servicer, and then the Master Servicer, and then the Holders of Class R Certificates\nrepresenting more than 50% of the Percentage Interests in such Class, in each of the last four cases, pursuant to subsection (c).\n\n(h)              \n(i)                      Following the date on which the Class X-A Notional Amount, Class X-B Notional Amount and Class X-D Notional Amount\nand the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C\nand Class D Certificates are reduced to zero, the Remaining Certificateholder shall have the right to exchange all of its Certificates\n(but excluding the Class S and Class R Certificates) and the Uncertificated Interests for all of the Trust Loans and each REO\nProperty (and including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Mortgage Loans\nand/or the Serviced Whole Loans) remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) by\ngiving written notice to all the parties hereto no later than 60 days prior to the anticipated date of exchange; *provided*\nthat such Remaining Certificateholder shall pay the Master Servicer an amount equal to (i) the sum of the products of, in the case\nof each such Trust Loan, (A) the purchase price paid by the Master Servicer for the right to service such Trust Loan and (B) in the\ncase of each such Trust Loan, a fraction, the numerator of which is the number of calendar months from the Termination Date to the related\nMaturity Date, and the denominator of which is the number of calendar months from the Closing Date to the related Maturity Date. In the\nevent that the Remaining Certificateholder elects to exchange all of the remaining Trust Certificates (other than the Class S and\nClass R Certificates) and Uncertificated Interests for all of the Trust Loans and each REO Property (and including the Trust Fund’s\ninterest in any REO Property acquired with respect to the Outside Serviced Mortgage Loans and/or the Serviced Whole Loans) remaining in\nthe Trust Fund in accordance with the preceding sentence, such Remaining Certificateholder, not later than the Termination Date, shall\ndeposit in the Collection Account an amount in immediately\navailable funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,\nthe Asset Representations Reviewer, the Certificate Administrator and the Trustee\n\n - 491 - \n\n \n\nhereunder through the date of the liquidation of the\nTrust Fund that may be withdrawn from the Collection Account or a Distribution Account, but only to the extent that such amounts are not\nalready on deposit in the Collection Account. Upon confirmation that such final deposits have been made and following the surrender of\nall remaining Trust Certificates (other than the Class S and Class R Certificates) and Uncertificated Interests by the Remaining\nCertificateholder on the Termination Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release\nor cause to be released to the Remaining Certificateholder or any designee thereof, the Mortgage Files for the remaining Trust Loans and\nshall execute all assignments, endorsements and other instruments furnished to it by the Remaining Certificateholder as shall be necessary\nto effectuate transfer of the Trust Loans and REO Properties (and including the Trust Fund’s interest in any REO Property acquired\nwith respect to the Outside Serviced Mortgage Loans and/or the Serviced Whole Loans) remaining in the Trust Fund, and the Trust Fund shall\nbe liquidated in accordance with this Section 9.01. Thereafter, the Trust Fund and the respective obligations and responsibilities\nunder this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Administrator and the Trustee (other than the making of certain payments to Trust Certificateholders, Uncertificated Interest\nOwners and Serviced Companion Loan Holders, sending of certain notices, the maintenance of books and records and the preparation and filing\nof final tax returns), shall terminate. Such transfers shall be subject to any rights of any Sub-Servicers to service (or to perform\nselect servicing functions with respect to) the Trust Loans. For federal income tax purposes, the Remaining Certificateholder shall\nbe deemed to have purchased the assets of the Lower-Tier REMIC, each Mortgage Loan REMIC and each Trust Subordinate Companion Loan\nREMIC for an amount equal to the remaining Certificate Balance of the remaining Trust Certificates (other than the Class S and Class R\nCertificates) and the aggregate remaining Uncertificated Interest Balance of the remaining Uncertificated Interests, *plus* accrued\nand unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts distributed in respect\nof the Lower-Tier Regular Interests, the Mortgage Loan REMIC Regular Interests, the Trust Subordinate Companion Loan REMIC Regular\nInterests and such Trust Certificates and Uncertificated Interests. The remaining Trust Loans and REO Properties (or the Trust’s\ninterests therein) are deemed distributed to the Remaining Certificateholder in liquidation of the Trust Fund pursuant to this Section 9.01.\n\n(ii)                                    [EXCHANGE OF\nRELATED LOAN-SPECIFIC CERTIFICATES FOR A TRUST SUBORDINATE COMPANION LOAN RESERVED]\n\n(iii)                                 (A) With respect\nto a Trust Subordinate Companion Loan, a Holder of the related Loan-Specific Certificates owning a majority of the Percentage Interests\nof the related then-outstanding Loan-Specific Controlling Class may (or, if such Holder does not, the Special Servicer, or if\nneither such Holder nor the Special Servicer do, the Master Servicer, may also) effect an early termination of the related Trust Subordinate\nCompanion Loan REMIC, upon not less than 30 days’ prior notice given\nto the parties (or, if applicable, the other parties) to this Agreement any time on or after any Distribution Date on which the aggregate\nStated Principal Balance of such Trust Subordinate Companion Loan is less than 1% of\n\n - 492 - \n\n \n\nthe Stated Principal Balance of such Trust Subordinate\nCompanion Loan as of the Cut-off Date, by purchasing on the designated date such Trust Subordinate Companion Loan and the other assets\nof the related Trust Subordinate Companion Loan REMIC at a purchase price, payable in cash, equal to (i) the sum of (1) the applicable\nPurchase Price and (2) the reasonable out of pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such\nTrust Subordinate Companion Loan), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Subordinate Companion\nLoan), the Trustee and the Certificate Administrator, as applicable, with respect to such purchase, *minus* (ii) solely in the case\nwhere the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed related Advances, if\nany, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer\nor the Special Servicer, as applicable, in respect of such Advances and any unpaid related Servicing Fees or Special Servicing Fees, as\napplicable, remaining outstanding with respect to such Trust Subordinate Companion Loan (which items will be deemed to have been paid\nor reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).\n\n(B)             \nIn connection with a termination contemplated by Section 9.01(h)(iii)(A) of this Agreement, the related Trust Subordinate\nCompanion Loan REMIC shall be terminated and the assets of the related Trust Subordinate Companion Loan REMIC shall be sold or otherwise\ndisposed of in connection therewith pursuant to a “plan of complete liquidation” within the meaning of Code Section 860F(a)(4)(A)\nproviding for the actions contemplated by the provisions hereof pursuant to which the applicable notice of termination is given and requiring\nthat the assets of the related Trust Subordinate Companion Loan REMIC shall be sold for cash and that the related Trust Subordinate Companion\nLoan REMIC shall terminate on a Distribution Date occurring not more than 90 days following the date of adoption of the plan of complete\nliquidation. For purposes of this Section 9.01(h)(iii)(B), the notice given pursuant to Section 9.01(h)(iii)(A) shall constitute\nthe adoption of the plan of complete liquidation as of the date such notice is given, which date shall be specified by the Certificate\nAdministrator in the final federal income tax return of the related Trust Subordinate Companion Loan REMIC. Notwithstanding the termination\nof the related Trust Subordinate Companion Loan REMIC, the Certificate Administrator shall be responsible for filing the final Tax Returns\nfor such Trust Subordinate Companion Loan REMIC for the period ending with such termination, and shall maintain books and records with\nrespect to such Trust Subordinate Companion Loan REMIC for the period for which it maintains its own tax returns or other reasonable period.\n\n(i)                \nAny Person(s) effecting an early termination of the Trust Fund or a Trust Subordinate Companion Loan REMIC as provided in the\nprior paragraphs shall first notify the Controlling Class Representative, the affected Loan-Specific Controlling Class Representative(s)\nand each Certifying Certificateholder, or, in the case of a termination by\n\n - 493 - \n\n \n\nthe Holder of a Class R Certificate, notify the Certificate\nAdministrator (who shall notify the Controlling Class Representative, the affected Loan-Specific Controlling Class Representative(s) and\neach Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.\nAll costs and expenses incurred by any and all parties to this Agreement or by the Trust Fund in connection with the purchase or other\nacquisition of the Mortgage Loans, any Trust Subordinate Companion Loan(s) and/or other assets of the Trust Fund pursuant to Section 9.01(c)\nor Section 9.01(h) shall be borne by the party exercising its purchase or exchange rights hereunder. The Certificate Administrator\nshall be entitled to rely conclusively on any determination made by an Appraiser pursuant to this Section 9.01.\n\n(j)                \nEach Mortgage Loan REMIC shall terminate as described above or as otherwise described in the related REMIC Declaration.\n\nArticle\nX\n\nEXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE\n\nSection 10.01            \nIntent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article X of\nthis Agreement is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related\nrules and regulations of the Commission. The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery\nof information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act,\nthe Exchange Act and the Sarbanes-Oxley Act. The parties hereto acknowledge that interpretations of the requirements of Regulation\nAB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests\nmade by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving\ninterpretations of Regulation AB. In connection with the Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,\nSeries 2026-V22, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor,\nthe Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor\nor Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records\nand any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of\nthe Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit\nthe Depositor or any Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating\nto the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Back-Up Advancing\nAgent, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans\nand Serviced Whole Loans,\n\n - 494 - \n\n \n\nreasonably believed by the Depositor or any\nOther Depositor, as applicable, to be necessary in order to effect such compliance.\n\nSection 10.02            \nSuccession; Sub-Servicers; Subcontractors.\n\n(a)               \nFor so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act (in addition\nto any requirements contained in Section 10.07 of this Agreement), in connection with the succession to the Master Servicer,\nthe Special Servicer or any Sub-Servicer as servicer or sub-servicer (to the extent such Sub-Servicer is a “servicer”\nas contemplated by Item 1108(a)(2) of Regulation AB) or succession to the Certificate Administrator under this Agreement by any Person\n(i) into which the Master Servicer, the Special Servicer, such Sub-Servicer or the Certificate Administrator may be merged or\nconsolidated, or (ii) which may be appointed as a successor to the Master Servicer, the Special Servicer, any such Sub-Servicer\nor the Certificate Administrator, the Certificate Administrator (or, in the case of a successor to the Certificate Administrator, the\nTrustee) shall provide to the Depositor, as well as any Other Depositor as to which the applicable Companion Loan is affected, at least\nfive (5) Business Days prior to the effective date of such succession or appointment as long as such disclosure prior to such effective\ndate would not be violative of any applicable law or confidentiality agreement, otherwise no later than one (1) Business Day after such\neffective date, (x) written notice to the Depositor and each such Other Depositor of such succession or appointment and (y) in\nwriting and in form and substance reasonably satisfactory to the Depositor and each such Other Depositor, all information relating to\nsuch successor (which such successor Master Servicer, Special Servicer, Sub-Servicer or Certificate Administrator shall be required\nto provide) reasonably requested by the Depositor or any such Other Depositor in order to comply with its reporting obligation under Item\n6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange\nAct). The Certificate Administrator (or the Trustee, if applicable) shall provide similar notice to the Depositor and each such Other\nDepositor in connection with any resignation or termination of the Master Servicer, the Special Servicer, any Sub-Servicer or the\nCertificate Administrator. In addition, with respect to each Serviced Companion Loan, the Certificate Administrator shall comply with\nthe Trust’s obligations under each Co-Lender Agreement (including with respect to the provision of any required notices) in\nconnection with any resignation, termination, replacement or appointment of the Master Servicer, the Special Servicer, any Sub-Servicer\nor the Certificate Administrator or any successor thereto.\n\n(b)              \nFor so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, if the\nMaster Servicer, the Special Servicer, any Sub-Servicer, the Custodian, the Trustee and the Certificate Administrator (each of the\nMaster Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator and each Sub-Servicer, for purposes\nof this Section 10.02(b), Section 10.02(c), Section 10.02(d) and Section 10.17, a “Servicer”)\nutilizes one or more Subcontractors to perform certain of its obligations hereunder, such Servicer shall promptly upon request provide\nto the Depositor, as well as any Other Depositor as to which the applicable Serviced Companion Loan is affected, a written description\n(in form and substance satisfactory to the Depositor and each such Other Depositor) of the role and\n\n - 495 - \n\n \n\nfunction of each Subcontractor that is\na Servicing Function Participant utilized by such Servicer during the preceding calendar year, specifying (i) the identity of such\nSubcontractor, and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each\nsuch Subcontractor. Each Servicer shall cause any Subcontractor determined to be a Servicing Function Participant used by such Servicer\nfor the benefit of the Depositor to comply with the provisions of Section 10.09 and Section 10.10 of this Agreement\nto the same extent as if such Subcontractor were such Servicer. Such Servicer shall obtain from each such Subcontractor (or, in the case\nof each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer)\nand deliver to the applicable Persons any assessment of compliance report and related accountant’s attestation required to be delivered\nby such Subcontractor under Section 10.09 and Section 10.10 of this Agreement, in each case, as and when required\nto be delivered.\n\n(c)               \nFor so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding\nthe foregoing, if a Servicer engages a Subcontractor in connection with the performance of any of its duties under this Agreement, such\nServicer shall be responsible for determining whether such Subcontractor is a “servicer” within the meaning of Item 1101 of\nRegulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a\nServicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer” within the meaning of Item\n1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then the engagement of such\nSubcontractor shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator, as well as any\nOther Depositor as to which the applicable Companion Loan is affected, of any such Subcontractor and sub-servicing agreement and,\nif such Subcontractor is engaged by the Master Servicer or the Special Servicer, such Subcontractor shall be deemed to be a Sub-Servicer\nfor purposes of this Agreement. Written notice of the engagement of such Subcontractor and the related Sub-Servicing Agreement (other\nthan such agreements set forth on Exhibit S hereto) (with respect to the Master Servicer or the Special Servicer) or sub-servicing\nagreement (with respect to any other Servicer) shall be delivered to the Depositor, the Certificate Administrator and each such Other\nDepositor at least five (5) Business Days prior to the effective date of such engagement. Such notice shall contain all information reasonably\nnecessary, and in such form as may be necessary, to enable the Certificate Administrator, as well as any Other Exchange Act Reporting\nParty as to which the applicable Serviced Companion Loan is affected, to accurately and timely report the event under Item 6.02 of Form\n8-K pursuant to Section 10.07 of this Agreement (if such reports under the Exchange Act are required to be filed under\nthe Exchange Act).\n\n(d)              \nFor so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding\nthe foregoing and subject to Section 3.01(c) of this Agreement, if the Master Servicer or the Special Servicer engages a Sub-Servicer\nor if any other Servicer engages a sub-servicer, in each case, in connection with the performance of any of the duties of the Master\nServicer, the Special Servicer or such other Servicer, as applicable, under this Agreement and the related Sub-Servicing Agreement\n(with respect to the Master Servicer or the Special Servicer) or sub-servicing\n\n - 496 - \n\n \n\nagreement (with respect to any other\nServicer) is either (i) assigned (other than, in the case of a Sub-Servicer engaged by the Master Servicer, an assignment to the Master\nServicer) or (ii) amended or modified and the Master Servicer, the Special Servicer or such other Servicer, as applicable, determines\nthat, as a result of such amendment or modification, the Sub-Servicer or sub-servicer, as applicable, would become a “servicer”\nwithin the meaning of Item 1101 of Regulation AB that (1) meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB or\n(2) meets the criteria in Item 1108(a)(2)(iii) of Regulation AB and services 20% or more of the pool assets, then the Master Servicer,\nthe Special Servicer or such other Servicer, as applicable, shall provide written notice of such amendment, modification or assignment\nto the Depositor and the Certificate Administrator, as well as any Other Depositor as to which the applicable Companion Loan is affected\nat least five (5) Business Days prior to the effective date of such amendment, modification or assignment (or if such prior notice would\nbe violative of applicable law or any applicable confidentiality agreement, no later than the time required under Section 10.07\nof this Agreement). Such notice shall contain all information reasonably necessary, and in such form as may be necessary, to enable the\nCertificate Administrator, as well as any Other Exchange Act Reporting Party as to which the applicable Serviced Companion Loan is affected,\nto accurately and timely report the event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement (if such\nreports under the Exchange Act are required to be filed under the Exchange Act).\n\n(e)               \nFor so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection\nwith the succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee or\nCertificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or Certificate\nAdministrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor, at least\nten (10) Business Days prior to the effective date of such succession or appointment (or if such prior notice would be violative of applicable\nlaw or any applicable confidentiality agreement, no later than the time required under Section 10.07 of this Agreement) and\nshall furnish pursuant to Section 10.07 of this Agreement to the Depositor and each Other Depositor in writing and in form\nand substance reasonably satisfactory to the Depositor and each Other Depositor, all information reasonably necessary for the Certificate\nAdministrator, the Trustee and each Other Exchange Act Reporting Party to accurately and timely report the event under Item 6.02 of Form\n8-K pursuant to Section 10.07 of this Agreement or otherwise (if such reports under the Exchange Act are required to be\nfiled under the Exchange Act).\n\nSection 10.03            \nFiling Obligations.\n\n(a)               \nThe Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate\nAdministrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially\nreasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with\nthe Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s\nreporting requirements under the Exchange Act. Pursuant to Section 10.04,\n\n - 497 - \n\n \n\nSection 10.05 and Section 10.07,\nthe Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required\nby the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator shall file\n(via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.\n\n(b)              \nIn the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor\nor Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K,\n10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was either not delivered\nto it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon\nas practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business\nDay, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other\nExchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor and the Certificate Administrator\nwill thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A,\nas applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will,\nupon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D\nto be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate\nAdministrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate\nAdministrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D\nor Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed,\nand the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or\nany amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor.\nThe parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03\nrelated to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE\nor Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this\nArticle X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with\nrespect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to\nForm 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s\ninability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution\nor file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K,\nnot resulting from its own negligence, bad faith or willful misconduct.\n\nSection 10.04            \nForm 10-D and Form ABS-EE Filings.\n\n(a)               \nWithin 15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate\nAdministrator shall prepare and file on\n\n - 498 - \n\n \n\nbehalf of the Trust any Form 10-D\nand Form ABS-EE then required by the Exchange Act, in form and substance as then required by the Exchange Act; *provided* that,\nin connection with the filing of the Prospectus and the Preliminary Prospectus with respect to the Public Certificates, the Depositor\nshall file any related Form ABS-EE required to be filed with the Commission and incorporated by reference into each such document.\nThe Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto;\n*provided* that the Certificate Administrator shall redact from such Distribution Date Statement any information relating to the\nratings of the Trust Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement\nthat is required to be included on Form 10-D and/or Form ABS-EE (“Additional Form 10-D Disclosure”)\nshall, pursuant to the following paragraph, be (i) reported by the parties set forth on Exhibit U to this Agreement to\nthe Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Additional\nForm 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and each such Other\nDepositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional\nForm 10-D Disclosure absent such reporting, direction and approval.\n\nFor so long as the Trust\nor any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, within one (1) Business Day after the\nrelated Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on the third\nBusiness Day after the related Distribution Date, (i) certain parties to this Agreement, as set forth on Exhibit U to\nthis Agreement, shall be required to provide to the Certificate Administrator, the Depositor, and each Other Exchange Act Reporting Party\nand Other Depositor to which the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the\nextent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of\nRegulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the\ncase may be, or any lawyer in the in-house legal department of such party) in EDGAR-Compatible Format (to the extent available\nto such party in such format) or (in the case of asset-level information required by Item 1A on Form 10-D) XML Format or in such\nother format as otherwise agreed upon by the Certificate Administrator, the Depositor and each such Other Exchange Act Reporting Party,\neach such Other Depositor and such parties, the form and substance of the Additional Form 10-D Disclosure, if applicable, (ii) the\nparties listed on Exhibit U to this Agreement shall include with such Additional Form 10-D Disclosure applicable\nto such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall\nuse commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB\nto provide, and if received, include, an Additional Disclosure Notification in the form attached as Exhibit W-1 to this\nAgreement (except with respect to the reporting of balances of the Collection Account, each Whole Loan Custodial Account and each REO\nAccount which shall be delivered in the form of Exhibit W-2 hereto, and the Special Servicer shall provide in the form\nof Exhibit W-2 any information relating to any REO Account to be reported under “Item 9: Other Information”\non Exhibit U to the Master Servicer within four (4) calendar days after the related Distribution Date) and (iii) the\nDepositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure\non Form 10-D or (in the case of asset-level information required by Item 1A on Form 10-D) Form\n\n - 499 - \n\n \n\nABS-EE with respect to the Trust; *provided*\nthat any Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit U of\nits obligations to provide Additional Form 10-D Disclosure that is true and accurate in all material respects and in compliance with\nall applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. The Certificate\nAdministrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U to\nthis Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D\nDisclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Certificate Administrator\nin connection with including any Additional Form 10-D Disclosure on Form 10-D or (in the case of asset-level information required\nby Item 1A on Form 10-D) Form ABS-EE with respect to the Trust pursuant to this paragraph.\n\n(b)              \nAny Form 10-D filed by the Certificate Administrator with respect to the Trust shall (i) include the information\nrequired by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase\nof, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(a) of this\nAgreement, (ii) include a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned\n“Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, (iii)\ninclude a reference to the most recent Form ABS-15G filed by each Mortgage Loan Seller and the Commission’s assigned “Central\nIndex Key” for each such filer, which information each Mortgage Loan Seller is required to deliver to the Certificate Administrator\npursuant to Section 6(i) of the applicable Mortgage Loan Purchase Agreement, (iv) incorporate by reference the Form ABS-EE filing\nfor the related reporting period (which Form ABS-EE disclosures shall be filed at the time of each filing of the applicable report\non Form 10-D with respect to each Mortgage Loan that was part of the Mortgage Pool during any portion of the related reporting period),\n(v) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form of Exhibit W-2\nhereto for inclusion therein within the time period described in this Section 10.04, the balances of the Collection Account,\neach Whole Loan Custodial Account and each REO Account (to the extent the related information has been received from the Special Servicer\nwithin the time period specified in this Section 10.04), in each case as of the related Distribution Date and as of the immediately\npreceding Distribution Date and (vi) the balance of the Distribution Account, the Interest Reserve Account, the Excess Interest Distribution\nAccount and the Excess Liquidation Proceeds Reserve Account, in each case as of the related Distribution Date and as of the immediately\npreceding Distribution Date.\n\n(c)               \nWith respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall\ninclude as part of any applicable Form 10-D filed by it (to the extent it receives such information from the Master Servicer (with\nrespect to Non-Specially Serviced Loans as to which the Master Servicer has knowledge or notice of any applicable Additional Debt\nor mezzanine debt) or the Special Servicer (with respect to Specially Serviced Mortgage Loans as to which the Special Servicer has knowledge\nor notice of any applicable Additional Debt or mezzanine debt)) the identity of such Mortgage Loan and, to the extent such information\nis received by the Certificate Administrator from the Master Servicer (with respect to Non-Specially\n\n - 500 - \n\n \n\nServiced Loans as to which the Master\nServicer has knowledge or notice of any applicable Additional Debt or mezzanine debt) or the Special Servicer (with respect to Specially\nServiced Mortgage Loans as to which the Special Servicer has knowledge or notice of any applicable Additional Debt or mezzanine debt),\nsubstantially in the form of Exhibit W-3 (A) the amount of any such Additional Debt or mezzanine debt, as applicable,\nthat is incurred during the related Collection Period, (B) the total debt service coverage ratio calculated on the basis of such Mortgage\nLoan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of such Mortgage\nLoan and such Additional Debt or mezzanine debt, as applicable.\n\n(d)              \nThe Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on\nthe cover of Forms 10-D and ABS-EE for each reporting period: Name: Richard Simpson, Telephone: (212) 816-5343. The Certificate\nAdministrator may rely without further investigation that this information remains correct unless and until the Depositor provides the\nCertificate Administrator with a new individual’s name and phone number in writing.\n\n(e)               \nUpon receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 11.01(b),\nthe Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D relating to the Collection\nPeriod in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate Administrator’s\nWebsite not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations Reviewer.\n\n(f)               \nTo the extent the Certificate Administrator receives a request from any Trust Certificateholder or Beneficial Owner to communicate\nwith other Trust Certificateholders or Beneficial Owners pursuant to Section 5.07, the Certificate Administrator shall include\non the Form 10-D relating to the reporting period in which such request was received disclosure regarding the request to communicate,\nand such disclosure is required to include the following and no more than the following: (a) the name of the Trust Certificateholder or\nBeneficial Owner making the request, (b) the date the request was received, (c) a statement to the effect that the Certificate Administrator\nhas received such request, stating that such Trust Certificateholder or Beneficial Owner is interested in communicating with other Trust\nCertificateholders or Beneficial Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of\nthe method other Trust Certificateholders or Beneficial Owners may use to contact the requesting Trust Certificateholder or Beneficial\nOwner.\n\n(g)              \nAt the time required under Section 10.04(a), the Certificate Administrator shall file each Form ABS-EE with a copy\nof the related CREFC® Schedule AL File received by the Certificate Administrator pursuant to Section 4.02(b)\nas Exhibit 102 thereto. To the extent the Certificate Administrator receives any Schedule AL Additional File with respect to such\nForm ABS-EE pursuant to Section 4.02(b), the Certificate Administrator shall file such Schedule AL Additional File as\nExhibit 103 to such Form ABS-EE. The Certificate Administrator shall not be required to combine multiple CREFC®\nSchedule AL Files or Schedule AL Additional Files. The Certificate\n\n - 501 - \n\n \n\nAdministrator shall not be required to\nreview, redact, reconcile, edit or verify the content, completeness or accuracy of the information contained in any CREFC®\nSchedule AL File or Schedule AL Additional File. The Certificate Administrator shall not be deemed to have actual knowledge of the contents\nof any CREFC® Schedule AL File or Schedule AL Additional File solely by its receipt thereof.\n\n(h)              \nAfter preparing the Forms 10-D and ABS-EE with respect to the Trust, the Certificate Administrator shall forward electronically\ncopies of such Forms 10-D and ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL\nAdditional File received by the Certificate Administrator) to the Depositor for review no later than seven (7) calendar days\nafter the related Distribution Date or, if the 7th calendar day after the related Distribution Date is not a Business Day, the immediately\npreceding Business Day. Any questions shall be directed to *investorreporting@trimont.com*(or such other email address as is provided).\nThe Master Servicer shall reasonably cooperate with the Depositor to answer any questions that the Depositor may pose to the Master Servicer\nregarding the data or information contained in, or omitted from, any CREFC® Schedule AL File or Schedule AL Additional\nFile (other than questions regarding (1) the accuracy as of the Closing Date of data that had been included in the Initial Schedule AL\nFile or the Initial Schedule AL Additional File or (2) changes made to such CREFC® Schedule AL File or Schedule AL Additional\nFile by the Certificate Administrator following receipt from the Master Servicer). The Certificate Administrator, the Master Servicer\nand the Depositor shall each, to the extent related to such party’s obligations hereunder, reasonably cooperate to remedy any filing\nerrors regarding any CREFC® Schedule AL File or any Schedule AL Additional File as soon as possible. Within four (4) Business\nDays after receipt of copies of such Forms 10-D and ABS-EE from the Certificate Administrator, but no later than two (2)\nBusiness Days prior to the 15th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator\nin writing (which may be furnished electronically) of any changes to or approval of such Form 10-D and Form ABS-EE, respectively,\nand an officer of the Depositor shall sign the Form 10-D and Form ABS-EE with respect to the Trust and return an electronic\nor fax copy of each of the signed Form 10-D and Form ABS-EE (with an original executed hard copy to follow by overnight mail)\nto the Certificate Administrator. Upon receipt of such signed Form 10-D and Form ABS-EE (in electronic form or by fax copy),\nthe Certificate Administrator shall deem such reports to be approved by the Depositor and shall proceed with filing such reports with\nthe Commission. If a Form 10-D or Form ABS-EE with respect to the Trust cannot be filed on time or if a previously filed\nForm 10-D or Form ABS-EE with respect to the Trust needs to be amended, the Certificate Administrator will follow the procedures\nset forth in Section 10.03(b) of this Agreement. Promptly after filing with the Commission, the Certificate Administrator\nwill make available on its internet website a final executed copy of each Form 10-D and Form ABS-EE with respect to the Trust\nprepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Citigroup Commercial Mortgage\nSecurities Inc., 388 Greenwich Street, 6th Floor, New York, New York 10013, Attention: Richard Simpson, e-mail: *richard.simpson@citi.com,*\nwith a copy to Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Raul\nOrozco, e-mail: *raul.d.orozco@citi.com*, and with a copy to Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street,\n17th Floor, New York, New York 10013, Attention: Ryan M.\n\n - 502 - \n\n \n\nO’Connor, e-mail: *ryan.m.oconnor@citi.com*,\nor such other address as the Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate Administrator\nof its duties under this Section 10.04 related to the timely preparation and filing of Form 10-D and Form ABS-EE\nwith respect to the Trust is contingent upon such parties observing all applicable deadlines in the performance of their duties under\nthis Section 10.04. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising\nout of or with respect to any failure to properly prepare, arrange for execution and/or timely file any Form 10-D or Form ABS-EE\nwith respect to the Trust, where such failure results because required disclosure information was either not delivered to the Certificate\nAdministrator or delivered to the Certificate Administrator after the delivery deadlines set forth in this Agreement, not resulting from\nits own negligence, bad faith or willful misconduct.\n\n(i)                \nForm 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has\nfiled all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter\nperiod that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.”\nThe Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-D with respect to the Trust, to check\n“yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically)\nfrom the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator\nno later than the day on which the Depositor provided its signature for such filing pursuant to Section 10.04(h) of this Agreement.\n\nSection 10.05            \nForm 10-K Filings.\n\n(a)               \nWithin 90 days after the end of each fiscal year of the Trust (it being understood that the fiscal year of the Trust ends\non December 31 of each year) or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”),\ncommencing within 90 days after December 31, 2026, the Certificate Administrator shall prepare and file on behalf of the Trust any\nForm 10-K then required by the Exchange Act, in form and substance as then required by the Exchange Act. Each such Form 10-K\nwith respect to the Trust shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator\n(in the form required by this Agreement) within the applicable time frames set forth in this Agreement:\n\n(i)                            an annual compliance\nstatement for each Certifying Servicer and each Additional Servicer engaged by each Certifying Servicer, as described under Section 10.08;\n*provided* that the related signature pages may be delivered separately from such compliance statement;\n\n(ii)                         (A)                                      the annual\nreports on assessment of compliance with Servicing Criteria for each Reporting Servicer, as described under Section 10.09;\nand\n\n - 503 - \n\n \n\n(B)             \nif any such report on assessment of compliance with Servicing Criteria described under Section 10.09 identifies any\nmaterial instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance\ninvolved the servicing of the assets backing the Trust Certificates issued pursuant to this Agreement and any steps taken to remedy such\ninstance of noncompliance), or if such report on assessment of compliance with Servicing Criteria described under Section 10.09\nis not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report\nis not included;\n\n(iii)                       (A)      the registered\npublic accounting firm attestation report for each Reporting Servicer, as described under Section 10.10; and\n\n(B)             \nif any registered public accounting firm attestation report described under Section 10.10 identifies any material instance\nof noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation\nreport is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such\nreport is not included; and\n\n(iv)                     a certification\nin the form attached to this Agreement as Exhibit X, with such changes as may be necessary or appropriate as a result of\nchanges promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described below,\nbe signed by the senior officer of the Depositor in charge of securitization; *provided* that the related signature pages may be\ndelivered separately.\n\nAny disclosure or information\nin addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)\nshall, pursuant to the second following paragraph, be (i) reported by the parties set forth on Exhibit V to this Agreement\nto the Depositor, the Certificate Administrator and any Other Depositor and Other Exchange Act Reporting Party to which such Additional\nForm 10-K Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and such Other Depositor,\nand the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form\n10-K Disclosure, absent such reporting, direction and approval.\n\nNot later than the end of\neach fiscal year for which the Trust is required to file a Form 10-K, the Master Servicer, the Special Servicer, the Certificate\nAdministrator, the Custodian, the Operating Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage\nLoan Sellers with written notice of the name and address of each Servicing Function Participant retained by such party, if any, during\nsuch fiscal year. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate\nAdministrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each\nMortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any\nnew party to this Agreement.\n\n - 504 - \n\n \n\nFor so long as the Trust\nor any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, no later than March 1, commencing\nin March 2027, (i) the parties listed on Exhibit V to this Agreement shall be required to provide (and (i) with\nrespect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable\nefforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant\nof such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Certificate\nAdministrator, the Depositor and each Other Exchange Act Reporting Party and Other Depositor to which the particular Additional Form 10-K\nDisclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or a Responsible Officer, as the case may\nbe, thereof has actual knowledge (other than information required by Item 1117 of Regulation AB as to such party which shall be reported\nif actually known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in the in-house legal department\nof such party), in EDGAR-Compatible Format (to the extent available to such party in such format) or in such other format as otherwise\nagreed upon by the Certificate Administrator, the Depositor, each such Other Exchange Act Reporting Party, each such Other Depositor and\nsuch providing parties, the form and substance of any Additional Form 10-K Disclosure described on Exhibit V to this Agreement\napplicable to such party, (ii) the parties listed on Exhibit V to this Agreement shall include with such Additional Form\n10-K Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth\non Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to\nthe extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached\nas Exhibit W to this Agreement, and (iii) the Depositor will approve, as to form and substance, or disapprove, as the\ncase may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K with respect to the Trust; *provided*\nthat any Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit V of\nits obligations to provide Additional Form 10- K Disclosure that is true and accurate in all material respects and in compliance with\nall applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. The Certificate\nAdministrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit V to\nthis Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K\nDisclosure information. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Certificate Administrator\nin connection with including any Additional Form 10-K Disclosure on Form 10-K with respect to the Trust pursuant to this paragraph.\n\nAfter preparing a Form 10-K\nwith respect to the Trust, the Certificate Administrator shall forward electronically a preliminary copy of such Form 10-K to\nthe Depositor for review no later than March 15 in the year immediately following the year as to which such Form 10-K relates,\nor, if March 15 is not a Business Day, on the immediately following Business Day. Within three (3) Business Days after receipt of\nsuch copy, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes\nor approval to such preliminary Form 10-K. The Certificate Administrator shall provide a complete Form 10-K with respect\nto the Trust to the Depositor for review no later than March 21 in the year immediately following the year as to which such Form\n10-K relates, or if March 21 is not a Business Day, on the immediately following Business Day. Within three (3) Business Days\nafter receipt of such complete Form 10-K, the Depositor shall notify the Certificate Administrator in writing (which\n\n - 505 - \n\n \n\nmay be furnished electronically) of any changes\nor approval to such complete Form 10-K. No later than 5:00 p.m. (New York City time) on the third Business Day prior to\nthe 10-K Filing Deadline, a senior officer of the Depositor shall sign the Form 10-K with respect to the Trust and return\nan electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate\nAdministrator. Upon receipt of such signed Form 10-K (in electronic form or by fax copy), the Certificate Administrator shall\ndeem such report to be approved by the Depositor and shall proceed with filing such report with the Commission. If a Form 10-K\nwith respect to the Trust cannot be filed on time or if a previously filed Form 10-K with respect to the Trust needs to be amended,\nthe Certificate Administrator will follow the procedures set forth in Section 10.03(b). Promptly after filing with the Commission,\nthe Certificate Administrator will make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K\nprepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Citigroup Commercial Mortgage\nSecurities Inc., 388 Greenwich Street, 6th Floor, New York, New York 10013, Attention: Richard Simpson, e-mail: *richard.simpson@citi.com,*\nwith a copy to Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Raul\nOrozco, e-mail: *raul.d.orozco@citi.com*, and with a copy to Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street,\n17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, e-mail: *ryan.m.oconnor@citi.com*, or such other address\nas the Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties\nunder this Section 10.05 related to the timely preparation and filing of Form 10-K with respect to the Trust is contingent\nupon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant engaged or utilized, as applicable,\nby any such parties) observing all applicable deadlines in the performance of their duties under this Section 10.05. The Certificate\nAdministrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare,\narrange for execution and/or timely file any Form 10-K with respect to the Trust, where such failure results because required\ndisclosure information was either not delivered to the Certificate Administrator or delivered to the Certificate Administrator after the\ndelivery deadlines set forth in this Agreement, not resulting from its own negligence, bad faith or willful misconduct.\n\n(b)              \nForm 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has\nfiled all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter\nperiod that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.”\nThe Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-K with respect to the Trust, to check\n“yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically)\nfrom the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator\nno later than the day on which the Depositor provided its signature for such filing pursuant to Section 10.05(a) of this Agreement.\n\nSection 10.06            \nSarbanes-Oxley Certification. Each Form 10-K with respect to the Trust shall include a Sarbanes-Oxley Certification\nin the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Sarbanes-Oxley Act.\nThe Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset\n\n - 506 - \n\n \n\nRepresentations Reviewer (in the case of the\nAsset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to deliver\nan Asset Review Report Summary), the Custodian, the Back-Up Advancing Agent and the Trustee shall provide (and (i) with respect to\nany Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts\nto cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such\nparty (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Person who signs the\nSarbanes-Oxley Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later\nthan March 1 in the year immediately following the year as to which such Form 10-K relates or, if March 1 is not a Business\nDay, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit Y-1,\nExhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6,\nExhibit Y-7, Exhibit Y-8 and Exhibit Y-9, as applicable, on which the Certifying Person, the entity\nfor which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the\nCertifying Person, “Certification Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan\nserviced under an Outside Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure, and\nupon receipt deliver to the Certifying Person, a Sarbanes-Oxley back-up certification similar in form and substance to the certifications\nreferenced in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying\nAgent and the related Outside Trustee. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement,\nor any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide\na certification to the Certifying Person pursuant to this Section 10.06 with respect to the period of time it was subject\nto this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.\n\nSection 10.07            \nForm 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K\n(each such event, a “Reportable Event”), or if requested by the Depositor, the Certificate Administrator shall prepare\nand file on behalf of the Trust any Form 8-K, as required by the Exchange Act, *provided* that the Depositor shall file the initial\nForm 8-K with respect to the Trust in connection with the issuance of the Certificates. Any disclosure or information related to a\nReportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”)\nthat is approved by the Depositor shall, pursuant to the following paragraph, be reported by the applicable parties set forth on Exhibit Z\nto this Agreement to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which\nsuch Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, and the Certificate Administrator will have\nno duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K with\nrespect to the Trust, absent such reporting, direction and approval.\n\nFor so long as the Trust\nor any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, to the extent a Servicing Officer or Responsible\nOfficer thereof has actual knowledge of such event (other than Item 1117 of Regulation AB as to such party which shall be reported\nif actually known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in the in-house legal department\nof such party), within one (1) Business Day after the occurrence of a Reportable Event (using commercially reasonable efforts), but in\nno event later than 1:00 p.m. (New York City time) on the second Business Day after the occurrence of a Reportable Event, (i) the\nparties set forth on Exhibit Z to this Agreement shall be required to\n\n - 507 - \n\n \n\nprovide (and (i) with respect to any Servicing\nFunction Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause\nsuch Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other\nthan any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Depositor, the Certificate Administrator\nand each Other Depositor and Other Exchange Act Reporting Party to which the particular Form 8-K Disclosure Information is relevant\nfor Exchange Act reporting purposes, in EDGAR-Compatible Format (to the extent available to such party in such format) or in such\nother format as otherwise agreed upon by the Depositor, the Certificate Administrator, each such Other Depositor, each such Other Exchange\nAct Reporting Party and such providing parties any Form 8-K Disclosure Information described on Exhibit Z to this Agreement\nas applicable to such party, if applicable (ii) the parties listed on Exhibit Z to this Agreement shall include with\nsuch Form 8-K Disclosure Information applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer\nset forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such\nparty to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form\nattached hereto as Exhibit W-1, and (iii) the Depositor will approve, as to form and substance, or disapprove, as\nthe case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K with respect to the Trust; *provided* that\nany Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit Z of its\nobligations to provide Form 8-K Disclosure Information that is true and accurate in all material respects and in compliance with\nall applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. The Certificate\nAdministrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Z of\ntheir duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information. The\nDepositor will be responsible for any reasonable fees assessed or expenses incurred by the Certificate Administrator in connection with\nincluding any Form 8-K Disclosure Information on Form 8-K with respect to the Trust pursuant to this paragraph.\n\nWith respect to any Whole\nLoan, (i) upon receipt of any notice of execution or amendment of an Outside Servicing Agreement or an Outside Serviced Co-Lender\nAgreement with respect to an Outside Serviced Mortgage Loan or notice of any Reportable Event with respect to any Outside Service Provider\nof an Outside Serviced Mortgage Loan, the Trustee or the Certificate Administrator, as the case may be, shall promptly notify the Depositor\nof such notice and cooperate with the Depositor to prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange\nAct and (ii) upon the execution of any amendment to a related Co-Lender Agreement, the Master Servicer, the Special Servicer or the\nTrustee, as the case may be, executing such amendment on behalf of the Trust shall promptly notify the Depositor and the Certificate Administrator\nof such execution and cooperate with the Depositor and the Certificate Administrator to prepare and file on behalf of the Trust any Form\n8-K, as required by the Exchange Act.\n\nAfter preparing any Form 8-K\nwith respect to the Trust, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor\nfor review no later than 1:00 p.m. (New York City time) on the third Business Day after the related Reportable Event (but in no event\nearlier than 24 hours after having received approved Form 8-K Disclosure Information pursuant to the immediately preceding paragraph).\nPromptly, but no later than the\n\n - 508 - \n\n \n\nclose of business on the third Business Day\nafter the related Reportable Event, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)\nof any changes to or approval of such Form 8-K. No later than noon on the fourth Business Day after the related Reportable Event,\na duly authorized representative of the Depositor shall sign the Form 8-K with respect to the Trust and return an electronic\nor fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator.\nIf a Form 8-K with respect to the Trust cannot be filed on time or if a previously filed Form 8-K with respect to the\nTrust needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.03(b) of this\nAgreement. Promptly after filing with the Commission, the Certificate Administrator will, make available on its internet website a final\nexecuted copy of each Form 8-K with respect to the Trust, to the extent such Form 8-K has been prepared and filed by\nthe Certificate Administrator. The signing party at the Depositor can be contacted at Citigroup Commercial Mortgage Securities Inc., 388\nGreenwich Street, 6th Floor, New York, New York 10013, Attention: Richard Simpson, e-mail: *richard.simpson@citi.com,* with a\ncopy to Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Raul Orozco,\ne-mail: *raul.d.orozco@citi.com*, and with a copy to Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street, 17th\nFloor, New York, New York 10013, Attention: Ryan M. O’Connor, e-mail: *ryan.m.oconnor@citi.com*, or such other address\nas the Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties\nunder this Section 10.07 related to the timely preparation and filing of Form 8-K with respect to the Trust is contingent\nupon such parties observing all applicable deadlines in the performance of their duties under this Section 10.07. The Certificate\nAdministrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare\nand/or timely file any Form 8-K with respect to the Trust, where such failure results from the Certificate Administrator’s\ninability or failure to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange for\nexecution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.\n\nIn the case of a Form 8-K\nthat is filed by or on behalf of the Trust or any Other Securitization Trust as a result of the termination, removal, resignation or any\nother replacement of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any Sub-Servicer or\nSubcontractor of any of the foregoing parties (to the extent such Sub-Servicer or Subcontractor is a “servicer” as contemplated\nby Item 1108(a)(2) of Regulation AB) under this Agreement, the proposed successor Master Servicer, Special Servicer, Trustee, Certificate\nAdministrator, Sub-Servicer or Subcontractor, as applicable, shall, as a condition to such succession and at the reasonable expense\nof the same party or parties required to pay the costs and expenses relating to such termination, removal, resignation or other replacement\npursuant to this Agreement, provide to the Certificate Administrator and the Depositor on or before the date of such proposed succession\nthe following: (i) any information (including, but not limited to, disclosure information) required for the Trust to comply in a timely\nmanner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications\nand/or indemnification agreement(s) with respect to such information that are substantially similar to those delivered by the initial\nMaster Servicer, the initial Special Servicer, the initial Trustee, the initial Certificate Administrator or the initial Sub-Servicer,\nas the case may be, or their respective counsel, in connection with the information concerning such party in the Prospectus and/or any\nother disclosure materials relating to this Trust.\n\n - 509 - \n\n \n\nSection 10.08            \nAnnual Compliance Statements. The Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian and,\nif it has made (or is required to make) an Advance during the applicable calendar year, the Back-Up Advancing shall furnish (and each\nof the Master Servicer, the Special Servicer, the Custodian and the Certificate Administrator (i) with respect to any Additional\nServicer of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Additional\nServicer to furnish, and (ii) with respect to any other Additional Servicer of such party (other than any party to this Agreement),\nshall cause such Additional Servicer to furnish) (each such Additional Servicer and each of the Master Servicer, the Special Servicer,\nthe Custodian, the Certificate Administrator and the Back-Up Advancing Agent (if applicable), a “Certifying Servicer”)\nto the Certificate Administrator, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an\nOther Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the\ncase of an Officer’s Certificate furnished by the Special Servicer, and including with respect to any Trust Subordinate Companion\nLoan that is part of an EHRI Trust Subordinate Companion Loan Securitization, at any time) and the Depositor on or before March 1\nof each year, commencing in March 2027, an Officer’s Certificate (together with a copy thereof in EDGAR-Compatible Format,\nor in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the\napplicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) stating, as to the signer thereof, that (A) a\nreview of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s\nperformance under this Agreement, or the applicable Sub-Servicing Agreement or primary servicing agreement in the case of an Additional\nServicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on\nsuch review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable Sub-Servicing Agreement\nor primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof,\nor, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer\nand the nature and status thereof. The Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer\nshall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable\nefforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to the occurrence and continuance\nof a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s\nWebsite pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each such\nOfficer’s Certificate, the Depositor (and, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust,\nthe applicable Other Depositor and Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable,\nconsult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any\nrelated Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship\nwith respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder\nor under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply\nto each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether or\n\n - 510 - \n\n \n\nnot the Certifying Servicer is acting in such\ncapacity at the time such Officer’s Certificate is required to be delivered.\n\nWith respect to each Outside\nServiced Mortgage Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator shall request, and upon\nreceipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such terms are defined\nin the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Custodian,\nOutside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar\nto the Officer’s Certificate described in this Section or such other form as is set forth in the Outside Servicing Agreement.\n\nSection 10.09            \nAnnual Reports on Assessment of Compliance With Servicing Criteria.\n\n(a)               \nOn or before March 1 of each year commencing in March 2027, the Master Servicer, the Special Servicer, the Certificate\nAdministrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar\nyear, the Back-Up Advancing Agent, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with\nrespect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable\nefforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant\nof such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer,\nthe Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if\nit has made (or is required to make) an Advance during the applicable calendar year, the Back-Up Advancing Agent, as the case may be,\na “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in\nthe case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange\nAct Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report\non an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in EDGAR-Compatible Format, or in\nsuch other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable\nOther Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements\nof Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing\ncompliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess\ncompliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing\nCriteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with\nthe Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered\npublic accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant\nServicing Criteria as of and for such period. Copies of all\n\n - 511 - \n\n \n\ncompliance reports delivered pursuant\nto this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator.\n\nEach such report shall be\naddressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and\nshall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O\nto this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and\neach Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any\nmaterial instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that\nthe assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this\nAgreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine\nwhether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is\nin form and substance in compliance with the requirements of Regulation AB.\n\n(b)              \nOn the Closing Date, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Back-Up Advancing\nAgent and the Operating Advisor each acknowledge and agree that Exhibit O to this Agreement sets forth the Relevant Servicing\nCriteria for such party.\n\n(c)               \nNo later than the end of each fiscal year for the Trust, the Master Servicer, the Special Servicer, the Certificate Administrator,\nthe Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during such fiscal year, the Back-Up Advancing\nAgent shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting Party and each Other Depositor as to\nthe name of each Servicing Function Participant utilized by it, and the Certificate Administrator shall notify the Depositor and each\nOther Depositor as to the name of each Servicing Function Participant utilized by it, during such fiscal year, and each such notice will\nspecify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function\nParticipant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Back-Up Advancing Agent\n(if applicable), the Operating Advisor and any Servicing Function Participant submit their assessments pursuant to Section 10.09(a)\nof this Agreement, such parties will also at such time include the assessment (and related attestation pursuant to Section 10.10\nof this Agreement) of each Servicing Function Participant engaged by it. The fiscal year for the Trust shall be January 1 through\nand including December 31 of each calendar year.\n\n(d)              \nIn the event the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Back-Up Advancing Agent\n(if it has made, or is required to make, an Advance during the applicable period) or the Operating Advisor is terminated or resigns pursuant\nto the terms of this Agreement, such party shall provide, and each such party shall cause (or, if the Servicing Function Participant is\na Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) any Servicing Function Participant of such\nparty to provide (and the Master Servicer, the Special Servicer and the Certificate Administrator shall, with respect to any Servicing\nFunction Participant that resigns or is terminated under any applicable servicing agreement, cause such Servicing\n\n - 512 - \n\n \n\nFunction Participant (or, in the case\nof each Servicing Function Participant that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause\nsuch Servicing Function Participant) to provide) an annual assessment of compliance pursuant to this Section 10.09, coupled\nwith an attestation as required in Section 10.10 of this Agreement with respect to the period of time that the Master Servicer,\nthe Special Servicer, the Certificate Administrator, the Custodian, the Back-Up Advancing Agent (if it has made, or is required to make,\nan Advance during such period of time) or the Operating Advisor was subject to this Agreement or the period of time that the applicable\nServicing Function Participant was subject to such other servicing agreement.\n\nWith respect to each Outside\nServiced Mortgage Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator shall use commercially\nreasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance as described in\nthis Section and an attestation as described in Section 10.10 from the related Outside Servicer, Outside Special Servicer,\nOutside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator and in form and substance similar to\nthe annual report on assessment of compliance described in this Section 10.09 and the attestation described in Section 10.10.\n\nSection 10.10            \nAnnual Independent Public Accountants’ Servicing Report. On or before March 1 of each year, commencing in March 2027,\nthe Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or\nis required to make) an Advance during the applicable calendar year, the Back-Up Advancing Agent, each at its own expense, shall cause\n(and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a\nMortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to cause,\nand (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause\nsuch Servicing Function Participant to cause) a registered public accounting firm (which may also render other services to the Master\nServicer, the Special Servicer, the Certificate Administrator, the Custodian, the Back-Up Advancing Agent, the Operating Advisor or the\napplicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants\nto furnish a report (together with a copy thereof in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by\nthe Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the\napplicable party required to furnish, or cause to be furnished, such report under this Section 10.10) to the Certificate Administrator,\nthe Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable\nOther Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished on behalf of the\nSpecial Servicer) and the Depositor, and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling\nClass Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13\nof this Agreement, the Rule 17g-5 Information Provider, to the effect that (i) it has obtained a representation regarding\ncertain matters from the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied\nwith the Relevant Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards\nfor attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether\nsuch Reporting Servicer’s compliance with the Relevant Servicing Criteria\n\n - 513 - \n\n \n\nwas fairly stated in all material respects,\nor it is not expressing an overall opinion regarding such Reporting Servicer’s assessment of compliance with the Relevant Servicing\nCriteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report\nwhy it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with\nRules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the Exchange Act. Such report must be available for general\nuse and not contain restricted use language. Copies of such statement will be provided to any Trust Certificateholder, upon the written\nrequest thereof, by the Certificate Administrator.\n\nPromptly after receipt of\nsuch report from the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Back-Up Advancing Agent\n(if applicable), the Operating Advisor or any Servicing Function Participant, (i) the Depositor and each Other Depositor may review\nthe report and, if applicable, consult with the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the\nBack-Up Advancing Agent (if applicable) or the Operating Advisor as to the nature of any defaults by the Master Servicer, the Special\nServicer, the Certificate Administrator, the Custodian, the Back-Up Advancing Agent (if applicable), the Operating Advisor or any Servicing\nFunction Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans,\nas the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s,\nthe Custodian’s, the Back-Up Advancing Agent’s (if applicable), the Operating Advisor’s or the applicable Servicing\nFunction Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement, and (ii) the\nCertificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to this Section relates\nto an assessment of compliance meeting the requirements of Section 10.09 of this Agreement and notify the Depositor of any\nexceptions.\n\nSection 10.11            \nSignificant Obligors.\n\n(a)               \n[RESERVED]\n\n(b)              \nWith respect to any Significant Obligor with respect to an Other Securitization Trust as to which the applicable Other Depositor\nhas notified the Master Servicer that such Significant Obligor with respect to such Other Securitization Trust exists, to the extent that\nthe Master Servicer is in receipt of the updated financial statements of such Significant Obligor for any calendar quarter (other than\nthe fourth calendar quarter of any calendar year), beginning with the first calendar quarter following receipt of notice from the Other\nDepositor that such Significant Obligor with respect to such Other Securitization Trust exists, or the updated financial statements of\nsuch Significant Obligor for any calendar year, beginning for the calendar year following such notice from the Other Depositor, as applicable,\nthe Master Servicer shall deliver to the Other Depositor and the Other Exchange Act Reporting Party of such Other Securitization Trust,\non or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or four\n(4) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement\nreceipt occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or fourteen (14)\nor more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of\nsuch\n\n - 514 - \n\n \n\nSignificant Obligor, together with the\nnet operating income of such Significant Obligor for the applicable period as calculated by the Master Servicer in accordance with CREFC®\nguidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Days prior to the related Significant Obligor\nNOI Quarterly Filing Deadline or less than fourteen (14) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline,\nas applicable, such financial statements of such Significant Obligor, together with the net operating income of such Significant Obligor\nfor the applicable period as reported by the related Mortgagor in such financial statements.\n\nIf the Master Servicer does\nnot receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case\nmay be, of any Significant Obligor with respect to an Other Securitization Trust by the date on which such financial information is required\nto be delivered under the related Loan Documents, the Master Servicer (i) shall use efforts consistent with the Servicing Standard\n(taking into account, in addition, the ongoing reporting obligations of the related Other Depositor under the Exchange Act) to obtain\nthe periodic financial statements of the related Mortgagor under the related Loan Documents, (ii) shall (and shall cause each applicable\nSub-Servicing Agreement to require any related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer)\nattempts to contact the related Mortgagor to obtain the required financial information, and (iii) if unsuccessful, shall, no later than\nfive (5) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or the related Significant Obligor\nNOI Yearly Filing Deadline, as applicable, forward an Officer’s Certificate evidencing its attempts to obtain this information to\nthe Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization Trust.\n\nFor the avoidance of doubt,\nthe Special Servicer shall be responsible for collecting the financial statements and calculating net operating income with respect to\nSpecially Serviced Mortgage Loans and REO Properties as provided in Section 3.03(a) and Section 4.02(b).\n\nSection 10.12            \nIndemnification. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Administrator, the Custodian and the Back-Up Advancing Agent (each an “Indemnifying Party”) shall indemnify\nand hold harmless each Certification Party, the Depositor, each Other Depositor, any employee, director or officer of the Depositor or\nany Other Depositor, and each other person, if any, who controls the Depositor or any Other Depositor within the meaning of either Section 15\nof the Securities Act or Section 20 of the Exchange Act from and against any claims, losses, damages, penalties, fines, forfeitures,\nlegal fees and expenses and related costs, judgments and other costs and expenses (including without limitation reasonable attorney’s\nfees and expenses related to the enforcement of this indemnity and the costs of investigation, legal defense and any amounts paid in settlement\nof any claim or litigation) incurred by such indemnified party arising out of: (i) the failure of any Indemnifying Party to perform\nits obligations under this Article X; (ii) the failure of any Servicing Function Participant or Additional Servicer retained\nby it (other than a Mortgage Loan Seller Sub-Servicer) to perform its obligations under this Article X; (iii) any untrue\nstatement of a material fact contained in any information (x) regarding the Indemnifying Party or any Servicing Function Participant,\nAdditional Servicer or Subcontractor engaged by it (other than any Mortgage Loan Seller Sub-Servicer), (y) prepared by any such\nparty described in clause (x) or any registered public accounting firm, attorney or other agent retained by such party to prepare\nsuch information and\n\n - 515 - \n\n \n\n(z) delivered by or on behalf of such\nIndemnifying Party in connection with the performance of such Indemnifying Party’s obligations described in this Article X,\nor the omission to state in any such information a material fact necessary to make the statements therein, in the light of the circumstances\nunder which they were made, not misleading; *provided*, that such Indemnifying Party shall be entitled to participate at its own\nexpense in any action arising out of the foregoing and the Depositor shall consult with such Indemnifying Party with respect to any litigation\nor audit strategy, as applicable, in connection with the foregoing and any potential settlement terms related thereto (*provided*\nthat any such consultation shall be non-binding); (iv) negligence, bad faith or willful misconduct on the part of the Master\nServicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Custodian\nor the Back-Up Advancing Agent, as applicable, in the performance of such obligations; or (v) any Deficient Exchange Act Deliverable with\nrespect to such Indemnifying Party.\n\nIn addition, each of the\nMaster Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Custodian\nand the Back-Up Advancing Agent shall cooperate (and (i) with respect to each Servicing Function Participant and Additional Servicer of\nsuch party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function\nParticipant or Additional Servicer to cooperate, and (ii) with respect to any other Servicing Function Participant or Additional Servicer\nof such party, shall cause such Servicing Function Participant or Additional Servicer to cooperate) with the Depositor or any Other Depositor,\nas applicable, as necessary for the Depositor or any Other Depositor, as applicable, to conduct any reasonable due diligence necessary\nto evaluate and assess any material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting\nrequirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder\n(“Reporting Requirements”).\n\nIn connection with comments\nprovided to the Depositor or any Other Depositor from the Commission regarding (x) information delivered by the Master Servicer, the Special\nServicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Custodian, the Back-Up Advancing\nAgent, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”), (y)\ninformation regarding such Affected Reporting Party, and/or (z) information prepared by such Affected Reporting Party or any registered\npublic accounting firm, attorney or other agent retained by such party to prepare such information, which information is contained in\na report filed by the Depositor or any Other Depositor under the Reporting Requirements and which comments are received subsequent to\nthe Depositor’s or any Other Depositor’s filing of such report, the Depositor or any Other Depositor shall promptly provide\nto such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected Reporting Party shall\nbe responsible for timely preparing a written response to the Commission for inclusion in the Depositor’s or any Other Depositor’s\nresponse to the Commission, unless such Affected Reporting Party elects, with the consent of the Depositor or any Other Depositor, as\napplicable (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission and negotiate\na response and/or resolution with the Commission; *provided*, if an Affected Reporting Party is a Servicing Function Participant\nor Additional Servicer retained by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant\nto this paragraph. If such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such\n\n - 516 - \n\n \n\nresponse and/or resolution with the Commission\nin a timely manner; *provided*, that (i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or\nany Other Depositor informed of its progress with the Commission and copy the Depositor or any Other Depositor on all correspondence with\nthe Commission and provide the Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s or Other\nDepositor’s expense) in any telephone conferences and meetings with the Commission and (ii) the Depositor or any Other Depositor\nshall cooperate with such Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond\nto and negotiate directly with the Commission with respect to any comments from the Commission relating to such Affected Reporting Party\nand to notify the Commission of such authorization. The Depositor (or any Other Depositor) and the applicable Affected Reporting Party\nshall cooperate and coordinate with one another with respect to any requests made to the Commission for extension of time for submitting\na response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor\n(including reasonable legal fees and expenses of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection\nwith the foregoing (other than those costs and expenses required to be at the Depositor’s or any Other Depositor’s expense\nas set forth above) and any amendments to any reports filed with the Commission related to the foregoing shall be promptly paid by the\napplicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor, as the case may be.\nEach of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian and the Back-Up\nAdvancing Agent shall use commercially reasonable efforts to cause any Servicing Function Participant or Additional Servicer retained\nby it to comply with the foregoing by inclusion of similar provisions (or by inclusion of a reference to, and an obligation to comply\nwith, this paragraph) in the related sub-servicing or similar agreement.\n\nThe Master Servicer, the\nSpecial Servicer, the Operating Advisor, the Custodian, the Back-Up Advancing Agent and the Certificate Administrator shall cause each\nServicing Function Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function\nParticipant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing\nFunction Participant) to indemnify and hold harmless each Certification Party, the Depositor, each Other Depositor, any employee, director\nor officer of the Depositor or any Other Depositor, and each other person, if any, who controls the Depositor or any Other Depositor within\nthe meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all claims,\nlosses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses\n(including without limitation reasonable attorneys’ fees and expenses related to the enforcement of such indemnity and the costs\nof investigation, legal defense and any amounts paid in settlement of any claim or litigation) incurred by such indemnified party arising\nout of (i) a breach of its obligations to provide any of the annual compliance statements or annual servicing criteria compliance\nreports or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement, (ii) negligence, bad\nfaith or willful misconduct on its part in the performance of such obligations, (iii) other than in the case of the Operating Advisor, any\nfailure by such Servicer (as defined in Section 10.02(b)) to identify a Servicing Function Participant pursuant to Section 10.02(c),\nor (iv) any Deficient Exchange Act Deliverable with respect to such Servicing Function Participant.\n\n - 517 - \n\n \n\nIf the indemnification provided\nfor in, or contemplated by, any of the preceding paragraphs of this Section 10.12 is unavailable or insufficient to hold harmless\nany Certification Party, the Depositor, any Other Depositor, any employee, director or officer of the Depositor or any Other Depositor,\nor any other person who controls the Depositor or any Other Depositor within the meaning of either Section 15 of the Securities Act\nor Section 20 of the Exchange Act, then the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer, the Certificate Administrator, the Back-Up Advancing Agent, the Additional Servicer or other Servicing Function Participant\n(the “Performing Party”) shall contribute to the amount paid or payable to the indemnified party as a result of the\nlosses, claims, damages or liabilities of the indemnified party in such proportion as is appropriate to reflect the relative fault of\nthe indemnified party on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s\nobligations pursuant to this Article X (or breach of its obligations under the applicable sub-servicing or primary servicing\nagreement to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports) or\nthe Performing Party’s negligence, bad faith or willful misconduct in connection therewith. The Master Servicer, the Special Servicer,\nthe Operating Advisor, the Back-Up Advancing Agent and the Certificate Administrator shall cause each Servicing Function Participant of\nsuch party that is not a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function Participant of such party that\nis a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant) to\nagree to the foregoing indemnification and contribution obligations. This Section 10.12 shall survive the termination of this\nAgreement or the earlier resignation or removal of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer, the Trustee or the Certificate Administrator.\n\nSection 10.13            \nAmendments. This Article X may be amended by the parties hereto pursuant to Section 12.07 of this Agreement\nfor purposes of complying with Regulation AB, the Act or the Exchange Act and/or to conform to standards developed within the commercial\nmortgage-backed securities market and the Sarbanes-Oxley Act or for purposes of designating the Certifying Person without any\nOpinions of Counsel, Officer’s Certificates, Rating Agency Confirmations or the consent of any Trust Certificateholder or Uncertificated\nInterest Owner, notwithstanding anything to the contrary contained in this Agreement.\n\nSection 10.14            \nRegulation AB Notices. With respect to any notice required to be delivered by the Certificate Administrator to the Depositor\npursuant to this Article X, the Certificate Administrator may deliver such notice, notwithstanding any contrary provision in this\nAgreement, via facsimile and electronic mail to Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street, 6th Floor, New\nYork, New York 10013, Attention: Richard Simpson, e-mail: *richard.simpson@citi.com,* with a copy to Citigroup Commercial Mortgage\nSecurities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Raul Orozco, e-mail: *raul.d.orozco@citi.com*,\nand with a copy to Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention:\nRyan M. O’Connor, e-mail: *ryan.m.oconnor@citi.com*, or to such other address(es), facsimile numbers and/or electronic\nmail addresses as may be designated by the Depositor.\n\nSection 10.15            \nTermination of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the\nDepositor may terminate the Certificate Administrator upon five (5) Business Days’ notice if the Certificate Administrator fails\nto comply\n\n - 518 - \n\n \n\nwith any of its obligations under this Article\nX; *provided* that (a) such termination shall not be effective until a successor Certificate Administrator shall have accepted\nthe appointment, (b) the Certificate Administrator may not be terminated if (i) it cannot perform its obligations due to its\nfailure to properly prepare or file on a timely basis, on behalf of the Trust, any Form 8-K, Form 10-K, Form 10-D\nor Form ABS-EE or any amendments to such forms or any Form 12b-25 where such failure results from the Certificate Administrator’s\ninability or failure to receive, within the exact time frames set forth in this Agreement any information, approval, direction or signature\nfrom any other party hereto needed to prepare, arrange for execution or file any such Form 8-K, Form 10-K, Form 10-D\nor Form ABS-EE or any amendments to such forms or any Form 12b-25 not resulting from its own negligence, bad faith or willful\nmisconduct, or (ii) following the Certificate Administrator’s failure to comply with any of such obligations under this Article\nX on or prior to the dates by which such obligations are to be performed pursuant to, and as set forth in, such Sections, the Certificate\nAdministrator subsequently complies with such obligations before the Depositor gives written notice to it that it is terminated in accordance\nwith this Section 10.15, and (c) if the Certificate Administrator’s failure to comply does not cause it to fail in its\nobligations to timely file, on behalf of the Trust, the related Form 8-K, Form 10-D, Form ABS-EE or Form 10-K,\nas the case may be, by the related deadline for filing such Form 8-K, Form 10-D, Form ABS-EE or Form 10-K,\nthen the Depositor shall cease to have the right to terminate the Certificate Administrator under this Section 10.15 on the\ndate on which such Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is so filed.\n\nSection 10.16            \nTermination of the Master Servicer or the Special Servicer. Notwithstanding anything to the contrary contained in this Agreement,\nthe Depositor may terminate the Master Servicer or the Special Servicer upon five (5) Business Days’ notice if the Master Servicer\nor the Special Servicer, as applicable, fails to comply with any of its respective obligations under this Article X and such failure\nis not remedied within (A) one (1) Business Day in the case of a failure to comply with any obligation under Sections 10.02, 10.04,\n10.07 and 10.11 or to otherwise deliver any item relating to a Reportable Event under this Article X, or (B) five (5)\nBusiness Days in the case of a failure to comply with any obligation under this Article X that is not described in clause (A) above;\n*provided* that such termination shall not be effective until a successor master servicer or special servicer, as applicable, shall\nhave accepted the appointment.\n\nSection 10.17            \nTermination of Sub-Servicing Agreements. For so long as the Trust or any Other Securitization Trust is subject to the\nreporting requirements of the Exchange Act, each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator\nand the Trustee, as applicable, shall (i) cause each Sub-Servicing Agreement (with respect to the Master Servicer or the Special\nServicer) or sub-servicing agreement (with respect to any other Servicer) to which it is a party to entitle the Depositor to terminate\nsuch agreement (without compensation, termination fee or the consent of any other Person) at any time following any failure of the applicable\nSub-Servicer or sub-servicer, as applicable, to deliver any Exchange Act reporting items that such Sub-Servicer or sub-servicer,\nas applicable, is required to deliver under Regulation AB or as otherwise contemplated by this Article X and (ii) promptly\nnotify the Depositor following any failure of the applicable Sub-Servicer or sub-servicer, as applicable, to deliver any Exchange\nAct reporting items that such Sub-Servicer or sub-servicer, as applicable, is required to deliver under Regulation AB or as otherwise\ncontemplated by this Article X. The Depositor is hereby authorized to exercise the rights described in clause (i) of the preceding\nsentence in its sole discretion. The rights of the Depositor to terminate a Sub-Servicing Agreement (with respect to the Master Servicer\nor the Special\n\n - 519 - \n\n \n\nServicer) or sub-servicing agreement (with\nrespect to any other Servicer) as aforesaid shall not limit any right Master Servicer, the Special Servicer, the Custodian, the Certificate\nAdministrator or the Trustee, as applicable, may have to terminate such Sub-Servicing Agreement or sub-servicing agreement, as\napplicable.\n\nSection 10.18            \nNotification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan.\n\n(a)               \nAny other provision of this Article X to the contrary notwithstanding, including, without limitation, any deadlines\nfor delivery set forth in this Article X, in connection with the requirements contained in this Article X that provide\nfor the delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting Party\nof any Other Securitization Trust that includes a Serviced Companion Loan, no party hereunder shall be obligated to provide any such items\nto or cooperate with such Other Depositor or Other Exchange Act Reporting Party until the Other Depositor or Other Exchange Act Reporting\nParty of such Other Securitization Trust has provided each party hereto with not less than 30 days written notice (or, in each case,\nsuch shorter period as required for such Other Depositor or Other Exchange Act Reporting Party to comply with related filing obligations,\n*provided* that (i) such Other Depositor or Other Exchange Act Reporting Party, as applicable, has provided written notice as soon\nas reasonably practicable and, concurrently with such written notice, obtained verbal confirmation of receipt of such written notice,\nin each case, in accordance with Section 12.04 of this Agreement and (ii) such period shall not be less than 3 Business Days)\n(which shall only be required to be delivered once), (i) setting forth the contact information for such Person(s) and, except as\nregards the deliveries and cooperation contemplated by Section 10.08, Section 10.09 and Section 10.10\nof this Agreement, stating that such Other Securitization Trust is subject to the reporting requirements of the Exchange Act, and (ii) specifying\nin reasonable detail the information and other items not otherwise specified in this Agreement that are requested to be delivered; *provided*\nthat if Exchange Act reporting is being requested, such Other Depositor or Other Exchange Act Reporting Party is only required to provide\na single written notice to such effect; *provided further*, that this notice requirement does not apply to any Serviced Companion\nLoan that is included in any Other Securitization as of the Closing Date. Any reasonable cost and expense of the Master Servicer, Special\nServicer, Operating Advisor, Asset Representations Reviewer, Custodian, Back-Up Advancing Agent and Certificate Administrator in cooperating\nwith such Other Depositor or Other Exchange Act Reporting Party of such Other Securitization Trust (above and beyond their expressed duties\nhereunder) shall be the responsibility of such Other Depositor or Other Securitization Trust. The parties hereto shall have the right\nto confirm in good faith with the Other Depositor of such Other Securitization Trust as to whether applicable law requires the delivery\nof the items identified in this Article X to such Other Depositor and Other Exchange Act Reporting Party of such Other Securitization\nTrust prior to providing any of the reports or other information required to be delivered under this Article X in connection\ntherewith and (i) upon such confirmation, the parties shall comply with the deadlines for delivery set forth in this Article X\nwith respect to such Other Securitization Trust or (ii) in the absence of such confirmation, the parties shall not be required to deliver\nsuch items; *provided* that no such confirmation will be required in connection with any delivery of the items contemplated by Section 10.08,\nSection 10.09\n\n - 520 - \n\n \n\nand Section 10.10 of this\nAgreement. Such confirmation shall be deemed given if the Other Depositor or Other Exchange Act Reporting Party for the Other Securitization\nTrust provides a written statement to the effect that the Other Securitization Trust is subject to the reporting requirements of the Exchange\nAct and the appropriate party hereto receives such written statement. The parties hereunder shall also have the right to require that\nsuch Other Depositor provide them with the contact details of such Other Depositor, Other Exchange Act Reporting Party and any other parties\nto the Other Pooling and Servicing Agreement relating to such Other Securitization Trust.\n\n(b)              \nEach of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written\nrequest given in accordance with the terms of Section 10.18(a) above, and subject to a right of the Master Servicer, the Special\nServicer, the Certificate Administrator or the Trustee, as the case may be, to review and approve such disclosure materials, permit a\nholder of a related Serviced Companion Loan to use such party’s description contained in the Prospectus (updated as appropriate\nby the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, at the reasonable cost of the\nholder of such Serviced Companion Loan) for inclusion in the disclosure materials relating to any securitization of a Serviced Companion\nLoan.\n\n(c)               \nThe Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request\ngiven in accordance with the terms of Section 10.18(a) above, shall each timely provide (to the extent the reasonable cost\nthereof is paid or caused to be paid by the holder of the related Serviced Companion Loan) to the Other Depositor and any underwriters\nwith respect to any securitization transaction that includes a Serviced Companion Loan such opinion(s) of counsel, certifications and/or\nindemnification agreement(s) with respect to the updated description referred to in Section 10.18(b) with respect to such\nparty, substantially identical to those, if any, delivered by the Master Servicer, the Special Servicer, the Trustee or the Certificate\nAdministrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the Prospectus\nand/or any other disclosure materials relating to this Trust (updated as deemed appropriate by the Master Servicer, the Special Servicer,\nthe Trustee or the Certificate Administrator, or their respective legal counsel, as the case may be). None of the Master Servicer, the\nSpecial Servicer, the Trustee or the Certificate Administrator shall be obligated to deliver any such item with respect to the securitization\nof a Serviced Companion Loan if it did not deliver a corresponding item with respect to this Trust.\n\n(d)              \nEach of the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator, upon reasonable prior written\nrequest given in accordance with the terms of Section 10.18(a) above, shall provide (to the extent the reasonable cost thereof\nis paid or caused to be paid by the applicable party set forth below in this Section 10.18(d)) to the Other Depositor and\nthe trustee under the Other Pooling and Servicing Agreement related to any Other Securitization Trust the following: (i) any information\n(including, but not limited to, disclosure information) required for such Other Securitization Trust to comply in a timely manner with\napplicable filing requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or\nindemnification\n\n - 521 - \n\n \n\nagreement(s) with respect to such information\nthat are substantially similar to those delivered by the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator,\nas the case may be, or their respective counsel, in connection with the information concerning such party in the Prospectus and/or any\nother disclosure materials relating to this Trust.\n\nIn the case of a Form 8-K\nthat is filed by or on behalf of an Other Securitization Trust in connection with the closing of this Series 2026-V22 securitization transaction,\nthe reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on behalf\nof the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, pursuant to this Section 10.18(d)\nshall be paid or caused to be paid by the applicable Serviced Companion Loan Holder that transferred the related Serviced Companion Loan\nto the related Other Depositor for inclusion in such Other Securitization Trust.\n\nIn the case of a Form 8-K\nthat is filed by or on behalf of an Other Securitization Trust as a result of the termination, removal, resignation or any other replacement\nof the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement, the reasonable cost of\nthe information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on behalf of the Master Servicer,\nthe Special Servicer, the Certificate Administrator or the Trustee, as the case may be, pursuant to this Section 10.18(d)\nshall be paid or caused to be paid by the same party or parties required to pay the costs and expenses relating to such termination, removal,\nresignation or other replacement pursuant to this Agreement.\n\nSection 10.19            \nTermination of Exchange Act Filings With Respect to the Trust. On or prior to January 30th of the first year in which\nthe Depositor shall provide notice to the Certificate Administrator of its ability under applicable law, to suspend its Exchange Act filings\nwith respect to the Trust, the Certificate Administrator shall prepare and file a Form 15 Suspension Notification relating to the suspension\nof reporting in respect of the Trust under the Exchange Act or any other form necessary to be filed with the Commission to suspend such\nreporting obligations. With respect to any reporting period occurring after the filing of such form, the obligations of the parties to\nthis Agreement under Section 10.04, Section 10.05, Section 10.06 and Section 10.07, solely\ninsofar as they relate to the Trust, shall be suspended. The Certificate Administrator shall provide prompt notice to the Mortgage Loan\nSellers and all other parties hereto that such form has been filed. If, after the filing of a Form 15 Suspension Notification or other\napplicable form, the Depositor shall provide notice to the Certificate Administrator that it is required to resume its Exchange Act filings\nwith respect to the Trust, the Certificate Administrator shall recommence preparing and filing reports on Forms 10-K, 10-D, ABS-EE\nand 8-K with respect to the Trust as required pursuant to Section 10.04,\n\n - 522 - \n\n \n\nSection 10.05, Section 10.06\nand Section 10.07, and all parties’ obligations under this Article X shall recommence.\n\nArticle\nXI\n\nASSET REVIEW PROVISIONS\n\nSection 11.01            \nAsset Review.\n\n(a)               \nOn or prior to each Distribution Date, based on the CREFC® Delinquent Loan Status Report and/or the CREFC®\nLoan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine\nif an Asset Review Trigger has occurred during the related Collection Period. If an Asset Review Trigger is determined to have occurred,\nthe Certificate Administrator shall promptly provide notice to the Asset Representations Reviewer, the Master Servicer, the Special Servicer,\nall Certificateholders and the Uncertificated VRR Interest Owner. Any notice required to be delivered to the Certificateholders and the\nUncertificated VRR Interest Owner pursuant to this Article XI shall be delivered by the Certificate Administrator (i) by posting\nsuch notice on the Certificate Administrator’s Website and (ii) by mailing such notice to the Certificateholders’ addresses\nor the Uncertificated VRR Interest Owner’s address appearing in the Certificate Register in the case of Definitive Certificates\nor the Uncertificated VRR Interest and by delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate\nAdministrator shall include in the Form 10-D relating to the Collection Period in which the Asset Review Trigger occurred, notice\nof its determination together with the following statement describing the events that caused the Asset Review Trigger to occur: “As\nof the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent and an Asset Review Trigger\nas defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring after providing such notice\nto Certificateholders and the Uncertificated VRR Interest Owner, the Certificate Administrator, based on information provided to it by\nthe Master Servicer and/or the Special Servicer, as applicable, shall determine whether (1) any additional Mortgage Loan has become\na Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased\nto exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver\nsuch information in a written notice (which may be via email) in the form of Exhibit LL within two (2) Business Days of such\ndetermination to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.\n\nIf Certificateholders evidencing\nnot less than 5% of the Pooled Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days after the\nfiling of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence an\nAsset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly provide written notice\nthereof to the Asset Representations Reviewer and to all Certificateholders and conduct a solicitation of votes in accordance with Section 5.12\nregarding whether to authorize an Asset Review. In the event there is an affirmative vote to authorize an Asset Review by Holders of Certificates\nevidencing at least a majority of an Asset Review Quorum\n\n - 523 - \n\n \n\nwithin 150 days of receipt of the Asset\nReview Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written\nnotice thereof (the “Asset Review Notice”) to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers,\nthe applicable Directing Holder, the Risk Retention Consultation Parties and the other Certificateholders (such notice to Certificateholders\nto be effected by posting such notice on the Certificate Administrator’s Website and by mailing such notice to the Certificateholders’\naddresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository\nin the case of Book-Entry Certificates). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request\naccess to the Secure Data Room by providing the Certificate Administrator with a certification substantially in the form attached hereto\nas Exhibit KK. Upon receipt of such certification, the Certificate Administrator shall grant the Asset Representations Reviewer\naccess to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following\nthe receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset\nRepresentations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has\nbecome a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a result\nor an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has received an Asset Review Vote Election within\n90 days after the filing of a Form 10-D reporting the occurrence of the events described in clauses (A) and (B) in this\nsentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described\nin clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder\nmay make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket\nexpenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust\nfrom the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through\nan agent. For the avoidance of doubt, the Asset Representations Reviewer shall not perform any Asset Review with respect to a Trust Subordinate\nCompanion Loan at any time.\n\n(b)              \n(i)                        Upon receipt from the Certificate Administrator of an Asset Review Notice with respect to a Delinquent Loan, the Custodian\n(with respect to clauses (1) through (5) below for all of the Mortgage Loans), the Master Servicer (with respect to clause (6)\nbelow for Non-Specially Serviced Loans) and the Special Servicer (with respect to clause (6) below for Specially Serviced Loans)\nshall promptly (but (except with respect to clause (6)) in no event later than ten (10) Business Days after receipt of such notice\nfrom the Certificate Administrator) provide, in electronic format, the following materials for such Delinquent Loan, in each case to the\nextent in such party’s possession, to the Asset Representations Reviewer (collectively, with the Diligence Files posted on the Secure\nData Room by the Certificate Administrator pursuant to Section 4.09, a copy of the Prospectus, a copy of each related Mortgage\nLoan Purchase Agreement and a copy of this Agreement, the “Review Materials”):\n\n(1)       a\ncopy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that is subject\nto an Asset Review;\n\n - 524 - \n\n \n\n(2)       a\ncopy of an assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in favor of the Trustee,\nwith evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;\n\n(3)       \na copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already\ncovered pursuant to items (1) or (2) above;\n\n(4)       a\ncopy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent\nLoan that is subject to an Asset Review;\n\n(5)       a\ncopy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related to each\nDelinquent Loan that is subject to an Asset Review; and\n\n(6)       any\nother related documents that are required to be part of the Review Materials and requested to be delivered by the Master Servicer (with\nrespect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the Asset Representations\nReviewer pursuant to clause (vii) below of this Section 11.01(b).\n\n \n\n(ii)                         Notwithstanding\nthe foregoing, the Mortgage Loan Seller will not be required to deliver any information that is proprietary to the Mortgage Loan Seller\nor any draft documents, privileged or internal communications, credit underwriting or due diligence analysis.\n\n(iii)                      The Asset Representations\nReviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person that is not a party to this\nAgreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be independently verified (without unreasonable\neffort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations Reviewer in its good faith and\nsole discretion to be relevant to the Asset Review conducted pursuant to this Section 11.01 (any such information, “Unsolicited\nInformation”).\n\n(iv)                     Upon receipt by\nthe Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files posted to the Secure Data Room with respect\nto a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance of\neach Delinquent Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset Review”).\nThe Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made by the related\nMortgage Loan Seller with respect to such Delinquent Loan in accordance with the Asset Review Standard and the procedures set forth on\n\n - 525 - \n\n \n\nExhibit JJ (each such procedure,\na “Test”). Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall be required in respect\nof, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or again become a\nDelinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the\noccurrence of such new Asset Review Trigger.\n\n(v)                              No Certificateholder\nor Uncertificated VRR Interest Owner shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer\nshall not be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited\nInformation.\n\n(vi)                           The Asset Representations\nReviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent investigation or\nverification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively rely on such\nReview Materials.\n\n(vii)                        In connection\nwith an Asset Review, the Asset Representations Reviewer shall comply with the following procedures with respect to each Delinquent Loan:\n\n(A)            \nWithin 10 Business Days after the date on which the Review Materials identified in clauses (i) through (v) of the definition\nof “Review Materials” have been received by the Asset Representations Reviewer with respect to such Delinquent Loan or in\nany event within 15 days after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer\nby the Certificate Administrator, in the event that the Asset Representations Reviewer reasonably determines that any Review Materials\nmade available or delivered to the Asset Representations Reviewer are missing any documents required to complete any Test for such Delinquent\nLoan, the Asset Representations Reviewer shall promptly notify the Master Servicer (with respect to Non-Specially Serviced Loans)\nor the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing documents, and request that the Master\nServicer or the Special Servicer, as applicable, promptly (but in no event later than 10 Business Days after receipt of notification from\nthe Asset Representations Reviewer) deliver to the Asset Representations Reviewer such missing documents in its possession; *provided*\nthat any such notification and/or request shall be in writing, specifically identifying the documents being requested and sent to the\nnotice address for the related party set forth in Section 12.04 of this Agreement. In the event any missing documents are\nnot provided by the Master Servicer or the Special Servicer, as applicable, within such 10-Business Day period, the Asset Representations\nReviewer shall request such documents from the related Mortgage Loan Seller; *provided* that the Mortgage Loan Seller will be required\nunder the related Mortgage Loan Purchase Agreement to deliver any such missing documents only to the extent such documents are in the\npossession of the Mortgage\n\n - 526 - \n\n \n\nLoan Seller; and *provided*, *further*,\nthat the Mortgage Loan Seller will not be required to provide any documents that are proprietary to the related originator or the Mortgage\nLoan Seller or any draft documents, privileged or internal communications, credit underwriting or due diligence analysis.\n\n(B)             \nFollowing the events in clause (A) above, and within 45 days after the date on which access to the Secure Data Room is\nprovided to the Asset Representations Reviewer by the Certificate Administrator, the Asset Representations Reviewer shall prepare a preliminary\nreport with respect to such Delinquent Loan setting forth (i) the preliminary results of the application of the Tests, (ii) if applicable,\nwhether the Review Materials for such Delinquent Loan are insufficient to complete any Test, (iii) a list of any applicable missing documents\ntogether with the reasons why such missing documents are necessary to complete any Test, and (iv) (if the Asset Representations Reviewer\nhas so concluded) whether the absence of such documents will be deemed to be a failure of such Test (collectively, the “Preliminary\nAsset Review Report”). The Asset Representations Reviewer shall provide each Preliminary Asset Review Report to the Special\nServicer, who shall promptly, but in no event later than 10 Business Days of receipt thereof, provide the Preliminary Asset Review Report\nto the applicable Mortgage Loan Seller. The Asset Representations Reviewer shall include the following statement in the related correspondence\nwhen providing each Preliminary Asset Review Report to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special\nServicer (with respect to Specially Serviced Loans): “This is a Preliminary Asset Review Report regarding an Asset Review under\nSection 11.01 of the Pooling and Servicing Agreement relating to the Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through\nCertificates, Series 2026-V22, requiring action by you as the recipient of such Preliminary Asset Review Report. You are required to deliver\nthe Preliminary Asset Review Report to the applicable Mortgage Loan Seller no later than 10 Business Days after receipt of the Preliminary\nAsset Review Report.” If the Preliminary Asset Review Report indicates that any of the representations and warranties fails or is\ndeemed to fail any Test, the applicable Mortgage Loan Seller shall have 90 days from its receipt of the Preliminary Asset Review\nReport (the “Cure/Contest Period”) to remedy or otherwise refute the failure. The applicable Mortgage Loan Seller will be\nrequired under the related Mortgage Loan Purchase Agreement to provide to the Special Servicer and the Asset Representations Reviewer\nany documents or any explanations to support (i) a conclusion that a subject representation and warranty has not failed a Test or (ii)\na claim that any missing documents in the Review Materials are not required to complete a Test.\n\n(C)             \nWithin the later of (x) 60 days after the date on which access to the Secure Data Room is provided to the Asset Representations\nReviewer by the Certificate Administrator, and (y) 10 Business Days after the expiration of the Cure/Contest Period, the Asset Representations\nReviewer\n\n - 527 - \n\n \n\nshall complete an Asset Review with respect\nto each Delinquent Loan and deliver (i) a report, substantially in the form attached hereto as Exhibit HH, setting forth the\nAsset Representations Reviewer’s findings and conclusions as to whether or not it has determined there is any evidence of a failure\nof any Test based on the Asset Review, together with a statement that the Asset Representations Reviewer’s findings and conclusions\nset forth in such report were not influenced by any third party (an “Asset Review Report”), to each party to this Agreement,\nthe related Mortgage Loan Seller and the Controlling Class Representative (if such Delinquent Loan is not an Excluded Mortgage Loan),\nand (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset\nReview Report Summary”) , substantially in the form attached hereto as Exhibit II, to the Trustee and Certificate\nAdministrator (who shall include such Asset Review Report Summary in the Form 10-D relating to the Collection Period in which such\nAsset Review Report Summary is received and post such Asset Review Report Summary on the Certificate Administrator’s Website in\naccordance with Section 10.04(e)). The period of time by which the Asset Review Report must be completed and delivered may\nbe extended by up to an additional 30 days, upon written notice to the parties to this Agreement and the applicable Mortgage Loan\nSeller(s), if the Asset Representations Reviewer determines pursuant to the Asset Review Standard that such additional time is required\ndue to the characteristics of the Delinquent Loan(s) and/or the Mortgaged Property or Mortgaged Properties. In addition, in the event\nthat the Asset Representations Reviewer does not receive any documentation that it requested from the Master Servicer (with respect to\nPerforming Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans) or the applicable Mortgage Loan Seller in\nsufficient time to allow the Asset Representations Reviewer to complete its Asset Review and deliver an Asset Review Report, the Asset\nRepresentations Reviewer shall prepare the Asset Review Report solely based on the documents received by the Asset Representations Reviewer\nwith respect to the related Delinquent Loan, and the Asset Representations Reviewer shall have no responsibility to independently obtain\nany such documents from any party to this or otherwise.\n\n(viii)                      Within thirty\n(30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer shall determine, based\non the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the Enforcing Servicer determines\nthat a Material Defect exists, the Enforcing Servicer shall enforce the obligations of the related Mortgage Loan Seller with respect\nto such Material Defect in accordance with Section 2.03(a).\n\n(ix)                             In no event may\nthe Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether the Trust should enforce\nany rights it may have against the applicable Mortgage Loan Seller (or, if applicable, against any related guarantor(s) of the applicable\nMortgage Loan Seller’s cure, repurchase and substitutions obligations), which, in each case, shall\n\n - 528 - \n\n \n\nbe the responsibility of the Enforcing\nServicer pursuant to Section 2.03(a) or Section 11.01(b)(viii) of this Agreement.\n\n(c)               \nThe Asset Representations Reviewer and its Affiliates shall keep confidential any information appropriately labeled as, or which\nappears on its face to be, Privileged Information received from any party to this Agreement or any Sponsor (including, without limitation,\nin connection with the review of the Mortgage Loans) and not disclose such information to any Person (including Trust Interest Owners),\nother than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to\nthis Agreement with a notice indicating that such information is or appears to be Privileged Information or (2) pursuant to a Privileged\nInformation Exception. Each party to this Agreement that receives any information appropriately labeled as, or which appears on its face\nto be, Privileged Information from the Asset Representations Reviewer with a notice stating that such information is or appears to be\nPrivileged Information shall not disclose such information to any Person without the prior written consent of the Special Servicer other\nthan pursuant to a Privileged Information Exception. In addition, the Asset Representations Reviewer shall keep all documents and information\nreceived by the Asset Representations Reviewer in connection with an Asset Review that are provided by the applicable Mortgage Loan Seller,\nthe Master Servicer and the Special Servicer confidential and shall not disclose such documents except for purposes of complying with\nits duties and obligations hereunder.\n\n(d)              \nThe Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements\nwith such agents or subcontractors are consistent with the provisions of this Section 11.01; *provided* that no agent\nor subcontractor may (i) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor, the Certificate\nAdministrator, the Trustee, the Controlling Class Representative or any of their respective Affiliates or (ii) have been paid any\nfees, compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator,\nthe Trustee, the Controlling Class Representative or any of their respective Affiliates in connection with due diligence or other services\nwith respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations Reviewer\nshall remain obligated and primarily liable for any Asset Review required hereunder in accordance with the provisions of this Agreement\nwithout diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements or\nby virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under the same terms and conditions\nas if the Asset Representations Reviewer alone were performing its obligations under this Agreement. The Asset Representations Reviewer\nshall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification of the Asset Representations\nReviewer by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.\n\n(e)               \nWith respect to any Delinquent Loan that is an Outside Serviced Mortgage Loan, to the extent any documents required by the Asset\nRepresentations Reviewer to complete a Test are missing or have not been received from the related Mortgage Loan\n\n - 529 - \n\n \n\nSeller, the Asset Representations Reviewer\nshall request such document(s) from the related Outside Servicer (if such Outside Serviced Mortgage Loan is being serviced by an Outside\nServicer) or the related Outside Special Servicer (if such Outside Serviced Mortgage Loan is being serviced by an Outside Special Servicer),\nthe related Outside Trustee and the related Outside Certificate Administrator (and, in each case, such other party as contemplated under\nthe related Outside Servicing Agreement or related Co-Lender Agreement).\n\nSection 11.02            \nPayment of Asset Representations Asset Review Fee and Expenses; Limitation of Liability.\n\n(a)               \nAs compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid as an ongoing fee (the\n“Asset Representations Reviewer Ongoing Fee”), payable monthly from amounts received in respect of each Trust Loan\n(including any Outside Serviced Mortgage Loan), and for any Distribution Date an amount accrued during the related Interest Accrual Period\nat 0.00034% *per annum* (the “Asset Representations Reviewer Ongoing Fee Rate”) on, in the case of the initial\nDistribution Date, the Cut-off Date Balance of such Trust Loan and, in the case of any subsequent Distribution Date, the Stated Principal\nBalance of such Trust Loan as of the close of business on the Distribution Date in such Interest Accrual Period, and shall be calculated\non the same interest accrual basis as such Trust Loan and prorated for any partial periods. The Asset Representations Reviewer Ongoing\nFee shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(a).\n\n(b)              \nUpon the completion of an Asset Review with respect to one or more Delinquent Loans and receipt by the related Mortgage Loan Seller\nof a written invoice from the Asset Representations Reviewer, the related Mortgage Loan Seller is required under the related Mortgage\nLoan Purchase Agreement to pay to the Asset Representations Reviewer within forty-five (45) days after such written invoice a\nfee (the “Asset Representations Reviewer Asset Review Fee”) that is equal to the sum of: (i) $22,000 multiplied by\nthe number of Delinquent Loans subject to such Asset Review (for purposes of this paragraph, the “Subject Loans”),\nplus (ii) $2,200 per Mortgaged Property relating to any Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii)\n$2,900 per Mortgaged Property relating to a Subject Loan subject to a ground lease, plus (iv) $1,700 per Mortgaged Property relating to\na Subject Loan subject to a franchise agreement, hotel management agreement or hotel license agreement, subject, in the case of each of\nclauses (i) through (iv), to adjustments on the basis of the year-end “Consumer Price Index for All Urban Consumers” as published\nby the U.S. Department of Labor, or other similar index if the Consumer Price Index for All Urban Consumers is no longer calculated for\nthe year of the Closing Date and for the year of the occurrence of the Asset Review. The Asset Representations Reviewer Asset Review Fee\nwith respect to each Delinquent Loan shall be paid by the related Mortgage Loan Seller (*provided* that, if any Co-sponsored Mortgage\nLoan is a Delinquent Loan, it shall be treated as one Mortgage Loan for the purposes of assessing any Asset Representations Reviewer Asset\nReview Fee, and each of the related Applicable Co-sponsors shall only be responsible for paying its proportionate share of any such Asset\nRepresentations Reviewer Asset Review Fee attributable to such Co-sponsored Mortgage Loan (in the case of any Co-sponsored\n\n - 530 - \n\n \n\nMortgage Loan, any related Applicable\nCo-sponsor’s proportionate share to be determined according to the proportion that the outstanding principal balance of the portion\nof such Co-sponsored Mortgage Loan evidenced by the related Note(s) contributed to the Trust by such Applicable Co-sponsor bears to the\noutstanding principal balance of the entire such Co-sponsored Mortgage Loan); *provided*, *however*, that if (1) the related\nMortgage Loan Seller is insolvent or (2) at any time after the outstanding Certificate Balances of the Control Eligible Certificates have\nbeen reduced to zero as a result of the allocation of applicable Realized Losses to such Certificates, the related Mortgage Loan Seller\nfails to pay such amount within 90 days following receipt of the Asset Representations Reviewer’s invoice, then such fee (or,\nin the case of a Co-Sponsored Mortgage Loan and a related Applicable Co-sponsor, the applicable portion of such fee) shall be paid by\nthe Trust Fund following delivery by the Asset Representations Reviewer of evidence reasonably satisfactory to the Special Servicer of\nsuch insolvency or failure to pay such amount; and *provided*, *further*, that notwithstanding any payment of such fee (or applicable\nportion thereof, as the case may be) by the Trust to the Asset Representations Reviewer, such fee (or applicable portion thereof, as the\ncase may be) will remain an obligation of the related Mortgage Loan Seller, and the Special Servicer shall determine whether to pursue\n(and, if it determines to do so, shall pursue) remedies against such Mortgage Loan Seller or its insolvency estate to recover any such\namounts to the extent paid by the Trust. If paid by the Trust Fund as described in the immediately preceding sentence, the Asset Representations\nReviewer Asset Review Fee with respect to each Delinquent Loan shall be payable from funds on deposit in the Collection Account as set\nforth in Section 3.06(a).\n\n(c)               \nNotwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included\nin the Purchase Price for any such Delinquent Loan that was the subject of a completed Asset Review that is repurchased by a Mortgage\nLoan Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations Reviewer or the Trust,\nas the case may be, for such fees pursuant to Section 11.02(b).\n\n(d)              \nThe Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed\nby this Agreement.\n\nSection 11.03            \nResignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged from\nits obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency. In addition,\nthe Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer, and shall resign if it fails to be\nan Eligible Asset Representations Reviewer (and such failure results in an Asset Representations Reviewer Termination Event) by giving\nwritten notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator\nand the applicable Directing Holder. Upon such notice of resignation, the Depositor shall promptly appoint a successor asset representations\nreviewer that is an Eligible Asset Representations Reviewer. No resignation of the Asset Representations Reviewer will be effective until\na successor Asset Representations Reviewer that is an Eligible Asset Representations Reviewer has been appointed and accepted the appointment.\nIf no successor Asset Representations Reviewer shall have been so appointed and have accepted appointment within 30 days after the\ngiving of such notice of resignation, the resigning Asset Representations Reviewer may petition any court of\n\n - 531 - \n\n \n\ncompetent jurisdiction for the appointment\nof a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer shall\nbear all costs and expenses of each party hereto and each Rating Agency in connection with its resignation and the transfer of its duties.\n\nSection 11.04            \nRestrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates\nshall make any investment in any Class of Trust Certificates or any Uncertificated Interest; *provided*, *however*, that\nsuch prohibition shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations\nReviewer or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such\nAffiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer\nunder this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its\npersonnel from gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining\naccess to such Affiliate’s information regarding its investment activities.\n\nSection 11.05            \nTermination of the Asset Representations Reviewer.\n\n(a)               \nAn “Asset Representations Reviewer Termination Event” means any one of the following events whether it shall\nbe voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,\nrule or regulation of any administrative or governmental body:\n\n(i)                                  any failure by\nthe Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements or the material breach\nof any of its representations or warranties under this Agreement, which failure shall continue unremedied for a period of thirty (30) days\nafter the date on which written notice of such failure is given to the Asset Representations Reviewer by the Trustee or to the Asset\nRepresentations Reviewer and the Trustee by the Holders of Certificates evidencing at least 25% of the Pooled Voting Rights; *provided*,\n*however*, that with respect to any such failure which is not curable within such 30-day period, the Asset Representations Reviewer\nwill have an additional cure period of 30 days to effect such cure so long as it has commenced to cure such failure within the\ninitial 30-day period and has provided the Trustee and the Certificate Administrator with an Officer’s Certificate certifying\nthat it has diligently pursued, and is continuing to pursue, such cure;\n\n(ii)                               any failure by\nthe Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard in any material\nrespect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice of such failure\nis given to the Asset Representations Reviewer by any party to this Agreement;\n\n(iii)                            any failure\nby the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied for a\nperiod of thirty (30) days following receipt of written notice by the Asset\n\n - 532 - \n\n \n\nRepresentations Reviewer of such failure\nor the Asset Representations Reviewer obtaining actual knowledge of such failure;\n\n(iv)                           a decree or order\nof a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future\nfederal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency,\nreadjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs,\nshall have been entered against the Asset Representations Reviewer, and such decree or order shall have remained in force undischarged\nor unstayed for a period of sixty (60) days;\n\n(v)                              the Asset Representations\nReviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency, readjustment\nof debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the Asset Representations\nReviewer or of or relating to all or substantially all of its property; or\n\n(vi)                           the Asset Representations\nReviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any\napplicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment\nof its obligations.\n\nUpon receipt by the Certificate\nAdministrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator\nshall promptly provide written notice to all Certificateholders and the Uncertificated VRR Interest Owner (and simultaneously deliver\nsuch written notice to the Asset Representations Reviewer) in accordance with the notice distribution procedures described in Section 11.01(a),\nunless the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination Event has been remedied.\nIf an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations\nReviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction of Holders\nof Certificates evidencing not less than 25% of the Pooled Voting Rights (without regard to the application of any Appraisal Reduction\nAmounts), shall, terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other than rights\nand obligations accrued prior to such termination (including the right to receive all amounts accrued and owing to it under this Agreement)\nand other than indemnification rights (arising out of events occurring prior to such termination), by notice in writing to the Asset Representations\nReviewer. The Asset Representations Reviewer is required to bear all reasonable costs and expenses of itself and of each other party to\nthis Agreement in connection with its termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything\nherein to the contrary, the Depositor and each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate\nAdministrator and the Trustee of any Asset Representations Reviewer Termination Event of which it becomes aware.\n\n - 533 - \n\n \n\n(b)              \nUpon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Pooled Voting Rights (without\nregard to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer\nwith a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment by such\nHolders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection\nwith administering such vote, the Certificate Administrator shall promptly provide written notice of such requested vote to the Asset\nRepresentations Reviewer and to all Certificateholders by (i) posting such notice on the Certificate Administrator’s Website,\nand (ii) mailing such notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Asset\nRepresentations Reviewer. Upon the affirmative vote of the Holders of Certificates evidencing at least 75% of the Pooled Voting Rights\nallocable to the Certificates of those Holders that exercise their right to vote (*provided* that Holders representing the applicable\nCertificateholder Quorum exercise their right to vote within 180 days of the initial request for a vote (which, for the avoidance\nof doubt, is the date on which the aforementioned notice was mailed to the Certificateholders)), the Trustee shall terminate all of the\nrights and obligations of the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued prior\nto the date of such termination and other than indemnification rights arising out of events occurring prior to such termination) by notice\nin writing to the Asset Representations Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer, on\nthe one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to vote for\nthe termination or not vote for the termination of the Asset Representations Reviewer. In the event that Holders of the required Certificates\nelect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations reviewer\nshall be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.\n\n(c)               \nOn or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 11.05,\nall of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations\nReviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary\nor appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 30 days after\n(1) the Asset Representations Reviewer resigns pursuant to Section 11.03 of this Agreement or (2) the Trustee delivers\nsuch written notice of termination to the Asset Representations Reviewer, the Depositor (in the case of a resignation of the Asset Representations\nReviewer pursuant to Section 11.03) or the Trustee (in the case of a termination of the Asset Representations Reviewer pursuant\nto Section 11.05(b)), as applicable, shall appoint a successor asset representations reviewer that is an Eligible Asset Representations\nReviewer. The Trustee shall provide written notice of the appointment of an Asset Representations Reviewer to the Master Servicer, the\nSpecial Servicer, the Operating Advisor, the Certificate Administrator, the Directing Holder and each Certificateholder and Uncertificated\nVRR Interest Owner within one Business Day of such appointment. Notwithstanding the foregoing, if the Trustee is unable to find a successor\nasset representations reviewer within thirty (30) days of the termination of the Asset\n\n - 534 - \n\n \n\nRepresentations Reviewer, the Depositor\nshall be permitted, but not obligated, to find a replacement. The Trustee shall not be liable for any failure to identify and appoint\na successor asset representations reviewer so long as the Trustee uses commercially reasonable efforts to conduct a search for a successor\nasset representations reviewer and such failure is not a result of the Trustee’s negligence, bad faith or willful misconduct in\nthe performance of its obligations hereunder.\n\nThe Asset Representations\nReviewer shall at all times be an Eligible Asset Representations Reviewer. If the Asset Representations Reviewer ceases to be an Eligible\nAsset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Depositor, the Master Servicer, the Special\nServicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Holder of such disqualification and, if\nan Asset Representations Reviewer Termination Event occurs as a result, immediately resign under Section 11.03 of this Agreement,\nand a successor asset representations reviewer shall be appointed in accordance with Section 11.03.\n\n(d)              \nUpon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,\nthe Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator\n(who shall, as soon as possible, give written notice thereof to the Certificateholders and the Uncertificated VRR Interest Owner), the\nOperating Advisor, the Mortgage Loan Sellers, the Depositor, each Rating Agency and, prior to the occurrence and continuance of a Consultation\nTermination Event, the Controlling Class Representative. In the event that the Asset Representations Reviewer is terminated, all of its\nrights and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such\ntermination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights\n(arising out of events occurring prior to such termination).\n\nArticle\nXII\n\nMISCELLANEOUS PROVISIONS\n\nSection 12.01      \nCounterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall\nbe deemed to be an original, and such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart\nof a signature page of this Agreement (and, to the extent permitted under applicable law, each officer’s certificate, receipt or\nsimilar closing document delivered in connection with the closing of the transaction contemplated by this Agreement) in Portable Document\nFormat (PDF), Tagged Image File Format (TIF or TIFF), .JPG or .JPEG file format, or by facsimile transmission shall be as effective as\ndelivery of a manually executed original counterpart of this Agreement.\n\nSection 12.02            \nLimitation on Rights of Trust Certificateholders and the Uncertificated Interest Owners. The death or incapacity of any\nTrust Certificateholder or any Uncertificated Interest Owner shall not operate to terminate this Agreement or the Trust Fund, nor entitle\nsuch Trust Certificateholder’s or Uncertificated Interest Owner’s legal representatives or heirs to claim an accounting or\nto take any action or proceeding in any court for a partition or winding up\n\n - 535 - \n\n \n\nof the Trust Fund, nor otherwise affect the\nrights, obligations and liabilities of the parties hereto or any of them.\n\nNo Trust Certificateholder\nor Uncertificated Interest Owner shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control\nthe operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained\nin the terms of the Trust Certificates, be construed so as to constitute the Trust Certificateholders and the Uncertificated Interest\nOwners from time to time as partners or members of an association; nor shall any Trust Certificateholder or Uncertificated Interest Owner\nbe under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.\n\nNo Trust Certificateholder\nor Uncertificated Interest Owner shall have any right to institute any suit, action or proceeding in equity or at law upon or under or\nwith respect to this Agreement, any Mortgage Loan or Serviced Whole Loan, unless such Person previously shall have given to the Trustee\na written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of at least 25% of the\nVoting Rights of any Class of Trust Certificates affected thereby shall have made written request upon the Trustee (with a copy to the\nCertificate Administrator) to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to\nthe Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby,\nand the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute\nany such action, suit or proceeding. It is understood and intended, and expressly covenanted by each Trust Certificateholder with every\nother Trust Certificateholder and the Trustee, that no one or more Holders of Trust Certificates of any Class shall have any right in\nany manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other\nof such Trust Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right\nunder this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Trust Certificates\nof such Class. It is understood and intended, and expressly covenanted by each Uncertificated Interest Owner with every Trust Certificateholder\nand the Trustee, that such Uncertificated Interest Owner shall not have any right in any manner whatever by virtue of any provision of\nthis Agreement to affect, disturb or prejudice the rights of the Holders of Trust Certificates of any Class, or to obtain or seek to obtain\npriority over or preference to any such Holder, or to enforce any right under this Agreement, except in the manner herein provided and\nfor the equal, ratable and common benefit of all Uncertificated Interest Owners. For the protection and enforcement of the provisions\nof this Section, each and every Trust Certificateholder and the Trustee shall be entitled to such relief as can be given either at law\nor in equity.\n\nSection 12.03            \nGoverning Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP\nOF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT\nSHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE\nCHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND\n\n - 536 - \n\n \n\nTHAT THE PROVISIONS OF SECTIONS 5-1401\nAND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.\n\nSection 12.04            \nNotices. Unless otherwise specifically provided in this Agreement, any communications provided for or permitted hereunder\nshall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if (a) personally delivered,\n(b) mailed by registered mail, postage prepaid (except for notices to the Trustee or the Certificate Administrator which shall be\ndeemed to have been duly given only when received), (c) sent by nationally recognized express courier delivery service and received by\nthe addressee, (d) transmitted by facsimile transmission (or any other type of electronic transmission agreed upon by the parties)\nand received by the addressee or (e) only with respect to any addressee of any party for which an electronic mail address is set forth\nbelow, sent by electronic mail (*provided*, *however*, any notice provided by electronic mail shall not be considered delivered\nuntil receipt of such electronic mail is confirmed by the addressee), to the applicable party at the following address(es), or as to each\nsuch Person such other address or e-mail address as may hereafter be furnished by such Person to the parties hereto in writing:\n\n(i)                \nin the case of the Depositor:\n\nCitigroup Commercial Mortgage Securities Inc.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\nAttention: Richard Simpson\n\nwith a copy to:\n\nCitigroup Commercial Mortgage Securities Inc.\n\n390 Greenwich Street, 5th Floor\n\nNew York, New York 10013\n\nAttention: Raul Orozco\n\nwith a copy to:\n\nCitigroup Commercial Mortgage Securities Inc.\n\n388 Greenwich Street, 17th Floor\n\nNew York, New York 10013\n\nAttention: Ryan M. O’Connor\n\nwith electronic copies e-mailed to:\n\nRichard Simpson at *richard.simpson@citi.com*,\n\nRaul Orozco at *raul.d.orozco@citi.com* and\n\nRyan M. O’Connor at *ryan.m.oconnor@citi.com*\n\n(ii)              \nin the case of the Master Servicer:\n\nTrimont LLC\n\nCommercial Mortgage Servicing\n\n - 537 - \n\n \n\n101 S. Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: Benchmark 2026-V22 Asset Manager\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\n \n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: legaldepartment@trimont.com\n\n \n\nwith a copy to:\n\n \n\nK&L Gates LLP\n\n300 South Tryon Street\n\nSuite 1000\n\nCharlotte, North Carolina 28202\n\nAttention: Stacy G. Ackermann\n\nReference: Benchmark 2026-V22\n\nEmail: stacy.ackermann@klgates.com\n\n \n\nand with respect to e-mail pursuant to Section 12.06 and Section\n12.13 of this\n\nAgreement, to:\n\nrarequests@trimont.com\n\n \n\nand with respect to any investor inquiry,\n\nto:\n\nream.investorrelations@trimont.com\n\n(iii)               \nin the case of the Special Servicer:\n\nLNR Partners, LLC\n\n2340 Collins Avenue, Suite 700\n\nMiami Beach, Florida 33139\n\nAttention: Heather Bennett and Arnold Shulkin\n\nwith a copy to:\n\nhbennett@starwood.com\n\nashulkin@lnrpartners.com\n\nlnr.cmbs.notices@lnrproperty.com\n\n \n\nand with respect to e-mail pursuant to Section 12.06 and Section\n12.13 of this Agreement, to:\n\n \n\nhbennett@starwood.com\n\n - 538 - \n\n \n\nashulkin@lnrpartners.com\n\nlnr.cmbs.notices@lnrproperty.com\n\n \n\nand with respect to any investor inquiry, to:\n\n \n\nhbennett@starwood.com\n\nashulkin@lnrpartners.com\n\nlnr.cmbs.notices@lnrproperty.com\n\n \n\n(iv)            \nin the case of the Certificate Administrator:\n\nCitibank, N.A.\n\n388 Greenwich Street, 26th Floor\n\nNew York, New York 10013\n\nAttention: Citibank Agency & Trust – Benchmark 2026-V22\n\nFax number: (212) 816-5527\n\nEmail: *ratingagencynotice@citi.com*\n\n \n\n(v)                 \nin the case of the Custodian:\n\nCitibank, N.A.\n\n1000 Technology Drive, MS-470\n\nO’Fallon, Missouri 63368\n\nAttention: Tracy Thompson/Kia Watson – Benchmark 2026-V22\n\n \n\n(vi)            \nin the case of the Trustee:\n\nWilmington Savings Fund Society, FSB\n\n500 Delaware Avenue, 11th Floor\n\nWilmington, Delaware 19801\n\nAttention: Corporate Trust – Benchmark 2026-V22\n\nEmail: structuredfinance@wsfsbank.com\n\n \n\n(vii)          \nin the case of each of the Asset Representations Reviewer and the\n\nOperating Advisor:\n\nBellOak, LLC\n\n1717 McKinney Avenue, 12th Floor\n\nDallas, TX 75202\n\nAttention: Reporting - Benchmark 2026-V22\n\n \n\nwith copies sent contemporaneously via email to reporting@belloakadvisors.com\n\n \n\n(viii)        \nin the case of the Rating Agencies:\n\nFitch Ratings, Inc.\n\n300 West 57th Street\n\n - 539 - \n\n \n\nNew York, New York 10019\n\nAttention: Commercial Mortgage Surveillance Group\n\nFax number: (646) 280-1013\n\nE-mail: *Info.cmbs@fitchratings.com*\n\n \n\nKroll Bond Rating Agency, LLC\n\n805 Third Avenue, 29th Floor\n\nNew York, New York 10022\n\nAttention: CMBS Surveillance\n\nE-mail: *cmbssurveillance@kbra.com*\n\n \n\nMoody’s Investors Service, Inc.\n\n7 World Trade Center\n\nNew York, New York 10007\n\nAttention: Commercial Mortgage Surveillance Group\n\nEmail: *CMBSSurveillance@Moodys.com*\n\n \n\n(ix)            \nin the case of the Mortgage Loan Sellers and Sponsors:\n\nCiti Real Estate Funding Inc.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\nAttention: Richard Simpson\n\nwith a copy to:\n\n \n\nCiti Real Estate Funding Inc.\n\n390 Greenwich Street, 5th Floor\n\nNew York, New York 10013\n\nAttention: Raul Orozco\n\nwith a copy to:\n\n \n\nCiti Real Estate Funding Inc.\n\n388 Greenwich Street, 17th Floor\n\nNew York, New York 10013\n\nAttention: Ryan M. O’Connor\n\nwith copies by electronic mail to:\n\n \n\nRichard Simpson at *richard.simpson@citi.com,*\n\nRaul Orozco at *raul.d.orozco@citi.com*,\n\nRyan M. O’Connor at *ryan.m.oconnor@citi.com*\n\nand, in the case of each Rule 15Ga-1 Notice, *cmbs.notice@citi.com*\n\n* *\n\nGerman American Capital Corporation\n\n - 540 - \n\n \n\nOne Columbus Circle\n\nNew York, New York 10019\n\nAttention: Lainie Kaye\n\n \n\nwith a copy by electronic mail to *lainie.kaye@db.com* and\nto\n\n*cmbs.requests@db.com*\n\n \n\nGoldman Sachs Mortgage Company\n\n200 West Street\n\nNew York, New York 10282\n\nAttention: Scott Epperson\n\nE-mail: *scott.epperson@gs.com*\n\n \n\nwith a copy to:\n\nE-mail: *gs-refgsecuritization@gs.com*\n\n \n\nwith a copy to:\n\n \n\nStructured Finance Legal (REFG)\n\nE-mail: *gs-refglegal@gs.com*\n\n \n\nBarclays Capital Real Estate Inc.\n\n745 Seventh Avenue\n\nNew York, New York 10019\n\nAttention: Daniel Schmidt\n\n \n\nwith a copy to:\n\nEmail: *RRcmbs@barclays.com*\n\n \n\nwith a copy to:\n\n \n\nBarclays Capital Real Estate Inc.\n\n745 Seventh Avenue\n\nNew York, New York\n\nAttention: Legal Department\n\n \n\nwith a copy to:\n\nEmail: *SPLegalNotices@barclays.com*\n\n* *\n\n(x)                 \nin the case of the Underwriters:\n\nCitigroup Global Markets Inc.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\nAttention: Richard Simpson\n\n \n\nwith a copy to:\n\n - 541 - \n\n \n\n \n\nCitigroup Global Markets Inc.\n\n390 Greenwich Street, 5th Floor\n\nNew York, New York 10013\n\nAttention: Raul Orozco\n\n \n\nwith a copy to:\n\n \n\nCitigroup Global Markets Inc.\n\n388 Greenwich Street, 17th Floor\n\nNew York, New York 10013\n\nAttention: Ryan M. O’Connor\n\n \n\nwith copies by electronic mail to:\n\n \n\nRichard Simpson at *richard.simpson@citi.com,*Raul Orozco at *raul.d.orozco@citi.com* and\n\nRyan M. O’Connor at *ryan.m.oconnor@citi.com*\n\n \n\nDeutsche Bank Securities Inc.\n\nOne Columbus Circle\n\nNew York, New York 10019\n\nAttention: Lainie Kaye\n\nwith a copy by electronic mail to:\n\n*lainie.kaye@db.com* and to *cmbs.requests@db.com*\n\n \n\nGoldman Sachs & Co. LLC\n\n200 West Street\n\nNew York, New York 10282\n\nAttention: Scott Epperson\n\nE-mail: *scott.epperson@gs.com*\n\n \n\nwith a copy to:\n\nE-mail: *gs-refgsecuritization@gs.com*\n\n \n\nwith a copy to:\n\n \n\nStructured Finance Legal (REFG)\n\nE-mail: *gs-refglegal@gs.com*\n\n \n\nBarclays Capital Inc.\n\n745 Seventh Avenue\n\nNew York, New York 10019\n\nE-mail: *RRcmbs@barclays.com*\n\n \n\n - 542 - \n\n \n\nwith a copy to:\n\n \n\nBarclays Capital Inc.\n\n745 Seventh Avenue\n\nNew York, New York, 10019\n\nAttention: Securitised Products, Legal\n\nE-mail: *SPLegalNotices@Barclays.com*\n\n \n\nBancroft Capital, LLC\n\n501 Office Center Drive, Suite 130\n\nFort Washington, Pennsylvania 19034\n\nAttention: Steve Ivcic\n\nFax number: (484) 373-4748\n\nDrexel Hamilton, LLC\n\n110 East 42nd Street\n\nNew York, New York 10017\n\nAttention: Alex Kim\n\nFacsimile number: (646) 412-1500\n\n** **\n\n(xi)               \nin the case of the Initial Purchasers:\n\nCitigroup Global Markets Inc.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\nAttention: Richard Simpson\n\n \n\nwith a copy to:\n\n \n\nCitigroup Global Markets Inc.\n\n390 Greenwich Street, 5th Floor\n\nNew York, New York 10013\n\nAttention: Raul Orozco\n\n \n\nwith a copy to:\n\n \n\nCitigroup Global Markets Inc.\n\n388 Greenwich Street, 17th Floor\n\nNew York, New York 10013\n\nAttention: Ryan M. O’Connor\n\n \n\nwith copies by electronic mail to:\n\n \n\nRichard Simpson at *richard.simpson@citi.com*,\n\nRaul Orozco at *raul.d.orozco@citi.com* and\n\nRyan M. O’Connor at *ryan.m.oconnor@citi.com*\n\n - 543 - \n\n \n\n \n\nDeutsche Bank Securities Inc.\n\nOne Columbus Circle\n\nNew York, New York 10019\n\nAttention: Lainie Kaye\n\nwith a copy by electronic mail to:\n\n*lainie.kaye@db.com* and to *cmbs.requests@db.com*\n\n \n\nGoldman Sachs & Co. LLC\n\n200 West Street\n\nNew York, New York 10282\n\nAttention: Scott Epperson\n\nE-mail: *scott.epperson@gs.com*\n\n \n\nwith a copy to:\n\nE-mail: *gs-refgsecuritization@gs.com*\n\n \n\nwith a copy to:\n\n \n\nStructured Finance Legal (REFG)\n\nE-mail: *gs-refglegal@gs.com*\n\n \n\nBarclays Capital Inc.\n\n745 Seventh Avenue\n\nNew York, New York 10019\n\nAttention: Daniel Schmidt\n\n \n\nwith a copy to:\n\nE-mail: *RRcmbs@barclays.com*\n\n \n\nwith a copy to:\n\n \n\nBarclays Capital Inc.\n\n745 Seventh Avenue\n\nNew York, New York, 10019\n\nAttention: Securitised Products, Legal\n\n \n\nwith a copy to:\n\nE-mail: *SPLegalNotices@Barclays.com*\n\n \n\nBancroft Capital, LLC\n\n501 Office Center Drive, Suite 130\n\nFort Washington, Pennsylvania 19034\n\nAttention: Steve Ivcic\n\nFax number: (484) 373-4748\n\n - 544 - \n\n \n\nDrexel Hamilton, LLC\n\n110 East 42nd Street\n\nNew York, New York 10017\n\nAttention: Alex Kim\n\nFacsimile number: (646) 412-1500\n\n  \n\n(xii)          \nin the case of the initial Controlling Class Representative:\n\nCMBS 4 Sub 15, LLC\n\nc/o Prime Finance\n\n1330 Avenue of the Americas\n\nSuite 2500\n\nNew York, New York 10019\n\nAttention: Luke Dann, Mike Jenkins and Michael Dillon\n\nEmail: *ldann@primefinance.com, mjenkins@primefinance.com and\n\nmdillon@primefinance.com*\n\n \n\nwith a copy to:\n\n \n\nPolsinelli\n\n900 West 48th Place, Suite 900\n\nKansas City, Missouri 64112\n\nEmail: *pfpnotices@polsinelli.com*\n\n \n\n(xiii)           \nin the case of the initial Loan-Specific Controlling Class Representative:\n\n[RESERVED]\n\n \n\n(xiv)        \nin the case of the initial VRR1 Risk Retention Consultation Party:\n\nCiti Real Estate Funding Inc.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\nAttention: Richard Simpson\n\n \n\nwith a copy to:\n\n \n\nCiti Real Estate Funding Inc.\n\n390 Greenwich Street, 5th Floor\n\nNew York, New York 10013\n\nAttention: Raul Orozco\n\n \n\nwith a copy to:\n\n \n\n - 545 - \n\n \n\nCiti Real Estate Funding Inc.\n\n388 Greenwich Street, 17th Floor\n\nNew York, New York 10013\n\nAttention: Ryan M. O’Connor\n\n \n\nwith copies by electronic mail to:\n\n \n\nRichard Simpson at richard.simpson@citi.com,\n\nRaul Orozco at raul.d.orozco@citi.com,\n\nRyan M. O’Connor at ryan.m.oconnor@citi.com\n\n \n\n(xv)          \nin the case of the initial VRR2 Risk Retention Consultation Party:\n\nGoldman Sachs Mortgage Company\n\n200 West Street\n\nNew York, New York 10282\n\nAttention: Scott Epperson\n\nE-mail: scott.epperson@gs.com\n\n \n\nwith a copy to:\n\nE-mail: gs-refgsecuritization@gs.com\n\n \n\nwith a copy to:\n\n \n\nStructured Finance Legal (REFG)\n\nE-mail: gs-refglegal@gs.com\n\n(xvi) in the case of the Initial Uncertificated VRR Interest\nOwner:\n\nGoldman Sachs Bank USA\n\n200 West Street New York, New York 10282\n\nAttention: Scott Epperson\n\nEmail: *scott.epperson@gs.com*and *gs-refgsecuritization@gs.com*\n\nwith a copy to:\n\nGoldman Sachs Bank USA\n\n200 West Street New York, New York 10282\n\nAttention: Structured Finance Legal (REFG)\n\nEmail: *gs-refglegal@gs.com*\n\n Any communication\nrequired or permitted to be delivered to a Trust Certificateholder or an Uncertificated Interest Owner shall be deemed to have been duly\ngiven when mailed first class, postage prepaid, to the address of such Trust Certificateholder or Uncertificated Interest Owner as shown\nin the Certificate Register. Any communication required or permitted to be delivered to a Beneficial Owner shall be deemed to have been\nduly given to the extent delivered through the Depository. Any notice so mailed within the time prescribed in this Agreement shall be\nconclusively presumed to have been duly given, whether or not the Trust Certificateholder or the Uncertificated Interest Owner receives\nsuch notice. Notwithstanding anything contained in this Section 12.04 to the contrary, nothing in this Section 12.04\nshall constitute consent by any party hereto to service of process upon such party by facsimile transmission, electronic mail or any\nother type of electronic transmission.\n\nThe obligation of any party\nto this Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer, Other Special Servicer,\nOther Trustee or Other 17g-5 Information Provider shall be effective in each case only to the extent such party to this Agreement\nhas received notice of the identity and contact information of such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee\nor Other 17g-5 Information Provider, as applicable. Any such party may conclusively rely on the name and contact information provided\nby the related Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable,\nand shall be entitled to assume that\n\n - 546 - \n\n \n\nthe identity and contact information for such\nOther Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable, has not\nchanged, absent receipt of written notice from such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5\nInformation Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement, of a change with respect to\nthe identity and contact information for such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5\nInformation Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement, as applicable.\n\nSection 12.05            \nSeverability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall\nbe for any reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements, provisions or\nterms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect\nthe validity or enforceability of the other provisions of this Agreement or of the Trust Certificates or the rights of the Holders thereof.\n\nSection 12.06            \nNotice to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency.\n\n(a)               \nThe Certificate Administrator shall use its best efforts to promptly prepare a written notice, and provide such notice by e-mail\nto the Rule 17g-5 Information Provider (if the Certificate Administrator is for any reason not the Rule 17g-5 Information\nProvider) and the Depositor, with respect to each of the following items of which a Responsible Officer of the Certificate Administrator\nhas actual knowledge, and the Rule 17g-5 Information Provider shall upload such notice to the Rule 17g-5 Information\nProvider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the\nnext Business Day by 12:00 p.m. and shall, promptly following the posting of such notice to the Rule 17g-5 Information Provider’s\nWebsite, notify, or cause the notification of, each Registered Rating Agency (other than any Registered Rating Agency that has indicated\nto the Rule 17g-5 Information Provider of its election to not receive such notification) by electronic mail of the posting of\nsuch notice, which electronic mail may be automatically generated by the Rule 17g-5 Information Provider’s Website:\n\n(i)                                  any material change\nor amendment to this Agreement;\n\n(ii)                               the occurrence\nof any Servicer Termination Event that has not been cured;\n\n(iii)                            the merger,\nconsolidation, resignation or termination of the Master Servicer, Special Servicer, the Trustee or the Certificate Administrator or any\nOutside Servicer, Outside Special Servicer or Outside Trustee;\n\n(iv)                           the repurchase\nof, or substitution of, Trust Loans pursuant to Section 2.03;\n\n(v)                              the final payment\nto any Class of Trust Certificateholders or any Uncertificated Interest Owner;\n\n - 547 - \n\n \n\n(vi)                           any change in\nthe location of the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account\nor any Distribution Account;\n\n(vii)                        any event that\nwould result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer; and\n\n(viii)                     any change\nin the lien priority of a Trust Loan.\n\n(b)              \nThe Master Servicer or the Special Servicer shall promptly furnish by e-mail (or any other form of electronic delivery reasonably\nacceptable to the Master Servicer or the Special Servicer, as applicable, and the Rule 17g-5 Information Provider) to the Rule 17g-5\nInformation Provider and the Depositor copies of the following (to the extent not already delivered or made available pursuant to the\nterms of this Agreement), and the Rule 17g-5 Information Provider shall upload such documents to the Rule 17g-5 Information\nProvider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the\nnext Business Day by 12:00 p.m., and the Rule 17g-5 Information Provider shall, promptly following the posting of such documents\nto the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency (other\nthan any Registered Rating Agency that has indicated to the Rule 17g-5 Information Provider of its election to not receive such\nnotification) by electronic mail of the posting of such documents, which electronic mail may be automatically generated by the Rule 17g-5\nInformation Provider’s Website:\n\n(i)                                  each of its annual\nstatements as to compliance described in Section 10.08 of this Agreement;\n\n(ii)                               each of its annual\nreports on assessment of compliance with servicing criteria described in Section 10.09 of this Agreement;\n\n(iii)                            each of its\nannual independent public accountants’ servicing reports described in Section 10.10 of this Agreement;\n\n(iv)                           upon request\nby the Depositor, the Rule 17g-5 Information Provider, any Rating Agency or any Companion Loan Rating Agency, a copy of each operating\nand other financial statements, rent rolls, occupancy reports, and sales reports to the extent such information is required to be delivered\nunder a Trust Loan, in each case to the extent collected pursuant to Section 3.03(a) or Section 4.02(b);\nand\n\n(v)                              upon request by\nthe Depositor, the Rule 17g-5 Information Provider, any Rating Agency or any Companion Loan Rating Agency, each inspection report prepared\nin connection with any inspection conducted pursuant to Section 3.18 of this Agreement.\n\n(c)               \nThe Certificate Administrator shall promptly furnish by e-mail (or any other form of electronic delivery reasonably acceptable\nto the Certificate Administrator and the Rule 17g-5 Information Provider) to the Rule 17g-5 Information Provider (if\nthe Certificate\n\n - 548 - \n\n \n\nAdministrator is for any reason not the\nRule 17g-5 Information Provider) and the Depositor copies of the items set forth in Section 8.11(b) of this Agreement\n(to the extent not already delivered or made available pursuant to the terms of this Agreement and to the extent such items were prepared\nby or delivered to the Certificate Administrator in electronic format), and the Rule 17g-5 Information Provider shall upload\nsuch documents to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m.\nor, if received after 2:00 p.m., on the next Business Day by 12:00 p.m..\n\n(d)              \nAfter any notice, document or item has been posted by the Rule 17g-5 Information Provider to the Rule 17g-5 Information\nProvider’s Website pursuant to Sections 12.06(a), 12.06(b) or 12.06(c), the Rule 17g-5 Information\nProvider may send such posted notice, document or item to a Registered Rating Agency.\n\nSection 12.07            \nAmendment. This Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then\nacting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Trust Certificateholders or the\nUncertificated Interest Owners:\n\n(a)               \nto cure any ambiguity to the extent that it does not adversely affect any Trust Certificateholders or Uncertificated Interest Owner;\n\n(b)              \nto correct or supplement any of its provisions which may be inconsistent with any other provisions of this Agreement or with the\ndescription thereof in the Prospectus or to correct any error;\n\n(c)               \nto change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the\nExcess Interest Distribution Account, the Distribution Account or any REO Account, *provided* that (A) the Master Servicer Remittance\nDate shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely\naffect in any material respect the interests of any Trust Certificateholder or Uncertificated Interest Owner, as evidenced by an Opinion\nof Counsel (at the expense of the party requesting the amendment) or, if any Trust Certificate is then rated, as evidenced by a Rating\nAgency Confirmation from each Rating Agency with respect to such amendment;\n\n(d)              \nto modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust\nREMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,\n*provided* that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting\nthe amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize\nsuch risk and (2) the action will not adversely affect in any material respect the interests of any Trust Certificateholders or any\nUncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the\nClass R Certificates, *provided* that the Depositor has determined that the amendment will not give rise to any tax with respect\nto the transfer of the Class R Certificates to a non-Permitted\n\n - 549 - \n\n \n\nTransferee, (C) to the extent necessary\nto comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions\nand/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk\nretention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment\nor to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;\n\n(e)               \nto make any other provisions with respect to matters or questions arising under this Agreement or any other change, *provided*\nthat the amendment will not adversely affect in any material respect the interests of (i) any Trust Certificateholder or Uncertificated\nInterest Owner or (iii) any holder of a Serviced Companion Loan not consenting thereto, as evidenced by an Opinion of Counsel or as evidenced\nby, if any Trust Certificate is then rated, a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment\nor supplement and, in the case of a securitized Serviced Companion Loan with rated Serviced Companion Loan Securities, confirmation of\nthe applicable Companion Loan Rating Agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current\nratings of any Serviced Companion Loan Securities, if any (*provided* that such rating agency confirmation may be considered satisfied\nin the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30);\n\n(f)               \nto modify the procedures herein relating to Rule 17g-5; *provided* that (A) such modification does not increase the\nobligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer\nor the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially\nadversely affect such party or materially increase such party’s obligations under this Agreement) and (B) such modification shall\nnot adversely affect in any material respects the interests of any Trust Certificateholder or Uncertificated Interest Owner, as evidenced\nby (x) an Opinion of Counsel or (y) if any Trust Certificate is then rated, receipt of Rating Agency Confirmation from each\nRating Agency rating such Trust Certificates; and *provided*, *further* that notice of such modification is provided to all\nparties to this Agreement; and\n\n(g)              \nto amend or supplement any provision of this Agreement to the extent necessary to maintain the ratings assigned to each Class of\nTrust Certificates by each Rating Agency, *provided* that the amendment will not adversely affect in any material respect the interests\nof (i) any Trust Certificateholder or Uncertificated Interest Owner or (ii) any holder of a Serviced Companion Loan not consenting thereto,\nas evidenced by an Opinion of Counsel or as evidenced by, if any Certificate is then rated, a Rating Agency Confirmation from each of\nthe Rating Agencies and, in the case of a securitized Serviced Companion Loan with rated Serviced Companion Loan Securities, confirmation\nof the applicable Companion Loan Rating Agencies that such action will not result in the downgrade, withdrawal or qualification of its\nthen-current ratings of any Serviced Companion Loan Securities, if any (*provided* that such rating agency confirmation may be considered\nsatisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to\nSection 3.30);\n\n - 550 - \n\n \n\n*provided*, *further* that no amendment\npursuant to any of clauses (a) through (g) above may be made that would: (A) reduce the consent or consultation\nrights or the right to receive information under this Agreement of the Controlling Class Representative without the consent of the Controlling\nClass Representative (or, if applicable, of any Loan-Specific Controlling Class Representative without the consent of such Loan-Specific\nControlling Class Representative); (B) reduce the consultation rights or the right to receive information under this Agreement of the\nOperating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage Loan\nSeller under this Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;\n(D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter\nor Initial Purchaser; or (E) adversely affect in any material respect any Serviced Companion Loan Holder in its capacity as such\nwithout its consent (the lack of which material adverse effect must in the case of, and under the circumstances described in, clauses\n(e) and (g) above, be evidenced as described in such clauses). Expenses incurred with respect to any amendment shall be borne\nby the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for\nthe benefit of the Certificateholders, then in which case such expense will be borne by the Trust.\n\nThis Agreement or any Custodial\nAgreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer,\nthe Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),\nthe Certificate Administrator and the Trustee with the consent of the Holders of Trust Certificates representing in the aggregate not\nless than 66-2/3% of the Percentage Interests of each Class of Trust Certificates affected by the amendment for the purpose of\nadding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner\nthe rights of the Trust Certificateholders and/or the Uncertificated Interest Owners; *provided*, *however*, that no such amendment\nshall:\n\n(i)                                  reduce\nin any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a\nTrust Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent\nof the Holder of that Trust Certificate or Uncertificated Interest or that Serviced Companion Loan Holder, as applicable;\n\n(ii)                               reduce\nthe aforesaid percentage of Trust Certificates of any Class or of any Uncertificated Interest, the Holder(s) of which are required to\nconsent to the amendment without the consent of the Holders of all Trust Certificates of that Class or of the applicable Uncertificated\nInterest Owner, as applicable;\n\n(iii)                            change\nin any manner the obligations or rights of any Mortgage Loan Seller under this Agreement or the related Mortgage Loan Purchase Agreement\nwithout the consent of the affected Mortgage Loan Seller;\n\n(iv)                           change\nthe definition of “Servicing Standard” without either (A) consent of 100% of the Trust Certificateholders and Uncertificated\nInterest Owners or (B) Rating Agency Confirmation;\n\n - 551 - \n\n \n\n(v)                              without\nthe consent of 100% of the Trust Certificateholders that are adversely affected thereby, change (A) the percentages of Voting Rights of\nTrust Certificateholders that are required to consent to any action or inaction under this Agreement, (B) the right of the Trust Certificateholders\nto remove the Special Servicer pursuant to this Agreement or (C) the right of the Trust Certificateholders to terminate the Operating\nAdvisor pursuant to this Agreement;\n\n(vi)                           adversely\naffect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;\n\n(vii)                        adversely\naffect any Loan-Specific Controlling Class Representative without the consent of 100% of the Loan-Specific Controlling Class Certificateholders;\n\n(viii)                     adversely\naffect in any material respect a Serviced Companion Loan Holder in its capacity as such without its consent; or\n\n(ix)                             change\nin any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial\nPurchaser.\n\nIn the event that neither\nthe Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 12.07 shall be effective with\nthe consent of the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Custodian (if\nthe Certificate Administrator is then acting as Custodian), the Special Servicer, the Master Servicer, in writing, and to the extent required\nby this Section, the Trust Certificateholders, the Uncertificated Interest Owners, the Serviced Companion Loan Holders, the Mortgage Loan\nSellers, the Underwriters and/or the Initial Purchasers, as applicable. Promptly after the execution of any amendment, (A) the Master\nServicer shall forward a copy thereof to the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator,\nthe Custodian (if the Certificate Administrator is then acting as Custodian), the Special Servicer, each Serviced Companion Loan Holder,\neach Mortgage Loan Seller, each Underwriter, each Initial Purchaser and (B) the Certificate Administrator shall furnish written notification\nof the substance of such amendment to each Trust Certificateholder, post a copy of such amendment to the Certificate Administrator’s\nWebsite, and deliver a copy of such amendment to the Rule 17g-5 Information Provider who shall post a copy of such amendment to the Rule\n17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement. It shall not be necessary for the consent\nof the Trust Certificateholders, the Uncertificated Interest Owners or the Serviced Companion Loan Holders, the Mortgage Loan Sellers,\nthe Underwriters or the Initial Purchasers, as applicable, under this Section 12.07 to approve the particular form of any proposed\namendment, but it shall be sufficient if such consent shall approve the substance thereof. The method of obtaining such consents and of\nevidencing the authorization of the execution thereof by Trust Certificateholders, Uncertificated Interest Owners or Serviced Companion\nLoan Holders, the Mortgage Loan Sellers, the Underwriters or the Initial Purchasers, as applicable, shall be subject to such reasonable\nregulations as the Trustee may prescribe; *provided*, *however*, that such method shall always be by affirmation and in writing.\n\n - 552 - \n\n \n\nNotwithstanding any contrary\nprovision of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless, if requested by the Master\nServicer, the Special Servicer, the Trustee, the Custodian (if the Certificate Administrator is then acting as Custodian), and/or the\nCertificate Administrator, such party shall have received an Opinion of Counsel, at the expense of the party requesting such amendment\n(or, if such amendment is required by any Rating Agency to maintain the rating issued by it or requested by the Trustee or the Certificate\nAdministrator for any purpose described in clause (a) or (b) of the first sentence of this Section 12.07, then at\nthe expense of the Trust Fund), to the effect that such amendment will not cause any Trust REMIC to fail to qualify as a REMIC or cause\nthe Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Trust Interest is outstanding,\nand will not cause a tax to be imposed on the Trust Fund (other than a tax at the corporate tax rate on net income from foreclosure property\npursuant to Code Section 860G(c)). Prior to the execution of any amendment to this Agreement or any Custodial Agreement, the Trustee,\nthe Certificate Administrator, the Custodian (if the Certificate Administrator is then acting as Custodian), the Special Servicer and\nthe Master Servicer may request and shall be entitled to rely conclusively upon an Opinion of Counsel, at the expense of the party requesting\nsuch amendment (or, if such amendment is required by any Rating Agency to maintain the rating issued by it or requested by the Trustee\nor the Certificate Administrator for any purpose described in clause (a), (b), (c) or (e) (which does not modify\nor otherwise relate solely to the obligations, duties or rights of the Trustee or the Certificate Administrator, as applicable) of the\nfirst sentence of this Section 12.07, then at the expense of the Trust Fund) stating that the execution of such amendment\nis authorized or permitted by this Agreement, and that all conditions precedent to such amendment are satisfied. Each of the Trustee,\nthe Custodian (if the Certificate Administrator is then acting as Custodian) and the Certificate Administrator may, but shall not be obligated\nto, enter into any such amendment which affects the Trustee’s, the Custodian’s (if the Certificate Administrator is then acting\nas Custodian) or the Certificate Administrator’s, as applicable, own rights, duties or immunities under this Agreement. Any party\nhereto requesting an amendment to this Agreement shall provide (x) notice of such amendment no later than 3 Business Days prior to the\nanticipated date of execution, and (y) a copy of the executed amendment no later than the date of execution, to each Other Depositor (and\ncounsel thereto) and Other Exchange Act Reporting Party under each Other Pooling and Servicing Agreement (which may be by email) in order\nfor each Companion Loan Holder to timely comply with its obligations under the Exchange Act. The party requesting an amendment to this\nAgreement shall provide to the Rule 17g-5 Information Provider, for posting on the Rule 17g-5 Information Provider’s\nWebsite pursuant to Section 12.13 of this Agreement, prior written notice of such proposed amendment.\n\nSection 12.08            \nConfirmation of Intent. The Depositor intends that the conveyance of the Depositor’s right, title and interest in\nand to the Trust Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance\nis deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such\nloan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the\nDepositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s\nentire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Trust Loans, all principal\nand interest received or receivable with respect to the Trust Loans (other than principal and interest payments due and payable prior\nto the Cut-off Date and Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Collection\nAccount, the Distribution Account,\n\n - 553 - \n\n \n\nthe Excess Interest Distribution Account, the\nInterest Reserve Account and, if established, the Excess Liquidation Proceeds Reserve Account and the REO Account, and all reinvestment\nearnings on such amounts, and all of the Depositor’s right, title and interest in and to any Insurance Proceeds related to such\nTrust Loans and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.08 shall\nconstitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.\n\nSection 12.09            \nThird-Party Beneficiaries. Except as provided in (i) Section 3.01(j)(iv) of this Agreement and (ii)\nthe next sentence, no Persons other than a party to this Agreement, any Companion Loan Holder (unless it is the Mortgagor under the applicable\nCompanion Loan or an Affiliate thereof), the Uncertificated Interest Owners and any Trust Certificateholder, shall have any rights with\nrespect to the enforcement of any of the rights or obligations hereunder. Any Underwriter or Initial Purchaser (with respect to its rights\nto receive any documents, certifications, information and/or indemnification hereunder and its rights under Section 2.02,\nSection 5.03 and Section 12.07 of this Agreement), any Companion Loan Holder (in respect of the rights afforded\nit under this Agreement, any related Other Servicer shall be entitled to enforce the rights of such Companion Loan Holder under this Agreement\nand the related Co-Lender Agreement), any Mortgage Loan Seller (with respect to its rights under Article II, Section 3.09(d)(i),\nSection 12.07 and Section 12.16 of this Agreement and its rights as a Privileged Person), the Retaining Sponsor\n(with respect to its rights under Section 5.02(f) and Section 5.03(i)), any Other Depositor and Other Exchange\nAct Reporting Party (with respect to its rights under Article X of this Agreement), any Other Servicer and Other Special Servicer\n(with respect to all provisions herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer or\nOther Special Servicer, as the case may be, and the provisions herein regarding coordination of Advances) and, subject to Section 12.02\nof this Agreement, any Trust Certificateholder or any Uncertificated Interest Owner (which are intended third-party beneficiaries\nof this Agreement) shall have the right to enforce their respective rights and obligations hereunder (in the case of any Serviced\nCompanion Loan Holder, to the extent they affect the related Serviced Companion Loan and *provided* that such Serviced Companion\nLoan Holder is not the Mortgagor under the related Companion Loan or an Affiliate thereof) as if each such Person was a party hereto.\n\nWithout limiting the foregoing,\nthe parties to this Agreement specifically state that no Mortgagor, property manager or other party to a Mortgage Loan is an intended\nthird-party beneficiary of this Agreement.\n\nSection 12.10            \nRequest by Trust Certificateholders or the Serviced Companion Loan Holder. Where information or reports are required to\nbe delivered to a Trust Certificateholder or a Serviced Companion Loan Holder, as applicable, upon request pursuant to the terms of this\nAgreement, such request can be in the form of a single blanket request by a Trust Certificateholder or a Serviced Companion Loan Holder,\nas applicable, to the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, and, with respect to such\nTrust Certificateholder or a Serviced Companion Loan Holder, as applicable, such request shall be deemed to relate to each date such report\nor information may be requested. The notice shall set forth the applicable Sections where such reports and information are requested.\n\nSection 12.11            \nWaiver of Jury Trial. THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY\nIN ANY\n\n - 554 - \n\n \n\nACTION, PROCEEDING OR COUNTERCLAIM, WHETHER\nIN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.\n\nSection 12.12            \nSubmission to Jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE\nSTATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY\nSUCH ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT\nFORUM IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH\nCOURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW;\nAND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER\nAND AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY MANNER PERMITTED BY LAW.\n\nSection 12.13            \nExchange Act Rule 17g-5 Procedures.\n\n(a)               \nExcept as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this\nAgreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating\nAdvisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency\nregarding the Trust Certificates or the Trust Loans relevant to the Rating Agencies’ surveillance of the Trust Certificates or the\nTrust Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Trust Certificates or\nthe Trust Loans relevant to such Rating Agency’s surveillance of the Trust Certificates. To the extent that a Rating Agency makes\nan inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the\nOperating Advisor or the Custodian regarding the Trust Certificates or the Trust Loans relevant to such Rating Agency’s surveillance\nof the Trust Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding\nparty and shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the\nRule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website\non the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business\nDay by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation\nof such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and\nthe Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information\nProvider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such\nresponse. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall\nbe in writing.\n\n - 555 - \n\n \n\n(b)              \nTo the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating\nAdvisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations\nunder this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or\nthe Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5\nInformation Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider\nshall upload such information or communication to the Rule 17g-5 Information Provider’s Website on the same Business Day\nof receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.\n(or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response\nif prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5\nInformation Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information\nProvider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such\nwritten information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement,\nwhich shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party\nbelieves is reasonably necessary for the applicable Rating Agency to make its decision.\n\n(c)               \nNotwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master\nServicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted\n(but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement,\nunder the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during\nsuch communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such\noral communication takes place (*provided* that the summary of such oral communications shall not be attributed to the Rating Agency\nthe communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic\nemail) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor\nor the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to\ninquiries from such Rating Agency); *provided*, that any such authorization shall set forth the procedures that such party shall\nfollow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable\nand customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post any summary,\ncommunication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website\nin accordance with the procedures set forth in Section 12.13(h).\n\n(d)              \nEach of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator,\nthe Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify\nand hold\n\n - 556 - \n\n \n\nharmless the Depositor and its respective\nofficers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each,\nan “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees,\npenalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses, which for the avoidance of doubt include\nreasonable attorneys’ fees and expenses related to the enforcement of this indemnity), joint or several, to which any such Indemnified\nParty may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities,\ndamages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including such reasonable legal fees and expenses)\narise out of or are based upon (i) such Indemnifying Party’s breach of Section 12.06, Section 12.13(a),\nSection 12.13(b), Section 12.13(c), Section 12.13(g) or Section 12.13(h) of this Agreement\nor (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate\nthereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above\nby the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by\nsuch Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor\nshall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the\nRule 17g-5 Information Provider (if it is not also the Certificate Administrator).\n\n(e)               \nNone of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting\nin the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability\nfor (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special\nServicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement,\n(ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s\nfailure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies\nthat are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if\nthe Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5\nInformation Provider’s Website.\n\n(f)               \nNone of the foregoing restrictions in this Section 12.13 prohibit or restrict oral or written communications, or providing\ninformation, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard\nto (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable,\n(ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage\nmaster, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special\nServicer’s, as applicable, servicing operations in general; *provided*, *however*, that the Master Servicer or the Special\nServicer, as applicable, shall not provide any information relating to the Trust Certificates or the Trust Loans to such Rating Agency\nin connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or\n\n - 557 - \n\n \n\ndeal specific identifiers are redacted;\n(y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5\nInformation Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from\nthe Rule 17g-5 Information Provider that such information has been posted to the Rule 17g-5 Information Provider’s\nWebsite and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5\nInformation Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable,\nthat it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (and\nthe party providing such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation\ndescribed in this clause (z)).\n\n(g)              \nThe Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s\nWebsite in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06\nof this Agreement.\n\n(h)              \nThe Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make\navailable solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic\ndocument format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5\nInformation Provider agree to do so in such format) via electronic mail at *ratingagencynotice@citi.com*, specifically with a subject\nreference of “Benchmark 2026-V22” and an identification of the type of information being provided in the body of such electronic\nmail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or\napproved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial):\n\n(i)                                  all items delivered\nto the Rule 17g-5 Information Provider pursuant to Section 12.06;\n\n(ii)                               all information\nand communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b)\nand 12.13(c);\n\n(iii)                            any Form ABS\nDue Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the\nDepositor;\n\n(iv)                           any transaction\ndocuments, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by\nthe Depositor; and\n\n(v)                              any other information\ndelivered to the Rule 17g-5 Information Provider pursuant to this Agreement.\n\nThe 17g-5 Information\nProvider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received\nby 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the\nposting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered\nRating Agency and (B) the party that delivered such item to\n\n - 558 - \n\n \n\nthe 17g-5 Information Provider for posting\non the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information\nProvider’s Website.\n\nThe Rule 17g-5 Information\nProvider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate,\ncomplete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered\nor posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website.\nThe Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained\nactual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5\nInformation Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the\nRating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other\nNRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5\nInformation Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information\nProvider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will\nbe granted by the 17g-5 Information Provider on the same Business Day *provided* such request is made (and, in the case of a\nNRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m.,\nNew York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5\nInformation Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email\naddress; *provided*, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information\nProvider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed\nto 1-888-855-9695 and *ratingagencynotice@citi.com* (specifically referencing “Benchmark 2026-V22” in the subject line)\n(or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate).\n\nThe 17g-5 Information\nProvider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s\nWebsite in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with\nproviding access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require\nregistration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination\nof information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness\nof such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider\nshall not be liable for its failure to make any information available to the Rating Agencies or other NRSROs unless such information was\ndelivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein (or by any other form of electronic\ndelivery reasonably acceptable to Rule 17g-5 Information Provider pursuant to the terms of this Agreement), with a subject heading\nof “Benchmark 2026-V22” and sufficient detail to indicate that such information is required to be posted on the Rule 17g-5\nInformation Provider’s Website. In connection with notifying a Registered Rating Agency of any information posted to the Rule 17g-5\nInformation Provider’s Website, the Rule 17g-5 Information Provider shall only be responsible for sending such notices\nto the electronic mail address(es) of such Registered Rating Agency as provided by such Registered Rating Agency upon its\n\n - 559 - \n\n \n\nregistration as user of the Rule 17g-5\nInformation Provider’s Website or upon any subsequent update of such electronic mail address(es) made by such Registered Rating\nAgency through the Rule 17g-5 Information Provider’s Website, and the Rule 17g-5 Information Provider shall not\nbe responsible for sending any notices to any electronic mail address(es) of any Registered Rating Agency that is not provided to the\nRule 17g-5 Information in the manner described in this sentence.\n\n(i)                \nIn connection with the delivery by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee,\nas applicable, to the Rule 17g-5 Information Provider of any information, report, notice or document for posting to the Rule 17g-5\nInformation Provider’s Website, the Rule 17g-5 Information Provider shall notify the Master Servicer, Special Servicer,\nCertificate Administrator, Operating Advisor or Trustee, as applicable, of when such information, report, notice or other document has\nbeen posted to the Rule 17g-5 Information Provider’s Website, and the Master Servicer, Special Servicer, Certificate Administrator,\nOperating Advisor or Trustee, as applicable, may (but is not obligated to) send such information, report, notice or other document to\nthe applicable Rating Agency promptly following the earlier of (a) receipt of notification from the Rule 17g-5 Information\nProvider that such information, report, notice or other document has been posted to the Rule 17g-5 Information Provider’s\nWebsite and (b) after 12:00 p.m. on the first Business Day following the date it has provided such information, report, notice or\nother document to the Rule 17g-5 Information Provider.\n\n(j)                \nWith respect to each Outside Serviced Mortgage Loan, each of the Master Servicer, the Certificate Administrator and the Trustee\nshall provide to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, promptly upon receipt\nfrom an Outside Service Provider, all reports, statements, documents, notices and other information it receives in respect of such Outside\nServiced Mortgage Loan that would otherwise have been required to be submitted to the 17g-5 Information Provider under this Agreement\nfor posting had such Outside Serviced Mortgage Loan been a Serviced Mortgage Loan. The 17g-5 Information Provider shall post on the\n17g-5 Information Provider’s Website all such information it receives in accordance with this Agreement.\n\n(k)              \nThe Master Servicer or the Special Servicer may, but shall not be obligated to, provide information to the 17g-5 Information\nProvider that is neither specifically required hereunder nor requested by any Rating Agency. Any such information shall be posted by the\n17g-5 Information Provider in accordance with the timeframe provided in Section 12.13(b).\n\n(l)                \nIf any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any Person in connection with any third-party\n“due diligence services” (as defined in Rule 17g-10 under the Exchange Act) provided by such Person with respect\nto the Trust Loans (“Due Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due\nDiligence-15E to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance\nwith Section 12.13(h). The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website\nany Form ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider\n\n - 560 - \n\n \n\nor from another party to this Agreement,\nin accordance with the timeframe provided in Section 12.13(h).\n\n(m)            \nNeither the Master Servicer nor the Special Servicer shall be required to make any determination as to whether any service provided\nby a third party requires obtaining a Form ABS Due Diligence-15E.\n\nSection 12.14            \nCooperation With the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements. It is expressly agreed and\nunderstood that, notwithstanding the assignment of the Loan Documents, it is expressly intended that the Mortgage Loan Sellers are entitled\nto the benefit of any securitization indemnification provisions that specifically run to the benefit of the lenders in the Loan Documents.\nTherefore, the Depositor, Master Servicer, Special Servicer and Trustee hereby agree to reasonably cooperate with any Mortgage Loan Seller,\nat the sole expense of such Mortgage Loan Seller, with respect to obtaining the benefits of the provisions of any section of a Loan Agreement\nor securitization cooperation agreement providing for indemnification of the lender and/or its loan seller affiliates with respect to\nthe current securitization of the related Trust Loan, including, without limitation, executing any documents as are reasonably necessary\nto permit the related Mortgage Loan Seller to enforce such provisions for its benefit; *provided*, that none of the Depositor, Master\nServicer, Special Servicer or Trustee shall be required to take any action that is inconsistent with the Servicing Standard, would violate\napplicable law, the terms and provisions of this Agreement or the Loan Documents, would adversely affect any Trust Certificateholder or\nUncertificated Interest Owner, would cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a\ngrantor trust for federal income tax purposes, or would result in the imposition of a “prohibited transaction” or “prohibited\ncontribution” tax under the REMIC Provisions. To the extent that the Trustee is required to execute any document facilitating the\nabove rights of a Mortgage Loan Seller under this Section 12.14, such document shall be in form and substance reasonably acceptable\nto the Trustee.\n\nSection 12.15            \nElectronic Signatures.\n\nEach of the parties hereto\nagrees that the transaction consisting of this Agreement (and, to the extent permitted under applicable law, each officer’s certificate,\nreceipt or similar closing document delivered in connection with the closing of this transaction) may be conducted by electronic means.\nEach party agrees, and acknowledges that it is such party’s intent, that if such party signs this Agreement (or, if applicable,\nsuch closing document) using an electronic signature, it is signing, adopting, and accepting this Agreement or such closing document and\nthat signing this Agreement or such closing document using an electronic signature is the legal equivalent of having placed its handwritten\nsignature on this Agreement or such closing document on paper. The use of electronic signatures and electronic records (including, without\nlimitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of\nthe same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the\nfullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York\nState Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform\nElectronic Transactions Act or the Uniform Commercial Code.\n\n - 561 - \n\n \n\n \n\n[Signature Pages Follow]\n\n - 562 - \n\n \n\nIN WITNESS WHEREOF, the parties\nhereto have caused their names to be signed hereto by their respective officers thereunto duly authorized all as of the day and year first\nabove written.\n\nCITIGROUP COMMERCIAL MORTGAGE\n\nSECURITIES INC., as Depositor\n\nBy:\n/s/ Richard Simpson\n\nName: Richard Simpson\n\nTitle:   President\n\nBenchmark 2026-V22– Pooling and Servicing Agreement\n\n \n\nTrimont llc, as Master Servicer\n\nBy:\n/s/ MaryKate Walker\n\nName: MaryKate Walker\n\nTitle:   Authorized Signatory\n\n \n\n \n\nBenchmark 2026-V22– Pooling and Servicing Agreement\n\n \n\nLNR\nPARTNERS, LLC, as Special Servicer\n\nBy:\n/s/ Jerry Hirschkorn\n\nName: Jerry Hirschkorn\n\nTitle: Vice President\n\nBenchmark 2026-V22– Pooling and Servicing Agreement\n\n \n\nBellOak, LLC, as Operating Advisor and as\n\nAsset\nRepresentations Reviewer\n\nBy:\n/s/ Darren Gluck\n\nName: Darren Gluck\n\nTitle:   Authorized Signatory\n\nBenchmark 2026-V22– Pooling and Servicing Agreement\n\n \n\ncitibank, n.a., as Certificate Administrator\n\nBy:\n/s/ Danny Lee\n\nName: Danny Lee\n\nTitle:   Senior Trust Officer\n\nBenchmark 2026-V22– Pooling and Servicing Agreement\n\n \n\nWILMINGTON SAVINGS FUND SOCIETY,\n\nFSB, as Trustee\n\nBy:\n/s/ Jennifer A. Luce\n\nName: Jennifer A. Luce\n\nTitle:    Vice President\n\nBenchmark 2026-V22– Pooling and Servicing Agreement\n\n \n\nEXHIBIT A-1\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS A-1\n\n[UNLESS THIS CERTIFICATE\nIS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE\nREGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR\nIN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER\nENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR\nTO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]**1**\n\n[TRANSFERS OF THIS GLOBAL\nCERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S\nNOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS\nSET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2\n\nTHIS CERTIFICATE DOES NOT REPRESENT AN INTEREST\nIN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO\nBELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR\nRESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY\nOR PRIVATE INSURER.\n\nPRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE\nARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE\nAT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.\n\nTHIS CERTIFICATE REPRESENTS A “REGULAR\nINTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)\nAND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.\n\n1\nLegend required as long as DTC is\nthe Depository under the Pooling and Servicing Agreement.\n\n2\nGlobal Certificate legend.** **\n\nA-1-1\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS A-1\n\nPass-Through\nRate: 4.62600% *per annum*\n \n\n \n \n\nFirst Distribution Date:\nJune 17, 2026\nCut-off Date:  With\nrespect to each Mortgage Loan and Serviced Companion Loan, the Due Date in May 2026 for that Mortgage Loan or Serviced Companion\nLoan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to May\n2026, the date that would have been its Due Date in May 2026 under the terms of that Mortgage Loan or Serviced Companion Loan, as\napplicable, if a Monthly Payment were scheduled to be due in that month).\n\n \n \n\nAggregate Initial Certificate Balance of the\nClass A-1\n\nCertificates:  $2,580,000\nScheduled Final Distribution Date: the Distribution\n\nDate in January 2031\n\n \n \n\n \n\nCUSIP:\n081942AA2\n\n \n\nInitial Certificate Balance of\nthis Certificate: $[___]\n\nISIN:\nUS081942AA25\n\n \n\n \n\nNo.:  [1]\n \n\nThis certifies that [           ]\nis the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the\nClass A-1 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by\nfirst liens on various types of commercial, multifamily and/or manufactured housing community properties and any Trust Subordinate Companion\nLoan(s) held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer\nand the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any\nTrust Subordinate Companion Loan(s) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder\nof this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing\nAgreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of\nthe Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also\nissued under the Pooling and Servicing Agreement are: (i) the Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class B, Class C,\nClass X-D, Class D, Class E, Class F-RR, Class G-RR, Class VRR and Class R Certificates (together with the Class A-1 Certificates,\nthe “Certificates” or the “Trust Certificates”; and the Holders of Certificates are collectively\nreferred to herein as “Certificateholders” or “Trust Certificateholders”); and (ii) an uncertificated\ninterest in the Trust Fund (the “Uncertificated VRR Interest” and, collectively with the Trust Certificates, the “Trust\nInterests”; and the owner of the Uncertificated VRR Interest is referred to herein as the “Uncertificated VRR Interest\nOwner” and, collectively with the Trust Certificateholders, the “Trust Interest Owners”).\n\nThis Certificate is issued\npursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 1, 2026 (the “Pooling and\nServicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer,\nLNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Wilmington Savings Fund\nSociety, FSB, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein\nshall have the meanings assigned thereto in the Pooling and Servicing Agreement.\n\nA-1-2\n\nThis Certificate represents\na “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,\nin Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.\n\nThe Certificate Administrator\nmakes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust Certificates,\nthe Mortgage Loans or any Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate Administrator\nunder the Pooling and Servicing Agreement.\n\nPursuant to the terms\nof the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Trust\nCertificate), on the 4th Business Day following the Determination Date in each month, commencing in June 2026 (each such date, a “Distribution\nDate”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s\npro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal\nand interest then distributable, if any, with respect to the Class A-1 Certificates for such Distribution Date, all as more fully\ndescribed in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of the Non-Vertically Retained\nPercentage of the Yield Maintenance Charges collected on the Mortgage Loans, as provided in the Pooling and Servicing Agreement.\n\nInterest accrued on this\nCertificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall Carryforward with respect to this Certificate,\nif any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest\nAccrual Period” with respect to any Distribution Date and with respect to the Class A-1 Certificates is the calendar\nmonth preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.\n\nAll distributions on the\nTrust Certificates (other than the final distribution on any Trust Certificate) will be made by the Certificate Administrator to the persons\nin whose names the Trust Certificates are registered at the close of business on each Record Date, which will be the last Business Day\nof the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately\navailable funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate\nfacilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions\nno less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order\napplicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution on each Trust\nCertificate shall be made in like manner, but only upon presentation and surrender of such Trust Certificate at the office of the Certificate\nAdministrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in a notice\nto Certificateholders of the pendency of the final distribution.\n\nAny funds not distributed\non the Termination Date because of the failure of any Trust Certificateholders to tender their Trust Certificates shall be set aside and\nheld in trust for the account of the appropriate non-tendering Trust Certificateholders, whereupon the Trust Fund shall terminate. If\nany Trust Interest as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement\nshall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator\nshall mail a second notice to the remaining Trust Interest Owners, at their last addresses shown in the Certificate Register, to surrender\ntheir Trust Interests for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within\none year after the second notice any Trust Interest shall not have been surrendered for cancellation, the Certificate Administrator may,\ndirectly or through an agent, take appropriate steps to contact the remaining Trust Interest Owners concerning surrender of their Trust\nInterests. The costs and expenses of maintaining such funds and of contacting Trust Interest Owners shall be paid out of the assets which\nremain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice any Trust\nInterests shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable\nto the Trust Interest Owners thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Trust\nInterest Owners until the earlier of (i) its termination as Certificate Administrator under the Pooling and Servicing Agreement and the\ntransfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and distribution of such\namounts to the Class R Certificateholders. No interest shall accrue or be payable to any Trust Interest Owner on any amount held as a\nresult of such Trust Interest Owner’s failure to surrender its Trust Interest(s) for final payment thereof in accordance with Section\n9.01 of the Pooling and Servicing Agreement.\n\nA-1-3\n\nThis Certificate is limited\nin right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically\nset forth herein and in the Pooling and Servicing Agreement.\n\nAs provided in the Pooling\nand Servicing Agreement, the Trust Fund includes: (i) such Trust Loans as from time to time are subject to the Pooling and Servicing Agreement,\ntogether with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust\nLoans due after the Cut-off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive\nof interest relating to periods prior to, but due after, the Cut-off Date); (iii) any REO Property (but, with respect to any REO Property\nrelating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv) all revenues received in respect\nof any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest\nin the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to\nthe Trust Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s\nrights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities\nor guaranties given as additional security for any Trust Loan; (viii) all of the Trustee’s and the Certificate Administrator’s\nrights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Trust Loans deposited in the Collection Account, the Distribution\nAccount, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any\nREO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating\nto the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the\nTrustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests and any Trust Subordinate\nCompanion Loan REMIC Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any Mortgage\nLoan REMIC Regular Interests; (xv) any Mortgage Loan REMIC Residual Interests identified on Exhibit P to the Pooling and Servicing\nAgreement; and (xvi) any and all Initial Month’s Interest Deposit Amounts and Initial Interest Deposit Amounts.\n\nThis Certificate does\nnot purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,\nrights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate\nAdministrator and Trustee.\n\nAs provided in the Pooling\nand Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of\nany Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,\none or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.\n\nPrior to due presentation\nof this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered\nas the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for\nall other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the\nOperating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the\nCertificate Administrator and the Trustee, without the consent of any of the Trust Certificateholders or any Uncertificated Interest Owners:\n\n(i)to cure any ambiguity to the extent that it does not adversely affect any Trust Certificateholders or\nany Uncertificated Interest Owner;\n\n(ii)to correct or supplement any of its provisions which may be inconsistent with any other provisions of\nthe Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;\n\n(iii)to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds\nReserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master\nServicer\n\nA-1-4\n\nRemittance Date shall in no event be\nlater than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material\nrespect the interests of any Trust Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel (at the\nexpense of the party requesting the amendment) or, if any Trust Certificate is then rated, as evidenced by a Rating Agency Confirmation\nfrom each Rating Agency with respect to such amendment;\n\n(iv)to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification\nof any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the\nTrust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party\nrequesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid\nor minimize such risk and (2) the action will not adversely affect in any material respect the interests of any Trust Certificateholders\nor any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer\nof the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect\nto the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment\nCompany Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations\nor (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements\nfor this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or\neliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;\n\n(v)to make any other provisions with respect to matters or questions arising under the Pooling and Servicing\nAgreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of (i)\nany Trust Certificateholder or Uncertificated Interest Owner or (iii) any holder of a Serviced Companion Loan not consenting thereto,\nas evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is then rated, a Rating Agency Confirmation from each\nof the Rating Agencies with respect to such amendment or supplement and, in the case of a securitized Serviced Companion Loan with rated\nServiced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result in\nthe downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that\nsuch rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied\nwith respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\n(vi)to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided\nthat (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the\nAsset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not\nbe withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations\nunder the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests\nof any Trust Certificateholder or Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Trust\nCertificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Trust Certificates; and provided,\nfurther that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and\n\n(vii)to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to\nmaintain the ratings assigned to each Class of Trust Certificates by each\n\nA-1-5\n\nRating Agency, provided that the\namendment will not adversely affect in any material respect the interests of (i) any Trust Certificateholder or Uncertificated Interest\nOwner or (ii) any holder of a Serviced Companion Loan not consenting thereto, as evidenced by an Opinion of Counsel or as evidenced by,\nif any Trust Certificate is then rated, a Rating Agency Confirmation from each of the Rating Agencies and, in the case of a securitized\nServiced Companion Loan with rated Serviced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that\nsuch action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,\nif any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation\nmay be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\nprovided, further\nthat no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or\nthe right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent\nof the Controlling Class Representative (or, if applicable, of any Loan-Specific Controlling Class Representative without the consent\nof such Loan-Specific Controlling Class Representative); (B) reduce the consultation rights or the right to receive information under\nthe Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the\nobligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase\nAgreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter\nor Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect in any material respect\nany Serviced Companion Loan Holder in its capacity as such without its consent (the lack of which material adverse effect must in the\ncase of, and under the circumstances described in, clauses (v) and (vii) above, be evidenced as described in such clauses). Expenses\nincurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, the Special\nServicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be\nborne by the Trust.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then\nacting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Trust Certificates representing\nin the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Trust Certificates affected by the amendment for the\npurpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement\nor of modifying in any manner the rights of the Trust Certificateholders and/or any Uncertificated Interest Owners; provided, however,\nthat no such amendment shall:\n\n(i)reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which\nare required to be distributed on a Trust Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,\nas applicable, without the consent of the Holder of that Trust Certificate or Uncertificated Interest or that Serviced Companion Loan\nHolder, as applicable;\n\n(ii) \nreduce the aforesaid percentage of Trust Certificates or any Uncertificated Interest, the Holders of which are required to consent to\nthe amendment without the consent of the\n\nA-1-6\n\nHolders of all Trust Certificates of\nthat Class then outstanding or of the applicable Uncertificated Interest Owner, as applicable;\n\n(iii)             \nchange in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage\nLoan Purchase Agreement without the consent of the affected Mortgage Loan Seller;\n\n(iv)              \nchange the definition of “Servicing Standard” without either (A) consent of 100% of the Trust Certificateholders and any\nUncertificated Interest Owners or (B) Rating Agency Confirmation;\n\n(v)               \nwithout the consent of 100% of the Trust Certificateholders that are adversely affected thereby, change (A) the percentages of Voting\nRights of Trust Certificateholders that are required to consent to any action or inaction under the Pooling and Servicing Agreement,\n(B) the right of the Trust Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the\nright of the Trust Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;\n\n(vi)              \nadversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;\n\n(vii)            \nadversely affect any Loan-Specific Controlling Class Representative without the consent of 100% of the Loan-Specific Controlling Class\nCertificateholders;\n\n(viii)          \nadversely affect in any material respect a Serviced Companion Loan Holder in its capacity as such without its consent; or\n\n(ix)              \nchange in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter\nor Initial Purchaser.\n\nThe Holders of the Controlling\nClass representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,\nor if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master\nServicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect\nan early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other\nparties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time\non or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less\nthan all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Whole Loan, subject to certain rights of the\nrelated Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property\nacquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any\nOutside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal\nto (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master\nServicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser\nof such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely\nin the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,\nif any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer\nor the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,\nremaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,\nin connection with such purchase).\n\nAny Person(s) effecting\nan early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative, each\nLoan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest Owner, or, in the case\nof a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class\nRepresentative, each Loan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest\nOwner)\n\nA-1-7\n\nof its intention to do so in writing at least\n30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing\nAgreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets of the Trust Fund pursuant to Section 9.01(c)\nof the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator\nshall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing\nAgreement.\n\nThe respective obligations\nand responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Trust Certificates, any\nUncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and\nto send certain notices to Trust Certificateholders and any Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement\nand to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and\ncertain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the\nControlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO\nProperties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement,\n(ii) the exchange by the Remaining Certificateholder of its Trust Certificates and any Uncertificated Interests for all the Trust\nLoans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing\nAgreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property\n(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling\nand Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants\nof Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing\nAgreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer\nor Special Servicer, as applicable, promptly following receipt thereof.\n\nUnless the Certificate\nof Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,\nby manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any\npurpose.\n\nA-1-8\n\n**IN WITNESS WHEREOF**,\nthe Certificate Administrator has caused this Class A-1 Certificate to be duly executed.\n\nCITIBANK, N.A., not in its individual capacity but solely\n\nas Certificate\nAdministrator\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nDated: ____________, 2026\n\n \n\n \n\nCERTIFICATE OF AUTHENTICATION\n\nThis is one of the Class A-1\nCertificates referred to in the Pooling and Servicing Agreement.\n\nDated: ____________, 2026\n\nCITIBANK, N.A.,\nnot in its individual capacity but solely\n\nas Authenticating Agent\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nA-1-9\n\nASSIGNMENT\n\nFOR VALUE RECEIVED, the\nundersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________\n______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)\nthe entire Percentage Interest represented by the within Class A-1 Certificate and hereby authorize(s) the registration of transfer\nof such interest to Assignee(s) on the Certificate Register of the Trust Fund.\n\nI (we) further direct\nthe Certificate Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented by the within Class A-1\nCertificates to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following address:\n\nDate: ** **\n\nSignature by or on behalf of Assignor(s)\n\nTaxpayer Identification Number\n\nA-1-10\n\nDISTRIBUTION INSTRUCTIONS\n\nThe Assignee(s) should\ninclude the following for purposes of distribution:\n\nAddress of the\nAssignee(s) for the purpose of receiving notices and distributions:\nDistributions, if being made by wire transfer in immediately available funds to __________________________ for the account of\n__________________________ account number ____________________________. This information is provided by\n______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.\n\nBy:\n\n[Please print or type name(s)]\n\nTitle\n\nTaxpayer Identification Number\n\nA-1-11\n\nEXHIBIT A-2\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS A-2\n\n[UNLESS THIS CERTIFICATE IS PRESENTED BY AN\nAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR\nREGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER\nNAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED\nBY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL\nINASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]**1**\n\n[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL\nBE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS\nOF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN\nTHE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]**2**\n\nTHIS CERTIFICATE DOES NOT REPRESENT AN INTEREST\nIN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO\nBELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR\nRESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY\nOR PRIVATE INSURER.\n\nPRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE\nARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE\nAT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.\n\nTHIS CERTIFICATE REPRESENTS A “REGULAR\nINTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)\nAND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.\n\n1\nLegend required as long as DTC is\nthe Depository under the Pooling and Servicing Agreement.\n\n2\nGlobal Certificate legend.** **\n\nA-2-1\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS A-2\n\nPass-Through\nRate:  4.98400% *per annum*\n \n\n \n \n\nFirst Distribution Date:\nJune 17, 2026\nCut-off Date:  With\nrespect to each Mortgage Loan and Serviced Companion Loan, the Due Date in May 2026 for that Mortgage Loan or Serviced Companion\nLoan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to May\n2026, the date that would have been its Due Date in May 2026 under the terms of that Mortgage Loan or Serviced Companion Loan, as\napplicable, if a Monthly Payment were scheduled to be due in that month).\n\n \n \n\nAggregate Initial Certificate Balance of the\nClass A-2\n\nCertificates:  $122,000,000\n\nScheduled Final Distribution Date: the Distribution Date\n\nin March 2031\n\n \n \n\n \n\nCUSIP: \n081942AB0\n\n \n\nInitial Certificate\nBalance of this Certificate: $[___]\n\nISIN:\nUS081942AB08\n\n \n\n \n\nNo.:  [1]\n \n\nThis certifies that [           ]\nis the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the\nClass A-2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by\nfirst liens on various types of commercial, multifamily and/or manufactured housing community properties and any Trust Subordinate Companion\nLoan(s) held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer\nand the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any\nTrust Subordinate Companion Loan(s) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder\nof this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing\nAgreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of\nthe Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also\nissued under the Pooling and Servicing Agreement are: (i) the Class A-1, Class A-3, Class X-A, Class X-B, Class A-S, Class B, Class C,\nClass X-D, Class D, Class E, Class F-RR, Class G-RR, Class VRR and Class R Certificates (together with the Class A-2 Certificates,\nthe “Certificates” or the “Trust Certificates”; and the Holders of Certificates are collectively\nreferred to herein as “Certificateholders” or “Trust Certificateholders”); and (ii) an uncertificated\ninterest in the Trust Fund (the “Uncertificated VRR Interest” and, collectively with the Trust Certificates, the “Trust\nInterests”; and the owner of the Uncertificated VRR Interest is referred to herein as the “Uncertificated VRR Interest\nOwner” and, collectively with the Trust Certificateholders, the “Trust Interest Owners”).\n\nThis Certificate is issued\npursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 1, 2026 (the “Pooling and\nServicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer,\nLNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Wilmington Savings Fund\nSociety, FSB, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein\nshall have the meanings assigned thereto in the Pooling and Servicing Agreement.\n\nA-2-2\n\nThis Certificate represents\na “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,\nin Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.\n\nThe Certificate Administrator\nmakes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust Certificates,\nthe Mortgage Loans or any Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate Administrator\nunder the Pooling and Servicing Agreement.\n\nPursuant to the terms\nof the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Trust\nCertificate), on the 4th Business Day following the Determination Date in each month, commencing in June 2026 (each such date, a “Distribution\nDate”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s\npro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal\nand interest then distributable, if any, with respect to the Class A-2 Certificates for such Distribution Date, all as more fully\ndescribed in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of the Non-Vertically Retained\nPercentage of the Yield Maintenance Charges collected on the Mortgage Loans, as provided in the Pooling and Servicing Agreement.\n\nInterest accrued on this\nCertificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall Carryforward with respect to this Certificate,\nif any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest\nAccrual Period” with respect to any Distribution Date and with respect to the Class A-2 Certificates is the calendar month preceding\nthe month in which such Distribution Date occurs and is assumed to consist of 30 days.\n\nAll distributions on the\nTrust Certificates (other than the final distribution on any Trust Certificate) will be made by the Certificate Administrator to the persons\nin whose names the Trust Certificates are registered at the close of business on each Record Date, which will be the last Business Day\nof the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately\navailable funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate\nfacilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions\nno less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order\napplicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution on each Trust\nCertificate shall be made in like manner, but only upon presentation and surrender of such Trust Certificate at the office of the Certificate\nAdministrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in a notice\nto Certificateholders of the pendency of the final distribution.\n\nAny funds not distributed\non the Termination Date because of the failure of any Trust Certificateholders to tender their Trust Certificates shall be set aside and\nheld in trust for the account of the appropriate non-tendering Trust Certificateholders, whereupon the Trust Fund shall terminate. If\nany Trust Interest as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement\nshall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator\nshall mail a second notice to the remaining Trust Interest Owners, at their last addresses shown in the Certificate Register, to surrender\ntheir Trust Interests for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within\none year after the second notice any Trust Interest shall not have been surrendered for cancellation, the Certificate Administrator may,\ndirectly or through an agent, take appropriate steps to contact the remaining Trust Interest Owners concerning surrender of their Trust\nInterests. The costs and expenses of maintaining such funds and of contacting Trust Interest Owners shall be paid out of the assets which\nremain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice any Trust\nInterests shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable\nto the Trust Interest Owners thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Trust\nInterest Owners until the earlier of (i) its termination as Certificate Administrator under the Pooling and Servicing Agreement and the\ntransfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and distribution of such\namounts to the Class R Certificateholders. No interest shall accrue or be payable to any Trust Interest Owner on any amount held as a\nresult of such Trust Interest Owner’s failure to surrender its Trust Interest(s) for final payment thereof in accordance with Section\n9.01 of the Pooling and Servicing Agreement.\n\nA-2-3\n\nThis Certificate is limited\nin right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically\nset forth herein and in the Pooling and Servicing Agreement.\n\nAs provided in the Pooling\nand Servicing Agreement, the Trust Fund includes: (i) such Trust Loans as from time to time are subject to the Pooling and Servicing Agreement,\ntogether with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust\nLoans due after the Cut-off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive\nof interest relating to periods prior to, but due after, the Cut-off Date); (iii) any REO Property (but, with respect to any REO Property\nrelating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv) all revenues received in respect\nof any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest\nin the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to\nthe Trust Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s\nrights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities\nor guaranties given as additional security for any Trust Loan; (viii) all of the Trustee’s and the Certificate Administrator’s\nrights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Trust Loans deposited in the Collection Account, the Distribution\nAccount, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any\nREO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating\nto the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the\nTrustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests and any Trust Subordinate\nCompanion Loan REMIC Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any Mortgage\nLoan REMIC Regular Interests; (xv) any Mortgage Loan REMIC Residual Interests identified on Exhibit P to the Pooling and Servicing\nAgreement; and (xvi) any and all Initial Month’s Interest Deposit Amounts and Initial Interest Deposit Amounts.\n\nThis Certificate does\nnot purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,\nrights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate\nAdministrator and Trustee.\n\nAs provided in the Pooling\nand Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of\nany Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,\none or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.\n\nPrior to due presentation\nof this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered\nas the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for\nall other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the\nOperating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the\nCertificate Administrator and the Trustee, without the consent of any of the Trust Certificateholders or any Uncertificated Interest Owners:\n\n(i)to cure any ambiguity to the extent that it does not adversely affect any Trust Certificateholders or\nany Uncertificated Interest Owner;\n\n(ii)to correct or supplement any of its provisions which may be inconsistent with any other provisions of\nthe Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;\n\n(iii)to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds\nReserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master\nServicer\n\nA-2-4\n\nRemittance Date shall in no event be\nlater than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material\nrespect the interests of any Trust Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel (at the\nexpense of the party requesting the amendment) or, if any Trust Certificate is then rated, as evidenced by a Rating Agency Confirmation\nfrom each Rating Agency with respect to such amendment;\n\n(iv)to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification\nof any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the\nTrust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party\nrequesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid\nor minimize such risk and (2) the action will not adversely affect in any material respect the interests of any Trust Certificateholders\nor any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer\nof the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect\nto the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment\nCompany Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations\nor (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements\nfor this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or\neliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;\n\n(v)to make any other provisions with respect to matters or questions arising under the Pooling and Servicing\nAgreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of (i)\nany Trust Certificateholder or Uncertificated Interest Owner or (iii) any holder of a Serviced Companion Loan not consenting thereto,\nas evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is then rated, a Rating Agency Confirmation from each\nof the Rating Agencies with respect to such amendment or supplement and, in the case of a securitized Serviced Companion Loan with rated\nServiced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result in\nthe downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that\nsuch rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied\nwith respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\n(vi)to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided\nthat (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the\nAsset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not\nbe withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations\nunder the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests\nof any Trust Certificateholder or Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Trust\nCertificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Trust Certificates; and provided,\nfurther that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and\n\n(vii)to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to\nmaintain the ratings assigned to each Class of Trust Certificates by each\n\nA-2-5\n\nRating Agency, provided that the\namendment will not adversely affect in any material respect the interests of (i) any Trust Certificateholder or Uncertificated Interest\nOwner or (ii) any holder of a Serviced Companion Loan not consenting thereto, as evidenced by an Opinion of Counsel or as evidenced by,\nif any Trust Certificate is then rated, a Rating Agency Confirmation from each of the Rating Agencies and, in the case of a securitized\nServiced Companion Loan with rated Serviced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that\nsuch action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,\nif any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation\nmay be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\nprovided, further\nthat no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or\nthe right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent\nof the Controlling Class Representative (or, if applicable, of any Loan-Specific Controlling Class Representative without the consent\nof such Loan-Specific Controlling Class Representative); (B) reduce the consultation rights or the right to receive information under\nthe Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the\nobligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase\nAgreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter\nor Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect in any material respect\nany Serviced Companion Loan Holder in its capacity as such without its consent (the lack of which material adverse effect must in the\ncase of, and under the circumstances described in, clauses (v) and (vii) above, be evidenced as described in such clauses). Expenses\nincurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, the Special\nServicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be\nborne by the Trust.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then\nacting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Trust Certificates representing\nin the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Trust Certificates affected by the amendment for the\npurpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement\nor of modifying in any manner the rights of the Trust Certificateholders and/or any Uncertificated Interest Owners; provided, however,\nthat no such amendment shall:\n\n(i)reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which\nare required to be distributed on a Trust Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,\nas applicable, without the consent of the Holder of that Trust Certificate or Uncertificated Interest or that Serviced Companion Loan\nHolder, as applicable;\n\n(ii)               \nreduce the aforesaid percentage of Trust Certificates or any Uncertificated Interest, the Holders of which are required to consent to\nthe amendment without the consent of the\n\nA-2-6\n\nHolders of all Trust Certificates of\nthat Class then outstanding or of the applicable Uncertificated Interest Owner, as applicable;\n\n(iii)             \nchange in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage\nLoan Purchase Agreement without the consent of the affected Mortgage Loan Seller;\n\n(iv)              \nchange the definition of “Servicing Standard” without either (A) consent of 100% of the Trust Certificateholders and any\nUncertificated Interest Owners or (B) Rating Agency Confirmation;\n\n(v)               \nwithout the consent of 100% of the Trust Certificateholders that are adversely affected thereby, change (A) the percentages of Voting\nRights of Trust Certificateholders that are required to consent to any action or inaction under the Pooling and Servicing Agreement,\n(B) the right of the Trust Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the\nright of the Trust Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;\n\n(vi)              \nadversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;\n\n(vii)            \nadversely affect any Loan-Specific Controlling Class Representative without the consent of 100% of the Loan-Specific Controlling Class\nCertificateholders;\n\n(viii)          \nadversely affect in any material respect a Serviced Companion Loan Holder in its capacity as such without its consent; or\n\n(ix)              \nchange in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter\nor Initial Purchaser.\n\nThe Holders of the Controlling\nClass representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,\nor if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master\nServicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect\nan early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other\nparties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time\non or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less\nthan all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Whole Loan, subject to certain rights of the\nrelated Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property\nacquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any\nOutside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal\nto (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master\nServicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser\nof such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely\nin the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,\nif any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer\nor the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,\nremaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,\nin connection with such purchase).\n\nAny Person(s) effecting\nan early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative, each\nLoan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest Owner, or, in the case\nof a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class\nRepresentative, each Loan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest\nOwner)\n\nA-2-7\n\nof its intention to do so in writing at least\n30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing\nAgreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets of the Trust Fund pursuant to Section 9.01(c)\nof the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator\nshall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing\nAgreement.\n\nThe respective obligations\nand responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Trust Certificates, any\nUncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and\nto send certain notices to Trust Certificateholders and any Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement\nand to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and\ncertain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the\nControlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO\nProperties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement,\n(ii) the exchange by the Remaining Certificateholder of its Trust Certificates and any Uncertificated Interests for all the Trust\nLoans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing\nAgreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property\n(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling\nand Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants\nof Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing\nAgreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer\nor Special Servicer, as applicable, promptly following receipt thereof.\n\nUnless the Certificate\nof Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,\nby manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any\npurpose.\n\n \n\nA-2-8\n\n**IN WITNESS WHEREOF**,\nthe Certificate Administrator has caused this Class A-2 Certificate to be duly executed.\n\nCITIBANK, N.A., not in its individual capacity but solely\n\nas Certificate\nAdministrator\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nDated: ____________, 2026\n\n \n\n \n\nCERTIFICATE OF AUTHENTICATION\n\nThis is one of the Class A-2\nCertificates referred to in the Pooling and Servicing Agreement.\n\nDated: ____________, 2026\n\nCITIBANK, N.A.,\nnot in its individual capacity but solely\n\nas Authenticating Agent\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nA-2-9\n\nASSIGNMENT\n\nFOR VALUE RECEIVED, the\nundersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________\n______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)\nthe entire Percentage Interest represented by the within Class A-2 Certificate and hereby authorize(s) the registration of transfer of\nsuch interest to Assignee(s) on the Certificate Register of the Trust Fund.\n\nI (we) further direct\nthe Certificate Registrar to issue a new Class A-2 Certificate of the entire Percentage Interest represented by the within Class A-2 Certificates\nto the above-named Assignee(s) and to deliver such Class A-2 Certificate to the following address:\n\nDate: ** **\n\nSignature by or on behalf of Assignor(s)\n\nTaxpayer Identification Number\n\nA-2-10\n\nDISTRIBUTION INSTRUCTIONS\n\nThe Assignee(s) should\ninclude the following for purposes of distribution:\n\nAddress of the\nAssignee(s) for the purpose of receiving notices and distributions: Distributions, if being made by wire\ntransfer in immediately available funds to __________________________ for the account of __________________________ account number\n____________________________. This information is provided by ______________________________, the Assignee(s) named above or\n____________________________________ as its (their) agent.\n\nBy:\n\n[Please print or type name(s)]\n\nTitle\n\nTaxpayer Identification Number\n\nA-2-11\n\nEXHIBIT A-3\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS A-3\n\n[UNLESS THIS CERTIFICATE IS PRESENTED BY AN\nAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR\nREGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER\nNAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED\nBY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL\nINASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]**1**\n\n[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL\nBE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS\nOF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN\nTHE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]**2**\n\nTHIS CERTIFICATE DOES NOT REPRESENT AN INTEREST\nIN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO\nBELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR\nRESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY\nOR PRIVATE INSURER.\n\nPRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE\nARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE\nAT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.\n\nTHIS CERTIFICATE REPRESENTS A “REGULAR\nINTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)\nAND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.\n\n1\nLegend required as long as DTC is\nthe Depository under the Pooling and Servicing Agreement.\n\n2\nGlobal Certificate legend.** **\n\nA-3-1\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS A-3\n\nPass-Through\nRate:  5.46800% *per annum*\n \n\n \n \n\nFirst Distribution Date:\nJune 17, 2026\nCut-off Date:  With\nrespect to each Mortgage Loan and Serviced Companion Loan, the Due Date in May 2026 for that Mortgage Loan or Serviced Companion\nLoan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to May\n2026, the date that would have been its Due Date in May 2026 under the terms of that Mortgage Loan or Serviced Companion Loan, as\napplicable, if a Monthly Payment were scheduled to be due in that month).\n\n \n \n\nAggregate Initial Certificate Balance of the\nClass A-3\n\nCertificates:  $386,350,000\nScheduled Final Distribution\nDate: the Distribution Date\n\nin May 2031\n\n \n \n\n \n\nCUSIP: \n081942AC8\n\n \n\nInitial Certificate\nBalance of this Certificate: $[___]\n\nISIN:\nUS081942AC80\n\n \n\n \n\nNo.:  [1]\n \n\nThis certifies that [           ]\nis the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the\nClass A-3 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first\nliens on various types of commercial, multifamily and/or manufactured housing community properties and any Trust Subordinate Companion\nLoan(s) held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer\nand the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any\nTrust Subordinate Companion Loan(s) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder\nof this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing\nAgreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of\nthe Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also\nissued under the Pooling and Servicing Agreement are: (i) the Class A-1, Class A-2, Class X-A, Class X-B, Class A-S, Class B, Class C,\nClass X-D, Class D, Class E, Class F-RR, Class G-RR, Class VRR and Class R Certificates (together with the Class A-3 Certificates,\nthe “Certificates” or the “Trust Certificates”; and the Holders of Certificates are collectively\nreferred to herein as “Certificateholders” or “Trust Certificateholders”); and (ii) an uncertificated\ninterest in the Trust Fund (the “Uncertificated VRR Interest” and, collectively with the Trust Certificates, the “Trust\nInterests”; and the owner of the Uncertificated VRR Interest is referred to herein as the “Uncertificated VRR Interest\nOwner” and, collectively with the Trust Certificateholders, the “Trust Interest Owners”).\n\nThis Certificate is issued\npursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 1, 2026 (the “Pooling and\nServicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer,\nLNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Wilmington Savings Fund\nSociety, FSB, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein\nshall have the meanings assigned thereto in the Pooling and Servicing Agreement.\n\nA-3-2\n\nThis Certificate represents\na “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,\nin Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.\n\nThe Certificate Administrator\nmakes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust Certificates,\nthe Mortgage Loans or any Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate Administrator\nunder the Pooling and Servicing Agreement.\n\nPursuant to the terms\nof the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Trust\nCertificate), on the 4th Business Day following the Determination Date in each month, commencing in June 2026 (each such date, a “Distribution\nDate”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s\npro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal\nand interest then distributable, if any, with respect to the Class A-3 Certificates for such Distribution Date, all as more fully\ndescribed in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of the Non-Vertically Retained\nPercentage of the Yield Maintenance Charges collected on the Mortgage Loans, as provided in the Pooling and Servicing Agreement.\n\nInterest accrued on this\nCertificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall Carryforward with respect to this Certificate,\nif any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest\nAccrual Period” with respect to any Distribution Date and with respect to the Class A-3 Certificates is the calendar month\npreceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.\n\nAll distributions on the\nTrust Certificates (other than the final distribution on any Trust Certificate) will be made by the Certificate Administrator to the persons\nin whose names the Trust Certificates are registered at the close of business on each Record Date, which will be the last Business Day\nof the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately\navailable funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate\nfacilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions\nno less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order\napplicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution on each Trust\nCertificate shall be made in like manner, but only upon presentation and surrender of such Trust Certificate at the office of the Certificate\nAdministrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in a notice\nto Certificateholders of the pendency of the final distribution.\n\nAny funds not distributed\non the Termination Date because of the failure of any Trust Certificateholders to tender their Trust Certificates shall be set aside and\nheld in trust for the account of the appropriate non-tendering Trust Certificateholders, whereupon the Trust Fund shall terminate. If\nany Trust Interest as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement\nshall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator\nshall mail a second notice to the remaining Trust Interest Owners, at their last addresses shown in the Certificate Register, to surrender\ntheir Trust Interests for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within\none year after the second notice any Trust Interest shall not have been surrendered for cancellation, the Certificate Administrator may,\ndirectly or through an agent, take appropriate steps to contact the remaining Trust Interest Owners concerning surrender of their Trust\nInterests. The costs and expenses of maintaining such funds and of contacting Trust Interest Owners shall be paid out of the assets which\nremain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice any Trust\nInterests shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable\nto the Trust Interest Owners thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Trust\nInterest Owners until the earlier of (i) its termination as Certificate Administrator under the Pooling and Servicing Agreement and the\ntransfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and distribution of such\namounts to the Class R Certificateholders. No interest shall accrue or be payable to any Trust Interest Owner on any amount held as a\nresult of such Trust Interest Owner’s failure to surrender its Trust Interest(s) for final payment thereof in accordance with Section\n9.01 of the Pooling and Servicing Agreement.\n\nA-3-3\n\nThis Certificate is limited\nin right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically\nset forth herein and in the Pooling and Servicing Agreement.\n\nAs provided in the Pooling\nand Servicing Agreement, the Trust Fund includes: (i) such Trust Loans as from time to time are subject to the Pooling and Servicing Agreement,\ntogether with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust\nLoans due after the Cut-off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive\nof interest relating to periods prior to, but due after, the Cut-off Date); (iii) any REO Property (but, with respect to any REO Property\nrelating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv) all revenues received in respect\nof any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest\nin the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to\nthe Trust Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s\nrights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities\nor guaranties given as additional security for any Trust Loan; (viii) all of the Trustee’s and the Certificate Administrator’s\nrights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Trust Loans deposited in the Collection Account, the Distribution\nAccount, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any\nREO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating\nto the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the\nTrustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests and any Trust Subordinate\nCompanion Loan REMIC Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any Mortgage\nLoan REMIC Regular Interests; (xv) any Mortgage Loan REMIC Residual Interests identified on Exhibit P to the Pooling and Servicing\nAgreement; and (xvi) any and all Initial Month’s Interest Deposit Amounts and Initial Interest Deposit Amounts.\n\nThis Certificate does\nnot purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,\nrights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate\nAdministrator and Trustee.\n\nAs provided in the Pooling\nand Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of\nany Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,\none or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.\n\nPrior to due presentation\nof this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered\nas the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for\nall other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the\nOperating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the\nCertificate Administrator and the Trustee, without the consent of any of the Trust Certificateholders or any Uncertificated Interest Owners:\n\n(i)to cure any ambiguity to the extent that it does not adversely affect any Trust Certificateholders or\nany Uncertificated Interest Owner;\n\n(ii)to correct or supplement any of its provisions which may be inconsistent with any other provisions of\nthe Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;\n\n(iii)to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds\nReserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master\nServicer\n\nA-3-4\n\nRemittance Date shall in no event be\nlater than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material\nrespect the interests of any Trust Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel (at the\nexpense of the party requesting the amendment) or, if any Trust Certificate is then rated, as evidenced by a Rating Agency Confirmation\nfrom each Rating Agency with respect to such amendment;\n\n(iv)to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification\nof any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the\nTrust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party\nrequesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid\nor minimize such risk and (2) the action will not adversely affect in any material respect the interests of any Trust Certificateholders\nor any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer\nof the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect\nto the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment\nCompany Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations\nor (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements\nfor this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or\neliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;\n\n(v)to make any other provisions with respect to matters or questions arising under the Pooling and Servicing\nAgreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of (i)\nany Trust Certificateholder or Uncertificated Interest Owner or (iii) any holder of a Serviced Companion Loan not consenting thereto,\nas evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is then rated, a Rating Agency Confirmation from each\nof the Rating Agencies with respect to such amendment or supplement and, in the case of a securitized Serviced Companion Loan with rated\nServiced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result in\nthe downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that\nsuch rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied\nwith respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\n(vi)to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided\nthat (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the\nAsset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not\nbe withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations\nunder the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests\nof any Trust Certificateholder or Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Trust\nCertificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Trust Certificates; and provided,\nfurther that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and\n\n(vii)to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to\nmaintain the ratings assigned to each Class of Trust Certificates by each\n\nA-3-5\n\nRating Agency, provided that the\namendment will not adversely affect in any material respect the interests of (i) any Trust Certificateholder or Uncertificated Interest\nOwner or (ii) any holder of a Serviced Companion Loan not consenting thereto, as evidenced by an Opinion of Counsel or as evidenced by,\nif any Trust Certificate is then rated, a Rating Agency Confirmation from each of the Rating Agencies and, in the case of a securitized\nServiced Companion Loan with rated Serviced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that\nsuch action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,\nif any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation\nmay be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\nprovided, further\nthat no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or\nthe right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent\nof the Controlling Class Representative (or, if applicable, of any Loan-Specific Controlling Class Representative without the consent\nof such Loan-Specific Controlling Class Representative); (B) reduce the consultation rights or the right to receive information under\nthe Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the\nobligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase\nAgreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter\nor Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect in any material respect\nany Serviced Companion Loan Holder in its capacity as such without its consent (the lack of which material adverse effect must in the\ncase of, and under the circumstances described in, clauses (v) and (vii) above, be evidenced as described in such clauses). Expenses\nincurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, the Special\nServicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be\nborne by the Trust.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then\nacting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Trust Certificates representing\nin the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Trust Certificates affected by the amendment for the\npurpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement\nor of modifying in any manner the rights of the Trust Certificateholders and/or any Uncertificated Interest Owners; provided, however,\nthat no such amendment shall:\n\n(i)reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which\nare required to be distributed on a Trust Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,\nas applicable, without the consent of the Holder of that Trust Certificate or Uncertificated Interest or that Serviced Companion Loan\nHolder, as applicable;\n\n(ii)               \nreduce the aforesaid percentage of Trust Certificates or any Uncertificated Interest, the Holders of which are required to consent to\nthe amendment without the consent of the\n\nA-3-6\n\nHolders of all Trust Certificates of\nthat Class then outstanding or of the applicable Uncertificated Interest Owner, as applicable;\n\n(iii)             \nchange in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage\nLoan Purchase Agreement without the consent of the affected Mortgage Loan Seller;\n\n(iv)              \nchange the definition of “Servicing Standard” without either (A) consent of 100% of the Trust Certificateholders and any\nUncertificated Interest Owners or (B) Rating Agency Confirmation;\n\n(v)               \nwithout the consent of 100% of the Trust Certificateholders that are adversely affected thereby, change (A) the percentages of Voting\nRights of Trust Certificateholders that are required to consent to any action or inaction under the Pooling and Servicing Agreement,\n(B) the right of the Trust Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the\nright of the Trust Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;\n\n(vi)              \nadversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;\n\n(vii)            \nadversely affect any Loan-Specific Controlling Class Representative without the consent of 100% of the Loan-Specific Controlling Class\nCertificateholders;\n\n(viii)          \nadversely affect in any material respect a Serviced Companion Loan Holder in its capacity as such without its consent; or\n\n(ix)              \nchange in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter\nor Initial Purchaser.\n\nThe Holders of the Controlling\nClass representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,\nor if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master\nServicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect\nan early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other\nparties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time\non or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less\nthan all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Whole Loan, subject to certain rights of the\nrelated Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property\nacquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any\nOutside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal\nto (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master\nServicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser\nof such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely\nin the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,\nif any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer\nor the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,\nremaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,\nin connection with such purchase).\n\nAny Person(s) effecting\nan early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative, each\nLoan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest Owner, or, in the case\nof a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class\nRepresentative, each Loan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest\nOwner)\n\nA-3-7\n\nof its intention to do so in writing at least\n30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing\nAgreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets of the Trust Fund pursuant to Section 9.01(c)\nof the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator\nshall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing\nAgreement.\n\nThe respective obligations\nand responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Trust Certificates, any\nUncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and\nto send certain notices to Trust Certificateholders and any Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement\nand to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and\ncertain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the\nControlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO\nProperties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement,\n(ii) the exchange by the Remaining Certificateholder of its Trust Certificates and any Uncertificated Interests for all the Trust\nLoans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing\nAgreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property\n(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling\nand Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants\nof Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing\nAgreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer\nor Special Servicer, as applicable, promptly following receipt thereof.\n\nUnless the Certificate\nof Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,\nby manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any\npurpose.\n\n \n\nA-3-8\n\n**IN WITNESS WHEREOF**,\nthe Certificate Administrator has caused this Class A-3 Certificate to be duly executed.\n\nCITIBANK, N.A., not in its individual capacity but solely\n\nas Certificate\nAdministrator\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nDated: ____________, 2026\n\n \n\n \n\nCERTIFICATE OF AUTHENTICATION\n\nThis is one of the Class A-3\nCertificates referred to in the Pooling and Servicing Agreement.\n\nDated: ____________, 2026\n\nCITIBANK, N.A.,\nnot in its individual capacity but solely\n\nas Authenticating Agent\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nA-3-9\n\nASSIGNMENT\n\nFOR VALUE RECEIVED, the\nundersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________\n______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)\nthe entire Percentage Interest represented by the within Class A-3 Certificate and hereby authorize(s) the registration of transfer\nof such interest to Assignee(s) on the Certificate Register of the Trust Fund.\n\nI (we) further direct\nthe Certificate Registrar to issue a new Class A-3 Certificate of the entire Percentage Interest represented by the within Class A-3\nCertificates to the above-named Assignee(s) and to deliver such Class A-3 Certificate to the following address:\n\nDate: ** **\n\nSignature by or on behalf of Assignor(s)\n\nTaxpayer Identification Number\n\nA-3-10\n\nDISTRIBUTION INSTRUCTIONS\n\nThe Assignee(s) should\ninclude the following for purposes of distribution:\n\nAddress of the\nAssignee(s) for the purpose of receiving notices and distributions:\nDistributions, if being made by wire transfer in immediately available funds to __________________________ for the account of\n__________________________ account number ____________________________. This information is provided by\n______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.\n\nBy:\n\n[Please print or type name(s)]\n\nTitle\n\nTaxpayer Identification Number\n\nA-3-11\n\nEXHIBIT A-4\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS X-A\n\n[UNLESS THIS CERTIFICATE IS PRESENTED BY AN\nAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR\nREGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER\nNAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED\nBY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL\nINASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]**1**\n\n[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL\nBE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS\nOF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN\nTHE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]**2**\n\nTHIS CERTIFICATE DOES NOT REPRESENT AN INTEREST\nIN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO\nBELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR\nRESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY\nOR PRIVATE INSURER.\n\nTHE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL\nBE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2 AND CLASS A-3 certificates.\nACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.\n\nTHIS CLASS X-A CERTIFICATE WILL NOT BE\nENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.\n\nTHIS CERTIFICATE REPRESENTS A “REGULAR\nINTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)\nAND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.\n\n1\nLegend required as long as DTC is\nthe Depository under the Pooling and Servicing Agreement.\n\n2\nGlobal Certificate legend.** **\n\nA-4-1\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS X-A\n\nPass-Through\nRate:  Variable IO3\n \n\n \n \n\nFirst Distribution Date:\nJune 17, 2026\nCut-off Date:  With\nrespect to each Mortgage Loan and Serviced Companion Loan, the Due Date in May 2026 for that Mortgage Loan or Serviced Companion\nLoan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to May\n2026, the date that would have been its Due Date in May 2026 under the terms of that Mortgage Loan or Serviced Companion Loan, as\napplicable, if a Monthly Payment were scheduled to be due in that month).\n\n \n \n\nAggregate Initial Notional Amount of the Class X-A\n\nCertificates:  $510,930,000\nScheduled Final Distribution\nDate: the Distribution Date\n\nin May 2031\n\n \n \n\n \n\nCUSIP:  081942AT1\n\n \n\nInitial Notional\nAmount of this Certificate: $[___]\n\nISIN:                US081942AT16\n\n \n\n \n\nNo.:  [1]\n \n\nThis certifies that [           ]\nis the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the\nClass X-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first\nliens on various types of commercial, multifamily and/or manufactured housing community properties and any Trust Subordinate Companion\nLoan(s) held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer\nand the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any\nTrust Subordinate Companion Loan(s) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder\nof this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing\nAgreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of\nthe Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also\nissued under the Pooling and Servicing Agreement are: (i) the Class A-1, Class A-2, Class A-3, Class X-B, Class A-S, Class B, Class C,\nClass X-D, Class D, Class E, Class F-RR, Class G-RR, Class VRR and Class R Certificates (together with the Class X-A Certificates,\nthe “Certificates” or the “Trust Certificates”; and the Holders of Certificates are collectively\nreferred to herein as “Certificateholders” or “Trust Certificateholders”); and (ii) an uncertificated\ninterest in the Trust Fund (the “Uncertificated VRR Interest” and, collectively with the Trust Certificates, the “Trust\nInterests”; and the owner of the Uncertificated VRR Interest is referred to herein as the “Uncertificated VRR Interest\nOwner” and, collectively with the Trust Certificateholders, the “Trust Interest Owners”).\n\nThis Certificate is issued\npursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 1, 2026 (the “Pooling and\nServicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer,\nLNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Wilmington Savings Fund\nSociety, FSB, as\n\n3\nThe initial approximate Pass-Through Rate as of the Closing Date is 1.21805% *per annum*.\n\nA-4-2\n\nTrustee, and Citibank, N.A., as Certificate\nAdministrator. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling\nand Servicing Agreement.\n\nThis Certificate represents\na “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,\nin Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.\n\nThe Certificate Administrator\nmakes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust Certificates,\nthe Mortgage Loans or any Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate Administrator\nunder the Pooling and Servicing Agreement.\n\nPursuant to the terms\nof the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Trust\nCertificate), on the 4th Business Day following the Determination Date in each month, commencing in June 2026 (each such date, a “Distribution\nDate”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s\npro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest\nthen distributable, if any, with respect to the Class X-A Certificates for such Distribution Date, all as more fully described in\nthe Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of the Non-Vertically Retained Percentage\nof the Yield Maintenance Charges collected on the Mortgage Loans, as provided in the Pooling and Servicing Agreement.\n\nInterest accrued on this\nCertificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall Carryforward with respect to this Certificate,\nif any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest\nAccrual Period” with respect to any Distribution Date and with respect to the Class X-A Certificates is the calendar month\npreceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.\n\nAll distributions on the\nTrust Certificates (other than the final distribution on any Trust Certificate) will be made by the Certificate Administrator to the persons\nin whose names the Trust Certificates are registered at the close of business on each Record Date, which will be the last Business Day\nof the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately\navailable funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate\nfacilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions\nno less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order\napplicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution on each Trust\nCertificate shall be made in like manner, but only upon presentation and surrender of such Trust Certificate at the office of the Certificate\nAdministrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in a notice\nto Certificateholders of the pendency of the final distribution.\n\nAny funds not distributed\non the Termination Date because of the failure of any Trust Certificateholders to tender their Trust Certificates shall be set aside and\nheld in trust for the account of the appropriate non-tendering Trust Certificateholders, whereupon the Trust Fund shall terminate. If\nany Trust Interest as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement\nshall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator\nshall mail a second notice to the remaining Trust Interest Owners, at their last addresses shown in the Certificate Register, to surrender\ntheir Trust Interests for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within\none year after the second notice any Trust Interest shall not have been surrendered for cancellation, the Certificate Administrator may,\ndirectly or through an agent, take appropriate steps to contact the remaining Trust Interest Owners concerning surrender of their Trust\nInterests. The costs and expenses of maintaining such funds and of contacting Trust Interest Owners shall be paid out of the assets which\nremain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice any Trust\nInterests shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable\nto the Trust Interest Owners thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Trust\nInterest Owners until the earlier of (i) its termination as Certificate Administrator under the Pooling and Servicing Agreement and the\ntransfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and distribution of such\namounts to the Class R\n\nA-4-3\n\nCertificateholders. No interest shall accrue\nor be payable to any Trust Interest Owner on any amount held as a result of such Trust Interest Owner’s failure to surrender its\nTrust Interest(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.\n\nThis Certificate is limited\nin right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically\nset forth herein and in the Pooling and Servicing Agreement.\n\nAs provided in the Pooling\nand Servicing Agreement, the Trust Fund includes: (i) such Trust Loans as from time to time are subject to the Pooling and Servicing Agreement,\ntogether with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust\nLoans due after the Cut-off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive\nof interest relating to periods prior to, but due after, the Cut-off Date); (iii) any REO Property (but, with respect to any REO Property\nrelating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv) all revenues received in respect\nof any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest\nin the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to\nthe Trust Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s\nrights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities\nor guaranties given as additional security for any Trust Loan; (viii) all of the Trustee’s and the Certificate Administrator’s\nrights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Trust Loans deposited in the Collection Account, the Distribution\nAccount, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any\nREO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating\nto the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the\nTrustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests and any Trust Subordinate\nCompanion Loan REMIC Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any Mortgage\nLoan REMIC Regular Interests; (xv) any Mortgage Loan REMIC Residual Interests identified on Exhibit P to the Pooling and Servicing\nAgreement; and (xvi) any and all Initial Month’s Interest Deposit Amounts and Initial Interest Deposit Amounts.\n\nThis Certificate does\nnot purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,\nrights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate\nAdministrator and Trustee.\n\nAs provided in the Pooling\nand Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of\nany Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,\none or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.\n\nPrior to due presentation\nof this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered\nas the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for\nall other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the\nOperating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the\nCertificate Administrator and the Trustee, without the consent of any of the Trust Certificateholders or any Uncertificated Interest Owners:\n\n(i)to cure any ambiguity to the extent that it does not adversely affect any Trust Certificateholders or\nany Uncertificated Interest Owner;\n\n(ii)to correct or supplement any of its provisions which may be inconsistent with any other provisions of\nthe Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;\n\nA-4-4\n\n(iii)to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds\nReserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master\nServicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change\nwould not adversely affect in any material respect the interests of any Trust Certificateholder or any Uncertificated Interest Owner,\nas evidenced by an Opinion of Counsel (at the expense of the party requesting the amendment) or, if any Trust Certificate is then rated,\nas evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;\n\n(iv)to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification\nof any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the\nTrust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party\nrequesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid\nor minimize such risk and (2) the action will not adversely affect in any material respect the interests of any Trust Certificateholders\nor any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer\nof the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect\nto the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment\nCompany Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations\nor (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements\nfor this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or\neliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;\n\n(v)to make any other provisions with respect to matters or questions arising under the Pooling and Servicing\nAgreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of (i)\nany Trust Certificateholder or Uncertificated Interest Owner or (iii) any holder of a Serviced Companion Loan not consenting thereto,\nas evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is then rated, a Rating Agency Confirmation from each\nof the Rating Agencies with respect to such amendment or supplement and, in the case of a securitized Serviced Companion Loan with rated\nServiced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result in\nthe downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that\nsuch rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied\nwith respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\n(vi)to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided\nthat (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the\nAsset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not\nbe withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations\nunder the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests\nof any Trust Certificateholder or Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Trust\nCertificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Trust Certificates; and provided,\nfurther that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and\n\nA-4-5\n\n(vii)to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to\nmaintain the ratings assigned to each Class of Trust Certificates by each Rating Agency, provided that the amendment will not adversely\naffect in any material respect the interests of (i) any Trust Certificateholder or Uncertificated Interest Owner or (ii) any holder of\na Serviced Companion Loan not consenting thereto, as evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is\nthen rated, a Rating Agency Confirmation from each of the Rating Agencies and, in the case of a securitized Serviced Companion Loan with\nrated Serviced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result\nin the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided\nthat such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered\nsatisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\nprovided, further\nthat no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or\nthe right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent\nof the Controlling Class Representative (or, if applicable, of any Loan-Specific Controlling Class Representative without the consent\nof such Loan-Specific Controlling Class Representative); (B) reduce the consultation rights or the right to receive information under\nthe Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the\nobligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase\nAgreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter\nor Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect in any material respect\nany Serviced Companion Loan Holder in its capacity as such without its consent (the lack of which material adverse effect must in the\ncase of, and under the circumstances described in, clauses (v) and (vii) above, be evidenced as described in such clauses). Expenses\nincurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, the Special\nServicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be\nborne by the Trust.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then\nacting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Trust Certificates representing\nin the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Trust Certificates affected by the amendment for the\npurpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement\nor of modifying in any manner the rights of the Trust Certificateholders and/or any Uncertificated Interest Owners; provided, however,\nthat no such amendment shall:\n\n(i)reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which\nare required to be distributed on a Trust Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,\nas applicable, without the consent of the Holder of that Trust Certificate or Uncertificated Interest or that Serviced Companion Loan\nHolder, as applicable;\n\n(ii)               \nreduce the aforesaid percentage of Trust Certificates or any Uncertificated Interest, the Holders of which are required to consent to\nthe amendment without the consent of the\n\nA-4-6\n\nHolders of all Trust Certificates of\nthat Class then outstanding or of the applicable Uncertificated Interest Owner, as applicable;\n\n(iii)             \nchange in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage\nLoan Purchase Agreement without the consent of the affected Mortgage Loan Seller;\n\n(iv)              \nchange the definition of “Servicing Standard” without either (A) consent of 100% of the Trust Certificateholders and any\nUncertificated Interest Owners or (B) Rating Agency Confirmation;\n\n(v)               \nwithout the consent of 100% of the Trust Certificateholders that are adversely affected thereby, change (A) the percentages of Voting\nRights of Trust Certificateholders that are required to consent to any action or inaction under the Pooling and Servicing Agreement,\n(B) the right of the Trust Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the\nright of the Trust Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;\n\n(vi)              \nadversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;\n\n(vii)            \nadversely affect any Loan-Specific Controlling Class Representative without the consent of 100% of the Loan-Specific Controlling Class\nCertificateholders;\n\n(viii)          \nadversely affect in any material respect a Serviced Companion Loan Holder in its capacity as such without its consent; or\n\n(ix)              \nchange in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter\nor Initial Purchaser.\n\nThe Holders of the Controlling\nClass representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,\nor if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master\nServicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect\nan early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other\nparties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time\non or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less\nthan all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Whole Loan, subject to certain rights of the\nrelated Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property\nacquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any\nOutside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal\nto (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master\nServicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser\nof such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely\nin the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,\nif any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer\nor the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,\nremaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,\nin connection with such purchase).\n\nAny Person(s) effecting\nan early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative, each\nLoan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest Owner, or, in the case\nof a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class\nRepresentative, each Loan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest\nOwner)\n\nA-4-7\n\nof its intention to do so in writing at least\n30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing\nAgreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets of the Trust Fund pursuant to Section 9.01(c)\nof the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator\nshall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing\nAgreement.\n\nThe respective obligations\nand responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Trust Certificates, any\nUncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and\nto send certain notices to Trust Certificateholders and any Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement\nand to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and\ncertain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the\nControlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO\nProperties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement,\n(ii) the exchange by the Remaining Certificateholder of its Trust Certificates and any Uncertificated Interests for all the Trust\nLoans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing\nAgreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property\n(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling\nand Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants\nof Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing\nAgreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer\nor Special Servicer, as applicable, promptly following receipt thereof.\n\nUnless the Certificate\nof Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,\nby manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any\npurpose.\n\n \n\nA-4-8\n\n**IN WITNESS WHEREOF**,\nthe Certificate Administrator has caused this Class X-A Certificate to be duly executed.\n\nCITIBANK, N.A., not in its individual capacity but solely\n\nas Certificate\nAdministrator\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nDated: ____________, 2026\n\n \n\n \n\nCERTIFICATE OF AUTHENTICATION\n\nThis is one of the Class X-A\nCertificates referred to in the Pooling and Servicing Agreement.\n\nDated: ____________, 2026\n\nCITIBANK, N.A.,\nnot in its individual capacity but solely\n\nas Authenticating Agent\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nA-4-9\n\nASSIGNMENT\n\nFOR VALUE RECEIVED, the\nundersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________\n______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)\nthe entire Percentage Interest represented by the within Class X-A Certificate and hereby authorize(s) the registration of transfer\nof such interest to Assignee(s) on the Certificate Register of the Trust Fund.\n\nI (we) further direct\nthe Certificate Registrar to issue a new Class X-A Certificate of the entire Percentage Interest represented by the within Class X-A\nCertificates to the above-named Assignee(s) and to deliver such Class X-A Certificate to the following address:\n\nDate: ** **\n\nSignature by or on behalf of Assignor(s)\n\nTaxpayer Identification Number\n\nA-4-10\n\nDISTRIBUTION INSTRUCTIONS\n\nThe Assignee(s) should\ninclude the following for purposes of distribution:\n\nAddress of the\nAssignee(s) for the purpose of receiving notices and distributions:\nDistributions, if being made by wire transfer in immediately available funds to __________________________ for the account of\n__________________________ account number ____________________________.\nThis information is provided by\n______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.\n\nBy:\n\n[Please print or type name(s)]\n\nTitle\n\nTaxpayer Identification Number\n\nA-4-11\n\nEXHIBIT A-5\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS X-B\n\n[UNLESS THIS CERTIFICATE IS PRESENTED BY AN\nAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR\nREGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER\nNAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS\nREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON\nIS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]**1**\n\n[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL\nBE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS\nOF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN\nTHE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]**2**\n\nTHIS CERTIFICATE DOES NOT REPRESENT AN INTEREST\nIN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO\nBELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR\nRESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY\nOR PRIVATE INSURER.\n\nTHE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL\nBE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-S, CLASS B AND CLASS C CERTIFICATES. ACCORDINGLY,\nTHE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.\n\nTHIS CLASS X-B CERTIFICATE\nWILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.\n\nTHIS CERTIFICATE REPRESENTS A “REGULAR\nINTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)\nAND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.\n\n1\nLegend required as long as DTC is\nthe Depository under the Pooling and Servicing Agreement.\n\n2\nGlobal Certificate legend.** **\n\nA-5-1\n\n \n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS X-B\n\nPass-Through\nRate:  Variable IO3\n \n\n \n \n\nFirst Distribution Date:\nJune 17, 2026\nCut-off Date:  With\nrespect to each Mortgage Loan and Serviced Companion Loan, the Due Date in May 2026 for that Mortgage Loan or Serviced Companion\nLoan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to May\n2026, the date that would have been its Due Date in May 2026 under the terms of that Mortgage Loan or Serviced Companion Loan, as\napplicable, if a Monthly Payment were scheduled to be due in that month).\n\n \n \n\nAggregate Initial Notional Amount of the Class X-B\n\nCertificates:  $139,593,000\nScheduled Final Distribution Date: the Distribution\n\nDate in May 2031\n\n \n \n\n \n\nCUSIP: \n081942AU8\n\n \n\nInitial Notional Amount of this\nCertificate: $[___]\n\nISIN:\nUS081942AU88\n\n \n\n \n\nNo.:  [1]\n \n\nThis certifies that [           ]\nis the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the\nClass X-B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first\nliens on various types of commercial, multifamily and/or manufactured housing community properties and any Trust Subordinate Companion\nLoan(s) held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer\nand the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any\nTrust Subordinate Companion Loan(s) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder\nof this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing\nAgreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of\nthe Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also\nissued under the Pooling and Servicing Agreement are: (i) the Class A-1, Class A-2, Class A-3, Class X-A, Class A-S, Class B, Class C,\nClass X-D, Class D, Class E, Class F-RR, Class G-RR, Class VRR and Class R Certificates (together with the Class X-B Certificates,\nthe “Certificates” or the “Trust Certificates”; and the Holders of Certificates are collectively\nreferred to herein as “Certificateholders” or “Trust Certificateholders”); and (ii) an uncertificated\ninterest in the Trust Fund (the “Uncertificated VRR Interest” and, collectively with the Trust Certificates, the “Trust\nInterests”; and the owner of the Uncertificated VRR Interest is referred to herein as the “Uncertificated VRR Interest\nOwner” and, collectively with the Trust Certificateholders, the “Trust Interest Owners”).\n\nThis Certificate is issued\npursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 1, 2026 (the “Pooling and\nServicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer,\nLNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Wilmington Savings Fund\nSociety, FSB, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein\nshall have the meanings assigned thereto in the Pooling and Servicing Agreement.\n\n3\nThe initial approximate Pass-Through Rate as of the Closing Date is 0.68435% *per annum*.\n\nA-5-2\n\nThis Certificate represents\na “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,\nin Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.\n\nThe Certificate Administrator\nmakes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust Certificates,\nthe Mortgage Loans or any Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate Administrator\nunder the Pooling and Servicing Agreement.\n\nPursuant to the terms\nof the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Trust\nCertificate), on the 4th Business Day following the Determination Date in each month, commencing in June 2026 (each such date, a “Distribution\nDate”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s\npro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest\nthen distributable, if any, with respect to the Class X-B Certificates for such Distribution Date, all as more fully described in\nthe Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of the Non-Vertically Retained Percentage\nof the Yield Maintenance Charges collected on the Mortgage Loans, as provided in the Pooling and Servicing Agreement.\n\nInterest accrued on this\nCertificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall Carryforward with respect to this Certificate,\nif any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest\nAccrual Period” with respect to any Distribution Date and with respect to the Class X-B Certificates is the calendar month preceding\nthe month in which such Distribution Date occurs and is assumed to consist of 30 days.\n\nAll distributions on the\nTrust Certificates (other than the final distribution on any Trust Certificate) will be made by the Certificate Administrator to the persons\nin whose names the Trust Certificates are registered at the close of business on each Record Date, which will be the last Business Day\nof the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately\navailable funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate\nfacilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions\nno less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order\napplicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution on each Trust\nCertificate shall be made in like manner, but only upon presentation and surrender of such Trust Certificate at the office of the Certificate\nAdministrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in a notice\nto Certificateholders of the pendency of the final distribution.\n\nAny funds not distributed\non the Termination Date because of the failure of any Trust Certificateholders to tender their Trust Certificates shall be set aside and\nheld in trust for the account of the appropriate non-tendering Trust Certificateholders, whereupon the Trust Fund shall terminate. If\nany Trust Interest as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement\nshall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator\nshall mail a second notice to the remaining Trust Interest Owners, at their last addresses shown in the Certificate Register, to surrender\ntheir Trust Interests for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within\none year after the second notice any Trust Interest shall not have been surrendered for cancellation, the Certificate Administrator may,\ndirectly or through an agent, take appropriate steps to contact the remaining Trust Interest Owners concerning surrender of their Trust\nInterests. The costs and expenses of maintaining such funds and of contacting Trust Interest Owners shall be paid out of the assets which\nremain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice any Trust\nInterests shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable\nto the Trust Interest Owners thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Trust\nInterest Owners until the earlier of (i) its termination as Certificate Administrator under the Pooling and Servicing Agreement and the\ntransfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and distribution of such\namounts to the Class R Certificateholders. No interest shall accrue or be payable to any Trust Interest Owner on any amount held as a\nresult of such Trust Interest Owner’s failure to surrender its Trust Interest(s) for final payment thereof in accordance with Section\n9.01 of the Pooling and Servicing Agreement.\n\nA-5-3\n\nThis Certificate is limited\nin right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically\nset forth herein and in the Pooling and Servicing Agreement.\n\nAs provided in the Pooling\nand Servicing Agreement, the Trust Fund includes: (i) such Trust Loans as from time to time are subject to the Pooling and Servicing Agreement,\ntogether with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust\nLoans due after the Cut-off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive\nof interest relating to periods prior to, but due after, the Cut-off Date); (iii) any REO Property (but, with respect to any REO Property\nrelating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv) all revenues received in respect\nof any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest\nin the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to\nthe Trust Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s\nrights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities\nor guaranties given as additional security for any Trust Loan; (viii) all of the Trustee’s and the Certificate Administrator’s\nrights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Trust Loans deposited in the Collection Account, the Distribution\nAccount, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any\nREO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating\nto the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the\nTrustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests and any Trust Subordinate\nCompanion Loan REMIC Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any Mortgage\nLoan REMIC Regular Interests; (xv) any Mortgage Loan REMIC Residual Interests identified on Exhibit P to the Pooling and Servicing\nAgreement; and (xvi) any and all Initial Month’s Interest Deposit Amounts and Initial Interest Deposit Amounts.\n\nThis Certificate does\nnot purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,\nrights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate\nAdministrator and Trustee.\n\nAs provided in the Pooling\nand Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of\nany Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,\none or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.\n\nPrior to due presentation\nof this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered\nas the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for\nall other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the\nOperating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the\nCertificate Administrator and the Trustee, without the consent of any of the Trust Certificateholders or any Uncertificated Interest Owners:\n\n(i)to cure any ambiguity to the extent that it does not adversely affect any Trust Certificateholders or\nany Uncertificated Interest Owner;\n\n(ii)to correct or supplement any of its provisions which may be inconsistent with any other provisions of\nthe Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;\n\n(iii)to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds\nReserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master\nServicer\n\nA-5-4\n\nRemittance Date shall in no event be\nlater than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material\nrespect the interests of any Trust Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel (at the\nexpense of the party requesting the amendment) or, if any Trust Certificate is then rated, as evidenced by a Rating Agency Confirmation\nfrom each Rating Agency with respect to such amendment;\n\n(iv)to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification\nof any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the\nTrust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party\nrequesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid\nor minimize such risk and (2) the action will not adversely affect in any material respect the interests of any Trust Certificateholders\nor any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer\nof the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect\nto the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment\nCompany Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations\nor (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements\nfor this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or\neliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;\n\n(v)to make any other provisions with respect to matters or questions arising under the Pooling and Servicing\nAgreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of (i)\nany Trust Certificateholder or Uncertificated Interest Owner or (iii) any holder of a Serviced Companion Loan not consenting thereto,\nas evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is then rated, a Rating Agency Confirmation from each\nof the Rating Agencies with respect to such amendment or supplement and, in the case of a securitized Serviced Companion Loan with rated\nServiced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result in\nthe downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that\nsuch rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied\nwith respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\n(vi)to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided\nthat (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the\nAsset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not\nbe withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations\nunder the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests\nof any Trust Certificateholder or Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Trust\nCertificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Trust Certificates; and provided,\nfurther that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and\n\n(vii)to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to\nmaintain the ratings assigned to each Class of Trust Certificates by each\n\nA-5-5\n\nRating Agency, provided that the\namendment will not adversely affect in any material respect the interests of (i) any Trust Certificateholder or Uncertificated Interest\nOwner or (ii) any holder of a Serviced Companion Loan not consenting thereto, as evidenced by an Opinion of Counsel or as evidenced by,\nif any Trust Certificate is then rated, a Rating Agency Confirmation from each of the Rating Agencies and, in the case of a securitized\nServiced Companion Loan with rated Serviced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that\nsuch action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,\nif any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation\nmay be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\nprovided, further\nthat no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or\nthe right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent\nof the Controlling Class Representative (or, if applicable, of any Loan-Specific Controlling Class Representative without the consent\nof such Loan-Specific Controlling Class Representative); (B) reduce the consultation rights or the right to receive information under\nthe Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the\nobligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase\nAgreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter\nor Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect in any material respect\nany Serviced Companion Loan Holder in its capacity as such without its consent (the lack of which material adverse effect must in the\ncase of, and under the circumstances described in, clauses (v) and (vii) above, be evidenced as described in such clauses). Expenses\nincurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, the Special\nServicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be\nborne by the Trust.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then\nacting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Trust Certificates representing\nin the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Trust Certificates affected by the amendment for the\npurpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement\nor of modifying in any manner the rights of the Trust Certificateholders and/or any Uncertificated Interest Owners; provided, however,\nthat no such amendment shall:\n\n(i)reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which\nare required to be distributed on a Trust Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,\nas applicable, without the consent of the Holder of that Trust Certificate or Uncertificated Interest or that Serviced Companion Loan\nHolder, as applicable;\n\n(ii)               \nreduce the aforesaid percentage of Trust Certificates or any Uncertificated Interest, the Holders of which are required to consent to\nthe amendment without the consent of the\n\nA-5-6\n\nHolders of all Trust Certificates of\nthat Class then outstanding or of the applicable Uncertificated Interest Owner, as applicable;\n\n(iii)             \nchange in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage\nLoan Purchase Agreement without the consent of the affected Mortgage Loan Seller;\n\n(iv)              \nchange the definition of “Servicing Standard” without either (A) consent of 100% of the Trust Certificateholders and any\nUncertificated Interest Owners or (B) Rating Agency Confirmation;\n\n(v)               \nwithout the consent of 100% of the Trust Certificateholders that are adversely affected thereby, change (A) the percentages of Voting\nRights of Trust Certificateholders that are required to consent to any action or inaction under the Pooling and Servicing Agreement,\n(B) the right of the Trust Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the\nright of the Trust Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;\n\n(vi)              \nadversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;\n\n(vii)            \nadversely affect any Loan-Specific Controlling Class Representative without the consent of 100% of the Loan-Specific Controlling Class\nCertificateholders;\n\n(viii)          \nadversely affect in any material respect a Serviced Companion Loan Holder in its capacity as such without its consent; or\n\n(ix)              \nchange in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter\nor Initial Purchaser.\n\nThe Holders of the Controlling\nClass representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,\nor if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master\nServicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect\nan early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other\nparties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time\non or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less\nthan all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Whole Loan, subject to certain rights of the\nrelated Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property\nacquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any\nOutside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal\nto (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master\nServicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser\nof such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely\nin the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,\nif any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer\nor the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,\nremaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,\nin connection with such purchase).\n\nAny Person(s) effecting\nan early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative, each\nLoan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest Owner, or, in the case\nof a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class\nRepresentative, each Loan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest\nOwner)\n\nA-5-7\n\nof its intention to do so in writing at least\n30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing\nAgreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets of the Trust Fund pursuant to Section 9.01(c)\nof the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator\nshall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing\nAgreement.\n\nThe respective obligations\nand responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Trust Certificates, any\nUncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and\nto send certain notices to Trust Certificateholders and any Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement\nand to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and\ncertain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the\nControlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO\nProperties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement,\n(ii) the exchange by the Remaining Certificateholder of its Trust Certificates and any Uncertificated Interests for all the Trust\nLoans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing\nAgreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property\n(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling\nand Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants\nof Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing\nAgreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer\nor Special Servicer, as applicable, promptly following receipt thereof.\n\nUnless the Certificate\nof Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,\nby manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any\npurpose.\n\n \n\nA-5-8\n\n**IN WITNESS WHEREOF**,\nthe Certificate Administrator has caused this Class X-B Certificate to be duly executed.\n\nCITIBANK, N.A., not in its individual capacity but solely\n\nas Certificate\nAdministrator\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nDated: ____________, 2026\n\n \n\n \n\nCERTIFICATE OF AUTHENTICATION\n\nThis is one of the Class X-B\nCertificates referred to in the Pooling and Servicing Agreement.\n\nDated: ____________, 2026\n\nCITIBANK, N.A.,\nnot in its individual capacity but solely\n\nas Authenticating Agent\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nA-5-9\n\nASSIGNMENT\n\nFOR VALUE RECEIVED, the\nundersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________\n______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)\nthe entire Percentage Interest represented by the within Class X-B Certificate and hereby authorize(s) the registration of transfer\nof such interest to Assignee(s) on the Certificate Register of the Trust Fund.\n\nI (we) further direct\nthe Certificate Registrar to issue a new Class X-B Certificate of the entire Percentage Interest represented by the within Class X-B\nCertificates to the above-named Assignee(s) and to deliver such Class X-B Certificate to the following address:\n\nDate: ** **\n\nSignature by or on behalf of Assignor(s)\n\nTaxpayer Identification Number\n\nA-5-10\n\nDISTRIBUTION INSTRUCTIONS\n\nThe Assignee(s) should\ninclude the following for purposes of distribution:\n\nAddress of the\nAssignee(s) for the purpose of receiving notices and distributions:\nDistributions, if being made by wire transfer in immediately available funds to __________________________ for the account of\n__________________________ account number ____________________________. This information is provided by\n______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.\n\nBy:\n\n[Please print or type name(s)]\n\nTitle\n\nTaxpayer Identification Number\n\nA-5-11\n\nEXHIBIT A-6\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS A-S\n\n[UNLESS THIS CERTIFICATE IS PRESENTED BY AN\nAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR\nREGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER\nNAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED\nBY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL\nINASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]**1**\n\n[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL\nBE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS\nOF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN\nTHE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]**2**\n\nTHIS CERTIFICATE DOES NOT REPRESENT AN INTEREST\nIN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO\nBELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR\nRESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY\nOR PRIVATE INSURER.\n\nPRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE\nARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE\nAT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.\n\nDISTRIBUTIONS OF PRINCIPAL\nAND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME\nSERIES.\n\nTHIS CERTIFICATE REPRESENTS A “REGULAR\nINTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)\nAND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.\n\n1\nLegend required as long as DTC is\nthe Depository under the Pooling and Servicing Agreement.\n\n2\nGlobal Certificate legend.** **\n\nA-6-1\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS A-S\n\nPass-Through\nRate: The lesser of 5.78200% *per annum* and the WAC Rate3\n \n\n \n \n\nFirst Distribution Date:\nJune 17, 2026\nCut-off Date:  With\nrespect to each Mortgage Loan and Serviced Companion Loan, the Due Date in May 2026 for that Mortgage Loan or Serviced Companion\nLoan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to May\n2026, the date that would have been its Due Date in May 2026 under the terms of that Mortgage Loan or Serviced Companion Loan, as\napplicable, if a Monthly Payment were scheduled to be due in that month).\n\n \n \n\nAggregate Initial Certificate Balance of the\nClass A-S\n\nCertificates:  $73,902,000\nScheduled Final Distribution Date: the Distribution\n\nDate in May 2031\n\n \n \n\n \n\nCUSIP: \n081942AD6\n\n \n\nInitial Certificate Balance of\nthis Certificate: $[___]\n\nISIN:\nUS081942AD63\n\n \n\n \n\nNo.:  [1]\n \n\nThis certifies that [           ]\nis the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the\nClass A-S Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by\nfirst liens on various types of commercial, multifamily and/or manufactured housing community properties and any Trust Subordinate Companion\nLoan(s) held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer\nand the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any\nTrust Subordinate Companion Loan(s) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder\nof this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing\nAgreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of\nthe Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also\nissued under the Pooling and Servicing Agreement are: (i) the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class B, Class C,\nClass X-D, Class D, Class E, Class F-RR, Class G-RR, Class VRR and Class R Certificates (together with the Class A-S Certificates,\nthe “Certificates” or the “Trust Certificates”; and the Holders of Certificates are collectively\nreferred to herein as “Certificateholders” or “Trust Certificateholders”); and (ii) an uncertificated\ninterest in the Trust Fund (the “Uncertificated VRR Interest” and, collectively with the Trust Certificates, the “Trust\nInterests”; and the owner of the Uncertificated VRR Interest is referred to herein as the “Uncertificated VRR Interest\nOwner” and, collectively with the Trust Certificateholders, the “Trust Interest Owners”).\n\nThis Certificate is issued\npursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 1, 2026 (the “Pooling and\nServicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer,\nLNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Wilmington Savings Fund\nSociety, FSB, as\n\n3\nThe initial approximate Pass-Through Rate as of the Closing Date is 5.78200% *per annum*.\n\nA-6-2\n\nTrustee, and Citibank, N.A., as Certificate\nAdministrator. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling\nand Servicing Agreement.\n\nThis Certificate represents\na “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,\nin Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.\n\nThe Certificate Administrator\nmakes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust Certificates,\nthe Mortgage Loans or any Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate Administrator\nunder the Pooling and Servicing Agreement.\n\nPursuant to the terms\nof the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Trust\nCertificate), on the 4th Business Day following the Determination Date in each month, commencing in June 2026 (each such date, a “Distribution\nDate”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s\npro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal\nand interest then distributable, if any, with respect to the Class A-S Certificates for such Distribution Date, all as more fully\ndescribed in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of the Non-Vertically Retained\nPercentage of the Yield Maintenance Charges collected on the Mortgage Loans, as provided in the Pooling and Servicing Agreement.\n\nInterest accrued on this\nCertificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall Carryforward with respect to this Certificate,\nif any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest\nAccrual Period” with respect to any Distribution Date and with respect to the Class A-S Certificates is the calendar month preceding\nthe month in which such Distribution Date occurs and is assumed to consist of 30 days.\n\nAll distributions on the\nTrust Certificates (other than the final distribution on any Trust Certificate) will be made by the Certificate Administrator to the persons\nin whose names the Trust Certificates are registered at the close of business on each Record Date, which will be the last Business Day\nof the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately\navailable funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate\nfacilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions\nno less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order\napplicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution on each Trust\nCertificate shall be made in like manner, but only upon presentation and surrender of such Trust Certificate at the office of the Certificate\nAdministrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in a notice\nto Certificateholders of the pendency of the final distribution.\n\nAny funds not distributed\non the Termination Date because of the failure of any Trust Certificateholders to tender their Trust Certificates shall be set aside and\nheld in trust for the account of the appropriate non-tendering Trust Certificateholders, whereupon the Trust Fund shall terminate. If\nany Trust Interest as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement\nshall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator\nshall mail a second notice to the remaining Trust Interest Owners, at their last addresses shown in the Certificate Register, to surrender\ntheir Trust Interests for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within\none year after the second notice any Trust Interest shall not have been surrendered for cancellation, the Certificate Administrator may,\ndirectly or through an agent, take appropriate steps to contact the remaining Trust Interest Owners concerning surrender of their Trust\nInterests. The costs and expenses of maintaining such funds and of contacting Trust Interest Owners shall be paid out of the assets which\nremain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice any Trust\nInterests shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable\nto the Trust Interest Owners thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Trust\nInterest Owners until the earlier of (i) its termination as Certificate Administrator under the Pooling and Servicing Agreement and the\ntransfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and distribution of such\namounts to the Class R\n\nA-6-3\n\nCertificateholders. No interest shall accrue\nor be payable to any Trust Interest Owner on any amount held as a result of such Trust Interest Owner’s failure to surrender its\nTrust Interest(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.\n\nThis Certificate is limited\nin right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically\nset forth herein and in the Pooling and Servicing Agreement.\n\nAs provided in the Pooling\nand Servicing Agreement, the Trust Fund includes: (i) such Trust Loans as from time to time are subject to the Pooling and Servicing Agreement,\ntogether with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust\nLoans due after the Cut-off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive\nof interest relating to periods prior to, but due after, the Cut-off Date); (iii) any REO Property (but, with respect to any REO Property\nrelating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv) all revenues received in respect\nof any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest\nin the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to\nthe Trust Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s\nrights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities\nor guaranties given as additional security for any Trust Loan; (viii) all of the Trustee’s and the Certificate Administrator’s\nrights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Trust Loans deposited in the Collection Account, the Distribution\nAccount, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any\nREO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating\nto the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the\nTrustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests and any Trust Subordinate\nCompanion Loan REMIC Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any Mortgage\nLoan REMIC Regular Interests; (xv) any Mortgage Loan REMIC Residual Interests identified on Exhibit P to the Pooling and Servicing\nAgreement; and (xvi) any and all Initial Month’s Interest Deposit Amounts and Initial Interest Deposit Amounts.\n\nThis Certificate does\nnot purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,\nrights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate\nAdministrator and Trustee.\n\nAs provided in the Pooling\nand Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of\nany Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,\none or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.\n\nPrior to due presentation\nof this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered\nas the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for\nall other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the\nOperating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the\nCertificate Administrator and the Trustee, without the consent of any of the Trust Certificateholders or any Uncertificated Interest Owners:\n\n(i)to cure any ambiguity to the extent that it does not adversely affect any Trust Certificateholders or\nany Uncertificated Interest Owner;\n\n(ii)to correct or supplement any of its provisions which may be inconsistent with any other provisions of\nthe Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;\n\nA-6-4\n\n(iii)to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds\nReserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master\nServicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change\nwould not adversely affect in any material respect the interests of any Trust Certificateholder or any Uncertificated Interest Owner,\nas evidenced by an Opinion of Counsel (at the expense of the party requesting the amendment) or, if any Trust Certificate is then rated,\nas evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;\n\n(iv)to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification\nof any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the\nTrust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party\nrequesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid\nor minimize such risk and (2) the action will not adversely affect in any material respect the interests of any Trust Certificateholders\nor any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer\nof the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect\nto the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment\nCompany Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations\nor (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements\nfor this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or\neliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;\n\n(v)to make any other provisions with respect to matters or questions arising under the Pooling and Servicing\nAgreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of (i)\nany Trust Certificateholder or Uncertificated Interest Owner or (iii) any holder of a Serviced Companion Loan not consenting thereto,\nas evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is then rated, a Rating Agency Confirmation from each\nof the Rating Agencies with respect to such amendment or supplement and, in the case of a securitized Serviced Companion Loan with rated\nServiced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result in\nthe downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that\nsuch rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied\nwith respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\n(vi)to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided\nthat (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the\nAsset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not\nbe withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations\nunder the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests\nof any Trust Certificateholder or Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Trust\nCertificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Trust Certificates; and provided,\nfurther that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and\n\nA-6-5\n\n(vii)to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to\nmaintain the ratings assigned to each Class of Trust Certificates by each Rating Agency, provided that the amendment will not adversely\naffect in any material respect the interests of (i) any Trust Certificateholder or Uncertificated Interest Owner or (ii) any holder of\na Serviced Companion Loan not consenting thereto, as evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is\nthen rated, a Rating Agency Confirmation from each of the Rating Agencies and, in the case of a securitized Serviced Companion Loan with\nrated Serviced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result\nin the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided\nthat such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered\nsatisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\nprovided, further\nthat no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or\nthe right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent\nof the Controlling Class Representative (or, if applicable, of any Loan-Specific Controlling Class Representative without the consent\nof such Loan-Specific Controlling Class Representative); (B) reduce the consultation rights or the right to receive information under\nthe Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the\nobligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase\nAgreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter\nor Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect in any material respect\nany Serviced Companion Loan Holder in its capacity as such without its consent (the lack of which material adverse effect must in the\ncase of, and under the circumstances described in, clauses (v) and (vii) above, be evidenced as described in such clauses). Expenses\nincurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, the Special\nServicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be\nborne by the Trust.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then\nacting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Trust Certificates representing\nin the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Trust Certificates affected by the amendment for the\npurpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement\nor of modifying in any manner the rights of the Trust Certificateholders and/or any Uncertificated Interest Owners; provided, however,\nthat no such amendment shall:\n\n(i)reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which\nare required to be distributed on a Trust Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,\nas applicable, without the consent of the Holder of that Trust Certificate or Uncertificated Interest or that Serviced Companion Loan\nHolder, as applicable;\n\n(ii)               \nreduce the aforesaid percentage of Trust Certificates or any Uncertificated Interest, the Holders of which are required to consent to\nthe amendment without the consent of the\n\nA-6-6\n\nHolders of all Trust Certificates of\nthat Class then outstanding or of the applicable Uncertificated Interest Owner, as applicable;\n\n(iii)             \nchange in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage\nLoan Purchase Agreement without the consent of the affected Mortgage Loan Seller;\n\n(iv)              \nchange the definition of “Servicing Standard” without either (A) consent of 100% of the Trust Certificateholders and any\nUncertificated Interest Owners or (B) Rating Agency Confirmation;\n\n(v)               \nwithout the consent of 100% of the Trust Certificateholders that are adversely affected thereby, change (A) the percentages of Voting\nRights of Trust Certificateholders that are required to consent to any action or inaction under the Pooling and Servicing Agreement,\n(B) the right of the Trust Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the\nright of the Trust Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;\n\n(vi)              \nadversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;\n\n(vii)            \nadversely affect any Loan-Specific Controlling Class Representative without the consent of 100% of the Loan-Specific Controlling Class\nCertificateholders;\n\n(viii)          \nadversely affect in any material respect a Serviced Companion Loan Holder in its capacity as such without its consent; or\n\n(ix)              \nchange in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter\nor Initial Purchaser.\n\nThe Holders of the Controlling\nClass representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,\nor if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master\nServicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect\nan early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other\nparties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time\non or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less\nthan all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Whole Loan, subject to certain rights of the\nrelated Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property\nacquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any\nOutside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal\nto (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master\nServicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser\nof such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely\nin the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,\nif any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer\nor the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,\nremaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,\nin connection with such purchase).\n\nAny Person(s) effecting\nan early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative, each\nLoan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest Owner, or, in the case\nof a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class\nRepresentative, each Loan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest\nOwner)\n\nA-6-7\n\nof its intention to do so in writing at least\n30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing\nAgreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets of the Trust Fund pursuant to Section 9.01(c)\nof the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator\nshall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing\nAgreement.\n\nThe respective obligations\nand responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Trust Certificates, any\nUncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and\nto send certain notices to Trust Certificateholders and any Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement\nand to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and\ncertain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the\nControlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO\nProperties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement,\n(ii) the exchange by the Remaining Certificateholder of its Trust Certificates and any Uncertificated Interests for all the Trust\nLoans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing\nAgreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property\n(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling\nand Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants\nof Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing\nAgreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer\nor Special Servicer, as applicable, promptly following receipt thereof.\n\nUnless the Certificate\nof Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,\nby manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any\npurpose.\n\n \n\nA-6-8\n\n**IN WITNESS WHEREOF**,\nthe Certificate Administrator has caused this Class A-S Certificate to be duly executed.\n\nCITIBANK, N.A., not in its individual capacity but solely\n\nas Certificate\nAdministrator\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nDated: ____________, 2026\n\n \n\n \n\nCERTIFICATE OF AUTHENTICATION\n\nThis is one of the Class A-S\nCertificates referred to in the Pooling and Servicing Agreement.\n\nDated: ____________, 2026\n\nCITIBANK, N.A.,\nnot in its individual capacity but solely\n\nas Authenticating Agent\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nA-6-9\n\nASSIGNMENT\n\nFOR VALUE RECEIVED, the\nundersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________\n______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)\nthe entire Percentage Interest represented by the within Class A-S Certificate and hereby authorize(s) the registration of transfer\nof such interest to Assignee(s) on the Certificate Register of the Trust Fund.\n\nI (we) further direct\nthe Certificate Registrar to issue a new Class A-S Certificate of the entire Percentage Interest represented by the within Class A-S\nCertificates to the above-named Assignee(s) and to deliver such Class A-S Certificate to the following address:\n\nDate: ** **\n\nSignature by or on behalf of Assignor(s)\n\nTaxpayer Identification Number\n\nA-6-10\n\nDISTRIBUTION INSTRUCTIONS\n\nThe Assignee(s) should\ninclude the following for purposes of distribution:\n\nAddress of the\nAssignee(s) for the purpose of receiving notices and distributions:\nDistributions, if being made by wire transfer in immediately available funds to __________________________ for the account of\n__________________________ account number ____________________________. This information is provided by\n______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.\n\nBy:\n\n[Please print or type name(s)]\n\nTitle\n\nTaxpayer Identification Number\n\nA-6-11\n\nEXHIBIT A-7\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS B\n\n[UNLESS THIS CERTIFICATE IS PRESENTED BY AN\nAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR\nREGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER\nNAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED\nBY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL\nINASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]**1**\n\n[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL\nBE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS\nOF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN\nTHE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]**2**\n\nTHIS CERTIFICATE DOES NOT REPRESENT AN INTEREST\nIN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO\nBELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR\nRESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY\nOR PRIVATE INSURER.\n\nPRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE\nARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE\nAT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.\n\nDISTRIBUTIONS OF PRINCIPAL AND INTEREST ON\nTHIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.\n\nTHIS CERTIFICATE REPRESENTS A “REGULAR\nINTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)\nAND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.\n\n1\nLegend required as long as DTC is\nthe Depository under the Pooling and Servicing Agreement.\n\n2\nGlobal Certificate legend.** **\n\nA-7-1\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS B\n\nPass-Through\nRate: The lesser of 6.08400% *per annum*and the WAC Rate3\n \n\n \n \n\nFirst Distribution Date:\nJune 17, 2026\nCut-off Date:  With\nrespect to each Mortgage Loan and Serviced Companion Loan, the Due Date in May 2026 for that Mortgage Loan or Serviced Companion\nLoan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to May\n2026, the date that would have been its Due Date in May 2026 under the terms of that Mortgage Loan or Serviced Companion Loan, as\napplicable, if a Monthly Payment were scheduled to be due in that month).\n\n \n \n\nAggregate Initial Certificate Balance of the\nClass B\n\nCertificates:  $36,495,000\nScheduled Final Distribution Date: the Distribution\n\nDate in May 2031\n\n \n \n\nCUSIP:  081942AE4\n\n \n\nInitial Certificate Balance of this Certificate:\n$[___]\n\nISIN:  US081942AE47\n \n\n \n \n\nNo.:  [1]\n \n\nThis certifies that [           ]\nis the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the\nClass B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens\non various types of commercial, multifamily and/or manufactured housing community properties and any Trust Subordinate Companion Loan(s)\nheld in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the\nSpecial Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any Trust Subordinate\nCompanion Loan(s) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,\nby virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound\nthereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing\nAgreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and\nServicing Agreement are: (i) the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class C, Class X-D, Class D, Class\nE, Class F-RR, Class G-RR, Class VRR and Class R Certificates (together with the Class B Certificates, the “Certificates”\nor the “Trust Certificates”; and the Holders of Certificates are collectively referred to herein as “Certificateholders”\nor “Trust Certificateholders”); and (ii) an uncertificated interest in the Trust Fund (the “Uncertificated\nVRR Interest” and, collectively with the Trust Certificates, the “Trust Interests”; and the owner of the\nUncertificated VRR Interest is referred to herein as the “Uncertificated VRR Interest Owner” and, collectively with\nthe Trust Certificateholders, the “Trust Interest Owners”).\n\nThis Certificate is issued\npursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 1, 2026 (the “Pooling and\nServicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer,\nLNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Wilmington Savings Fund\nSociety, FSB, as\n\n3\nThe initial approximate Pass-Through Rate as of the Closing Date is 6.08400% *per annum*.\n\nA-7-2\n\nTrustee, and Citibank, N.A., as Certificate\nAdministrator. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling\nand Servicing Agreement.\n\nThis Certificate represents\na “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,\nin Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.\n\nThe Certificate Administrator\nmakes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust Certificates,\nthe Mortgage Loans or any Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate Administrator\nunder the Pooling and Servicing Agreement.\n\nPursuant to the terms\nof the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Trust\nCertificate), on the 4th Business Day following the Determination Date in each month, commencing in June 2026 (each such date, a “Distribution\nDate”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s\npro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal\nand interest then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described\nin the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of the Non-Vertically Retained Percentage\nof the Yield Maintenance Charges collected on the Mortgage Loans, as provided in the Pooling and Servicing Agreement.\n\nInterest accrued on this\nCertificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall Carryforward with respect to this Certificate,\nif any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest\nAccrual Period” with respect to any Distribution Date and with respect to the Class B Certificates is the calendar month\npreceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.\n\nAll distributions on the\nTrust Certificates (other than the final distribution on any Trust Certificate) will be made by the Certificate Administrator to the persons\nin whose names the Trust Certificates are registered at the close of business on each Record Date, which will be the last Business Day\nof the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately\navailable funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate\nfacilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions\nno less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order\napplicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution on each Trust\nCertificate shall be made in like manner, but only upon presentation and surrender of such Trust Certificate at the office of the Certificate\nAdministrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in a notice\nto Certificateholders of the pendency of the final distribution.\n\nAny funds not distributed\non the Termination Date because of the failure of any Trust Certificateholders to tender their Trust Certificates shall be set aside and\nheld in trust for the account of the appropriate non-tendering Trust Certificateholders, whereupon the Trust Fund shall terminate. If\nany Trust Interest as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement\nshall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator\nshall mail a second notice to the remaining Trust Interest Owners, at their last addresses shown in the Certificate Register, to surrender\ntheir Trust Interests for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within\none year after the second notice any Trust Interest shall not have been surrendered for cancellation, the Certificate Administrator may,\ndirectly or through an agent, take appropriate steps to contact the remaining Trust Interest Owners concerning surrender of their Trust\nInterests. The costs and expenses of maintaining such funds and of contacting Trust Interest Owners shall be paid out of the assets which\nremain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice any Trust\nInterests shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable\nto the Trust Interest Owners thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Trust\nInterest Owners until the earlier of (i) its termination as Certificate Administrator under the Pooling and Servicing Agreement and the\ntransfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and distribution of such\namounts to the Class R\n\nA-7-3\n\nCertificateholders. No interest shall accrue\nor be payable to any Trust Interest Owner on any amount held as a result of such Trust Interest Owner’s failure to surrender its\nTrust Interest(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.\n\nThis Certificate is limited\nin right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically\nset forth herein and in the Pooling and Servicing Agreement.\n\nAs provided in the Pooling\nand Servicing Agreement, the Trust Fund includes: (i) such Trust Loans as from time to time are subject to the Pooling and Servicing Agreement,\ntogether with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust\nLoans due after the Cut-off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive\nof interest relating to periods prior to, but due after, the Cut-off Date); (iii) any REO Property (but, with respect to any REO Property\nrelating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv) all revenues received in respect\nof any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest\nin the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to\nthe Trust Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s\nrights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities\nor guaranties given as additional security for any Trust Loan; (viii) all of the Trustee’s and the Certificate Administrator’s\nrights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Trust Loans deposited in the Collection Account, the Distribution\nAccount, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any\nREO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating\nto the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the\nTrustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests and any Trust Subordinate\nCompanion Loan REMIC Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any Mortgage\nLoan REMIC Regular Interests; (xv) any Mortgage Loan REMIC Residual Interests identified on Exhibit P to the Pooling and Servicing\nAgreement; and (xvi) any and all Initial Month’s Interest Deposit Amounts and Initial Interest Deposit Amounts.\n\nThis Certificate does\nnot purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,\nrights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate\nAdministrator and Trustee.\n\nAs provided in the Pooling\nand Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of\nany Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,\none or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.\n\nPrior to due presentation\nof this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered\nas the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for\nall other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the\nOperating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the\nCertificate Administrator and the Trustee, without the consent of any of the Trust Certificateholders or any Uncertificated Interest Owners:\n\n(i)to cure any ambiguity to the extent that it does not adversely affect any Trust Certificateholders or\nany Uncertificated Interest Owner;\n\n(ii)to correct or supplement any of its provisions which may be inconsistent with any other provisions of\nthe Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;\n\nA-7-4\n\n(iii)to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds\nReserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master\nServicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change\nwould not adversely affect in any material respect the interests of any Trust Certificateholder or any Uncertificated Interest Owner,\nas evidenced by an Opinion of Counsel (at the expense of the party requesting the amendment) or, if any Trust Certificate is then rated,\nas evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;\n\n(iv)to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification\nof any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the\nTrust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party\nrequesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid\nor minimize such risk and (2) the action will not adversely affect in any material respect the interests of any Trust Certificateholders\nor any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer\nof the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect\nto the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment\nCompany Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations\nor (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements\nfor this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or\neliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;\n\n(v)to make any other provisions with respect to matters or questions arising under the Pooling and Servicing\nAgreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of (i)\nany Trust Certificateholder or Uncertificated Interest Owner or (iii) any holder of a Serviced Companion Loan not consenting thereto,\nas evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is then rated, a Rating Agency Confirmation from each\nof the Rating Agencies with respect to such amendment or supplement and, in the case of a securitized Serviced Companion Loan with rated\nServiced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result in\nthe downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that\nsuch rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied\nwith respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\n(vi)to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided\nthat (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the\nAsset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not\nbe withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations\nunder the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests\nof any Trust Certificateholder or Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Trust\nCertificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Trust Certificates; and provided,\nfurther that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and\n\nA-7-5\n\n(vii)to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to\nmaintain the ratings assigned to each Class of Trust Certificates by each Rating Agency, provided that the amendment will not adversely\naffect in any material respect the interests of (i) any Trust Certificateholder or Uncertificated Interest Owner or (ii) any holder of\na Serviced Companion Loan not consenting thereto, as evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is\nthen rated, a Rating Agency Confirmation from each of the Rating Agencies and, in the case of a securitized Serviced Companion Loan with\nrated Serviced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result\nin the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided\nthat such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered\nsatisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\nprovided, further\nthat no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or\nthe right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent\nof the Controlling Class Representative (or, if applicable, of any Loan-Specific Controlling Class Representative without the consent\nof such Loan-Specific Controlling Class Representative); (B) reduce the consultation rights or the right to receive information under\nthe Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the\nobligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase\nAgreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter\nor Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect in any material respect\nany Serviced Companion Loan Holder in its capacity as such without its consent (the lack of which material adverse effect must in the\ncase of, and under the circumstances described in, clauses (v) and (vii) above, be evidenced as described in such clauses). Expenses\nincurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, the Special\nServicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be\nborne by the Trust.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then\nacting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Trust Certificates representing\nin the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Trust Certificates affected by the amendment for the\npurpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement\nor of modifying in any manner the rights of the Trust Certificateholders and/or any Uncertificated Interest Owners; provided, however,\nthat no such amendment shall:\n\n(i)                 \nreduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed\non a Trust Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the\nconsent of the Holder of that Trust Certificate or Uncertificated Interest or that Serviced Companion Loan Holder, as applicable;\n\n(ii)               \nreduce the aforesaid percentage of Trust Certificates or any Uncertificated Interest, the Holders of which are required to consent to\nthe amendment without the consent of the\n\nA-7-6\n\nHolders of all Trust Certificates of\nthat Class then outstanding or of the applicable Uncertificated Interest Owner, as applicable;\n\n(iii)             \nchange in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage\nLoan Purchase Agreement without the consent of the affected Mortgage Loan Seller;\n\n(iv)              \nchange the definition of “Servicing Standard” without either (A) consent of 100% of the Trust Certificateholders and any\nUncertificated Interest Owners or (B) Rating Agency Confirmation;\n\n(v)               \nwithout the consent of 100% of the Trust Certificateholders that are adversely affected thereby, change (A) the percentages of Voting\nRights of Trust Certificateholders that are required to consent to any action or inaction under the Pooling and Servicing Agreement,\n(B) the right of the Trust Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the\nright of the Trust Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;\n\n(vi)              \nadversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;\n\n(vii)            \nadversely affect any Loan-Specific Controlling Class Representative without the consent of 100% of the Loan-Specific Controlling Class\nCertificateholders;\n\n(viii)          \nadversely affect in any material respect a Serviced Companion Loan Holder in its capacity as such without its consent; or\n\n(ix)              \nchange in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter\nor Initial Purchaser.\n\nThe Holders of the Controlling\nClass representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,\nor if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master\nServicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect\nan early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other\nparties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time\non or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less\nthan all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Whole Loan, subject to certain rights of the\nrelated Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property\nacquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any\nOutside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal\nto (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master\nServicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser\nof such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely\nin the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,\nif any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer\nor the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,\nremaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,\nin connection with such purchase).\n\nAny Person(s) effecting\nan early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative, each\nLoan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest Owner, or, in the case\nof a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class\nRepresentative, each Loan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest\nOwner)\n\nA-7-7\n\nof its intention to do so in writing at least\n30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing\nAgreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets of the Trust Fund pursuant to Section 9.01(c)\nof the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator\nshall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing\nAgreement.\n\nThe respective obligations\nand responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Trust Certificates, any\nUncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and\nto send certain notices to Trust Certificateholders and any Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement\nand to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and\ncertain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the\nControlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO\nProperties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement,\n(ii) the exchange by the Remaining Certificateholder of its Trust Certificates and any Uncertificated Interests for all the Trust\nLoans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing\nAgreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property\n(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling\nand Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants\nof Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing\nAgreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer\nor Special Servicer, as applicable, promptly following receipt thereof.\n\nUnless the Certificate\nof Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,\nby manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any\npurpose.\n\n \n\nA-7-8\n\n**IN WITNESS WHEREOF**,\nthe Certificate Administrator has caused this Class B Certificate to be duly executed.\n\nCITIBANK, N.A., not in its individual capacity but solely\n\nas Certificate\nAdministrator\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nDated: ____________, 2026\n\n \n\n \n\nCERTIFICATE OF AUTHENTICATION\n\nThis is one of the Class B\nCertificates referred to in the Pooling and Servicing Agreement.\n\nDated: ____________, 2026\n\nCITIBANK, N.A.,\nnot in its individual capacity but solely\n\nas Authenticating Agent\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nA-7-9\n\nASSIGNMENT\n\nFOR VALUE RECEIVED, the\nundersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________\n______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)\nthe entire Percentage Interest represented by the within Class B Certificate and hereby authorize(s) the registration of transfer\nof such interest to Assignee(s) on the Certificate Register of the Trust Fund.\n\nI (we) further direct\nthe Certificate Registrar to issue a new Class B Certificate of the entire Percentage Interest represented by the within Class B\nCertificates to the above-named Assignee(s) and to deliver such Class B Certificate to the following address:\n\nDate: ** **\n\nSignature by or on behalf of Assignor(s)\n\nTaxpayer Identification Number\n\nA-7-10\n\nDISTRIBUTION INSTRUCTIONS\n\nThe Assignee(s) should\ninclude the following for purposes of distribution:\n\nAddress of the\nAssignee(s) for the purpose of receiving notices and distributions:\nDistributions, if being made by wire transfer in immediately available funds to __________________________ for the account of\n__________________________ account number ____________________________. This information is provided by\n______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.\n\nBy:\n\n[Please print or type name(s)]\n\nTitle\n\nTaxpayer Identification Number\n\nA-7-11\n\nEXHIBIT A-8\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS C\n\n[UNLESS THIS CERTIFICATE IS PRESENTED BY AN\nAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR\nREGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER\nNAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED\nBY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL\nINASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]**1**\n\n[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL\nBE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS\nOF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN\nTHE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]**2**\n\nTHIS CERTIFICATE DOES NOT REPRESENT AN INTEREST\nIN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO\nBELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR\nRESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY\nOR PRIVATE INSURER.\n\nPRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE\nARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE\nAT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.\n\nDISTRIBUTIONS OF PRINCIPAL AND INTEREST ON\nTHIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.\n\nTHIS CERTIFICATE REPRESENTS A “REGULAR\nINTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)\nAND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.\n\n1\nLegend required as long as DTC is\nthe Depository under the Pooling and Servicing Agreement.\n\n2\nGlobal Certificate legend.** **\n\nA-8-1\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS C\n\nPass-Through\nRate:  The lesser of 5.88200% *per\nannum* and the WAC Rate3\n \n\n \n \n\nFirst Distribution Date:\nJune 17, 2026\nCut-off Date:  With\nrespect to each Mortgage Loan and Serviced Companion Loan, the Due Date in May 2026 for that Mortgage Loan or Serviced Companion\nLoan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to May\n2026, the date that would have been its Due Date in May 2026 under the terms of that Mortgage Loan or Serviced Companion Loan, as\napplicable, if a Monthly Payment were scheduled to be due in that month).\n\n \n \n\nAggregate Initial Certificate Balance of the\nClass C\n\nCertificates:  $29,196,000\nScheduled Final Distribution Date: the Distribution\n\nDate in May 2031\n\n \n \n\nCUSIP:  081942AF1\n\n \n\nInitial Certificate Balance of this Certificate:\n$[___]\n\nISIN:                US081942AF12\n \n\n \n \n\nNo.:  [1]\n \n\nThis certifies that [           ]\nis the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the\nClass C Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first\nliens on various types of commercial, multifamily and/or manufactured housing community properties and any Trust Subordinate Companion\nLoan(s) held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer\nand the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any\nTrust Subordinate Companion Loan(s) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder\nof this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing\nAgreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of\nthe Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also\nissued under the Pooling and Servicing Agreement are: (i) the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class\nB, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class VRR and Class R Certificates (together with the Class C Certificates,\nthe “Certificates” or the “Trust Certificates”; and the Holders of Certificates are collectively\nreferred to herein as “Certificateholders” or “Trust Certificateholders”); and (ii) an uncertificated\ninterest in the Trust Fund (the “Uncertificated VRR Interest” and, collectively with the Trust Certificates, the “Trust\nInterests”; and the owner of the Uncertificated VRR Interest is referred to herein as the “Uncertificated VRR Interest\nOwner” and, collectively with the Trust Certificateholders, the “Trust Interest Owners”).\n\nThis Certificate is issued\npursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 1, 2026 (the “Pooling and\nServicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer,\nLNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Wilmington Savings Fund\nSociety, FSB, as\n\n3\nThe initial approximate Pass-Through Rate as of the Closing Date is 5.88200% *per annum*.\n\nA-8-2\n\nTrustee, and Citibank, N.A., as Certificate\nAdministrator. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling\nand Servicing Agreement.\n\nThis Certificate represents\na “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,\nin Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.\n\nThe Certificate Administrator\nmakes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust Certificates,\nthe Mortgage Loans or any Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate Administrator\nunder the Pooling and Servicing Agreement.\n\nPursuant to the terms\nof the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Trust\nCertificate), on the 4th Business Day following the Determination Date in each month, commencing in June 2026 (each such date, a “Distribution\nDate”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s\npro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal\nand interest then distributable, if any, with respect to the Class C Certificates for such Distribution Date, all as more fully described\nin the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of the Non-Vertically Retained Percentage\nof the Yield Maintenance Charges collected on the Mortgage Loans, as provided in the Pooling and Servicing Agreement.\n\nInterest accrued on this\nCertificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall Carryforward with respect to this Certificate,\nif any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest\nAccrual Period” with respect to any Distribution Date and with respect to the Class C Certificates is the calendar month\npreceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.\n\nAll distributions on the\nTrust Certificates (other than the final distribution on any Trust Certificate) will be made by the Certificate Administrator to the persons\nin whose names the Trust Certificates are registered at the close of business on each Record Date, which will be the last Business Day\nof the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately\navailable funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate\nfacilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions\nno less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order\napplicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution on each Trust\nCertificate shall be made in like manner, but only upon presentation and surrender of such Trust Certificate at the office of the Certificate\nAdministrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in a notice\nto Certificateholders of the pendency of the final distribution.\n\nAny funds not distributed\non the Termination Date because of the failure of any Trust Certificateholders to tender their Trust Certificates shall be set aside and\nheld in trust for the account of the appropriate non-tendering Trust Certificateholders, whereupon the Trust Fund shall terminate. If\nany Trust Interest as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement\nshall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator\nshall mail a second notice to the remaining Trust Interest Owners, at their last addresses shown in the Certificate Register, to surrender\ntheir Trust Interests for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within\none year after the second notice any Trust Interest shall not have been surrendered for cancellation, the Certificate Administrator may,\ndirectly or through an agent, take appropriate steps to contact the remaining Trust Interest Owners concerning surrender of their Trust\nInterests. The costs and expenses of maintaining such funds and of contacting Trust Interest Owners shall be paid out of the assets which\nremain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice any Trust\nInterests shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable\nto the Trust Interest Owners thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Trust\nInterest Owners until the earlier of (i) its termination as Certificate Administrator under the Pooling and Servicing Agreement and the\ntransfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and distribution of such\namounts to the Class R\n\nA-8-3\n\nCertificateholders. No interest shall accrue\nor be payable to any Trust Interest Owner on any amount held as a result of such Trust Interest Owner’s failure to surrender its\nTrust Interest(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.\n\nThis Certificate is limited\nin right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically\nset forth herein and in the Pooling and Servicing Agreement.\n\nAs provided in the Pooling\nand Servicing Agreement, the Trust Fund includes: (i) such Trust Loans as from time to time are subject to the Pooling and Servicing Agreement,\ntogether with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust\nLoans due after the Cut-off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive\nof interest relating to periods prior to, but due after, the Cut-off Date); (iii) any REO Property (but, with respect to any REO Property\nrelating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv) all revenues received in respect\nof any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest\nin the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to\nthe Trust Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s\nrights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities\nor guaranties given as additional security for any Trust Loan; (viii) all of the Trustee’s and the Certificate Administrator’s\nrights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Trust Loans deposited in the Collection Account, the Distribution\nAccount, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any\nREO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating\nto the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the\nTrustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests and any Trust Subordinate\nCompanion Loan REMIC Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any Mortgage\nLoan REMIC Regular Interests; (xv) any Mortgage Loan REMIC Residual Interests identified on Exhibit P to the Pooling and Servicing\nAgreement; and (xvi) any and all Initial Month’s Interest Deposit Amounts and Initial Interest Deposit Amounts.\n\nThis Certificate does\nnot purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,\nrights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate\nAdministrator and Trustee.\n\nAs provided in the Pooling\nand Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of\nany Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,\none or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.\n\nPrior to due presentation\nof this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered\nas the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for\nall other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the\nOperating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the\nCertificate Administrator and the Trustee, without the consent of any of the Trust Certificateholders or any Uncertificated Interest Owners:\n\n(i)\n              \nto cure any ambiguity to the extent that it does not adversely affect any Trust Certificateholders or any Uncertificated Interest Owner;\n\n(ii)\n               \nto correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement\nor with the description thereof in the Prospectus or to correct any error;\n\nA-8-4\n\n(iii)to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds\nReserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master\nServicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change\nwould not adversely affect in any material respect the interests of any Trust Certificateholder or any Uncertificated Interest Owner,\nas evidenced by an Opinion of Counsel (at the expense of the party requesting the amendment) or, if any Trust Certificate is then rated,\nas evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;\n\n(iv)to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification\nof any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the\nTrust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party\nrequesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid\nor minimize such risk and (2) the action will not adversely affect in any material respect the interests of any Trust Certificateholders\nor any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer\nof the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect\nto the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment\nCompany Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations\nor (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements\nfor this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or\neliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;\n\n(v)to make any other provisions with respect to matters or questions arising under the Pooling and Servicing\nAgreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of (i)\nany Trust Certificateholder or Uncertificated Interest Owner or (iii) any holder of a Serviced Companion Loan not consenting thereto,\nas evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is then rated, a Rating Agency Confirmation from each\nof the Rating Agencies with respect to such amendment or supplement and, in the case of a securitized Serviced Companion Loan with rated\nServiced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result in\nthe downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that\nsuch rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied\nwith respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\n(vi)\n               \nto modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does\nnot increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,\nthe Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification\nwould materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement)\nand (B) such modification shall not adversely affect in any material respects the interests of any Trust Certificateholder or Uncertificated\nInterest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Trust Certificate is then rated, receipt of Rating\nAgency Confirmation from each Rating Agency rating such Trust Certificates; and provided, further that notice of such modification\nis provided to all parties to the Pooling and Servicing Agreement; and\n\nA-8-5\n\n(vii)to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to\nmaintain the ratings assigned to each Class of Trust Certificates by each Rating Agency, provided that the amendment will not adversely\naffect in any material respect the interests of (i) any Trust Certificateholder or Uncertificated Interest Owner or (ii) any holder of\na Serviced Companion Loan not consenting thereto, as evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is\nthen rated, a Rating Agency Confirmation from each of the Rating Agencies and, in the case of a securitized Serviced Companion Loan with\nrated Serviced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result\nin the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided\nthat such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered\nsatisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\nprovided, further\nthat no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or\nthe right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent\nof the Controlling Class Representative (or, if applicable, of any Loan-Specific Controlling Class Representative without the consent\nof such Loan-Specific Controlling Class Representative); (B) reduce the consultation rights or the right to receive information under\nthe Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the\nobligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase\nAgreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter\nor Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect in any material respect\nany Serviced Companion Loan Holder in its capacity as such without its consent (the lack of which material adverse effect must in the\ncase of, and under the circumstances described in, clauses (v) and (vii) above, be evidenced as described in such clauses). Expenses\nincurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, the Special\nServicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be\nborne by the Trust.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then\nacting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Trust Certificates representing\nin the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Trust Certificates affected by the amendment for the\npurpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement\nor of modifying in any manner the rights of the Trust Certificateholders and/or any Uncertificated Interest Owners; provided, however,\nthat no such amendment shall:\n\n(i)reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which\nare required to be distributed on a Trust Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,\nas applicable, without the consent of the Holder of that Trust Certificate or Uncertificated Interest or that Serviced Companion Loan\nHolder, as applicable;\n\n(ii)reduce the aforesaid percentage of Trust Certificates or any Uncertificated Interest, the Holders of which\nare required to consent to the amendment without the consent of the\n\nA-8-6\n\nHolders of all Trust Certificates of\nthat Class then outstanding or of the applicable Uncertificated Interest Owner, as applicable;\n\n(iii)change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing\nAgreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;\n\n(iv)change the definition of “Servicing Standard” without either (A) consent of 100% of the Trust\nCertificateholders and any Uncertificated Interest Owners or (B) Rating Agency Confirmation;\n\n(v)without the consent of 100% of the Trust Certificateholders that are adversely affected thereby, change\n(A) the percentages of Voting Rights of Trust Certificateholders that are required to consent to any action or inaction under the Pooling\nand Servicing Agreement, (B) the right of the Trust Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing\nAgreement or (C) the right of the Trust Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;\n\n(vi)adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class\nCertificateholders;\n\n(vii)adversely affect any Loan-Specific Controlling Class Representative without the consent of 100% of the\nLoan-Specific Controlling Class Certificateholders;\n\n(viii)adversely affect in any material respect a Serviced Companion Loan Holder in its capacity as such without\nits consent; or\n\n(ix)change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent\nof the affected Underwriter or Initial Purchaser.\n\nThe Holders of the Controlling\nClass representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,\nor if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master\nServicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect\nan early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other\nparties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time\non or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less\nthan all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Whole Loan, subject to certain rights of the\nrelated Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property\nacquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any\nOutside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal\nto (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master\nServicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser\nof such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely\nin the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,\nif any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer\nor the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,\nremaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,\nin connection with such purchase).\n\nAny Person(s) effecting\nan early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative, each\nLoan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest Owner, or, in the case\nof a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class\nRepresentative, each Loan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest\nOwner)\n\nA-8-7\n\nof its intention to do so in writing at least\n30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing\nAgreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets of the Trust Fund pursuant to Section 9.01(c)\nof the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator\nshall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing\nAgreement.\n\nThe respective obligations\nand responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Trust Certificates, any\nUncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and\nto send certain notices to Trust Certificateholders and any Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement\nand to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and\ncertain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the\nControlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO\nProperties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement,\n(ii) the exchange by the Remaining Certificateholder of its Trust Certificates and any Uncertificated Interests for all the Trust\nLoans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing\nAgreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property\n(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling\nand Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants\nof Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing\nAgreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer\nor Special Servicer, as applicable, promptly following receipt thereof.\n\nUnless the Certificate\nof Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,\nby manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any\npurpose.\n\n \n\nA-8-8\n\n**IN WITNESS WHEREOF**,\nthe Certificate Administrator has caused this Class C Certificate to be duly executed.\n\nCITIBANK, N.A., not in its individual capacity but solely\n\nas Certificate\nAdministrator\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nDated: ____________, 2026\n\n \n\n \n\nCERTIFICATE OF AUTHENTICATION\n\nThis is one of the Class C\nCertificates referred to in the Pooling and Servicing Agreement.\n\nDated: ____________, 2026\n\nCITIBANK, N.A.,\nnot in its individual capacity but solely\n\nas Authenticating Agent\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nA-8-9\n\nASSIGNMENT\n\nFOR VALUE RECEIVED, the\nundersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________\n______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)\nthe entire Percentage Interest represented by the within Class C Certificate and hereby authorize(s) the registration of transfer\nof such interest to Assignee(s) on the Certificate Register of the Trust Fund.\n\nI (we) further direct\nthe Certificate Registrar to issue a new Class C Certificate of the entire Percentage Interest represented by the within Class C\nCertificates to the above-named Assignee(s) and to deliver such Class C Certificate to the following address:\n\nDate: ** **\n\nSignature by or on behalf of Assignor(s)\n\nTaxpayer Identification Number\n\nA-8-10\n\nDISTRIBUTION INSTRUCTIONS\n\nThe Assignee(s) should\ninclude the following for purposes of distribution:\n\nAddress of the\nAssignee(s) for the purpose of receiving notices and distributions:\nDistributions, if being made by wire transfer in immediately available funds to __________________________ for the account of\n__________________________ account number ____________________________. This information is provided by\n______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.\n\nBy:\n\n[Please print or type name(s)]\n\nTitle\n\nTaxpayer Identification Number\n\nA-8-11\n\n \n\nEXHIBIT A-9\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS X-D\n\n[THIS CERTIFICATE IS A TEMPORARY REGULATION\nS GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).\nNEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED\nUNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.\n\nNO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION\nS GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN\nDELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]**1**\n\n[UNLESS THIS CERTIFICATE IS PRESENTED BY AN\nAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR\nREGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER\nNAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED\nBY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL\nINASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]**2**\n\n[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL\nBE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS\nOF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN\nTHE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]**3**\n\nTHIS CERTIFICATE DOES NOT REPRESENT AN INTEREST\nIN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO\nBELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS OR ANY OF\nTHEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY\nOR PRIVATE INSURER.\n\nTHE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL\nBE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS D certificates.\nACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.\n\nTHIS CLASS X-D CERTIFICATE WILL NOT BE\nENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.\n\nTHIS CERTIFICATE HAS NOT BEEN AND WILL NOT\nBE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES\nLAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS\n\n1\nTemporary Regulation S Global Certificate legend.\n\n2\nLegend required as long as DTC is the Depository under the Pooling and Servicing Agreement.\n\n3\nGlobal Certificate legend.** **\n\nA-9-1\n\nCERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED\nOR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER\nREASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING\nFOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE\nON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE\nDEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED\nINVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF\nREGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE\nSECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.\n\nTHIS CERTIFICATE REPRESENTS A “REGULAR\nINTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)\nAND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.\n\nA-9-2\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS X-D\n\nPass-Through\nRate:  Variable IO4\n \n\n \n \n\nFirst Distribution Date:\nJune 17, 2026\nCut-off Date:  With\nrespect to each Mortgage Loan and Serviced Companion Loan, the Due Date in May 2026 for that Mortgage Loan or Serviced Companion\nLoan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to May\n2026, the date that would have been its Due Date in May 2026 under the terms of that Mortgage Loan or Serviced Companion Loan, as\napplicable, if a Monthly Payment were scheduled to be due in that month).\n\n \n \n\nAggregate Initial Notional Amount of the Class X-D\n\nCertificates:  $25,547,000\nScheduled Final Distribution\nDate: the Distribution Date\n\nin May 2031\n\n \n \n\n \n\nCUSIP:  081942AV65\n\nU06931AF36\n\n081942AW47\nInitial Notional\nAmount of this Certificate: $[___]\n\n \n\nISIN: US081942AV618\n\nUSU06931AF319\n\nUS081942AW4510\n\n \n\nCommon Code: 338273592\n\n \n\nNo.: [1]\n\n \n\nThis certifies that [           ]\nis the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the\nClass X-D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first\nliens on various types of commercial, multifamily and/or manufactured housing community properties and any Trust Subordinate Companion\nLoan(s) held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer\nand the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any\nTrust Subordinate Companion Loan(s) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder\nof this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing\nAgreement and is bound thereby. In the event that there is any\n\n4\nThe initial approximate Pass-Through Rate as of the Closing Date is 2.06622% *per annum*.\n\n5\nFor Rule 144A Certificates\n\n6\nFor Regulation S Certificates\n\n7\nFor IAI Certificates\n\n8\nFor Rule 144A Certificates\n\n9\nFor Regulation S Certificates\n\n10 For IAI Certificates\n\nA-9-3\n\nconflict between any provision of this Certificate\nand any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such\ninconsistency. Also issued under the Pooling and Servicing Agreement are: (i) the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B,\nClass A-S, Class B, Class C, Class D, Class E, Class F-RR, Class G-RR, Class VRR and Class R Certificates (together with the Class X-D\nCertificates, the “Certificates” or the “Trust Certificates”; and the Holders of Certificates are\ncollectively referred to herein as “Certificateholders” or “Trust Certificateholders”); and (ii)\nan uncertificated interest in the Trust Fund (the “Uncertificated VRR Interest” and, collectively with the Trust Certificates,\nthe “Trust Interests”; and the owner of the Uncertificated VRR Interest is referred to herein as the “Uncertificated\nVRR Interest Owner” and, collectively with the Trust Certificateholders, the “Trust Interest Owners”).\n\nThis Certificate is issued\npursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 1, 2026 (the “Pooling and\nServicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer,\nLNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Wilmington Savings Fund\nSociety, FSB, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein\nshall have the meanings assigned thereto in the Pooling and Servicing Agreement.\n\nThis Certificate represents\na “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,\nin Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.\n\nThe Certificate Administrator\nmakes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust Certificates,\nthe Mortgage Loans or any Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate Administrator\nunder the Pooling and Servicing Agreement.\n\nPursuant to the terms\nof the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Trust\nCertificate), on the 4th Business Day following the Determination Date in each month, commencing in June 2026 (each such date, a “Distribution\nDate”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s\npro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest\nthen distributable, if any, with respect to the Class X-D Certificates for such Distribution Date, all as more fully described in\nthe Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of the Non-Vertically Retained Percentage\nof the Yield Maintenance Charges collected on the Mortgage Loans, as provided in the Pooling and Servicing Agreement.\n\nInterest accrued on this\nCertificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall Carryforward with respect to this Certificate,\nif any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest\nAccrual Period” with respect to any Distribution Date and with respect to the Class X-D Certificates is the calendar month\npreceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.\n\nAll distributions on the\nTrust Certificates (other than the final distribution on any Trust Certificate) will be made by the Certificate Administrator to the persons\nin whose names the Trust Certificates are registered at the close of business on each Record Date, which will be the last Business Day\nof the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately\navailable funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate\nfacilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions\nno less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order\napplicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution on each Trust\nCertificate shall be made in like manner, but only upon presentation and surrender of such Trust Certificate at the office of the Certificate\nAdministrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in a notice\nto Certificateholders of the pendency of the final distribution.\n\nAny funds not distributed\non the Termination Date because of the failure of any Trust Certificateholders to tender their Trust Certificates shall be set aside and\nheld in trust for the account of the appropriate non-tendering Trust Certificateholders, whereupon the Trust Fund shall terminate. If\nany Trust Interest as to which notice of the\n\nA-9-4\n\nTermination Date has been given pursuant to\nSection 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time\nspecified in such notice, the Certificate Administrator shall mail a second notice to the remaining Trust Interest Owners, at their last\naddresses shown in the Certificate Register, to surrender their Trust Interests for cancellation in order to receive, from such funds\nheld, the final distribution with respect thereto. If within one year after the second notice any Trust Interest shall not have been surrendered\nfor cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Trust\nInterest Owners concerning surrender of their Trust Interests. The costs and expenses of maintaining such funds and of contacting Trust\nInterest Owners shall be paid out of the assets which remain held. Subject to applicable state law with respect to escheatment of funds,\nif within two years after the second notice any Trust Interests shall not have been surrendered for cancellation, the Paying Agent shall\npay to the Certificate Administrator all amounts distributable to the Trust Interest Owners thereof, and the Certificate Administrator\nshall thereafter hold such amounts for the benefit of such Trust Interest Owners until the earlier of (i) its termination as Certificate\nAdministrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and\n(ii) the termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or\nbe payable to any Trust Interest Owner on any amount held as a result of such Trust Interest Owner’s failure to surrender its Trust\nInterest(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.\n\nThis Certificate is limited\nin right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically\nset forth herein and in the Pooling and Servicing Agreement.\n\nAs provided in the Pooling\nand Servicing Agreement, the Trust Fund includes: (i) such Trust Loans as from time to time are subject to the Pooling and Servicing Agreement,\ntogether with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust\nLoans due after the Cut-off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive\nof interest relating to periods prior to, but due after, the Cut-off Date); (iii) any REO Property (but, with respect to any REO Property\nrelating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv) all revenues received in respect\nof any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest\nin the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to\nthe Trust Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s\nrights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities\nor guaranties given as additional security for any Trust Loan; (viii) all of the Trustee’s and the Certificate Administrator’s\nrights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Trust Loans deposited in the Collection Account, the Distribution\nAccount, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any\nREO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating\nto the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the\nTrustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests and any Trust Subordinate\nCompanion Loan REMIC Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any Mortgage\nLoan REMIC Regular Interests; (xv) any Mortgage Loan REMIC Residual Interests identified on Exhibit P to the Pooling and Servicing\nAgreement; and (xvi) any and all Initial Month’s Interest Deposit Amounts and Initial Interest Deposit Amounts.\n\nThis Certificate does\nnot purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,\nrights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate\nAdministrator and Trustee.\n\nAs provided in the Pooling\nand Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of\nany Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,\none or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.\n\nPrior to due presentation\nof this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered\nas the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for\nall other purposes whatsoever,\n\nA-9-5\n\nand neither the Master Servicer, the Special\nServicer, the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall\nbe affected by any notice to the contrary.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the\nOperating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the\nCertificate Administrator and the Trustee, without the consent of any of the Trust Certificateholders or any Uncertificated Interest Owners:\n\n(i)to cure any ambiguity to the extent that it does not adversely affect any Trust Certificateholders or\nany Uncertificated Interest Owner;\n\n(ii)to correct or supplement any of its provisions which may be inconsistent with any other provisions of\nthe Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;\n\n(iii)to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds\nReserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master\nServicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change\nwould not adversely affect in any material respect the interests of any Trust Certificateholder or any Uncertificated Interest Owner,\nas evidenced by an Opinion of Counsel (at the expense of the party requesting the amendment) or, if any Trust Certificate is then rated,\nas evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;\n\n(iv)to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification\nof any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the\nTrust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party\nrequesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid\nor minimize such risk and (2) the action will not adversely affect in any material respect the interests of any Trust Certificateholders\nor any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer\nof the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect\nto the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment\nCompany Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations\nor (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements\nfor this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or\neliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;\n\n(v)to make any other provisions with respect to matters or questions arising under the Pooling and Servicing\nAgreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of (i)\nany Trust Certificateholder or Uncertificated Interest Owner or (iii) any holder of a Serviced Companion Loan not consenting thereto,\nas evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is then rated, a Rating Agency Confirmation from each\nof the Rating Agencies with respect to such amendment or supplement and, in the case of a securitized Serviced Companion Loan with rated\nServiced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result in\nthe downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that\nsuch rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be\n\nA-9-6\n\nconsidered satisfied with respect to\nthe Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\n(vi)to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided\nthat (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the\nAsset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not\nbe withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations\nunder the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests\nof any Trust Certificateholder or Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Trust\nCertificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Trust Certificates; and provided,\nfurther that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and\n\n(vii)to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to\nmaintain the ratings assigned to each Class of Trust Certificates by each Rating Agency, provided that the amendment will not adversely\naffect in any material respect the interests of (i) any Trust Certificateholder or Uncertificated Interest Owner or (ii) any holder of\na Serviced Companion Loan not consenting thereto, as evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is\nthen rated, a Rating Agency Confirmation from each of the Rating Agencies and, in the case of a securitized Serviced Companion Loan with\nrated Serviced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result\nin the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided\nthat such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered\nsatisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\nprovided, further\nthat no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or\nthe right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent\nof the Controlling Class Representative (or, if applicable, of any Loan-Specific Controlling Class Representative without the consent\nof such Loan-Specific Controlling Class Representative); (B) reduce the consultation rights or the right to receive information under\nthe Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the\nobligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase\nAgreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter\nor Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect in any material respect\nany Serviced Companion Loan Holder in its capacity as such without its consent (the lack of which material adverse effect must in the\ncase of, and under the circumstances described in, clauses (v) and (vii) above, be evidenced as described in such clauses). Expenses\nincurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, the Special\nServicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be\nborne by the Trust.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then\nacting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Trust Certificates representing\nin the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Trust Certificates affected by the amendment for the\npurpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement\nor of modifying in any manner the rights of the Trust Certificateholders and/or any Uncertificated Interest Owners; provided, however,\nthat no such amendment shall:\n\nA-9-7\n\n(i)reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which\nare required to be distributed on a Trust Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,\nas applicable, without the consent of the Holder of that Trust Certificate or Uncertificated Interest or that Serviced Companion Loan\nHolder, as applicable;\n\n(ii)               \nreduce the aforesaid percentage of Trust Certificates or any Uncertificated Interest, the Holders of which are required to consent to\nthe amendment without the consent of the Holders of all Trust Certificates of that Class then outstanding or of the applicable Uncertificated\nInterest Owner, as applicable;\n\n(iii)             \nchange in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage\nLoan Purchase Agreement without the consent of the affected Mortgage Loan Seller;\n\n(iv)              \nchange the definition of “Servicing Standard” without either (A) consent of 100% of the Trust Certificateholders and any\nUncertificated Interest Owners or (B) Rating Agency Confirmation;\n\n(v)               \nwithout the consent of 100% of the Trust Certificateholders that are adversely affected thereby, change (A) the percentages of Voting\nRights of Trust Certificateholders that are required to consent to any action or inaction under the Pooling and Servicing Agreement,\n(B) the right of the Trust Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the\nright of the Trust Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;\n\n(vi)              \nadversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;\n\n(vii)            \nadversely affect any Loan-Specific Controlling Class Representative without the consent of 100% of the Loan-Specific Controlling Class\nCertificateholders;\n\n(viii)          \nadversely affect in any material respect a Serviced Companion Loan Holder in its capacity as such without its consent; or\n\n(ix)              \nchange in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter\nor Initial Purchaser.\n\nThe Holders of the Controlling\nClass representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,\nor if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master\nServicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect\nan early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other\nparties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time\non or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less\nthan all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Whole Loan, subject to certain rights of the\nrelated Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property\nacquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any\nOutside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal\nto (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master\nServicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser\nof such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely\nin the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,\nif any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer\nor the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as\n\nA-9-8\n\napplicable, remaining outstanding (which items\nwill be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such\npurchase).\n\nAny Person(s) effecting\nan early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative, each\nLoan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest Owner, or, in the case\nof a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class\nRepresentative, each Loan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest\nOwner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred\nby any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans\nand other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party\nexercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made\nby an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.\n\nThe respective obligations\nand responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Trust Certificates, any\nUncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and\nto send certain notices to Trust Certificateholders and any Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement\nand to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and\ncertain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the\nControlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO\nProperties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement,\n(ii) the exchange by the Remaining Certificateholder of its Trust Certificates and any Uncertificated Interests for all the Trust\nLoans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing\nAgreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property\n(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling\nand Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants\nof Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing\nAgreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer\nor Special Servicer, as applicable, promptly following receipt thereof.\n\nUnless the Certificate\nof Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,\nby manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any\npurpose.\n\n \n\nA-9-9\n\n**IN WITNESS WHEREOF**,\nthe Certificate Administrator has caused this Class X-D Certificate to be duly executed.\n\nCITIBANK, N.A., not in its individual capacity but solely\n\nas Certificate\nAdministrator\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nDated: ____________, 2026\n\n \n\n \n\nCERTIFICATE OF AUTHENTICATION\n\nThis is one of the Class X-D\nCertificates referred to in the Pooling and Servicing Agreement.\n\nDated: ____________, 2026\n\nCITIBANK, N.A.,\nnot in its individual capacity but solely\n\nas Authenticating Agent\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nA-9-10\n\nASSIGNMENT\n\nFOR VALUE RECEIVED, the\nundersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________\n______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)\nthe entire Percentage Interest represented by the within Class X-D Certificate and hereby authorize(s) the registration of transfer\nof such interest to Assignee(s) on the Certificate Register of the Trust Fund.\n\nI (we) further direct\nthe Certificate Registrar to issue a new Class X-D Certificate of the entire Percentage Interest represented by the within Class X-D\nCertificates to the above-named Assignee(s) and to deliver such Class X-D Certificate to the following address:\n\nDate: ** **\n\nSignature by or on behalf of Assignor(s)\n\nTaxpayer Identification Number\n\nA-9-11\n\nDISTRIBUTION INSTRUCTIONS\n\nThe Assignee(s) should\ninclude the following for purposes of distribution:\n\nAddress of the\nAssignee(s) for the purpose of receiving notices and distributions: Distributions, if being made by wire\ntransfer in immediately available funds to __________________________ for the account of __________________________ account number\n____________________________. This information is provided by ______________________________, the Assignee(s) named above or\n____________________________________ as its (their) agent.\n\nBy:\n\n[Please print or type name(s)]\n\nTitle\n\nTaxpayer Identification Number\n\nA-9-12\n\nEXHIBIT A-10\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS D\n\n[THIS CERTIFICATE IS A TEMPORARY REGULATION\nS GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).\nNEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED\nUNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.\n\nNO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION\nS GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN\nDELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]**1**\n\n[UNLESS THIS CERTIFICATE IS PRESENTED BY AN\nAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR\nREGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER\nNAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED\nBY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL\nINASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]**2**\n\n[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL\nBE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS\nOF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN\nTHE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]**3**\n\nTHIS CERTIFICATE DOES NOT REPRESENT AN INTEREST\nIN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO\nBELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS OR ANY OF\nTHEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY\nOR PRIVATE INSURER.\n\nPRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE\nARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE\nAT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.\n\nDISTRIBUTIONS OF PRINCIPAL\nAND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME\nSERIES.\n\n1\nTemporary Regulation S Global Certificate legend.\n\n2\nLegend\nrequired as long as DTC is the Depository under the Pooling and Servicing Agreement.\n\n3\nGlobal Certificate legend.** **\n\nA-10-1\n\nTHIS CERTIFICATE HAS NOT BEEN AND WILL NOT\nBE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES\nLAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED\nONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS\nA “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT\nOF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,\n(2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN,\nAND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR”\nWITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER\nTHE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS\nOF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.\n\nTHIS CERTIFICATE REPRESENTS A “REGULAR\nINTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)\nAND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.\n\nA-10-2\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS D\n\nPass-Through\nRate: 4.50000% *per annum*\n \n\n \n \n\nFirst Distribution Date:\nJune 17, 2026\nCut-off Date:  With\nrespect to each Mortgage Loan and Serviced Companion Loan, the Due Date in May 2026 for that Mortgage Loan or Serviced Companion\nLoan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to May\n2026, the date that would have been its Due Date in May 2026 under the terms of that Mortgage Loan or Serviced Companion Loan, as\napplicable, if a Monthly Payment were scheduled to be due in that month).\n\n \n \n\nAggregate Initial Certificate Balance of the\nClass D\n\nCertificates:  $25,547,000\nScheduled Final Distribution\nDate: the Distribution Date\n\nin May 2031\n\n \n \n\n \n\nCUSIP:  081942AG94\n\nU06931AA45\n\n081942AH76\n\nInitial Certificate\nBalance of this Certificate: $[___]\n\nISIN: US081942AG947\n\nUSU06931AA448\n\nUS081942AH779\n\n \n\n \n\nCommon\nCode: 338273525\n\n \n\nNo.: [1]\n\n \n\nThis certifies that [           ]\nis the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the\nClass D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first\nliens on various types of commercial, multifamily and/or manufactured housing community properties and any Trust Subordinate Companion\nLoan(s) held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer\nand the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any\nTrust Subordinate Companion Loan(s) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder\nof this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing\nAgreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of\nthe Pooling and Servicing Agreement, such\n\n4\nFor Rule 144A Certificates\n\n5\nFor Regulation S Certificates\n\n6\nFor IAI Certificates\n\n7\nFor Rule 144A Certificates\n\n8\nFor Regulation S Certificates\n\n9\nFor IAI Certificates\n\nA-10-3\n\nprovision of this Certificate shall be superseded\nto the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are: (i) the Class A-1, Class A-2, Class A-3,\nClass X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class E, Class F-RR, Class G-RR, Class VRR and Class R Certificates (together\nwith the Class D Certificates, the “Certificates” or the “Trust Certificates”; and the Holders\nof Certificates are collectively referred to herein as “Certificateholders” or “Trust Certificateholders”);\nand (ii) an uncertificated interest in the Trust Fund (the “Uncertificated VRR Interest” and, collectively with the\nTrust Certificates, the “Trust Interests”; and the owner of the Uncertificated VRR Interest is referred to herein as\nthe “Uncertificated VRR Interest Owner” and, collectively with the Trust Certificateholders, the “Trust Interest\nOwners”).\n\nThis Certificate is issued\npursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 1, 2026 (the “Pooling and\nServicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer,\nLNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Wilmington Savings Fund\nSociety, FSB, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein\nshall have the meanings assigned thereto in the Pooling and Servicing Agreement.\n\nThis Certificate represents\na “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,\nin Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.\n\nThe Certificate Administrator\nmakes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust Certificates,\nthe Mortgage Loans or any Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate Administrator\nunder the Pooling and Servicing Agreement.\n\nPursuant to the terms\nof the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Trust\nCertificate), on the 4th Business Day following the Determination Date in each month, commencing in June 2026 (each such date, a “Distribution\nDate”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s\npro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal\nand interest then distributable, if any, with respect to the Class D Certificates for such Distribution Date, all as more fully described\nin the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of the Non-Vertically Retained Percentage\nof the Yield Maintenance Charges collected on the Mortgage Loans, as provided in the Pooling and Servicing Agreement.\n\nInterest accrued on this\nCertificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall Carryforward with respect to this Certificate,\nif any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest\nAccrual Period” with respect to any Distribution Date and with respect to the Class D Certificates is the calendar month\npreceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.\n\nAll distributions on the\nTrust Certificates (other than the final distribution on any Trust Certificate) will be made by the Certificate Administrator to the persons\nin whose names the Trust Certificates are registered at the close of business on each Record Date, which will be the last Business Day\nof the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately\navailable funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate\nfacilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions\nno less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order\napplicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution on each Trust\nCertificate shall be made in like manner, but only upon presentation and surrender of such Trust Certificate at the office of the Certificate\nAdministrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in a notice\nto Certificateholders of the pendency of the final distribution.\n\nAny funds not distributed\non the Termination Date because of the failure of any Trust Certificateholders to tender their Trust Certificates shall be set aside and\nheld in trust for the account of the appropriate non-tendering Trust Certificateholders, whereupon the Trust Fund shall terminate. If\nany Trust Interest as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement\nshall not have\n\nA-10-4\n\nbeen surrendered for cancellation within six\nmonths after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Trust Interest\nOwners, at their last addresses shown in the Certificate Register, to surrender their Trust Interests for cancellation in order to receive,\nfrom such funds held, the final distribution with respect thereto. If within one year after the second notice any Trust Interest shall\nnot have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to\ncontact the remaining Trust Interest Owners concerning surrender of their Trust Interests. The costs and expenses of maintaining such\nfunds and of contacting Trust Interest Owners shall be paid out of the assets which remain held. Subject to applicable state law with\nrespect to escheatment of funds, if within two years after the second notice any Trust Interests shall not have been surrendered for cancellation,\nthe Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Trust Interest Owners thereof, and the Certificate\nAdministrator shall thereafter hold such amounts for the benefit of such Trust Interest Owners until the earlier of (i) its termination\nas Certificate Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator\nand (ii) the termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue\nor be payable to any Trust Interest Owner on any amount held as a result of such Trust Interest Owner’s failure to surrender its\nTrust Interest(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.\n\nThis Certificate is limited\nin right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically\nset forth herein and in the Pooling and Servicing Agreement.\n\nAs provided in the Pooling\nand Servicing Agreement, the Trust Fund includes: (i) such Trust Loans as from time to time are subject to the Pooling and Servicing Agreement,\ntogether with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust\nLoans due after the Cut-off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive\nof interest relating to periods prior to, but due after, the Cut-off Date); (iii) any REO Property (but, with respect to any REO Property\nrelating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv) all revenues received in respect\nof any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest\nin the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to\nthe Trust Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s\nrights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities\nor guaranties given as additional security for any Trust Loan; (viii) all of the Trustee’s and the Certificate Administrator’s\nrights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Trust Loans deposited in the Collection Account, the Distribution\nAccount, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any\nREO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating\nto the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the\nTrustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests and any Trust Subordinate\nCompanion Loan REMIC Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any Mortgage\nLoan REMIC Regular Interests; (xv) any Mortgage Loan REMIC Residual Interests identified on Exhibit P to the Pooling and Servicing\nAgreement; and (xvi) any and all Initial Month’s Interest Deposit Amounts and Initial Interest Deposit Amounts.\n\nThis Certificate does\nnot purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,\nrights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate\nAdministrator and Trustee.\n\nAs provided in the Pooling\nand Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of\nany Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,\none or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.\n\nPrior to due presentation\nof this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered\nas the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for\nall other purposes whatsoever,\n\nA-10-5\n\nand neither the Master Servicer, the Special\nServicer, the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall\nbe affected by any notice to the contrary.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the\nOperating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the\nCertificate Administrator and the Trustee, without the consent of any of the Trust Certificateholders or any Uncertificated Interest Owners:\n\n(i)to cure any ambiguity to the extent that it does not adversely affect any Trust Certificateholders or\nany Uncertificated Interest Owner;\n\n(ii)to correct or supplement any of its provisions which may be inconsistent with any other provisions of\nthe Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;\n\n(iii)to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds\nReserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master\nServicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change\nwould not adversely affect in any material respect the interests of any Trust Certificateholder or any Uncertificated Interest Owner,\nas evidenced by an Opinion of Counsel (at the expense of the party requesting the amendment) or, if any Trust Certificate is then rated,\nas evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;\n\n(iv)to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification\nof any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the\nTrust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party\nrequesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid\nor minimize such risk and (2) the action will not adversely affect in any material respect the interests of any Trust Certificateholders\nor any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer\nof the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect\nto the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment\nCompany Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations\nor (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements\nfor this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or\neliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;\n\n(v)to make any other provisions with respect to matters or questions arising under the Pooling and Servicing\nAgreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of (i)\nany Trust Certificateholder or Uncertificated Interest Owner or (iii) any holder of a Serviced Companion Loan not consenting thereto,\nas evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is then rated, a Rating Agency Confirmation from each\nof the Rating Agencies with respect to such amendment or supplement and, in the case of a securitized Serviced Companion Loan with rated\nServiced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result in\nthe downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that\nsuch rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be\n\nA-10-6\n\nconsidered satisfied with respect to\nthe Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\n(vi)to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided\nthat (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the\nAsset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not\nbe withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations\nunder the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests\nof any Trust Certificateholder or Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Trust\nCertificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Trust Certificates; and provided,\nfurther that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and\n\n(vii)to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to\nmaintain the ratings assigned to each Class of Trust Certificates by each Rating Agency, provided that the amendment will not adversely\naffect in any material respect the interests of (i) any Trust Certificateholder or Uncertificated Interest Owner or (ii) any holder of\na Serviced Companion Loan not consenting thereto, as evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is\nthen rated, a Rating Agency Confirmation from each of the Rating Agencies and, in the case of a securitized Serviced Companion Loan with\nrated Serviced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result\nin the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided\nthat such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered\nsatisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\nprovided, further\nthat no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or\nthe right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent\nof the Controlling Class Representative (or, if applicable, of any Loan-Specific Controlling Class Representative without the consent\nof such Loan-Specific Controlling Class Representative); (B) reduce the consultation rights or the right to receive information under\nthe Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the\nobligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase\nAgreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter\nor Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect in any material respect\nany Serviced Companion Loan Holder in its capacity as such without its consent (the lack of which material adverse effect must in the\ncase of, and under the circumstances described in, clauses (v) and (vii) above, be evidenced as described in such clauses). Expenses\nincurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, the Special\nServicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be\nborne by the Trust.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then\nacting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Trust Certificates representing\nin the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Trust Certificates affected by the amendment for the\npurpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement\nor of modifying in any manner the rights of the Trust Certificateholders and/or any Uncertificated Interest Owners; provided, however,\nthat no such amendment shall:\n\nA-10-7\n\n(i)reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which\nare required to be distributed on a Trust Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,\nas applicable, without the consent of the Holder of that Trust Certificate or Uncertificated Interest or that Serviced Companion Loan\nHolder, as applicable;\n\n(ii)               \nreduce the aforesaid percentage of Trust Certificates or any Uncertificated Interest, the Holders of which are required to consent to\nthe amendment without the consent of the Holders of all Trust Certificates of that Class then outstanding or of the applicable Uncertificated\nInterest Owner, as applicable;\n\n(iii)             \nchange in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage\nLoan Purchase Agreement without the consent of the affected Mortgage Loan Seller;\n\n(iv)              \nchange the definition of “Servicing Standard” without either (A) consent of 100% of the Trust Certificateholders and any\nUncertificated Interest Owners or (B) Rating Agency Confirmation;\n\n(v)               \nwithout the consent of 100% of the Trust Certificateholders that are adversely affected thereby, change (A) the percentages of Voting\nRights of Trust Certificateholders that are required to consent to any action or inaction under the Pooling and Servicing Agreement,\n(B) the right of the Trust Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the\nright of the Trust Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;\n\n(vi)              \nadversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;\n\n(vii)            \nadversely affect any Loan-Specific Controlling Class Representative without the consent of 100% of the Loan-Specific Controlling Class\nCertificateholders;\n\n(viii)          \nadversely affect in any material respect a Serviced Companion Loan Holder in its capacity as such without its consent; or\n\n(ix)              \nchange in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter\nor Initial Purchaser.\n\nThe Holders of the Controlling\nClass representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,\nor if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master\nServicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect\nan early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other\nparties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time\non or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less\nthan all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Whole Loan, subject to certain rights of the\nrelated Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property\nacquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any\nOutside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal\nto (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master\nServicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser\nof such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely\nin the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,\nif any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer\nor the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as\n\nA-10-8\n\napplicable, remaining outstanding (which items\nwill be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such\npurchase).\n\nAny Person(s) effecting\nan early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative, each\nLoan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest Owner, or, in the case\nof a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class\nRepresentative, each Loan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest\nOwner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred\nby any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans\nand other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party\nexercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made\nby an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.\n\nThe respective obligations\nand responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Trust Certificates, any\nUncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and\nto send certain notices to Trust Certificateholders and any Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement\nand to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and\ncertain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the\nControlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO\nProperties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement,\n(ii) the exchange by the Remaining Certificateholder of its Trust Certificates and any Uncertificated Interests for all the Trust\nLoans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing\nAgreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property\n(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling\nand Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants\nof Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing\nAgreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer\nor Special Servicer, as applicable, promptly following receipt thereof.\n\nUnless the Certificate\nof Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,\nby manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any\npurpose.\n\n \n\nA-10-9\n\n**IN WITNESS WHEREOF**,\nthe Certificate Administrator has caused this Class D Certificate to be duly executed.\n\nCITIBANK, N.A., not in its individual capacity but solely\n\nas Certificate\nAdministrator\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nDated: ____________, 2026\n\n \n\n \n\nCERTIFICATE OF AUTHENTICATION\n\nThis is one of the Class D\nCertificates referred to in the Pooling and Servicing Agreement.\n\nDated: ____________, 2026\n\nCITIBANK, N.A.,\nnot in its individual capacity but solely\n\nas Authenticating Agent\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nA-10-10\n\nASSIGNMENT\n\nFOR VALUE RECEIVED, the\nundersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________\n______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)\nthe entire Percentage Interest represented by the within Class D Certificate and hereby authorize(s) the registration of transfer\nof such interest to Assignee(s) on the Certificate Register of the Trust Fund.\n\nI (we) further direct\nthe Certificate Registrar to issue a new Class D Certificate of the entire Percentage Interest represented by the within Class D\nCertificates to the above-named Assignee(s) and to deliver such Class D Certificate to the following address:\n\nDate: ** **\n\nSignature by or on behalf of Assignor(s)\n\nTaxpayer Identification Number\n\nA-10-11\n\nDISTRIBUTION INSTRUCTIONS\n\nThe Assignee(s) should\ninclude the following for purposes of distribution:\n\nAddress of the\nAssignee(s) for the purpose of receiving notices and distributions: Distributions, if being made by wire\ntransfer in immediately available funds to __________________________ for the account of __________________________ account number\n____________________________. This information is provided by ______________________________, the Assignee(s) named above or\n____________________________________ as its (their) agent.\n\nBy:\n\n[Please print or type name(s)]\n\nTitle\n\nTaxpayer Identification Number\n\nA-10-12\n\nEXHIBIT A-11\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS E\n\n[THIS CERTIFICATE IS A TEMPORARY REGULATION\nS GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).\nNEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED\nUNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.\n\nNO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION\nS GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN\nDELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1\n\n[UNLESS THIS CERTIFICATE IS PRESENTED BY AN\nAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR\nREGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER\nNAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED\nBY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL\nINASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]**2**\n\n[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL\nBE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS\nOF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN\nTHE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]**3**\n\nTHIS CERTIFICATE DOES NOT REPRESENT AN INTEREST\nIN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO\nBELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS OR ANY OF\nTHEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY\nOR PRIVATE INSURER.\n\nPRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE\nARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE\nAT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.\n\nDISTRIBUTIONS OF PRINCIPAL AND INTEREST ON\nTHIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.\n\n1\nTemporary Regulation S Global Certificate legend.\n\n2\nLegend\nrequired as long as DTC is the Depository under the Pooling and Servicing Agreement.\n\n3\nGlobal Certificate legend.** **\n\nA-11-1\n\nTHIS CERTIFICATE HAS NOT BEEN AND WILL NOT\nBE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES\nLAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED\nONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS\nA “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT\nOF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,\n(2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN,\nAND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR”\nWITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER\nTHE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS\nOF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.\n\nTHIS CERTIFICATE MAY NOT\nBE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN\nTHAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF\n1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),\nOR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR\nLAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II)\nAN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101,\nAS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN\nTO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED\nTRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL\nBE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B)\nWITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR\nLAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION\nOF SIMILAR LAW.\n\nTHIS CERTIFICATE REPRESENTS A “REGULAR\nINTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)\nAND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.\n\nA-11-2\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS E\n\nPass-Through\nRate:  The WAC Rate4\n \n\n \n \n\nFirst Distribution Date:\nJune 17, 2026\nCut-off Date:  With\nrespect to each Mortgage Loan and Serviced Companion Loan, the Due Date in May 2026 for that Mortgage Loan or Serviced Companion\nLoan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to May\n2026, the date that would have been its Due Date in May 2026 under the terms of that Mortgage Loan or Serviced Companion Loan, as\napplicable, if a Monthly Payment were scheduled to be due in that month).\n\n \n \n\nAggregate Initial Certificate\nBalance of the Class E\n\nCertificates:  $14,598,000\nScheduled Final Distribution Date:  the\nDistribution\n\nDate in May 2031\n\n \n \n\n \n\nCUSIP:  081942AJ35\n\nU06931AB26\n\n081942AK07\n\nInitial Certificate Balance of\nthis Certificate: $[___]\n\nISIN: US081942AJ348\n\nUSU06931AB279\n\nUS081942AK0710\n\n \n\nCommon\nCode: 338273550\n\n \n\n \n\nNo.: [1]\n\n \n\nThis certifies that [           ]\nis the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the\nClass E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens\non various types of commercial, multifamily and/or manufactured housing community properties and any Trust Subordinate Companion Loan(s)\nheld in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the\nSpecial Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any Trust Subordinate\nCompanion Loan(s) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,\nby virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound\nthereby. In the event that there is any\n\n4\nThe initial approximate Pass-Through Rate as of the Closing Date is 6.56622% *per annum*.\n\n5\nFor Rule 144A Certificates\n\n6\nFor Regulation S Certificates\n\n7\nFor IAI Certificates\n\n8\nFor Rule 144A Certificates\n\n9\nFor Regulation S Certificates\n\n10 For IAI Certificates\n\nA-11-3\n\nconflict between any provision of this Certificate\nand any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such\ninconsistency. Also issued under the Pooling and Servicing Agreement are: (i) the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B,\nClass A-S, Class B, Class C, Class X-D, Class D, Class F-RR, Class G-RR, Class VRR and Class R Certificates (together with the Class E\nCertificates, the “Certificates” or the “Trust Certificates”; and the Holders of Certificates are\ncollectively referred to herein as “Certificateholders” or “Trust Certificateholders”); and (ii)\nan uncertificated interest in the Trust Fund (the “Uncertificated VRR Interest” and, collectively with the Trust Certificates,\nthe “Trust Interests”; and the owner of the Uncertificated VRR Interest is referred to herein as the “Uncertificated\nVRR Interest Owner” and, collectively with the Trust Certificateholders, the “Trust Interest Owners”).\n\nThis Certificate is issued\npursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 1, 2026 (the “Pooling and\nServicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer,\nLNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Wilmington Savings Fund\nSociety, FSB, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein\nshall have the meanings assigned thereto in the Pooling and Servicing Agreement.\n\nThis Certificate represents\na “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,\nin Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.\n\nThe Certificate Administrator\nmakes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust Certificates,\nthe Mortgage Loans or any Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate Administrator\nunder the Pooling and Servicing Agreement.\n\nPursuant to the terms\nof the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Trust\nCertificate), on the 4th Business Day following the Determination Date in each month, commencing in June 2026 (each such date, a “Distribution\nDate”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s\npro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal\nand interest then distributable, if any, with respect to the Class E Certificates for such Distribution Date, all as more fully described\nin the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of the Non-Vertically Retained Percentage\nof the Yield Maintenance Charges collected on the Mortgage Loans, as provided in the Pooling and Servicing Agreement.\n\nInterest accrued on this\nCertificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall Carryforward with respect to this Certificate,\nif any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest\nAccrual Period” with respect to any Distribution Date and with respect to the Class E Certificates is the calendar month preceding\nthe month in which such Distribution Date occurs and is assumed to consist of 30 days.\n\nAll distributions on the\nTrust Certificates (other than the final distribution on any Trust Certificate) will be made by the Certificate Administrator to the persons\nin whose names the Trust Certificates are registered at the close of business on each Record Date, which will be the last Business Day\nof the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately\navailable funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate\nfacilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions\nno less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order\napplicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution on each Trust\nCertificate shall be made in like manner, but only upon presentation and surrender of such Trust Certificate at the office of the Certificate\nAdministrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in a notice\nto Certificateholders of the pendency of the final distribution.\n\nAny funds not distributed\non the Termination Date because of the failure of any Trust Certificateholders to tender their Trust Certificates shall be set aside and\nheld in trust for the account of the appropriate non-tendering Trust Certificateholders, whereupon the Trust Fund shall terminate. If\nany Trust Interest as to which notice of the\n\nA-11-4\n\nTermination Date has been given pursuant to\nSection 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time\nspecified in such notice, the Certificate Administrator shall mail a second notice to the remaining Trust Interest Owners, at their last\naddresses shown in the Certificate Register, to surrender their Trust Interests for cancellation in order to receive, from such funds\nheld, the final distribution with respect thereto. If within one year after the second notice any Trust Interest shall not have been surrendered\nfor cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Trust\nInterest Owners concerning surrender of their Trust Interests. The costs and expenses of maintaining such funds and of contacting Trust\nInterest Owners shall be paid out of the assets which remain held. Subject to applicable state law with respect to escheatment of funds,\nif within two years after the second notice any Trust Interests shall not have been surrendered for cancellation, the Paying Agent shall\npay to the Certificate Administrator all amounts distributable to the Trust Interest Owners thereof, and the Certificate Administrator\nshall thereafter hold such amounts for the benefit of such Trust Interest Owners until the earlier of (i) its termination as Certificate\nAdministrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and\n(ii) the termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or\nbe payable to any Trust Interest Owner on any amount held as a result of such Trust Interest Owner’s failure to surrender its Trust\nInterest(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.\n\nThis Certificate is limited\nin right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically\nset forth herein and in the Pooling and Servicing Agreement.\n\nAs provided in the Pooling\nand Servicing Agreement, the Trust Fund includes: (i) such Trust Loans as from time to time are subject to the Pooling and Servicing Agreement,\ntogether with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust\nLoans due after the Cut-off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive\nof interest relating to periods prior to, but due after, the Cut-off Date); (iii) any REO Property (but, with respect to any REO Property\nrelating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv) all revenues received in respect\nof any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest\nin the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to\nthe Trust Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s\nrights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities\nor guaranties given as additional security for any Trust Loan; (viii) all of the Trustee’s and the Certificate Administrator’s\nrights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Trust Loans deposited in the Collection Account, the Distribution\nAccount, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any\nREO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating\nto the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the\nTrustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests and any Trust Subordinate\nCompanion Loan REMIC Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any Mortgage\nLoan REMIC Regular Interests; (xv) any Mortgage Loan REMIC Residual Interests identified on Exhibit P to the Pooling and Servicing\nAgreement; and (xvi) any and all Initial Month’s Interest Deposit Amounts and Initial Interest Deposit Amounts.\n\nThis Certificate does\nnot purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,\nrights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate\nAdministrator and Trustee.\n\nAs provided in the Pooling\nand Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of\nany Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,\none or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.\n\nPrior to due presentation\nof this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered\nas the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for\nall other purposes whatsoever,\n\nA-11-5\n\nand neither the Master Servicer, the Special\nServicer, the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall\nbe affected by any notice to the contrary.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the\nOperating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the\nCertificate Administrator and the Trustee, without the consent of any of the Trust Certificateholders or any Uncertificated Interest Owners:\n\n(i)\n\nto cure any ambiguity to the extent that it does not adversely affect any Trust Certificateholders or any Uncertificated Interest Owner;\n\n(ii)\n\nto correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement\nor with the description thereof in the Prospectus or to correct any error;\n\n(iii)to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds\nReserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master\nServicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change\nwould not adversely affect in any material respect the interests of any Trust Certificateholder or any Uncertificated Interest Owner,\nas evidenced by an Opinion of Counsel (at the expense of the party requesting the amendment) or, if any Trust Certificate is then rated,\nas evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;\n\n(iv)to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification\nof any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the\nTrust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party\nrequesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid\nor minimize such risk and (2) the action will not adversely affect in any material respect the interests of any Trust Certificateholders\nor any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer\nof the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect\nto the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment\nCompany Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations\nor (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements\nfor this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or\neliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;\n\n(v)to make any other provisions with respect to matters or questions arising under the Pooling and Servicing\nAgreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of (i)\nany Trust Certificateholder or Uncertificated Interest Owner or (iii) any holder of a Serviced Companion Loan not consenting thereto,\nas evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is then rated, a Rating Agency Confirmation from each\nof the Rating Agencies with respect to such amendment or supplement and, in the case of a securitized Serviced Companion Loan with rated\nServiced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result in\nthe downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that\nsuch rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be\n\nA-11-6\n\nconsidered satisfied with respect to\nthe Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\n(vi)\n\nto modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does\nnot increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,\nthe Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification\nwould materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement)\nand (B) such modification shall not adversely affect in any material respects the interests of any Trust Certificateholder or Uncertificated\nInterest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Trust Certificate is then rated, receipt of Rating\nAgency Confirmation from each Rating Agency rating such Trust Certificates; and provided, further that notice of such modification\nis provided to all parties to the Pooling and Servicing Agreement; and\n\n(vii)to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to\nmaintain the ratings assigned to each Class of Trust Certificates by each Rating Agency, provided that the amendment will not adversely\naffect in any material respect the interests of (i) any Trust Certificateholder or Uncertificated Interest Owner or (ii) any holder of\na Serviced Companion Loan not consenting thereto, as evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is\nthen rated, a Rating Agency Confirmation from each of the Rating Agencies and, in the case of a securitized Serviced Companion Loan with\nrated Serviced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result\nin the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided\nthat such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered\nsatisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\nprovided, further\nthat no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or\nthe right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent\nof the Controlling Class Representative (or, if applicable, of any Loan-Specific Controlling Class Representative without the consent\nof such Loan-Specific Controlling Class Representative); (B) reduce the consultation rights or the right to receive information under\nthe Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the\nobligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase\nAgreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter\nor Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect in any material respect\nany Serviced Companion Loan Holder in its capacity as such without its consent (the lack of which material adverse effect must in the\ncase of, and under the circumstances described in, clauses (v) and (vii) above, be evidenced as described in such clauses). Expenses\nincurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, the Special\nServicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be\nborne by the Trust.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then\nacting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Trust Certificates representing\nin the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Trust Certificates affected by the amendment for the\npurpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement\nor of modifying in any manner the rights of the Trust Certificateholders and/or any Uncertificated Interest Owners; provided, however,\nthat no such amendment shall:\n\nA-11-7\n\n(i)reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which\nare required to be distributed on a Trust Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,\nas applicable, without the consent of the Holder of that Trust Certificate or Uncertificated Interest or that Serviced Companion Loan\nHolder, as applicable;\n\n(ii)reduce the aforesaid percentage of Trust Certificates or any Uncertificated Interest, the Holders of which\nare required to consent to the amendment without the consent of the Holders of all Trust Certificates of that Class then outstanding or\nof the applicable Uncertificated Interest Owner, as applicable;\n\n(iii)change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing\nAgreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;\n\n(iv)change the definition of “Servicing Standard” without either (A) consent of 100% of the Trust\nCertificateholders and any Uncertificated Interest Owners or (B) Rating Agency Confirmation;\n\n(v)without the consent of 100% of the Trust Certificateholders that are adversely affected thereby, change\n(A) the percentages of Voting Rights of Trust Certificateholders that are required to consent to any action or inaction under the Pooling\nand Servicing Agreement, (B) the right of the Trust Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing\nAgreement or (C) the right of the Trust Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;\n\n(vi)adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class\nCertificateholders;\n\n(vii)adversely affect any Loan-Specific Controlling Class Representative without the consent of 100% of the\nLoan-Specific Controlling Class Certificateholders;\n\n(viii)adversely affect in any material respect a Serviced Companion Loan Holder in its capacity as such without\nits consent; or\n\n(ix)change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent\nof the affected Underwriter or Initial Purchaser.\n\nThe Holders of the Controlling\nClass representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,\nor if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master\nServicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect\nan early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other\nparties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time\non or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less\nthan all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Whole Loan, subject to certain rights of the\nrelated Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property\nacquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any\nOutside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal\nto (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master\nServicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser\nof such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely\nin the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,\nif any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer\nor the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as\n\nA-11-8\n\napplicable, remaining outstanding (which items\nwill be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such\npurchase).\n\nAny Person(s) effecting\nan early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative, each\nLoan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest Owner, or, in the case\nof a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class\nRepresentative, each Loan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest\nOwner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred\nby any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans\nand other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party\nexercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made\nby an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.\n\nThe respective obligations\nand responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Trust Certificates, any\nUncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and\nto send certain notices to Trust Certificateholders and any Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement\nand to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and\ncertain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the\nControlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO\nProperties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement,\n(ii) the exchange by the Remaining Certificateholder of its Trust Certificates and any Uncertificated Interests for all the Trust\nLoans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing\nAgreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property\n(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling\nand Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants\nof Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing\nAgreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer\nor Special Servicer, as applicable, promptly following receipt thereof.\n\nUnless the Certificate\nof Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,\nby manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any\npurpose.\n\n \n\nA-11-9\n\n**IN WITNESS WHEREOF**,\nthe Certificate Administrator has caused this Class E Certificate to be duly executed.\n\nCITIBANK, N.A., not in its individual capacity but solely\n\nas Certificate\nAdministrator\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nDated: ____________, 2026\n\n \n\n \n\nCERTIFICATE OF AUTHENTICATION\n\nThis is one of the Class\nE Certificates referred to in the Pooling and Servicing Agreement.\n\nDated: ____________, 2026\n\nCITIBANK, N.A.,\nnot in its individual capacity but solely\n\nas Authenticating Agent\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nA-11-10\n\nASSIGNMENT\n\nFOR VALUE RECEIVED, the\nundersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________\n______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)\nthe entire Percentage Interest represented by the within Class E Certificate and hereby authorize(s) the registration of transfer of such\ninterest to Assignee(s) on the Certificate Register of the Trust Fund.\n\nI (we) further direct\nthe Certificate Registrar to issue a new Class E Certificate of the entire Percentage Interest represented by the within Class E Certificates\nto the above-named Assignee(s) and to deliver such Class E Certificate to the following address:\n\nDate: ** **\n\nSignature by or on behalf of Assignor(s)\n\nTaxpayer Identification Number\n\nA-11-11\n\nDISTRIBUTION INSTRUCTIONS\n\nThe Assignee(s) should\ninclude the following for purposes of distribution:\n\nAddress of the\nAssignee(s) for the purpose of receiving notices and distributions:\nDistributions, if being made by wire transfer in immediately available funds to __________________________ for the account of\n__________________________ account number ____________________________. This information is provided by\n______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.\n\nBy:\n\n[Please print or type name(s)]\n\nTitle\n\nTaxpayer Identification Number\n\nA-11-12\n\nEXHIBIT A-12\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS F-RR\n\n[THIS CERTIFICATE IS A TEMPORARY REGULATION\nS GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).\nNEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED\nUNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.\n\nNO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION\nS GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN\nDELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1\n\n[UNLESS THIS CERTIFICATE IS PRESENTED BY AN\nAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR\nREGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER\nNAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED\nBY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL\nINASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]**2**\n\n[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL\nBE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS\nOF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN\nTHE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]**3**\n\nTHIS CERTIFICATE DOES NOT REPRESENT AN INTEREST\nIN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO\nBELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS OR ANY OF\nTHEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY\nOR PRIVATE INSURER.\n\nPRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE\nARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE\nAT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.\n\nDISTRIBUTIONS OF PRINCIPAL\nAND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME\nSERIES.\n\n1\nTemporary Regulation S Global Certificate legend.\n\n2\nLegend\nrequired as long as DTC is the Depository under the Pooling and Servicing Agreement.\n\n3\nGlobal Certificate legend.** **\n\nA-12-1\n\nTHIS CERTIFICATE HAS NOT BEEN AND WILL NOT\nBE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN\nSECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE\nTRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT\nTHE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),\nOR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING\nMADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”,\nAS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO\nAN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF,\nRULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE\nWITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.\n\nTHIS CERTIFICATE MAY NOT BE PURCHASED BY OR\nPLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO\nTHE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),\nOR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION\n3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT,\nSIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND\nTHE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF\nERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,\nUNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION\n95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH\nINSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,\nHOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND\nDISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.\n\nTHIS CERTIFICATE REPRESENTS A “REGULAR\nINTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)\nAND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.\n\nTHIS CERTIFICATE IS INTENDED\nTO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G\nOF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING\nSET FORTH IN REGULATION RR. THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING\nTHIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING\nAND SERVICING AGREEMENT.\n\n \n\nA-12-2\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS F-RR\n\nPass-Through\nRate:  The WAC Rate4\n \n\n \n \n\nFirst Distribution Date:\nJune 17, 2026\nCut-off Date:  With\nrespect to each Mortgage Loan and Serviced Companion Loan, the Due Date in May 2026 for that Mortgage Loan or Serviced Companion\nLoan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to May\n2026, the date that would have been its Due Date in May 2026 under the terms of that Mortgage Loan or Serviced Companion Loan, as\napplicable, if a Monthly Payment were scheduled to be due in that month).\n\n \n \n\nAggregate Initial Certificate Balance of the\nClass F-\n\nRR Certificates:  $10,036,000\nScheduled Final Distribution Date: the Distribution\n\nDate in May 2031\n\n \n \n\n \n\nCUSIP:  081942AL84\n\nU06931AC05\n\n081942AM66\n\nInitial Certificate Balance of\nthis Certificate: $[___]\n\nISIN: US081942AL897\n\nUSU06931AC008\n\nUS081942AM629\n\n \n\n \n\nNo.:  [1]\n \n\nThis certifies that [           ]\nis the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the\nClass F-RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by\nfirst liens on various types of commercial, multifamily and/or manufactured housing community properties and any Trust Subordinate Companion\nLoan(s) held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer\nand the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any\nTrust Subordinate Companion Loan(s) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder\nof this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing\nAgreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of\nthe Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also\nissued under the Pooling and Servicing Agreement are: (i) the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class\nB, Class C, Class X-D, Class D, Class E, Class G-RR, Class VRR and Class R Certificates (together with the Class F-RR Certificates,\nthe “Certificates” or the “Trust Certificates”; and the Holders of Certificates are collectively\nreferred to herein as “Certificateholders” or “Trust Certificateholders”); and (ii) an uncertificated\ninterest in the Trust Fund (the “Uncertificated VRR Interest” and, collectively with the Trust Certificates, the “Trust\nInterests”; and the owner of the Uncertificated VRR Interest is referred to herein as the “Uncertificated VRR Interest\nOwner” and, collectively with the Trust Certificateholders, the “Trust Interest Owners”).\n\n4\nThe initial approximate Pass-Through Rate as of the Closing Date is 6.56622% *per annum*.\n\nA-12-3\n\nThis Certificate is issued\npursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 1, 2026 (the “Pooling and\nServicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer,\nLNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Wilmington Savings Fund\nSociety, FSB, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein\nshall have the meanings assigned thereto in the Pooling and Servicing Agreement.\n\nThis Certificate represents\na “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,\nin Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.\n\nThe Certificate Administrator\nmakes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust Certificates,\nthe Mortgage Loans or any Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate Administrator\nunder the Pooling and Servicing Agreement.\n\nPursuant to the terms\nof the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Trust\nCertificate), on the 4th Business Day following the Determination Date in each month, commencing in June 2026 (each such date, a “Distribution\nDate”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s\npro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal\nand interest then distributable, if any, with respect to the Class F-RR Certificates for such Distribution Date, all as more\nfully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of the Non-Vertically Retained\nPercentage of the Yield Maintenance Charges collected on the Mortgage Loans, as provided in the Pooling and Servicing Agreement.\n\nInterest accrued on this\nCertificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall Carryforward with respect to this Certificate,\nif any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest\nAccrual Period” with respect to any Distribution Date and with respect to the Class F-RR Certificates is the calendar\nmonth preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.\n\nAll distributions on the\nTrust Certificates (other than the final distribution on any Trust Certificate) will be made by the Certificate Administrator to the persons\nin whose names the Trust Certificates are registered at the close of business on each Record Date, which will be the last Business Day\nof the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately\navailable funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate\nfacilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions\nno less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order\napplicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution on each Trust\nCertificate shall be made in like manner, but only upon presentation and surrender of such Trust Certificate at the office of the Certificate\nAdministrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in a notice\nto Certificateholders of the pendency of the final distribution.\n\nAny funds not distributed\non the Termination Date because of the failure of any Trust Certificateholders to tender their Trust Certificates shall be set aside and\nheld in trust for the account of the appropriate non-tendering Trust Certificateholders, whereupon the Trust Fund shall terminate. If\nany Trust Interest as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement\nshall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator\nshall mail a second notice to the remaining Trust Interest Owners, at their last addresses shown in the Certificate Register, to surrender\ntheir Trust Interests for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within\none year after the second notice any Trust Interest shall not have been surrendered for cancellation, the Certificate Administrator may,\ndirectly or through an agent, take appropriate steps to contact the remaining Trust Interest Owners concerning surrender of their Trust\nInterests. The costs and expenses of maintaining such funds and of contacting Trust Interest Owners shall be paid out of the assets which\nremain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice any Trust\nInterests shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate\n\nA-12-4\n\nAdministrator all amounts distributable to\nthe Trust Interest Owners thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Trust\nInterest Owners until the earlier of (i) its termination as Certificate Administrator under the Pooling and Servicing Agreement and the\ntransfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and distribution of such\namounts to the Class R Certificateholders. No interest shall accrue or be payable to any Trust Interest Owner on any amount held as a\nresult of such Trust Interest Owner’s failure to surrender its Trust Interest(s) for final payment thereof in accordance with Section\n9.01 of the Pooling and Servicing Agreement.\n\nThis Certificate is limited\nin right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically\nset forth herein and in the Pooling and Servicing Agreement.\n\nAs provided in the Pooling\nand Servicing Agreement, the Trust Fund includes: (i) such Trust Loans as from time to time are subject to the Pooling and Servicing Agreement,\ntogether with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust\nLoans due after the Cut-off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive\nof interest relating to periods prior to, but due after, the Cut-off Date); (iii) any REO Property (but, with respect to any REO Property\nrelating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv) all revenues received in respect\nof any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest\nin the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to\nthe Trust Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s\nrights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities\nor guaranties given as additional security for any Trust Loan; (viii) all of the Trustee’s and the Certificate Administrator’s\nrights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Trust Loans deposited in the Collection Account, the Distribution\nAccount, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any\nREO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating\nto the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the\nTrustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests and any Trust Subordinate\nCompanion Loan REMIC Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any Mortgage\nLoan REMIC Regular Interests; (xv) any Mortgage Loan REMIC Residual Interests identified on Exhibit P to the Pooling and Servicing\nAgreement; and (xvi) any and all Initial Month’s Interest Deposit Amounts and Initial Interest Deposit Amounts.\n\nThis Certificate does\nnot purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,\nrights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate\nAdministrator and Trustee.\n\nAs provided in the Pooling\nand Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of\nany Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,\none or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.\n\nPrior to due presentation\nof this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered\nas the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for\nall other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the\nOperating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the\nCertificate Administrator and the Trustee, without the consent of any of the Trust Certificateholders or any Uncertificated Interest Owners:\n\n(i)to cure any ambiguity to the extent that it does not adversely affect any Trust Certificateholders or\nany Uncertificated Interest Owner;\n\nA-12-5\n\n(ii)to correct or supplement any of its provisions which may be inconsistent with any other provisions of\nthe Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;\n\n(iii)to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds\nReserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master\nServicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change\nwould not adversely affect in any material respect the interests of any Trust Certificateholder or any Uncertificated Interest Owner,\nas evidenced by an Opinion of Counsel (at the expense of the party requesting the amendment) or, if any Trust Certificate is then rated,\nas evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;\n\n(iv)to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification\nof any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the\nTrust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party\nrequesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid\nor minimize such risk and (2) the action will not adversely affect in any material respect the interests of any Trust Certificateholders\nor any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer\nof the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect\nto the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment\nCompany Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations\nor (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements\nfor this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or\neliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;\n\n(v)to make any other provisions with respect to matters or questions arising under the Pooling and Servicing\nAgreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of (i)\nany Trust Certificateholder or Uncertificated Interest Owner or (iii) any holder of a Serviced Companion Loan not consenting thereto,\nas evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is then rated, a Rating Agency Confirmation from each\nof the Rating Agencies with respect to such amendment or supplement and, in the case of a securitized Serviced Companion Loan with rated\nServiced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result in\nthe downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that\nsuch rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied\nwith respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\n(vi)to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided\nthat (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the\nAsset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not\nbe withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations\nunder the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests\nof any Trust Certificateholder or Uncertificated Interest Owner, as evidenced by (x) an\n\nA-12-6\n\nOpinion of Counsel or (y) if any\nTrust Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Trust Certificates; and provided,\nfurther that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and\n\n(vii)to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to\nmaintain the ratings assigned to each Class of Trust Certificates by each Rating Agency, provided that the amendment will not adversely\naffect in any material respect the interests of (i) any Trust Certificateholder or Uncertificated Interest Owner or (ii) any holder of\na Serviced Companion Loan not consenting thereto, as evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is\nthen rated, a Rating Agency Confirmation from each of the Rating Agencies and, in the case of a securitized Serviced Companion Loan with\nrated Serviced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result\nin the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided\nthat such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered\nsatisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\nprovided, further\nthat no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or\nthe right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent\nof the Controlling Class Representative (or, if applicable, of any Loan-Specific Controlling Class Representative without the consent\nof such Loan-Specific Controlling Class Representative); (B) reduce the consultation rights or the right to receive information under\nthe Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the\nobligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase\nAgreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter\nor Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect in any material respect\nany Serviced Companion Loan Holder in its capacity as such without its consent (the lack of which material adverse effect must in the\ncase of, and under the circumstances described in, clauses (v) and (vii) above, be evidenced as described in such clauses). Expenses\nincurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, the Special\nServicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be\nborne by the Trust.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then\nacting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Trust Certificates representing\nin the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Trust Certificates affected by the amendment for the\npurpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement\nor of modifying in any manner the rights of the Trust Certificateholders and/or any Uncertificated Interest Owners; provided, however,\nthat no such amendment shall:\n\n(i)reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which\nare required to be distributed on a Trust Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,\nas applicable, without the consent of the Holder of that Trust Certificate or Uncertificated Interest or that Serviced Companion Loan\nHolder, as applicable;\n\n(ii)               \nreduce the aforesaid percentage of Trust Certificates or any Uncertificated Interest, the Holders of which are required to consent to\nthe amendment without the consent of the\n\nA-12-7\n\nHolders of all Trust Certificates of\nthat Class then outstanding or of the applicable Uncertificated Interest Owner, as applicable;\n\n(iii)             \nchange in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage\nLoan Purchase Agreement without the consent of the affected Mortgage Loan Seller;\n\n(iv)              \nchange the definition of “Servicing Standard” without either (A) consent of 100% of the Trust Certificateholders and any\nUncertificated Interest Owners or (B) Rating Agency Confirmation;\n\n(v)               \nwithout the consent of 100% of the Trust Certificateholders that are adversely affected thereby, change (A) the percentages of Voting\nRights of Trust Certificateholders that are required to consent to any action or inaction under the Pooling and Servicing Agreement,\n(B) the right of the Trust Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the\nright of the Trust Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;\n\n(vi)              \nadversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;\n\n(vii)            \nadversely affect any Loan-Specific Controlling Class Representative without the consent of 100% of the Loan-Specific Controlling Class\nCertificateholders;\n\n(viii)          \nadversely affect in any material respect a Serviced Companion Loan Holder in its capacity as such without its consent; or\n\n(ix)              \nchange in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter\nor Initial Purchaser.\n\nThe Holders of the Controlling\nClass representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,\nor if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master\nServicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect\nan early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other\nparties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time\non or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less\nthan all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Whole Loan, subject to certain rights of the\nrelated Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property\nacquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any\nOutside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal\nto (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master\nServicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser\nof such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely\nin the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,\nif any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer\nor the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,\nremaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,\nin connection with such purchase).\n\nAny Person(s) effecting\nan early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative, each\nLoan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest Owner, or, in the case\nof a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class\nRepresentative, each Loan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest\nOwner)\n\nA-12-8\n\nof its intention to do so in writing at least\n30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing\nAgreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets of the Trust Fund pursuant to Section 9.01(c)\nof the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator\nshall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing\nAgreement.\n\nThe respective obligations\nand responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Trust Certificates, any\nUncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and\nto send certain notices to Trust Certificateholders and any Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement\nand to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and\ncertain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the\nControlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO\nProperties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement,\n(ii) the exchange by the Remaining Certificateholder of its Trust Certificates and any Uncertificated Interests for all the Trust\nLoans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing\nAgreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property\n(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling\nand Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants\nof Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing\nAgreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer\nor Special Servicer, as applicable, promptly following receipt thereof.\n\nUnless the Certificate\nof Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,\nby manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any\npurpose.\n\n \n\nA-12-9\n\n**IN WITNESS WHEREOF**,\nthe Certificate Administrator has caused this Class F-RR Certificate to be duly executed.\n\nCITIBANK, N.A., not in its individual capacity but solely\n\nas Certificate\nAdministrator\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nDated: ____________, 2026\n\n \n\n \n\nCERTIFICATE OF AUTHENTICATION\n\nThis is one of the Class F-RR\nCertificates referred to in the Pooling and Servicing Agreement.\n\nDated: ____________, 2026\n\nCITIBANK, N.A.,\nnot in its individual capacity but solely\n\nas Authenticating Agent\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nA-12-10\n\nASSIGNMENT\n\nFOR VALUE RECEIVED, the\nundersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________\n______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)\nthe entire Percentage Interest represented by the within Class F-RR Certificate and hereby authorize(s) the registration of transfer\nof such interest to Assignee(s) on the Certificate Register of the Trust Fund.\n\nI (we) further direct\nthe Certificate Registrar to issue a new Class F-RR Certificate of the entire Percentage Interest represented by the within Class F-RR\nCertificates to the above-named Assignee(s) and to deliver such Class F-RR Certificate to the following address:\n\nDate: ** **\n\nSignature by or on behalf of Assignor(s)\n\nTaxpayer Identification Number\n\nA-12-11\n\nDISTRIBUTION INSTRUCTIONS\n\nThe Assignee(s) should\ninclude the following for purposes of distribution:\n\nAddress of the\nAssignee(s) for the purpose of receiving notices and distributions: Distributions, if being made by wire\ntransfer in immediately available funds to __________________________ for the account of __________________________ account number\n____________________________. This information is provided by ______________________________, the Assignee(s) named above or\n____________________________________ as its (their) agent.\n\nBy:\n\n[Please print or type name(s)]\n\nTitle\n\nTaxpayer Identification Number\n\nA-12-12\n\n**EXHIBIT\nA-13**\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS G-RR\n\n[THIS CERTIFICATE IS A TEMPORARY REGULATION\nS GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).\nNEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED\nUNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.\n\nNO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION\nS GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN\nDELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]**1**\n\n[UNLESS THIS CERTIFICATE IS PRESENTED BY AN\nAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR\nREGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER\nNAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED\nBY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL\nINASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]**2**\n\n[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL\nBE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS\nOF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN\nTHE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]**3**\n\nTHIS CERTIFICATE DOES NOT REPRESENT AN INTEREST\nIN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO\nBELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS OR ANY OF\nTHEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY\nOR PRIVATE INSURER.\n\nPRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE\nARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE\nAT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.\n\nDISTRIBUTIONS OF PRINCIPAL AND INTEREST ON\nTHIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.\n\n1\nTemporary Regulation S Global Certificate legend.\n\n2\nLegend\nrequired as long as DTC is the Depository under the Pooling and Servicing Agreement.\n\n3\nGlobal Certificate legend.** **\n\nA-13-1\n\nTHIS CERTIFICATE HAS NOT BEEN AND WILL NOT\nBE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES\nLAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED\nONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS\nA “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT\nOF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,\n(2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN,\nAND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR”\nWITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER\nTHE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS\nOF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.\n\nTHIS CERTIFICATE MAY NOT BE PURCHASED BY OR\nPLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO\nTHE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),\nOR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION\n3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT,\nSIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND\nTHE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF\nERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,\nUNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION\n95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH\nINSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,\nHOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND\nDISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.\n\nTHIS CERTIFICATE REPRESENTS A “REGULAR\nINTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)\nAND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.\n\nTHIS CERTIFICATE IS INTENDED\nTO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G\nOF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING\nSET FORTH IN REGULATION RR. THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING\nTHIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING\nAND SERVICING AGREEMENT.\n\n \n\nA-13-2\n\n** **\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS G-RR\n\nPass-Through\nRate:  The WAC Rate4\n \n\n \n \n\nFirst Distribution Date:\nJune 17, 2026\nCut-off Date:  With\nrespect to each Mortgage Loan and Serviced Companion Loan, the Due Date in May 2026 for that Mortgage Loan or Serviced Companion\nLoan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to May\n2026, the date that would have been its Due Date in May 2026 under the terms of that Mortgage Loan or Serviced Companion Loan, as\napplicable, if a Monthly Payment were scheduled to be due in that month).\n\n \n \n\nAggregate Initial Certificate Balance of the\n\nClass G-RR Certificates:  $29,196,560\nScheduled Final Distribution Date: the Distribution\n\nDate in May 2031\n\n \n \n\n \n\nCUSIP:  081942AN45\n\nU06931AD86\n\n081942AP97\n\nInitial Certificate Balance of\nthis Certificate: $[___]\n\n \n\nISIN: US081942AN468\n\nUSU06931AD829\n\nUS081942AP9310\n\n \n\n \n \n\nNo.:  [1]\n \n\nThis certifies that [           ]\nis the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the\nClass G-RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first\nliens on various types of commercial, multifamily and/or manufactured housing community properties and any Trust Subordinate Companion\nLoan(s) held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer\nand the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any\nTrust Subordinate Companion Loan(s) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder\nof this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing\nAgreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of\nthe Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also\nissued under the Pooling and Servicing Agreement are: (i) the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class\nB,\n\n4\nThe initial approximate Pass-Through Rate as of the Closing Date is 6.56622% *per annum*.\n\n5\nFor Rule 144A Certificates\n\n6\nFor Regulation S Certificates\n\n7\nFor IAI Certificates\n\n8\nFor Rule 144A Certificates\n\n9\nFor Regulation S Certificates\n\n10 For IAI Certificates\n\nA-13-3\n\nClass C, Class X-D, Class D, Class E, Class\nF-RR, Class VRR and Class R Certificates (together with the Class G-RR Certificates, the “Certificates” or the\n“Trust Certificates”; and the Holders of Certificates are collectively referred to herein as “Certificateholders”\nor “Trust Certificateholders”); and (ii) an uncertificated interest in the Trust Fund (the “Uncertificated\nVRR Interest” and, collectively with the Trust Certificates, the “Trust Interests”; and the owner of the\nUncertificated VRR Interest is referred to herein as the “Uncertificated VRR Interest Owner” and, collectively with\nthe Trust Certificateholders, the “Trust Interest Owners”).\n\nThis Certificate is issued\npursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 1, 2026 (the “Pooling and\nServicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer,\nLNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Wilmington Savings Fund\nSociety, FSB, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein\nshall have the meanings assigned thereto in the Pooling and Servicing Agreement.\n\nThis Certificate represents\na “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,\nin Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.\n\nThe Certificate Administrator\nmakes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust Certificates,\nthe Mortgage Loans or any Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate Administrator\nunder the Pooling and Servicing Agreement.\n\nPursuant to the terms\nof the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Trust\nCertificate), on the 4th Business Day following the Determination Date in each month, commencing in June 2026 (each such date, a “Distribution\nDate”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s\npro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal\nand interest then distributable, if any, with respect to the Class G-RR Certificates for such Distribution Date, all as more fully\ndescribed in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of the Non-Vertically Retained\nPercentage of the Yield Maintenance Charges collected on the Mortgage Loans, as provided in the Pooling and Servicing Agreement.\n\nInterest accrued on this\nCertificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall Carryforward with respect to this Certificate,\nif any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest\nAccrual Period” with respect to any Distribution Date and with respect to the Class G-RR Certificates is the calendar month\npreceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.\n\nAll distributions on the\nTrust Certificates (other than the final distribution on any Trust Certificate) will be made by the Certificate Administrator to the persons\nin whose names the Trust Certificates are registered at the close of business on each Record Date, which will be the last Business Day\nof the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately\navailable funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate\nfacilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions\nno less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order\napplicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution on each Trust\nCertificate shall be made in like manner, but only upon presentation and surrender of such Trust Certificate at the office of the Certificate\nAdministrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in a notice\nto Certificateholders of the pendency of the final distribution.\n\nAny funds not distributed\non the Termination Date because of the failure of any Trust Certificateholders to tender their Trust Certificates shall be set aside and\nheld in trust for the account of the appropriate non-tendering Trust Certificateholders, whereupon the Trust Fund shall terminate. If\nany Trust Interest as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement\nshall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator\nshall mail a second notice to the remaining Trust Interest Owners, at their last addresses shown in the\n\nA-13-4\n\nCertificate Register, to surrender their Trust\nInterests for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year\nafter the second notice any Trust Interest shall not have been surrendered for cancellation, the Certificate Administrator may, directly\nor through an agent, take appropriate steps to contact the remaining Trust Interest Owners concerning surrender of their Trust Interests.\nThe costs and expenses of maintaining such funds and of contacting Trust Interest Owners shall be paid out of the assets which remain\nheld. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice any Trust Interests\nshall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable\nto the Trust Interest Owners thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Trust\nInterest Owners until the earlier of (i) its termination as Certificate Administrator under the Pooling and Servicing Agreement and the\ntransfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and distribution of such\namounts to the Class R Certificateholders. No interest shall accrue or be payable to any Trust Interest Owner on any amount held as a\nresult of such Trust Interest Owner’s failure to surrender its Trust Interest(s) for final payment thereof in accordance with Section\n9.01 of the Pooling and Servicing Agreement.\n\nThis Certificate is limited\nin right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically\nset forth herein and in the Pooling and Servicing Agreement.\n\nAs provided in the Pooling\nand Servicing Agreement, the Trust Fund includes: (i) such Trust Loans as from time to time are subject to the Pooling and Servicing Agreement,\ntogether with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust\nLoans due after the Cut-off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive\nof interest relating to periods prior to, but due after, the Cut-off Date); (iii) any REO Property (but, with respect to any REO Property\nrelating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv) all revenues received in respect\nof any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest\nin the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to\nthe Trust Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s\nrights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities\nor guaranties given as additional security for any Trust Loan; (viii) all of the Trustee’s and the Certificate Administrator’s\nrights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Trust Loans deposited in the Collection Account, the Distribution\nAccount, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any\nREO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating\nto the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the\nTrustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests and any Trust Subordinate\nCompanion Loan REMIC Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any Mortgage\nLoan REMIC Regular Interests; (xv) any Mortgage Loan REMIC Residual Interests identified on Exhibit P to the Pooling and Servicing\nAgreement; and (xvi) any and all Initial Month’s Interest Deposit Amounts and Initial Interest Deposit Amounts.\n\nThis Certificate does\nnot purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,\nrights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate\nAdministrator and Trustee.\n\nAs provided in the Pooling\nand Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of\nany Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,\none or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.\n\nPrior to due presentation\nof this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered\nas the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for\nall other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.\n\nA-13-5\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the\nOperating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the\nCertificate Administrator and the Trustee, without the consent of any of the Trust Certificateholders or any Uncertificated Interest Owners:\n\n(i)to cure any ambiguity to the extent that it does not adversely affect any Trust Certificateholders or\nany Uncertificated Interest Owner;\n\n(ii)to correct or supplement any of its provisions which may be inconsistent with any other provisions of\nthe Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;\n\n(iii)to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds\nReserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master\nServicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change\nwould not adversely affect in any material respect the interests of any Trust Certificateholder or any Uncertificated Interest Owner,\nas evidenced by an Opinion of Counsel (at the expense of the party requesting the amendment) or, if any Trust Certificate is then rated,\nas evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;\n\n(iv)to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification\nof any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the\nTrust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party\nrequesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid\nor minimize such risk and (2) the action will not adversely affect in any material respect the interests of any Trust Certificateholders\nor any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer\nof the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect\nto the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment\nCompany Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations\nor (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements\nfor this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or\neliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;\n\n(v)to make any other provisions with respect to matters or questions arising under the Pooling and Servicing\nAgreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of (i)\nany Trust Certificateholder or Uncertificated Interest Owner or (iii) any holder of a Serviced Companion Loan not consenting thereto,\nas evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is then rated, a Rating Agency Confirmation from each\nof the Rating Agencies with respect to such amendment or supplement and, in the case of a securitized Serviced Companion Loan with rated\nServiced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result in\nthe downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that\nsuch rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be\n\nA-13-6\n\nconsidered satisfied with respect to\nthe Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\n(vi)to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided\nthat (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the\nAsset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not\nbe withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations\nunder the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests\nof any Trust Certificateholder or Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Trust\nCertificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Trust Certificates; and provided,\nfurther that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and\n\n(vii)to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to\nmaintain the ratings assigned to each Class of Trust Certificates by each Rating Agency, provided that the amendment will not adversely\naffect in any material respect the interests of (i) any Trust Certificateholder or Uncertificated Interest Owner or (ii) any holder of\na Serviced Companion Loan not consenting thereto, as evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is\nthen rated, a Rating Agency Confirmation from each of the Rating Agencies and, in the case of a securitized Serviced Companion Loan with\nrated Serviced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result\nin the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided\nthat such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered\nsatisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\nprovided, further\nthat no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or\nthe right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent\nof the Controlling Class Representative (or, if applicable, of any Loan-Specific Controlling Class Representative without the consent\nof such Loan-Specific Controlling Class Representative); (B) reduce the consultation rights or the right to receive information under\nthe Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the\nobligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase\nAgreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter\nor Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect in any material respect\nany Serviced Companion Loan Holder in its capacity as such without its consent (the lack of which material adverse effect must in the\ncase of, and under the circumstances described in, clauses (v) and (vii) above, be evidenced as described in such clauses). Expenses\nincurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, the Special\nServicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be\nborne by the Trust.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then\nacting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Trust Certificates representing\nin the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Trust Certificates affected by the amendment for the\npurpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement\nor of modifying in any manner the rights of the Trust Certificateholders and/or any Uncertificated Interest Owners; provided, however,\nthat no such amendment shall:\n\nA-13-7\n\n(i)reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which\nare required to be distributed on a Trust Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,\nas applicable, without the consent of the Holder of that Trust Certificate or Uncertificated Interest or that Serviced Companion Loan\nHolder, as applicable;\n\n(ii)reduce the aforesaid percentage of Trust Certificates or any Uncertificated Interest, the Holders of which\nare required to consent to the amendment without the consent of the Holders of all Trust Certificates of that Class then outstanding or\nof the applicable Uncertificated Interest Owner, as applicable;\n\n(iii)change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing\nAgreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;\n\n(iv)change the definition of “Servicing Standard” without either (A) consent of 100% of the Trust\nCertificateholders and any Uncertificated Interest Owners or (B) Rating Agency Confirmation;\n\n(v)without the consent of 100% of the Trust Certificateholders that are adversely affected thereby, change\n(A) the percentages of Voting Rights of Trust Certificateholders that are required to consent to any action or inaction under the Pooling\nand Servicing Agreement, (B) the right of the Trust Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing\nAgreement or (C) the right of the Trust Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;\n\n(vi)adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class\nCertificateholders;\n\n(vii)adversely affect any Loan-Specific Controlling Class Representative without the consent of 100% of the\nLoan-Specific Controlling Class Certificateholders;\n\n(viii)adversely affect in any material respect a Serviced Companion Loan Holder in its capacity as such without\nits consent; or\n\n(ix)change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent\nof the affected Underwriter or Initial Purchaser.\n\nThe Holders of the Controlling\nClass representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,\nor if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master\nServicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect\nan early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other\nparties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time\non or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less\nthan all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Whole Loan, subject to certain rights of the\nrelated Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property\nacquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any\nOutside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal\nto (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master\nServicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser\nof such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely\nin the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,\nif any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer\nor the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as\n\nA-13-8\n\napplicable, remaining outstanding (which items\nwill be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such\npurchase).\n\nAny Person(s) effecting\nan early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative, each\nLoan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest Owner, or, in the case\nof a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class\nRepresentative, each Loan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest\nOwner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred\nby any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans\nand other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party\nexercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made\nby an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.\n\nThe respective obligations\nand responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Trust Certificates, any\nUncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and\nto send certain notices to Trust Certificateholders and any Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement\nand to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and\ncertain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the\nControlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO\nProperties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement,\n(ii) the exchange by the Remaining Certificateholder of its Trust Certificates and any Uncertificated Interests for all the Trust\nLoans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing\nAgreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property\n(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling\nand Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants\nof Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing\nAgreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer\nor Special Servicer, as applicable, promptly following receipt thereof.\n\nUnless the Certificate\nof Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,\nby manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any\npurpose.\n\n \n\nA-13-9\n\n**IN WITNESS WHEREOF**,\nthe Certificate Administrator has caused this Class G-RR Certificate to be duly executed.\n\nCITIBANK, N.A., not in its individual capacity but solely\n\nas Certificate\nAdministrator\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nDated: ____________, 2026\n\n \n\n \n\nCERTIFICATE OF\nAUTHENTICATION\n\nThis is one of the Class\nG-RR Certificates referred to in the Pooling and Servicing Agreement.\n\nDated: ____________, 2026\n\nCITIBANK, N.A.,\nnot in its individual capacity but solely\n\nas Authenticating Agent\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nA-13-10\n\nASSIGNMENT\n\nFOR VALUE RECEIVED, the\nundersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________\n______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)\nthe entire Percentage Interest represented by the within Class G-RR Certificate and hereby authorize(s) the registration of transfer\nof such interest to Assignee(s) on the Certificate Register of the Trust Fund.\n\nI (we) further direct\nthe Certificate Registrar to issue a new Class G-RR Certificate of the entire Percentage Interest represented by the within Class G-RR\nCertificates to the above-named Assignee(s) and to deliver such Class G-RR Certificate to the following address:\n\nDate: ** **\n\nSignature by or on behalf of Assignor(s)\n\nTaxpayer Identification Number\n\nA-13-11\n\nDISTRIBUTION INSTRUCTIONS\n\nThe Assignee(s) should\ninclude the following for purposes of distribution:\n\nAddress of the\nAssignee(s) for the purpose of receiving notices and distributions:\nDistributions, if being made by wire transfer in immediately available funds to __________________________ for the account of\n__________________________ account number ____________________________. This information is provided by\n______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.\n\nBy:\n\n[Please print or type name(s)]\n\nTitle\n\nTaxpayer Identification Number\n\nA-13-12\n\nEXHIBIT A-14\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS R\n\nTHIS CERTIFICATE DOES NOT REPRESENT AN INTEREST\nIN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO\nBELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS OR ANY OF\nTHEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY\nOR PRIVATE INSURER.\n\nTHIS CERTIFICATE HAS NOT BEEN AND WILL NOT\nBE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES\nLAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED\nONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES\nIS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT\nOF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,\nAND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR\nANY OTHER APPLICABLE JURISDICTION.\n\nTHIS CERTIFICATE MAY ONLY\nBE TRANSFERRED TO AND OWNED BY A QIB.\n\nTHIS CERTIFICATE MAY NOT\nBE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER\nPLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT\nOF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),\nOR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR\nLAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”),\nOR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG.\nSECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (INCLUDING AN INSURANCE COMPANY THAT IS USING THE ASSETS OF SEPARATE\nACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR SIMILAR LAW TO INCLUDE ASSETS OF\nPLANS)), OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.\n\nTHIS CERTIFICATE REPRESENTS\nA “RESIDUAL INTEREST” IN EACH OF TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,\nIN CODE SECTIONS 860G(a)(2) AND 860D. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS\nCERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS\nOF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO\nTHE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION,\nAS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED\nORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO\nPAY ITS DEBTS AS THEY COME DUE IN THE\n\nA-14-1\n\nFUTURE, (C) IT UNDERSTANDS THAT IT MAY\nINCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES\nASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE\nATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON\nOR ANY OTHER U.S. TAX PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR\nAFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION\nOF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS\nMULTIPLE “NONECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS\nOF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH\nTRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION\nOF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.\n\nTRANSFERS OF THIS CERTIFICATE\nAND/OR INTERESTS HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE\nTRANSFER RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR TRANSFEREE,\nAS ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.\n\nA-14-2\n\nBENCHMARK 2026-V22 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-V22, CLASS R\n\nPercentage\nInterest:  [     ]%\n \n\n \n \n\nCut-off Date:  With\nrespect to each Mortgage Loan and Serviced Companion Loan, the Due Date in May 2026 for that Mortgage Loan or Serviced Companion\nLoan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to May\n2026, the date that would have been its Due Date in May 2026 under the terms of that Mortgage Loan or Serviced Companion Loan, as\napplicable, if a Monthly Payment were scheduled to be due in that month).\n \n\n \n \n\n \n\nCUSIP: 081942AQ7\n \n\nISIN:                 US081942AQ76\n \n\n \n \n\nNo.:  [1]\n \n\nThis certifies that [           ]\nis the registered owner of an interest in a Trust Fund, including the distributions to be made with respect to the Class R Certificates.\nThe Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on various types of\ncommercial, multifamily and/or manufactured housing community properties and any Trust Subordinate Companion Loan(s) held in trust by\nthe Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.\nThe Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any Trust Subordinate Companion\nLoan(s) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue\nof the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.\nIn the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,\nsuch provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing\nAgreement are: (i) the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class D, Class E,\nClass F-RR, Class G-RR and Class VRR Certificates (together with the Class R Certificates, the “Certificates”\nor the “Trust Certificates”; and the Holders of Certificates are collectively referred to herein as “Certificateholders”\nor “Trust Certificateholders”); and (ii) an uncertificated interest in the Trust Fund (the “Uncertificated\nVRR Interest” and, collectively with the Trust Certificates, the “Trust Interests”; and the owner of the\nUncertificated VRR Interest is referred to herein as the “Uncertificated VRR Interest Owner” and, collectively with\nthe Trust Certificateholders, the “Trust Interest Owners”).\n\nThis Certificate is issued\npursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 1, 2026 (the “Pooling and\nServicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer,\nLNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Wilmington Savings Fund\nSociety, FSB, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein\nshall have the meanings assigned thereto in the Pooling and Servicing Agreement.\n\nThis Certificate represents\nthe “residual interest” in each of two “real estate mortgage investment conduits,” as those terms are defined,\nrespectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.\n\nA-14-3\n\nThe Certificate Administrator\nmakes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust Certificates,\nthe Mortgage Loans or any Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate Administrator\nunder the Pooling and Servicing Agreement.\n\nPursuant to the terms\nof the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Trust\nCertificate), on the 4th Business Day following the Determination Date in each month, commencing in June 2026 (each such date, a “Distribution\nDate”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s\npro rata share (based on the Percentage Interest represented by this Certificate) of the aggregate amount, if any, with respect to the\nClass R Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.\n\nAll distributions on the\nTrust Certificates (other than the final distribution on any Trust Certificate) will be made by the Certificate Administrator to the persons\nin whose names the Trust Certificates are registered at the close of business on each Record Date, which will be the last Business Day\nof the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately\navailable funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate\nfacilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions\nno less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order\napplicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution on each Trust\nCertificate shall be made in like manner, but only upon presentation and surrender of such Trust Certificate at the office of the Certificate\nAdministrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in a notice\nto Certificateholders of the pendency of the final distribution.\n\nAny funds not distributed\non the Termination Date because of the failure of any Trust Certificateholders to tender their Trust Certificates shall be set aside and\nheld in trust for the account of the appropriate non-tendering Trust Certificateholders, whereupon the Trust Fund shall terminate. If\nany Trust Interest as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement\nshall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator\nshall mail a second notice to the remaining Trust Interest Owners, at their last addresses shown in the Certificate Register, to surrender\ntheir Trust Interests for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within\none year after the second notice any Trust Interest shall not have been surrendered for cancellation, the Certificate Administrator may,\ndirectly or through an agent, take appropriate steps to contact the remaining Trust Interest Owners concerning surrender of their Trust\nInterests. The costs and expenses of maintaining such funds and of contacting Trust Interest Owners shall be paid out of the assets which\nremain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice any Trust\nInterests shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable\nto the Trust Interest Owners thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Trust\nInterest Owners until the earlier of (i) its termination as Certificate Administrator under the Pooling and Servicing Agreement and the\ntransfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and distribution of such\namounts to the Class R Certificateholders. No interest shall accrue or be payable to any Trust Interest Owner on any amount held as a\nresult of such Trust Interest Owner’s failure to surrender its Trust Interest(s) for final payment thereof in accordance with Section\n9.01 of the Pooling and Servicing Agreement.\n\nThis Certificate is limited\nin right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically\nset forth herein and in the Pooling and Servicing Agreement.\n\nAs provided in the Pooling\nand Servicing Agreement, the Trust Fund includes: (i) such Trust Loans as from time to time are subject to the Pooling and Servicing Agreement,\ntogether with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust\nLoans due after the Cut-off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive\nof interest relating to periods prior to, but due after, the Cut-off Date); (iii) any REO Property (but, with respect to any REO Property\nrelating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv) all revenues received in respect\nof any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest\nin the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the\n\nA-14-4\n\ninsurance policies with respect to the Trust\nLoans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights\nin any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities\nor guaranties given as additional security for any Trust Loan; (viii) all of the Trustee’s and the Certificate Administrator’s\nrights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Trust Loans deposited in the Collection Account, the Distribution\nAccount, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any\nREO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating\nto the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the\nTrustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests and any Trust Subordinate\nCompanion Loan REMIC Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any Mortgage\nLoan REMIC Regular Interests; (xv) any Mortgage Loan REMIC Residual Interests identified on Exhibit P to the Pooling and Servicing\nAgreement; and (xvi) any and all Initial Month’s Interest Deposit Amounts and Initial Interest Deposit Amounts.\n\nThis Certificate does\nnot purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,\nrights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate\nAdministrator and Trustee.\n\nAs provided in the Pooling\nand Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of\nany Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,\none or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.\n\nPrior to due presentation\nof this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered\nas the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for\nall other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the\nOperating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the\nCertificate Administrator and the Trustee, without the consent of any of the Trust Certificateholders or any Uncertificated Interest Owners:\n\n(i)to cure any ambiguity to the extent that it does not adversely affect any Trust Certificateholders or\nany Uncertificated Interest Owner;\n\n(ii)to correct or supplement any of its provisions which may be inconsistent with any other provisions of\nthe Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;\n\n(iii)to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds\nReserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master\nServicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change\nwould not adversely affect in any material respect the interests of any Trust Certificateholder or any Uncertificated Interest Owner,\nas evidenced by an Opinion of Counsel (at the expense of the party requesting the amendment) or, if any Trust Certificate is then rated,\nas evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;\n\n(iv)to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification\nof any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the\nTrust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the\n\nA-14-5\n\nexpense of the party requesting the amendment) to\nthe effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2)\nthe action will not adversely affect in any material respect the interests of any Trust Certificateholders or any Uncertificated Interest\nOwner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided\nthat the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates\nto a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the\nExchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation\nRR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction\nare amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements\nno longer applicable to this securitization transaction in light of such repeal;\n\n(v)to make any other provisions with respect to matters or questions arising under the Pooling and Servicing\nAgreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of (i)\nany Trust Certificateholder or Uncertificated Interest Owner or (iii) any holder of a Serviced Companion Loan not consenting thereto,\nas evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is then rated, a Rating Agency Confirmation from each\nof the Rating Agencies with respect to such amendment or supplement and, in the case of a securitized Serviced Companion Loan with rated\nServiced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result in\nthe downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that\nsuch rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied\nwith respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\n(vi)to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided\nthat (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the\nAsset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not\nbe withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations\nunder the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests\nof any Trust Certificateholder or Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Trust\nCertificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Trust Certificates; and provided,\nfurther that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and\n\n(vii)to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to\nmaintain the ratings assigned to each Class of Trust Certificates by each Rating Agency, provided that the amendment will not adversely\naffect in any material respect the interests of (i) any Trust Certificateholder or Uncertificated Interest Owner or (ii) any holder of\na Serviced Companion Loan not consenting thereto, as evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is\nthen rated, a Rating Agency Confirmation from each of the Rating Agencies and, in the case of a securitized Serviced Companion Loan with\nrated Serviced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result\nin the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided\nthat such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be\n\nA-14-6\n\nconsidered satisfied with respect to\nthe Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\nprovided, further\nthat no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or\nthe right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent\nof the Controlling Class Representative (or, if applicable, of any Loan-Specific Controlling Class Representative without the consent\nof such Loan-Specific Controlling Class Representative); (B) reduce the consultation rights or the right to receive information under\nthe Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the\nobligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase\nAgreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter\nor Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect in any material respect\nany Serviced Companion Loan Holder in its capacity as such without its consent (the lack of which material adverse effect must in the\ncase of, and under the circumstances described in, clauses (v) and (vii) above, be evidenced as described in such clauses). Expenses\nincurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, the Special\nServicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be\nborne by the Trust.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then\nacting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Trust Certificates representing\nin the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Trust Certificates affected by the amendment for the\npurpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement\nor of modifying in any manner the rights of the Trust Certificateholders and/or any Uncertificated Interest Owners; provided, however,\nthat no such amendment shall:\n\n(i)reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which\nare required to be distributed on a Trust Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,\nas applicable, without the consent of the Holder of that Trust Certificate or Uncertificated Interest or that Serviced Companion Loan\nHolder, as applicable;\n\n(ii)               \nreduce the aforesaid percentage of Trust Certificates or any Uncertificated Interest, the Holders of which are required to consent to\nthe amendment without the consent of the Holders of all Trust Certificates of that Class then outstanding or of the applicable Uncertificated\nInterest Owner, as applicable;\n\n(iii)             \nchange in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage\nLoan Purchase Agreement without the consent of the affected Mortgage Loan Seller;\n\n(iv)              \nchange the definition of “Servicing Standard” without either (A) consent of 100% of the Trust Certificateholders and any\nUncertificated Interest Owners or (B) Rating Agency Confirmation;\n\n(v)               \nwithout the consent of 100% of the Trust Certificateholders that are adversely affected thereby, change (A) the percentages of Voting\nRights of Trust Certificateholders that are required to consent to any action or inaction under the Pooling and Servicing Agreement,\n(B) the right of the Trust Certificateholders to remove the Special Servicer pursuant to the\n\nA-14-7\n\nPooling and Servicing Agreement or (C)\nthe right of the Trust Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;\n\n(vi)              \nadversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;\n\n(vii)            \nadversely affect any Loan-Specific Controlling Class Representative without the consent of 100% of the Loan-Specific Controlling Class\nCertificateholders;\n\n(viii)          \nadversely affect in any material respect a Serviced Companion Loan Holder in its capacity as such without its consent; or\n\n(ix)              \nchange in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter\nor Initial Purchaser.\n\nThe Holders of the Controlling\nClass representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,\nor if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master\nServicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect\nan early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other\nparties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time\non or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less\nthan all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Whole Loan, subject to certain rights of the\nrelated Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property\nacquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any\nOutside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal\nto (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master\nServicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser\nof such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely\nin the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,\nif any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer\nor the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,\nremaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,\nin connection with such purchase).\n\nAny Person(s) effecting\nan early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative, each\nLoan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest Owner, or, in the case\nof a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class\nRepresentative, each Loan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest\nOwner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred\nby any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans\nand other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party\nexercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made\nby an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.\n\nThe respective obligations\nand responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Trust Certificates, any\nUncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and\nto send certain notices to Trust Certificateholders and any Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement\nand to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and\ncertain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the\nControlling Class, the Special Servicer, the Master Servicer or Holders of\n\nA-14-8\n\nthe Class R Certificates of all the Trust\nLoans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing\nAgreement, (ii) the exchange by the Remaining Certificateholder of its Trust Certificates and any Uncertificated Interests for all\nthe Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and\nServicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Trust Loan\nor REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created\nby the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the\ndescendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and\nServicing Agreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the\nMaster Servicer or Special Servicer, as applicable, promptly following receipt thereof.\n\nUnless the Certificate\nof Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,\nby manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any\npurpose.\n\n \n\nA-14-9\n\n**IN WITNESS WHEREOF**,\nthe Certificate Administrator has caused this Class R Certificate to be duly executed.\n\nCITIBANK, N.A., not in its individual capacity but solely\n\nas Certificate\nAdministrator\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nDated: ____________, 2026\n\n \n\n \n\nCERTIFICATE OF AUTHENTICATION\n\nThis is one of the Class R\nCertificates referred to in the Pooling and Servicing Agreement.\n\nDated: ____________, 2026\n\nCITIBANK, N.A.,\nnot in its individual capacity but solely\n\nas Authenticating Agent\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nA-14-10\n\nASSIGNMENT\n\nFOR VALUE RECEIVED, the\nundersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________\n______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)\nthe entire Percentage Interest represented by the within Class R Certificate and hereby authorize(s) the registration of transfer\nof such interest to Assignee(s) on the Certificate Register of the Trust Fund.\n\nI (we) further direct\nthe Certificate Registrar to issue a new Class R Certificate of the entire Percentage Interest represented by the within Class R\nCertificates to the above-named Assignee(s) and to deliver such Class R Certificate to the following address:\n\nDate: ** **\n\nSignature by or on behalf of Assignor(s)\n\nTaxpayer Identification Number\n\nA-14-11\n\nDISTRIBUTION INSTRUCTIONS\n\nThe Assignee(s) should\ninclude the following for purposes of distribution:\n\nAddress of the\nAssignee(s) for the purpose of receiving notices and distributions:\nDistributions, if being made by wire transfer in immediately available funds to __________________________ for the account of\n__________________________ account number ____________________________. This information is provided by\n______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.\n\nBy:\n\n[Please print or type name(s)]\n\nTitle\n\nTaxpayer Identification Number\n\nA-14-12\n\n**EXHIBIT\nA-15**\n\nFORM OF CLASS S CERTIFICATE*\n\n**[RESERVED]**\n\n** **\n\n[*Not applicable. Because the\nTrust Fund will not include ARD Mortgage Loans as of the Closing Date, there will be no Grantor Trust Assets and the Class S Certificates\nwill not be issued.]\n\n \n\n \n\nA-15-1\n\nEXHIBIT A-16\n\n**BENCHMARK 2026-V22 MORTGAGE TRUST\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\nSERIES 2026-V22, CLASS VRR**\n\nTHIS CERTIFICATE DOES NOT REPRESENT AN INTEREST\nIN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO\nBELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS OR ANY OF\nTHEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY\nOR PRIVATE INSURER.\n\nPRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE\nARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE\nAT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.\n\nTHIS CERTIFICATE HAS NOT BEEN AND WILL NOT\nBE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES\nLAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED\nONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS\nA “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT\nOF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,\n(2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN,\nAND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR”\nWITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER\nTHE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS\nOF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.\n\nTHIS CERTIFICATE MAY NOT BE PURCHASED BY OR\nPLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO\nTHE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),\nOR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION\n3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT,\nSIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND\nTHE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF\nERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,\nUNLESS (A)(I) THIS CERTIFICATE IS ACQUIRED BY SUCH PERSON THROUGH CITIGROUP GLOBAL MARKETS INC., BARCLAYS CAPITAL INC., DEUTSCHE BANK\nSECURITIES INC. OR GOLDMAN SACHS & CO. LLC, (II) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING\nOF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (III) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION\n95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE,\nOR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR\nLAW, SUCH\n\nA-16-1\n\nACQUISITION, HOLDING AND DISPOSITION BY SUCH\nGOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.\n\nTHIS CERTIFICATE REPRESENTS A “REGULAR\nINTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)\nAND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.\n\nTHIS CERTIFICATE IS INTENDED TO CONSTITUTE\nPART OF AN “ELIGIBLE VERTICAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE\nACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION RR.\nTHE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST\nHEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.\n\nA-16-2\n\n**BENCHMARK 2026-V22 MORTGAGE TRUST\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\nSERIES 2026-V22, CLASS VRR**\n\nPass-Through\nRate:  N/A. The Class VRR Certificates will not have a Pass-Through Rate, but will entitle Holders to interest on any\nDistribution Date equal to a pro rata share of the VRR Interest Distribution Amount for such Distribution Date (based on the Certificate\nBalance of the Class VRR Certificates).\n \n\n \n \n\nFirst Distribution Date:\nJune 17, 2026\nCut-off Date:  With\nrespect to each Mortgage Loan and Serviced Companion Loan, the Due Date in May 2026 for that Mortgage Loan or Serviced Companion\nLoan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to May\n2026, the date that would have been its Due Date in May 2026 under the terms of that Mortgage Loan or Serviced Companion Loan, as\napplicable, if a Monthly Payment were scheduled to be due in that month).\n\n \n \n\nAggregate Initial Certificate Balance of the\n\nClass VRR Certificates:  $15,212,171\nScheduled Final Distribution Date: the Distribution\n\nDate in May 2031\n\n \n \n\nCUSIP:  081942AS31\n\nU06931AG12\n\n081942AX23\n\n \n\nInitial Certificate Balance of this Certificate:\n$[___]\n\nISIN: US081942AS334\n\nUSU06931AG145\n\nUS081942AX286\n\n \n\n \n \n\nNo.:  [1]\n \n\nThis certifies that [           ]\nis the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the\nClass VRR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first\nliens on various types of commercial, multifamily and/or manufactured housing community properties and any Trust Subordinate Companion\nLoan(s) held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer\nand the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any\nTrust Subordinate Companion Loan(s) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder\nof this Certificate, by virtue of the acceptance hereof, assents to the terms,\n\n1\nFor Rule 144A Certificates\n\n2\nFor Regulation S Certificates\n\n3\nFor IAI Certificates\n\n4\nFor Rule 144A Certificates\n\n5\nFor Regulation S Certificates\n\n6\nFor IAI Certificates\n\nA-16-3\n\nprovisions and conditions of the Pooling and\nServicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision\nof the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also\nissued under the Pooling and Servicing Agreement are: (i) the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class\nB, Class C, Class X-D, Class D, Class E, Class F-RR, Class G-RR and Class R Certificates (together with the Class VRR Certificates,\nthe “Certificates” or the “Trust Certificates”; and the Holders of Certificates are collectively\nreferred to herein as “Certificateholders” or “Trust Certificateholders”); and (ii) an uncertificated\ninterest in the Trust Fund (the “Uncertificated VRR Interest” and, collectively with the Trust Certificates, the “Trust\nInterests”; and the owner of the Uncertificated VRR Interest is referred to herein as the “Uncertificated VRR Interest\nOwner” and, collectively with the Trust Certificateholders, the “Trust Interest Owners”).\n\nThis Certificate is issued\npursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 1, 2026 (the “Pooling and\nServicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer,\nLNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Wilmington Savings Fund\nSociety, FSB, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein\nshall have the meanings assigned thereto in the Pooling and Servicing Agreement.\n\nThis Certificate represents\na “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,\nin Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.\n\nThe Certificate Administrator\nmakes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust Certificates,\nthe Mortgage Loans or any Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate Administrator\nunder the Pooling and Servicing Agreement.\n\nPursuant to the terms\nof the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Trust\nCertificate), on the 4th Business Day following the Determination Date in each month, commencing in June 2026 (each such date, a “Distribution\nDate”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s\npro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal\nand interest then distributable, if any, with respect to the Class VRR Certificates for such Distribution Date, all as more fully\ndescribed in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of the Vertically Retained Percentage\nof the Yield Maintenance Charges collected on the Mortgage Loans, as provided in the Pooling and Servicing Agreement.\n\nAll distributions on the\nTrust Certificates (other than the final distribution on any Trust Certificate) will be made by the Certificate Administrator to the persons\nin whose names the Trust Certificates are registered at the close of business on each Record Date, which will be the last Business Day\nof the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately\navailable funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate\nfacilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions\nno less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order\napplicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution on each Trust\nCertificate shall be made in like manner, but only upon presentation and surrender of such Trust Certificate at the office of the Certificate\nAdministrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in a notice\nto Certificateholders of the pendency of the final distribution.\n\nAny funds not distributed\non the Termination Date because of the failure of any Trust Certificateholders to tender their Trust Certificates shall be set aside and\nheld in trust for the account of the appropriate non-tendering Trust Certificateholders, whereupon the Trust Fund shall terminate. If\nany Trust Interest as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement\nshall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator\nshall mail a second notice to the remaining Trust Interest Owners, at their last addresses shown in the Certificate Register, to surrender\ntheir Trust Interests for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within\none year after the second notice any Trust Interest shall not have been\n\nA-16-4\n\nsurrendered for cancellation, the Certificate\nAdministrator may, directly or through an agent, take appropriate steps to contact the remaining Trust Interest Owners concerning surrender\nof their Trust Interests. The costs and expenses of maintaining such funds and of contacting Trust Interest Owners shall be paid out of\nthe assets which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second\nnotice any Trust Interests shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator\nall amounts distributable to the Trust Interest Owners thereof, and the Certificate Administrator shall thereafter hold such amounts for\nthe benefit of such Trust Interest Owners until the earlier of (i) its termination as Certificate Administrator under the Pooling and\nServicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund\nand distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to any Trust Interest Owner\non any amount held as a result of such Trust Interest Owner’s failure to surrender its Trust Interest(s) for final payment thereof\nin accordance with Section 9.01 of the Pooling and Servicing Agreement.\n\nThis Certificate is limited\nin right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically\nset forth herein and in the Pooling and Servicing Agreement.\n\nAs provided in the Pooling\nand Servicing Agreement, the Trust Fund includes: (i) such Trust Loans as from time to time are subject to the Pooling and Servicing Agreement,\ntogether with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust\nLoans due after the Cut-off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive\nof interest relating to periods prior to, but due after, the Cut-off Date); (iii) any REO Property (but, with respect to any REO Property\nrelating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv) all revenues received in respect\nof any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest\nin the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to\nthe Trust Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s\nrights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities\nor guaranties given as additional security for any Trust Loan; (viii) all of the Trustee’s and the Certificate Administrator’s\nrights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Trust Loans deposited in the Collection Account, the Distribution\nAccount, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any\nREO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating\nto the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the\nTrustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests and any Trust Subordinate\nCompanion Loan REMIC Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any Mortgage\nLoan REMIC Regular Interests; (xv) any Mortgage Loan REMIC Residual Interests identified on Exhibit P to the Pooling and Servicing\nAgreement; and (xvi) any and all Initial Month’s Interest Deposit Amounts and Initial Interest Deposit Amounts.\n\nThis Certificate does\nnot purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,\nrights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate\nAdministrator and Trustee.\n\nAs provided in the Pooling\nand Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of\nany Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,\none or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.\n\nPrior to due presentation\nof this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered\nas the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for\nall other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the\nOperating Advisor, the Asset Representations Reviewer, the\n\nA-16-5\n\nCustodian (if the Certificate Administrator\nis then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Trust Certificateholders\nor any Uncertificated Interest Owners:\n\n(i)to cure any ambiguity to the extent that it does not adversely affect any Trust Certificateholders or\nany Uncertificated Interest Owner;\n\n(ii)to correct or supplement any of its provisions which may be inconsistent with any other provisions of\nthe Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;\n\n(iii)to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds\nReserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master\nServicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change\nwould not adversely affect in any material respect the interests of any Trust Certificateholder or any Uncertificated Interest Owner,\nas evidenced by an Opinion of Counsel (at the expense of the party requesting the amendment) or, if any Trust Certificate is then rated,\nas evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;\n\n(iv)to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification\nof any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the\nTrust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party\nrequesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid\nor minimize such risk and (2) the action will not adversely affect in any material respect the interests of any Trust Certificateholders\nor any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer\nof the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect\nto the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment\nCompany Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations\nor (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements\nfor this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or\neliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;\n\n(v)to make any other provisions with respect to matters or questions arising under the Pooling and Servicing\nAgreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of (i)\nany Trust Certificateholder or Uncertificated Interest Owner or (iii) any holder of a Serviced Companion Loan not consenting thereto,\nas evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is then rated, a Rating Agency Confirmation from each\nof the Rating Agencies with respect to such amendment or supplement and, in the case of a securitized Serviced Companion Loan with rated\nServiced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result in\nthe downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that\nsuch rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied\nwith respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\n(vi)to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided\nthat (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the\nAsset Representations Reviewer, the\n\nA-16-6\n\nMaster Servicer or the Special Servicer\nwithout such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such\nparty or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall\nnot adversely affect in any material respects the interests of any Trust Certificateholder or Uncertificated Interest Owner, as evidenced\nby (x) an Opinion of Counsel or (y) if any Trust Certificate is then rated, receipt of Rating Agency Confirmation from each\nRating Agency rating such Trust Certificates; and provided, further that notice of such modification is provided to all\nparties to the Pooling and Servicing Agreement; and\n\n(vii)to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to\nmaintain the ratings assigned to each Class of Trust Certificates by each Rating Agency, provided that the amendment will not adversely\naffect in any material respect the interests of (i) any Trust Certificateholder or Uncertificated Interest Owner or (ii) any holder of\na Serviced Companion Loan not consenting thereto, as evidenced by an Opinion of Counsel or as evidenced by, if any Trust Certificate is\nthen rated, a Rating Agency Confirmation from each of the Rating Agencies and, in the case of a securitized Serviced Companion Loan with\nrated Serviced Companion Loan Securities, confirmation of the applicable Companion Loan Rating Agencies that such action will not result\nin the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided\nthat such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered\nsatisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);\n\nprovided, further\nthat no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or\nthe right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent\nof the Controlling Class Representative (or, if applicable, of any Loan-Specific Controlling Class Representative without the consent\nof such Loan-Specific Controlling Class Representative); (B) reduce the consultation rights or the right to receive information under\nthe Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the\nobligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase\nAgreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter\nor Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect in any material respect\nany Serviced Companion Loan Holder in its capacity as such without its consent (the lack of which material adverse effect must in the\ncase of, and under the circumstances described in, clauses (v) and (vii) above, be evidenced as described in such clauses). Expenses\nincurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, the Special\nServicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be\nborne by the Trust.\n\nThe Pooling and Servicing\nAgreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then\nacting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Trust Certificates representing\nin the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Trust Certificates affected by the amendment for the\npurpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement\nor of modifying in any manner the rights of the Trust Certificateholders and/or any Uncertificated Interest Owners; provided, however,\nthat no such amendment shall:\n\n(i)                 \nreduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed\non a Trust Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable,\n\nA-16-7\n\nwithout the consent of the Holder of\nthat Trust Certificate or Uncertificated Interest or that Serviced Companion Loan Holder, as applicable;\n\n(ii)               \nreduce the aforesaid percentage of Trust Certificates or any Uncertificated Interest, the Holders of which are required to consent to\nthe amendment without the consent of the Holders of all Trust Certificates of that Class then outstanding or of the applicable Uncertificated\nInterest Owner, as applicable;\n\n(iii)             \nchange in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage\nLoan Purchase Agreement without the consent of the affected Mortgage Loan Seller;\n\n(iv)              \nchange the definition of “Servicing Standard” without either (A) consent of 100% of the Trust Certificateholders and any\nUncertificated Interest Owners or (B) Rating Agency Confirmation;\n\n(v)               \nwithout the consent of 100% of the Trust Certificateholders that are adversely affected thereby, change (A) the percentages of Voting\nRights of Trust Certificateholders that are required to consent to any action or inaction under the Pooling and Servicing Agreement,\n(B) the right of the Trust Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the\nright of the Trust Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;\n\n(vi)              \nadversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;\n\n(vii)            \nadversely affect any Loan-Specific Controlling Class Representative without the consent of 100% of the Loan-Specific Controlling Class\nCertificateholders;\n\n(viii)          \nadversely affect in any material respect a Serviced Companion Loan Holder in its capacity as such without its consent; or\n\n(ix)              \nchange in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter\nor Initial Purchaser.\n\nThe Holders of the Controlling\nClass representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,\nor if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master\nServicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect\nan early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other\nparties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time\non or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less\nthan all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Whole Loan, subject to certain rights of the\nrelated Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property\nacquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any\nOutside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal\nto (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master\nServicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser\nof such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely\nin the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,\nif any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer\nor the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,\nremaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,\nin connection with such purchase).\n\nA-16-8\n\nAny Person(s) effecting\nan early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative, each\nLoan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest Owner, or, in the case\nof a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class\nRepresentative, each Loan-Specific Controlling Class Representative and each Certifying Certificateholder and Uncertificated Interest\nOwner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred\nby any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans\nand other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party\nexercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made\nby an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.\n\nThe respective obligations\nand responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Trust Certificates, any\nUncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and\nto send certain notices to Trust Certificateholders and any Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement\nand to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and\ncertain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the\nControlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO\nProperties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement,\n(ii) the exchange by the Remaining Certificateholder of its Trust Certificates and any Uncertificated Interests for all the Trust\nLoans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing\nAgreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property\n(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling\nand Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants\nof Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing\nAgreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer\nor Special Servicer, as applicable, promptly following receipt thereof.\n\nUnless the Certificate\nof Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,\nby manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any\npurpose.\n\n \n\nA-16-9\n\n**IN WITNESS WHEREOF**,\nthe Certificate Administrator has caused this Class VRR Certificate to be duly executed.\n\nCITIBANK, N.A., not in its individual capacity but solely\n\nas Certificate\nAdministrator\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nDated: ____________, 2026\n\n \n\n \n\n**CERTIFICATE OF AUTHENTICATION**\n\nThis is one of the Class VRR\nCertificates referred to in the Pooling and Servicing Agreement.\n\nDated: ____________, 2026\n\nCITIBANK, N.A.,\nnot in its individual capacity but solely\n\nas Authenticating Agent\n\nBy:\n\n** **\n** **\nAuthorized Signatory\n\nA-16-10\n\n**ASSIGNMENT**\n\nFOR VALUE RECEIVED, the\nundersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________\n______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)\nthe entire Percentage Interest represented by the within Class VRR Certificate and hereby authorize(s) the registration of transfer\nof such interest to Assignee(s) on the Certificate Register of the Trust Fund.\n\nI (we) further direct\nthe Certificate Registrar to issue a new Class VRR Certificate of the entire Percentage Interest represented by the within Class VRR\nCertificates to the above-named Assignee(s) and to deliver such Class VRR Certificate to the following address:\n\nDate: ** **\n\nSignature by or on behalf of Assignor(s)\n\nTaxpayer Identification Number\n\nA-16-11\n\n**DISTRIBUTION INSTRUCTIONS**\n\nThe Assignee(s) should\ninclude the following for purposes of distribution:\n\nAddress of the\nAssignee(s) for the purpose of receiving notices and distributions: Distributions, if being made by wire\ntransfer in immediately available funds to __________________________ for the account of __________________________ account number\n____________________________. This information is provided by ______________________________, the Assignee(s) named above or\n____________________________________ as its (their) agent.\n\nBy:\n\n[Please print or type name(s)]\n\nTitle\n\nTaxpayer Identification Number\n\nA-16-12\n\n**EXHIBIT\nA-17**\n\nFORM OF LOAN-SPECIFIC CERTIFICATE*\n\n**[RESERVED]**\n\n \n\n[*Not Applicable. No Loan Specific\nCertificates will be issued under the Pooling and Servicing Agreement.]\n\nA-17-1\n\n**EXHIBIT B**\n\n**MORTGAGE LOAN SCHEDULE**\n\nB-1\n\nBMARK\n2026-V22 Mortgage Loan Schedule\n\nLoan\nNumber\nFootnotes\nProperty\nName\nAddress\nCity\nState\nZip\nCode\nCut-Off\nDate Balance ($)\nFlood\nZone\nMortgage\nRate\nRemaining\nTerm To Maturity/ARD (Mos.)\nMaturity\nDate/ARD\nRemaining\nAmortization Term (Mos.)\nMaster\nServicing Fee Rate (%)\nPrimary\nServicing Fee Rate (%)\nSubservicing\nFee Rate (%)\nOutside\nServicing Fee Rate (%)\nMortgage\nLoan Seller\nCrossed\nWith Other Loans\nARD\n(Yes/No)\nARD\nMortgage Loan Final Maturity Date\nARD\nRevised Rate\nServiced\nCompanion Loan Flag\nServiced\nCompanion Loan Cut-off Date Balance\nServiced\nCompanion Loan Interest Rate\nServiced\nCompanion Loan Remaining Term to Maturity/ARD (Mos.)\nServiced\nCompanion Loan Maturity Date/ARD\nServiced\nCompanion Loan Remaining Amortization Term (Mos.)\nServiced\nCompanion Loan Servicing Fee (%)\n\n1\n\nMountain\nIndustrial Portfolio\nVarious\nVarious\nVarious\nVarious\n67,500,000.00\n\n5.096767533%\n60\n5/11/2031\n0\n0.00125%\n0.00000%\n0.000000%\n0.000005%\nCREFI\nNAP\nNo\nNAP\nNo\n\n1.01\n\n3150\nHighway 42\n3150\nHighway 42\nLocust\nGrove\nGeorgia\n30248\n\nNo\n\n1.02\n\n1151\nSouth Graham Road\n1151\nSouth Graham Road\nGreenwood\nIndiana\n46343\n\nNo\n\n1.03\n\n584\nUS Highway 130\n584\nUS Highway 130\nTrenton\nNew\nJersey\n08620\n\nNo\n\n1.04\n\n590\nNorthport Parkway\n590\nNorthport Parkway\nSavannah\nGeorgia\n31407\n\nYes\n- AE\n\n1.05\n\n8341\nIndustrial Parkway\n8341\nIndustrial Parkway\nPlain\nCity\nOhio\n43064\n\nNo\n\n1.06\n\n650\nBraselton Parkway\n650\nBraselton Parkway\nBraselton\nGeorgia\n30517\n\nNo\n\n1.07\n\n482\nChaney Avenue\n482\nChaney Avenue\nGreenwood\nIndiana\n46143\n\nNo\n\n1.08\n\n5000\nNorth Ridge Trail\n5000\nNorth Ridge Trail\nDavenport\nFlorida\n33897\n\nNo\n\n1.09\n\n5005\nSamuell Blvd.\n5005\nSamuell Boulevard\nMesquite\nTexas\n75149\n\nNo\n\n1.10\n\n635\nCommunity Drive\n635\nCommunity Drive\nSouth\nBurlington\nVermont\n05403\n\nYes\n- A\n\n1.11\n\n6538\n& 6526 Judge Adams Road\n6526\n& 6538 Judge Adams Road\nWhitsett\nNorth\nCarolina\n27377\n\nNo\n\n1.12\n\n4350\nFortune Ave NW\n4350\nFortune Avenue Northwest\nConcord\nNorth\nCarolina\n28027\n\nNo\n\n1.13\n\n6735\nTrippel Road\n6735\nTrippel Road\nMobile\nAlabama\n36582\n\nNo\n\n1.14\n\n1509\nLeestown Road\n1509\nLeestown Road\nFrankfort\nKentucky\n40601\n\nYes\n- A\n\n1.15\n\n1601\nBrown Road\n1601\nBrown Road\nOrion\nMichigan\n48359\n\nNo\n\n1.16\n\n22525\nWest 167th Street\n22525\nWest 167th Street\nOlathe\nKansas\n66062\n\nNo\n\n1.17\n\n1414\nSouth Council Road\n1414\nSouth Council Road\nOklahoma\nCity\nOklahoma\n73128\n\nYes\n- AE\n\n1.18\n\n4690\nGlobal Avenue NW\n4690\nGlobal Avenue Northwest\nConcord\nNorth\nCarolina\n28027\n\nNo\n\n1.19\n\n3466\nShippers Drive\n3466\nShippers Drive Northwest\nGrand\nRapids\nMichigan\n49544\n\nNo\n\n1.20\n\n4555\nWest Highway 146\n4555\nWest Highway 146\nBuckner\nKentucky\n40010\n\nNo\n\n1.21\n\n9780\nMopar Drive\n9780\nMopar Drive\nStreetsboro\nOhio\n44241\n\nNo\n\n1.22\n\n3779\nLake Shore Road\n3779\nLake Shore Road\nHamburg\nNew\nYork\n14219\n\nNo\n\n1.23\n\n2000\nSouth Walnut Street\n2000\nSouth Walnut Street\nBurlington\nWashington\n98233\n\nYes\n- A7\n\n1.24\n\n3774\nSnyder Road\n3774\nSnyder Road\nKodak\nTennessee\n37764\n\nNo\n\n1.25\n\n8951\nMirabel Road\n8951\nMirabel Road\nIndianapolis\nIndiana\n46141\n\nNo\n\n1.26\n\n8411\nFlorida Mining Boulevard\n8411\nFlorida Mining Boulevard\nTampa\nFlorida\n33634\n\nYes\n- AE\n\n1.27\n\n900\nHutchinson Place\n900\nHutchinson Place\nLebanon\nTennessee\n37090\n\nNo\n\n1.28\n\n5440\nHaggerty Lane\n5440\nHaggerty Lane\nLaFayette\nIndiana\n47905\n\nNo\n\n1.29\n\n5703\nMitchell Avenue\n5703\nMitchell Avenue\nSt.\nJoseph\nMissouri\n64153\n\nNo\n\n1.30\n\n1103\nPowderhouse Road SE\n1103\nPowderhouse Road Southeast\nAiken\nSouth\nCarolina\n29803\n\nNo\n\n1.31\n\n3200\nRodeo Court\n3200\nRodeo Court\nBessemer\nAlabama\n35022\n\nNo\n\n1.32\n\n14001\nJetport Loop\n14001\nJetport Loop\nFort\nMyers\nFlorida\n33913\n\nNo\n\n1.33\n\n505\nMorgan Lakes Industrial Blvd.\n505\nMorgan Lakes Industrial Boulevard\nSavannah\nGeorgia\n31407\n\nYes\n- AE\n\n1.34\n\n21200\nSpring Plaza Drive\n21200\nSpring Plaza Drive\nSpring\nTexas\n77388\n\nYes\n- AE\n\n1.35\n\n3058\nLakemont Blvd\n3058\nLakemont Boulevard\nFort\nMill\nSouth\nCarolina\n29708\n\nNo\n\n1.36\n\n2000\nLuna Road\n2000\nLuna Road\nCarrollton\nTexas\n75006\n\nNo\n\n1.37\n\n101\nNorth Campus Drive\n101\nNorth Campus Drive\nImperial\nPennsylvania\n15126\n\nNo\n\n1.38\n\n4651\nProsper Drive\n4651\nProsper Drive\nStow\nOhio\n44224\n\nNo\n\n1.39\n\n5025\nTuggle Road\n5025\nTuggle Road\nMemphis\nTennessee\n38118\n\nNo\n\n1.40\n\n450\nNorthpointe Court\n450\nNorthpointe Court\nCovington\nLouisiana\n70433\n\nYes\n- A\n\n1.41\n\n1602\nVincent Drive\n1602\nVincent Drive\nSauget\nIllinois\n62206\n\nNo\n\n1.42\n\n8644\nPolk Lane\n8644\nPolk Lane\nOlive\nBranch\nMississippi\n38654\n\nNo\n\n1.43\n\n800\nLindale Industrial Parkway\n800\nLindale Industrial Parkway\nLindale\nTexas\n75706\n\nNo\n\n1.44\n\n2465\nFontaine Street\n2465\nFontaine Street\nKenton\nOhio\n43326\n\nNo\n\n1.45\n\n1430\nSouth Wolf Road\n1430\nSouth Wolf Road\nWheeling\nIllinois\n60090\n\nNo\n\n1.46\n\n2552\nSouth 98th Street\n2552\nSouth 98th Street\nEdwardsville\nKansas\n66111\n\nNo\n\n1.47\n\n1000\nKnell Road\n1000\nKnell Road\nMontgomery\nIllinois\n60538\n\nNo\n\n1.48\n\n747\nMill Park Drive\n747\nMill Park Drive\nLancaster\nOhio\n43130\n\nYes\n- AE\n\n1.49\n\n502\nWest Independence Drive\n502\nWest Independence Drive\nEdinburg\nTexas\n78541\n\nNo\n\n1.50\n\n38401\nAmrhein Road\n38401\nAmrhein Road\nLivonia\nMichigan\n48150\n\nNo\n\n1.51\n\n6101\nSW 44th Street\n6101\nSouthwest 44th Street\nOklahoma\nCity\nOklahoma\n73179\n\nNo\n\n1.52\n\n700\nHudson Road\n700\nHudson Road\nGriffin\nGeorgia\n30224\n\nNo\n\n1.53\n\n685\nAlliance Parkway\n685\nAlliance Parkway\nHewitt\nTexas\n76643\n\nNo\n\n1.54\n\n5101\nWest Waters Avenue\n5101\nWest Waters Avenue\nTampa\nFlorida\n33634\n\nYes\n- AE\n\n1.55\n\n1935\nBlue Hills Drive\n1935\nBlue Hills Drive Northeast\nRoanoke\nVirginia\n24012\n\nNo\n\n1.56\n\n16211\nAir Center Boulevard\n16211\nAir Center Boulevard\nHouston\nTexas\n77032\n\nNo\n\n1.57\n\n8800\nStudley Road\n8800\nStudley Road\nMechanicsville\nVirginia\n23116\n\nNo\n\n1.58\n\n6\nKonzen Court\n6\nKonzen Court\nGranite\nCity\nIllinois\n62040\n\nNo\n\n1.59\n\n5300\nInternational Drive\n5300\nInternational Drive\nCudahy\nWisconsin\n53110\n\nNo\n\n1.60\n\n1289\nWalden Avenue\n1289\nWalden Avenue\nCheektowaga\nNew\nYork\n14211\n\nNo\n\n1.61\n\n10551\nN Congress Avenue\n10551\nNorth Congress Avenue\nKansas\nCity\nMissouri\n64153\n\nNo\n\n1.62\n\n3736\nTom Andrews Road\n3736\nTom Andrews Road Northwest\nRoanoke\nVirginia\n24019\n\nNo\n\n1.63\n\n2701\nSouth 98th Street\n2701\nSouth 98th Street\nEdwardsville\nKansas\n66111\n\nNo\n\n1.64\n\n231\nTheater Drive\n231\nTheater Drive\nDuncansville\nPennsylvania\n16635\n\nNo\n\n1.65\n\n3404\nCragmont Drive\n3404\nCragmont Drive\nTampa\nFlorida\n33619\n\nYes\n- AE\n\n1.66\n\n4\nLiebich Lane\n4\nLiebich Lane\nHalfmoon\nNew\nYork\n12065\n\nNo\n\n1.67\n\n4040\nBusiness Park Court\n4040\nBusiness Park Court\nWinston-Salem\nNorth\nCarolina\n27107\n\nNo\n\n1.68\n\n1270\nNorth Wilkening\n1270\nNorth Wilkening Road\nSchaumburg\nIllinois\n60173\n\nNo\n\n1.69\n\n4472\nTechnology Drive\n4472\nTechnology Drive\nRockford\nIllinois\n61109\n\nNo\n\n1.70\n\n28000\nFive M Center Drive\n28000\nFive M Center Drive\nRomulus\nMichigan\n48174\n\nNo\n\n1.71\n\n3383\nSpirit Way\n3383\nSpirit Way\nGreen\nBay\nWisconsin\n54304\n\nNo\n\n1.72\n\n9667\nInter-Ocean Drive\n9667\nInter-Ocean Drive\nCincinnati\nOhio\n45246\n\nNo\n\n1.73\n\n2427\nHenry Road NW\n2427\nHenry Road Northwest\nStewartville\nMinnesota\n55976\n\nNo\n\n1.74\n\n1115\nRegina Graeter Way\n1115\nRegina Graeter Way\nCincinnati\nOhio\n45216\n\nNo\n\n1.75\n\n831\nLone Star Drive\n831\nLone Star Drive\nO'Fallon\nMissouri\n63366\n\nNo\n\n1.76\n\n4170\nColumbia Road\n4170\nColumbia Road\nLebanon\nOhio\n45036\n\nNo\n\n1.77\n\n6023\nCentury Oaks Drive\n6023\nCentury Oaks Drive\nChattanooga\nTennessee\n37416\n\nNo\n\n1.78\n\n2300\nWestmoreland Street\n2300\nWestmoreland Street\nRichmond\nVirginia\n23230\n\nYes\n- AE\n\n1.79\n\n246\nGlasson Drive\n246\nGlasson Drive\nCorpus\nChristi\nTexas\n78406\n\nNo\n\n1.80\n\n2759\nNorth Garnett Road\n2759\nNorth Garnett Road\nTulsa\nOklahoma\n74116\n\nYes\n- AE\n\n1.81\n\n1122\nStony Ridge Road\n1122\nStoney Ridge Road\nCharlottesville\nVirginia\n22902\n\nNo\n\n1.82\n\n5313\nMajestic Parkway\n5313\nMajestic Parkway\nBedford\nHeights\nOhio\n44146\n\nNo\n\n1.83\n\n2901\nE Heartland Drive\n2901\nEast Heartland Drive\nLiberty\nMissouri\n64068\n\nNo\n\n1.84\n\n1900\nInterstate Boulevard\n1900\nInterstate Boulevard\nLakeland\nFlorida\n33805\n\nNo\n\n1.85\n\n50\nHollow Tree Lane\n50\nHollow Tree Lane\nNewington\nConnecticut\n06111\n\nNo\n\n1.86\n\n440\nUS Highway 49 South\n440\nHighway 49 South\nRichland\nMississippi\n39218\n\nNo\n\n1.87\n\n7569\nGolf Course Boulevard\n7569\nGolf Course Boulevard\nPunta\nGorda\nFlorida\n33982\n\nNo\n\n1.88\n\n4401\n112th Street\n4401\n112th Street\nUrbandale\nIowa\n50322\n\nNo\n\n1.89\n\n105\nBusiness Park Drive\n105\nBusiness Park Drive\nRidgeland\nMississippi\n39157\n\nNo\n\n1.90\n\n7019\nHigh Grove Boulevard\n7019\nHigh Grove Boulevard\nBurr\nRidge\nIllinois\n60527\n\nNo\n\n2\n\nCompass\nStorage National Portfolio\nVarious\nVarious\nVarious\nVarious\n65,000,000.00\n\n5.85000%\n58\n3/6/2031\n0\n0.00125%\n0.00000%\n0.03000%\n0.00000%\nCREFI\nNAP\nNo\nNAP\nNo\nYes\n53,200,000\n5.85000%\n58\n3/6/2031\n0\n0.03000%\n\n2.01\n\nLiberty\n1695\nNY-52\nLiberty\nNew\nYork\n12754\n\nNo\n\n2.02\n\nNew\nHampton\n5\nCannon Hill Drive\nNew\nHampton\nNew\nYork\n10958\n\nNo\n\n2.03\n\nPhiladelphia\n12\nEast Oregon Avenue\nPhiladelphia\nPennsylvania\n19148\n\nNo\n\n2.04\n\nShelbyville\n1703\nGreen Lane\nShelbyville\nTennessee\n37160\n\nNo\n\n2.05\n\nMiddletown\n94\nDolson Avenue\nMiddletown\nNew\nYork\n10940\n\nNo\n\n2.06\n\nCarolina\nForest\n230\nVillage Center Boulevard\nMyrtle\nBeach\nSouth\nCarolina\n29579\n\nNo\n\n2.07\n\nMichigan\nCity\n951\nU.S. 20\nMichigan\nCity\nIndiana\n46360\n\nNo\n\n2.08\n\nMerrillville\n4220\nUS-30\nMerrillville\nIndiana\n46410\n\nNo\n\n2.09\n\nCincinnati\nI\n4700\nWilmer Court\nCincinnati\nOhio\n45226\n\nYes\n- AE\n\n2.10\n\nFlorence\n10000\nSam Neace Drive\nFlorence\nKentucky\n41042\n\nNo\n\n2.11\n\nWarrensville\nHeights\n24900\nEmery Road\nWarrensville\nHeights\nOhio\n44128\n\nNo\n\n2.12\n\nCincinnati\nII\n3951\n9 Mile Road\nCincinnati\nOhio\n45255\n\nNo\n\n2.13\n\nSouth\nBend\n6482\nWest Brick Road\nSouth\nBend\nIndiana\n46628\n\nNo\n\n2.14\n\nHebron\n2020\nNorthside Drive\nHebron\nKentucky\n41048\n\nNo\n\n2.15\n\nHamilton\n9343\nPrinceton Glendale Road\nHamilton\nOhio\n45011\n\nNo\n\n3\n\nChateau\nMarmont\n8201-8209,\n8215 and 8221 West Sunset Boulevard and\n\n8220 and 8224 Monteel Road\nLos\nAngeles\nCalifornia\n90046\n65,000,000.00\nNo\n6.51000%\n59\n4/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nCREFI\nNAP\nNo\nNAP\nNo\n\n4\n\nPinnacle\nTower\n5001-5005\nLyndon B. Johnson Freeway\nFarmers\nBranch\nTexas\n75244\n65,000,000.00\nNo\n6.45100%\n58\n3/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nGSMC\nNAP\nNo\nNAP\nNo\nYes\n35,000,000\n6.45100%\n58\n3/6/2031\n0\n0.00125%\n\n5\n\nHarris\nBuilding\n13024\nBallantyne Corporate Place\nCharlotte\nNorth\nCarolina\n28277\n64,000,000.00\nNo\n6.36700%\n59\n4/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nGACC\nNAP\nNo\nNAP\nNo\n\n6\n\nFour\nPoints by Sheraton Times Square - Leased Fee\n326\nWest 40th Street\nNew\nYork\nNew\nYork\n10018\n49,500,000.00\nNo\n5.80000%\n60\n5/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nCREFI\nNAP\nNo\nNAP\nNo\n\n7\n\nStorQuest\nSelf-Storage Five-Pack\nVarious\nVarious\nVarious\nVarious\n40,216,000.00\n\n6.20300%\n59\n4/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nGSMC\nNAP\nNo\nNAP\nNo\n\n7.01\n\nStorQuest\nNaples\n8890\nFounders Square Drive\nNaples\nFlorida\n34120\n\nYes\n- AH\n\n7.02\n\nStorQuest\nPort Chester\n2\nHighland Street\nPort\nChester\nNew\nYork\n10573\n\nYes\n- AE\n\n7.03\n\nStorQuest\nGolden\n1220\nIsabell Street\nGolden\nColorado\n80401\n\nYes\n- AE\n\n7.04\n\nStorQuest\nNew Haven\n43\nRiver Street\nNew\nHaven\nConnecticut\n06513\n\nYes\n- AE\n\n7.05\n\nStorQuest\nTucson\n4555\nNorth 1st Avenue\nTucson\nArizona\n85718\n\nNo\n\n8\n\nWestchester\nApartments\n4815\nWestchester Drive\nAustintown\nOhio\n44515\n38,000,000.00\nNo\n6.85000%\n60\n5/6/2031\n0\n0.00125%\n0.00000%\n0.03000%\n0.00000%\nCREFI\nNAP\nNo\nNAP\nNo\n\n9\n\nMarriott\nSavannah Riverfront\n100\nGeneral McIntosh Boulevard\nSavannah\nGeorgia\n31401\n31,959,867.92\nYes\n- AE, A1-A30\n6.90000%\n59\n4/6/2031\n299\n0.00125%\n0.00000%\n0.00000%\n0.00125%\nBarclays\nNAP\nNo\nNAP\nNo\n\n10\n\n1\nWilloughby Square\n235\nDuffield Street\nBrooklyn\nNew\nYork\n11201\n25,000,000.00\nNo\n6.78600%\n56\n1/6/2031\n0\n0.00125%\n0.00000%\n0.00000%\n0.00125%\nGACC\nNAP\nNo\nNAP\nNo\n\n11\n(1)\nONX\nIndustrial Campus\n6600\nNew Venture Gear Drive\nDeWitt\nNew\nYork\n13057\n22,000,000.00\nNo\n7.21000%\n60\n5/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nBarclays\nNAP\nNo\nNAP\nNo\nYes\n53,000,000\n7.21000%\n60\n5/6/2031\n0\n0.00125%\n\n12\n\nHampton\nInn Queen Creek\n20768\nEast Maya Road\nQueen\nCreek\nArizona\n85142\n18,500,000.00\nNo\n7.27000%\n59\n4/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nCREFI\nNAP\nNo\nNAP\nNo\n\n13\n\nHGI\nAlbany\n101\nSouth Front Street\nAlbany\nGeorgia\n31701\n17,300,000.00\nNo\n7.30300%\n60\n5/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nGACC\nNAP\nNo\nNAP\nNo\n\n14\n\nEmbassy\nPlaza\n3800-3986\nWest Ina Road\nTucson\nArizona\n85741\n16,660,000.00\nNo\n6.59000%\n59\n4/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nCREFI\nNAP\nNo\nNAP\nNo\n\n15\n\n129\nRussell & 506 Warren Street\nVarious\nBrooklyn\nNew\nYork\nVarious\n15,200,000.00\n\n6.54000%\n60\n5/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nCREFI\nNAP\nNo\nNAP\nNo\n\n15.01\n\n129\nRussell Street\n129\nRussell Street\nBrooklyn\nNew\nYork\n11222\n\nNo\n\n15.02\n\n506\nWarren Street\n506\nWarren Street\nBrooklyn\nNew\nYork\n11217\n\nNo\n\n16\n\n535\n& 545 5th Avenue\n535-545\nFifth Avenue\nNew\nYork\nNew\nYork\n10017\n14,983,870.97\nNo\n7.06000%\n56\n1/9/2031\n3716\n0.00125%\n0.00000%\n0.00000%\n0.00125%\nGACC\nNAP\nNo\nNAP\nNo\n\n17\n\nCanterbury\nApartments\n7955\nKingsmead Way\nIndianapolis\nIndiana\n46226\n12,800,000.00\nNo\n7.05800%\n59\n4/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nBarclays\nNAP\nNo\nNAP\nNo\n\n18\n\nDel\nRey Campus\n4800,\n4820, 4840 Alla Road\nLos\nAngeles\nCalifornia\n90066\n12,500,000.00\nNo\n6.94990%\n58\n3/6/2031\n0\n0.00125%\n0.00000%\n0.00000%\n0.00125%\nGSMC\nNAP\nNo\nNAP\nNo\n\n19\n\nSpring\nOaks MHC\n22014\nSpring Oaks Drive\nSpring\nTexas\n77389\n11,850,000.00\nNo\n6.46200%\n60\n5/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nGSMC\nNAP\nNo\nNAP\nNo\n\n20\n\nChapel\nHill Commons\n4919\nFlat Shoals Parkway\nDecatur\nGeorgia\n30034\n11,500,000.00\nNo\n6.53200%\n59\n4/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nGSMC\nNAP\nNo\nNAP\nNo\n\n21\n\nBrooklyn\nPackage\nVarious\nBrooklyn\nNew\nYork\nVarious\n10,450,000.00\n\n6.32500%\n59\n4/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nGSMC\nNAP\nNo\nNAP\nNo\n\n21.01\n\n664-668\nRutland Road\n664-668\nRutland Road\nBrooklyn\nNew\nYork\n11203\n\nNo\n\n21.02\n\n316\nPatchen Avenue\n316\nPatchen Avenue\nBrooklyn\nNew\nYork\n11233\n\nNo\n\n21.03\n\n1689\nSterling Place\n1689\nSterling Place\nBrooklyn\nNew\nYork\n11233\n\nNo\n\n22\n\n400\nArcola Road\n400\nArcola Road\nCollegeville\nPennsylvania\n19426\n10,000,000.00\nNo\n6.78100%\n58\n3/6/2031\n0\n0.00125%\n0.00000%\n0.00000%\n0.00125%\nGSMC\nNAP\nNo\nNAP\nNo\n\n23\n\niLock\nSelf Storage\n1640\nAllen Road\nGreenville\nNorth\nCarolina\n27834\n9,500,000.00\nNo\n6.42100%\n59\n4/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nGSMC\nNAP\nNo\nNAP\nNo\n\n24\n\n550\nW 172nd Street & 565 W 171st Street\nVarious\nNew\nYork\nNew\nYork\n10032\n8,300,000.00\n\n6.63000%\n60\n5/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nCREFI\nNAP\nNo\nNAP\nNo\n\n24.01\n\n550\nW 172nd Street\n550\nWest 172nd Street\nNew\nYork\nNew\nYork\n10032\n\nNo\n\n24.02\n\n565\nW 171st Street\n565\nWest 171st Street\nNew\nYork\nNew\nYork\n10032\n\nNo\n\n25\n\nBulldog\nCrossing Apartments\n148\nOld Will Hunter Road\nAthens\nGeorgia\n30606\n8,100,000.00\nNo\n6.98800%\n59\n4/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nGACC\nNAP\nNo\nNAP\nNo\n\n26\n\n270\nManhattan Avenue\n270\nManhattan Avenue\nBrooklyn\nNew\nYork\n11211\n6,725,000.00\nNo\n5.89100%\n60\n5/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nGSMC\nNAP\nNo\nNAP\nNo\n\n27\n\n49\nWalker Street\n49\nWalker Street\nNew\nYork\nNew\nYork\n10013\n6,650,000.00\nNo\n6.54600%\n60\n5/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nGACC\nNAP\nNo\nNAP\nNo\n\n28\n\nSpringhill\nSuites Jacksonville\n13550\nAirport Court\nJacksonville\nFlorida\n32218\n6,500,000.00\nYes\n- AE\n7.69900%\n59\n4/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nGACC\nNAP\nNo\nNAP\nNo\n\n29\n\n135\nChristopher Street\n135\nChristopher Street\nNew\nYork\nNew\nYork\n10014\n6,400,000.00\nNo\n5.83100%\n59\n4/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nGACC\nNAP\nNo\nNAP\nNo\n\n30\n\n92\nManhattan\n92\nManhattan Avenue\nBrooklyn\nNew\nYork\n11206\n5,450,000.00\nNo\n6.03700%\n58\n3/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nGSMC\nNAP\nNo\nNAP\nNo\n\n31\n\nSecurCare\nSelf Storage Portfolio\n3016\nSouth Cooper Street, 2331 South Collins Street and\n\n2306 North Collins Street\nArlington\nTexas\n76015,\n76014 and 76011\n4,060,000.00\nNo\n6.29371%\n60\n5/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nGACC\nNAP\nNo\nNAP\nNo\n\n32\n\n850\nFlushing\n850\nFlushing Avenue\nBrooklyn\nNew\nYork\n11206\n3,550,000.00\nNo\n6.07000%\n59\n4/6/2031\n0\n0.00125%\n0.00125%\n0.00000%\n0.00000%\nGSMC\nNAP\nNo\nNAP\nNo\n\n(1)\nWith respect to the ONX Industrial Campus mortgage loan, from and after the related Servicing Shift Date, the Subservicing Fee Rate shall be 0.00000%, the Primary Servicing Fee Rate shall be 0.00000%, the Outside Servicing Fee Rate shall be 0.00125%, the Serviced Companion Loan Servicing Fee Rate shall be 0.00000%, and such Mortgage Loan will no longer be part of a Serviced Whole Loan.\n\n**EXHIBIT C**\n\n**FORM OF REQUEST FOR RELEASE**\n\n(for Certificate Administrator)\n\n \n\nLoan Information:\n\nName of Mortgagor: __________________\n\nMaster Servicer Loan No.: __________________\n\nCertificate Administrator: Citibank, N.A.\n\nAddress:\n\n388 Greenwich Street, 26th Floor\n\nNew York, New York 10013\n\nAttention: Global Transaction Services — Benchmark 2026-V22\n\nEmail:\nratingagencynotice@citi.com\n\n1000 Technology Drive\n\nMS 470\n\nO’Fallon, Missouri 63368\n\nAttention:\nTracy Thompson/Kia Watson – Benchmark 2026-V22\n\nCustodian Mortgage File No.: __________________\n\n[Seller]\n\nName: __________________\n\nAddress: __________________\n\n__________________\n\nRe:\nBenchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, Class [__]\n\nThe undersigned [Master Servicer][Special\nServicer][Outside Servicer][Outside Special Servicer] hereby requests delivery from Citibank, N.A., as Certificate Administrator, for\nthe Holders of Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, the documents referred\nto below (the “Documents”). All capitalized terms not otherwise defined in this Request for Release shall have the\nmeanings given them in the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and Servicing Agreement”),\nbetween Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer,\nBellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington\nSavings Fund Society, FSB, as Trustee.\n\n(  )                             Note dated\n_________, _____, in the original principal sum of $_____, made by _______, payable to, or endorsed to the order of, the Trustee.\n\nC-1\n\n(  )                             Mortgage\nrecorded on ____________ as instrument no. ________ in the County Recorder’s Office of the County of _______________, State of _________________\nin book/reel/docket ___________ of official records at page/image ________.\n\n(  )                             Deed of\ntrust recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ____________, State of\n_______ in book/reel/docket ____________ of official records at page/image.\n\n(  )                             Assignment\nof Mortgage or deed of trust to the Trustee, recorded on _____________ as instrument no. _______ in the County Recorder’s Office\nof the County of _________, State of _______ in book/reel/docket __________ of official records at page/image _____________.\n\n(  )                             Other documents,\nincluding any amendments, assignments or other assumptions of the Note or Mortgage.\n\n(  )\n\n(  )\n\n(  )\n\n(  )\n\nThe undersigned [Master Servicer][Special\nServicer][Outside Servicer][Outside Special Servicer] hereby acknowledges and agrees as follows:\n\n(i)                                The\nundersigned [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall hold and retain possession of the Documents\nin trust for the benefit of the Trustee, solely for the purposes provided in the Agreement.\n\n(ii)                             The\nundersigned [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall not cause or permit the Documents to\nbecome subject to, or encumbered by, any claim, liens, security interest, charges, writs of attachment or other impositions nor shall\nthe undersigned [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] assert or seek to assert any claims or\nrights of set-off to or against the Documents or any proceeds thereof.\n\n(iii)                          The\nundersigned [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall return the Documents to the Certificate\nAdministrator when the need therefor no longer exists, unless the [Mortgage Loan][IF APPLICABLE: Trust Subordinate Companion Loan] relating\nto the Documents has been liquidated and the proceeds thereof have been remitted to the Collection Account and except as expressly provided\nin the Agreement.\n\n(iv)                         The\nDocuments and any proceeds thereof, including any proceeds of proceeds, coming into the possession or control of the undersigned [Master\nServicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall at all times be earmarked for the account of the Trustee,\nand the undersigned [Master Servicer][Special Servicer][Outside\n\nC-2\n\nServicer][Outside Special Servicer] shall keep\nthe Documents and any proceeds separate and distinct from all other property in the undersigned [Master Servicer][Special Servicer][Outside\nServicer][Outside Special Servicer]’s possession, custody or control.\n\n[MASTER SERVICER/SPECIAL SERVICER]\n\n[OUTSIDE SERVICER/ OUTSIDE\n\nSPECIAL SERVICER]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\nC-3\n\n**EXHIBIT D**\n\n**FORM OF DISTRIBUTION DATE STATEMENT**\n\n \n\nD-1\n\nDistribution\nDate:\n\nDetermination\nDate:\n\n**CONTACT\nINFORMATION**\n** **\n**CONTENTS**\n\nDistribution Summary\n2\n\nDistribution Summary (Factors)\n3\n\nInterest Distribution Detail\n4\n\nPrincipal Distribution Detail\n5\n\nReconciliation Detail\n6\n\nMortgage Loan Detail\n7\n\nNOI Detail\n8\n\nDelinquency Loan Detail\n9\n\nAppraisal Reduction Detail Loan\n11\n\nModification Detail Specially\n13\n\nServiced Loan Detail\n15\n\nUnscheduled Principal Detail\n17\n\nLiquidated Loan Detail\n19\n\n**Deal\nContact:**\n\nReports Available at sf.citidirect.comPage 1 of 20© Copyright Citigroup\n\nDistribution\nDate:\n\nDetermination\nDate:\n\n**Distribution\nSummary**\n\n**DISTRIBUTION IN DOLLARS**\n\nClass\n\n(1)\nOriginal\n\nBalance\n\n(2)\nPrior\n\nPrincipal\n\nBalance\n\n(3)\nPass-\n\nThrough\n\nRate\n\n(4)\nAccrual\n\nDay Count\n\nFraction (5)\nAccrual\n\nDates\n\n(6)\nInterest\n\nDistributed\n\n(7)\nPrincipal\n\nDistributed\n\n(8)\nYield\n\nMaintenance\n\nDistributed\n\n(9)\nPrepayment\n\nPenalties\n\nDistributed\n\n(10)\nTotal\n\nDistributed\n\n(11)=(7+8+9+10)\nDeferred\n\nInterest (12)\nRealized\n\nLoss\n\n(13)\nCurrent\n\nPrincipal\n\nBalance\n\n(14)=(3-8+12-13)\n\nTotals\n\n**Notional Classes**\n\nTotals\n\nReports Available at sf.citidirect.comPage 2 of 20© Copyright Citigroup\n\nDistribution\nDate:\n\nDetermination\nDate:\n\n**Distribution\nSummary (Factors)**\n\n**PER\n$1,000 OF ORIGINAL BALANCE**\n\nClass\nCUSIP\nRecord\n\nDate\nPrior\n\nPrincipal\n\nBalance\n\n(3/2 x 1000)\nInterest\n\nDistributed\n\n(7/2 x 1000)\nPrincipal\n\nDistributed\n\n(8/2 x 1000)\nYield\n\nMaintenance\n\nDistributed\n\n(9)/(2) x 1000\nPrepayment\n\nPenalties\n\nDistributed\n\n(10)/(2) x 1000\nTotal\n\nDistributed\n\n(11/2 x 1000)\nDeferred\n\nInterest\n\n(12/2 x 1000)\nRealized\n\nLoss\n\n(13/2 x 1000)\nCurrent\n\nPrincipal\n\nBalance\n\n(142 x 1000)\n\nReports Available at sf.citidirect.comPage 3 of 20© Copyright Citigroup\n\nDistribution\nDate:\n\nDetermination\nDate:\n\n**Interest\nDistribution Detail**\n\n**DISTRIBUTION IN DOLLARS**\n\nClass\n\n(1)\nPrior\n\nPrincipal\n\nBalance\n\n(2)\nPass-\n\nThrough\n\nRate\n\n(3)\nNext\nPass-\n\nThrough\n\nRate\n\n(4)\nAccrual\n\nDay Count\n\nFraction\n\n(5)\nOptimal\n\nAccrued\n\nInterest\n\n(6)\nPrior\n\nUnpaid\n\nInterest\n\n(7)\nInterest\non\n\nPrior Unpaid\n\nInterest\n\n(8)\nNon-Recov.\n\nInterest\n\nShortfall\n\n(9)\nInterest\n\nDue\n\n(10)=(6)+(7)+(8)-(9)\nDeferred\n\nInterest\n\n(11)\nInterest\n\nDistributed\n\n(12)\nCurrent\n\nUnpaid\n\nInterest\n\n(13)=(10)-(11)-(12)\n\nTotals\n\n**Notional Classes**\n\nTotals\n\nReports Available at sf.citidirect.comPage 4 of 20© Copyright Citigroup\n\nDistribution\nDate:\n\nDetermination\nDate:\n\n**Principal\nDistribution Detail**\n\n** DISTRIBUTION IN DOLLARS**\n\nClass\n\n(1)\nOriginal\n\nBalance\n\n(2)\nPrior\n\nPrincipal\n\nBalance\n\n(3)\nScheduled\n\nPrincipal\n\nDistribution\n\n(4)\nUnscheduled\n\nPrincipal\n\nDistribution\n\n(5)\nAccreted\n\nPrincipal\n\n(6)\nCurrent\n\nRealized\n\nLoss\n\n(7)\nCurrent\n\nPrincipal\n\nRecoveries\n\n(8)\nCurrent\n\nPrincipal\n\nBalance\n\n(9)=(3)-(4)-(5)+(6)-(7)+(8)\nCumulative\n\nRealized\n\nLoss\n\n(10)\nOriginal\n\nClass\n\n(%)\n\n(11)\nCurrent\n\nClass\n\n(%)\n\n(12)\nOriginal\n\nCredit\n\nSupport\n\n(13)\nCurrent\n\nCredit\n\nSupport\n\n(14)\n\nReports Available at sf.citidirect.comPage 5 of 20© Copyright Citigroup\n\nDistribution\nDate:\n\nDetermination\nDate:\n\n**Reconciliation\nDetail**\n\n**SOURCE\nOF FUNDS**\n**ALLOCATION\nOF FUNDS**\n\nInterest\nFunds Available\n\nScheduled\nFees\n\nTotal\nInterest Funds Available:\n\nTotal\nScheduled Fees:\n\nPrincipal\nFunds Available\n\nAdditional\nFees, Expenses, etc.\n\nTotal\nPrincipal Funds Available:\n\nTotal\nAdditional Fees, Expenses, etc.:\n\nOther\nFunds Available\n\nDistribution\nto Certificateholders\n\nTotal\nOther Funds Available:\n\nTotal\nDistribution to Certificateholders:\n\nTotal\nFunds Available\n\nTotal\nFunds Allocated\n\nReports Available at sf.citidirect.comPage 6 of 20© Copyright Citigroup\n\nDistribution\nDate:\n\nDetermination\nDate:\n\n**Mortgage\nLoan Detail**\n\nLoan\nOMCR\nProperty\n\nType\nCity\nState\nInterest\n\nPayment\nPrincipal\n\nPayment\nGross Coupon\nMaturity Date\nNeg\n\nAm\n\nFlag\nBeginning\n\nScheduled\n\nBalance\nEnding\n\nScheduled\n\nBalance\nPaid\n\nThrough\n\nDate\nApprasial\n\nReduction\n\nDate\nApprasial\n\nReduction\n\nAmount\nPayment\n\nStatus of\n\nLoan (1)\nWorkout\n\nStrategy\n\n(2)\nMod.\n\nCode\n\n(3)\n\nTotals\n\n**Payment\nStatus of Loan (1)**\n**Workout Strategy\n(2)**\n** **\n\nA.\nIn Grace Period\n3.\n90+ Days Delinquent\n1.\nModification\n7. REO\n13. Other or TBD\n\nB.\nLate, but less than 30 Days\n4.\nPerforming Matured Balloon\n2.\nForeclosure\n8. Resolved\n98. Not Provided By Servicer\n\n0. Current\n5.\nNon Performing Matured Balloon\n3.\nBankruptcy\n9. Pending Return to Master Servicer\n\n1. 30-59 Days Delinquent\n7.\nForeclosure\n4. Extension\n10. Deed In Lieu of Foreclosure\n\n2. 60-89 Days Delinquent\n9. REO\n5. Note Sale\n11. Full Payoff\n\n6. DPO\n12. Reps and Warranties\n\n**Mod. Code (3)**\n\n1.\nMaturity Date Extension\n7. Capitalization of Taxes\n\n2. Amortization Change\n8. Other\n\n3. Principal Write-Off\n9. Combination\n\n4. Blank (formerly Combination)\n\n5. Temporary Rate Reduction\n\n6. Capitalization of Interest\n\nReports Available at sf.citidirect.comPage 7 of 20© Copyright Citigroup\n\nDistribution\nDate:\n\nDetermination\nDate:\n\n**NOI\nDetail**\n\nLoan\n\nNumber\nOMCR\nProperty Type\nCity\nState\nEnding\n\nScheduled\n\nBalance\nMost\n\nRecent\n\nFiscal NOI\nMost\n\nRecent\n\nNOI\nMost Recent\n\nNOI\n\nStart Date\nMost Recent\n\nNOI\n\nEnd Date\n\nTotals\n\nReports Available at sf.citidirect.comPage 8 of 20© Copyright Citigroup\n\nDistribution\nDate:\n\nDetermination\nDate:\n\n**Delinquency\nLoan Detail**\n\nLoan Number\nOMCR\n# of Months Delinq\nActual Principal Balance\nPaid Through Date\nCurrent P & I Advances (Net of ASER)\nTotal P & I Advances Outstanding\nCumulative Accrued Unpaid Advance Interest\nOther Expense Advance Outstanding\nPayment Status of Loan (1)\nWorkout Strategy (2)\nMost Recent Special Serv Transfer Date\nForeclosure Date\nBankruptcy Date\nREO Date\n\n**There\nis no Delinquency Loan Detail for the current distribution period.**\n\nTotals\n\n**Payment\nStatus of Loan (1)**\n\nA. In Grace Period\n\n3. 90+ Days Delinquent\n\nB. Late, but less than 30\nDays\n\n4. Performing Matured Balloon\n\n0. Current\n\n5. Non Performing Matured\nBalloon\n\n1. 30-59 Days Delinquent\n\n7. Foreclosure\n\n2. 60-89 Days Delinquent\n\n9. REO\n\n**Workout\nStrategy (2)**\n\n1. Modification\n\n7. REO\n\n13. Other or\nTBD\n\n2. Foreclosure\n\n8. Resolved\n\n98. Not Provided By Servicer\n\n3. Bankruptcy\n\n9. Pending Return to Master\nServicer\n\n4. Extension\n\n10. Deed In Lieu of Foreclosure\n\n5. Note Sale\n\n11. Full Payoff\n\n6. DPO\n\n12. Reps and Warranties\n\nReports Available at sf.citidirect.comPage 9 of 20© Copyright Citigroup\n\nDistribution\nDate:\n\nDetermination\nDate:\n\n**Historical\nDelinquency Information**\n\nDistribution\n\nDate\nLess Than 1 Month\n1 Month\n2 Month\n3+ Month\nBankruptcy\nForeclosure\nREO\n\nEnd. Sched. Bal.\n#\nEnd. Sched. Bal.\n#\nEnd. Sched. Bal.\n#\nEnd. Sched. Bal.\n#\nEnd. Sched. Bal.\n#\nEnd. Sched. Bal.\n#\nEnd. Sched. Bal.\n#\n\n0.00\n0\n0.00\n0\n0.00\n0\n0.00\n0\n0.00\n0\n0.00\n0\n0.00\n0\n\n0.000%\n0.0%\n0.000%\n0.0%\n0.000%\n0.0%\n0.000%\n0.0%\n0.000%\n0.0%\n0.000%\n0.0%\n0.000%\n0.0%\n\nReports Available at sf.citidirect.comPage 10 of 20© Copyright Citigroup\n\nDistribution\nDate:\n\nDetermination\nDate:\n\n**Appraisal\nReduction Detail**\n\nLoan Number\nOMCR\nProperty Name\nAppraisal Reduction Amount\nAppraisal Reduction Date\nMost Recent ASER Amount\nCumulative ASER Amount\n\n**There\nis no Appraisal Reduction activity for the current distribution period.**\n\nTotals\n\nReports Available at sf.citidirect.comPage 11 of 20© Copyright Citigroup\n\nDistribution\nDate:\n\nDetermination\nDate:\n\n**Historical\nAppraisal Reduction Detail**\n\nDistribution\nDate\nLoan\nNumber\nOMCR\nProperty\nName\nAppraisal\nReduction Amount\nAppraisal\nReduction Date\nMost\nRecent ASER Amount\nCumulative\nASER Amount\n\n**There\nis no historical Appraisal Reduction activity.**\n\nTotals\n\nReports Available at sf.citidirect.comPage 12 of 20© Copyright Citigroup\n\nDistribution\nDate:\n\nDetermination\nDate:\n\n**Loan\nModification Detail**\n\nLoan Number\nOMCR\nProperty Name\nModification\n\nDate\nModification\n\nCode (1)\nModification\n\nDescription\n\n**There\nis no Loan Modification activity for the current distribution period.**\n\nTotals\n\n**Modification\nCode (1)**\n** **\n\n1. Maturity Date Extension\n7. Capitalization of Taxes\n\n2. Amortization Change\n8. Other\n\n3. Principal Write-Off\n9. Combination\n\n4. Blank (formerly Combination)\n\n5. Temporary Rate Reduction\n\n6. Capitalization of Interest\n\nReports Available at sf.citidirect.comPage 13 of 20© Copyright Citigroup\n\nDistribution\nDate:\n\nDetermination\nDate:\n\n**Historical\nLoan Modification Detail**\n\nDistribution\nDate\nLoan\nOMCR\nProperty\nName\nModification\n\nDate\nModification\n\nCode (1)\nModification\n\nDescription\n\n**There\nis no historical Loan Modification activity.**\n\nTotals\n\n**Modification\nCode (1)**\n** **\n\n1. Maturity Date Extension\n7. Capitalization of Taxes\n\n2. Amortization Change\n8. Other\n\n3. Principal Write-Off\n9. Combination\n\n4. Blank (formerly Combination)\n\n5. Temporary Rate Reduction\n\n6. Capitalization of Interest\n\nReports Available at sf.citidirect.comPage 14 of 20© Copyright Citigroup\n\nDistribution\nDate:\n\nDetermination\nDate:\n\n**Specially\nServiced Loan Detail**\n\nLoan\nOMCR\nWorkout Strategy (1)\nMost Recent Inspection Date\nMost Recent Specially Serviced Transfer\nDate\nMost Recent Appraisal Date\nMost Recent Appraisal Value\nOther REO Property Value\nComment from Special Servicer\n\n**There\nis no Specially Serviced Loan activity for the current distribution period. **\n\nTotals\n\n**Workout\nStrategy (1)**\n\n1. Modification\n7. REO\n13. Other or\nTBD\n\n2. Foreclosure\n8. Resolved\n98. Not Provided By Servicer\n\n3. Bankruptcy\n9. Pending Return to Master\nServicer\n\n4. Extension\n10. Deed In Lieu of Foreclosure\n\n5. Note Sale\n11. Full Payoff\n\n6. DPO\n12. Reps and Warranties\n\nReports Available at sf.citidirect.comPage 15 of 20© Copyright Citigroup\n\nDistribution\nDate:\n\nDetermination\nDate:\n\n**Historical\nSpecially Serviced Loan Detail**\n\nDistribution Date\nLoan Number\nOMCR\nSpec. Serviced Transfer Date\nWorkout Strategy (1)\nSpec. Serviced Loan to MS\nScheduled Balance\nActual Balance\nProperty Type (2)\nState\nInterest Rate\nNote Date\nNet Operating Income\nNet Operating Income Date\nDSC Ratio\nDSC Date\nMaturity Date\nWART\n\n**There\nis no historical Specially Serviced Loan activity.**\n\nTotals\n\n**Workout Strategy\n(1)**\n\n1. Modification\n7. REO\n13. Other or TBD\n\n2. Foreclosure\n8. Resolved\n98. Not Provided By Servicer\n\n3. Bankruptcy\n9. Pending Return to Master Servicer\n\n4. Extension\n10. Deed In Lieu of Foreclosure\n\n5. Note Sale\n11. Full Payoff\n\n6. DPO\n12. Reps and Warranties\n\nReports Available at sf.citidirect.comPage 16 of 20© Copyright Citigroup\n\nDistribution\nDate:\n\nDetermination\nDate:\n\n**Unscheduled\nPrincipal Detail**\n\nLoan\nNumber\nOMCR\nLiquidation\n/ Prepayment Date\nLiquidation\n/ Prepayment Code\nUnscheduled\nPrincipal Collections\nUnscheduled\nPrincipal Adjustments\nOther\nInterest Adjustment\nPrepayment\nInterest Excess (Shortfall)\nPrepayment\nPenalties\nYield\nMaintenance Charges\n\n**There\nis no unscheduled principal activity for the current distribution period.**\n\nTotals\n\n**Liquidation\n/ Prepayment Code (1)**\n\n1. Partial Liquidation (Curtailment)\n7. Not Used\n\n2. Payoff Prior To Maturity\n8. Payoff With Penalty\n\n3. Disposition / Liquidation\n9. Payoff With Yield Maintenance\n\n4. Repurchase / Substitution\n10. Curtailment With Penalty\n\n5. Full Payoff At Maturity\n11. Curtailment With Yield\n\n6. DPO\nMaintenance\n\nReports Available at sf.citidirect.comPage 17 of 20© Copyright Citigroup\n\nDistribution\nDate:\n\nDetermination\nDate:\n\n**Historical\nUnscheduled Principal Detail**\n\nDistribution Date\nLoan Number\nOMCR\nLiquidation / Prepayment Date\nLiquidation / Prepayment Code\nUnscheduled Principal Collections\nUnscheduled Principal Adjustments\nOther Interest Adjustment\nPrepayment Interest Excess (Shortfall)\nPrepayment Penality\nYield Maintenance Premium\n\nTotals\n**There\nis no historical unscheduled principal activity.**\n\n**Liquidation\n/ Prepayment Code (1)**\n\n1. Partial Liquidation (Curtailment)\n7. Not Used\n\n2. Payoff Prior To Maturity\n8. Payoff With Penalty\n\n3. Disposition / Liquidation\n9. Payoff With Yield Maintenance\n\n4. Repurchase / Substitution\n10. Curtailment With Penalty\n\n5. Full Payoff At Maturity\n11. Curtailment With Yield\n\n6. DPO\nMaintenance\n\nReports Available at sf.citidirect.comPage 18 of 20© Copyright Citigroup\n\nDistribution\nDate:\n\nDetermination\nDate:\n\n**Liquidated\nLoan Detail**\n\nLoan\nNumber\nOMCR\nFinal\nRecovery Determ Date\nMost\nRecent Appraisal Date\nMost\nRecent Appraisal Value\nActual\nBalance\nGross\nProceeds\nProceeds\nas a % of Act Bal\nLiquidation\nExpenses\nNet\nLiquidation Proceeds\nNet\nProceeds as a % of Act Bal\nRealized\nLoss\nRepurchased\nby Seller (Y/N)\n\n**There\nis no Liquidated Loan activity for the current distribution period. **\n\nTotals\n\nReports Available at sf.citidirect.comPage 19 of 20© Copyright Citigroup\n\nDistribution\nDate:\n\nDetermination\nDate:\n\n**Historical\nLiquidated Loan Detail**\n\nDistribution Date\nLoan Number\nOMCR\nFinal Recovery Determ Date\nMost Recent Appraisal Date\nMost Recent Appraisal Value\nActual Balance\nGross Proceeds\nGross Proceeds as a % of Act Bal\nLiquidation Expenses\nNet Liquidation Proceeds\nNet Proceeds as a % of Act Bal\nRealized Loss\nRepurchased by Seller (Y/N)\n\n**There\nis no historical Liquidated Loan activity.**\n\nTotals\n\nReports Available at sf.citidirect.comPage 20 of 20© Copyright Citigroup\n\n**EXHIBIT E**\n\n**FORM OF TRANSFER CERTIFICATE\nFOR RULE 144A GLOBAL CERTIFICATE\nTO TEMPORARY REGULATION S GLOBAL CERTIFICATE**\n\n(Exchanges or transfers pursuant to\n\nSection 5.03(c) of the Pooling and Servicing Agreement)\n\nCitibank, N.A.,\n\nas Certificate Registrar\n\n480 Washington Boulevard, 16th Floor\n\nJersey City, New Jersey 07310\n\nAttention: Securities Window\n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, Class [__]\n\nReference is hereby made\nto the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and Servicing Agreement”), between Citigroup\nCommercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer, BellOak, LLC,\nas Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Savings Fund\nSociety, FSB, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing\nAgreement.\n\nThis letter relates to US\n$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Subject Certificates”)\nwhich are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with the\nDepository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange\nor transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Global Certificate of such Class\n(CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*\n(Common Code No. [______]).\n\nIn connection with such request\nand in respect of the Subject Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance\nwith the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S\n(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly\nthe Transferor does hereby certify that:\n\n(1)       the\noffer of the Subject Certificates was not made to a person in the “United States” (as defined in Regulation S);\n\n*\nSelect appropriate depository.\n\nE-1\n\n[(2)            at the time the buy\norder was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed\nand believes that the transferee was outside the United States;]**\n\n[(2)            the transaction was\nexecuted in, on or through the facilities of a “designated offshore securities market” (as defined in Regulation S) and neither\nthe Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**\n\n(3)       no\n“directed selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b)\nor 904(b) of Regulation S, as applicable;\n\n(4)       the\ntransaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and\n\n(5)       the\ntransferee is an institution.\n\nWe understand that this certificate\nis required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings\nare commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce\nthis certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit\nand the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer,\nSpecial Servicer, the Initial Purchasers and the Underwriters.\n\n[Insert Name of Transferor]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\ncc: Citigroup Commercial Mortgage Securities Inc.\n\n**             Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.\n\nE-2\n\n**EXHIBIT F**\n\n**FORM OF TRANSFER CERTIFICATE\nFOR RULE 144A GLOBAL CERTIFICATE\nTO REGULATION S GLOBAL CERTIFICATE**\n\n(Exchange or transfers pursuant to\n\nSection 5.03(d) of the Pooling and Servicing Agreement)\n\n \n\nCitibank, N.A.,\n\nas Certificate Registrar\n\n480 Washington Boulevard, 16th Floor\n\nJersey City, New Jersey 07310\n\nAttention: Securities Window\n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, Class [__]\n\nReference is hereby made\nto the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and Servicing Agreement”), between Citigroup\nCommercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer, BellOak, LLC,\nas Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Savings Fund\nSociety, FSB, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing\nAgreement.\n\nThis letter relates to US\n$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Subject Certificates”)\nwhich are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with the\nDepository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange\nor transfer of such beneficial interest for a beneficial interest in the Regulation S Global Certificate of such Class (CINS No.\n[______], ISIN No. [______], and Common Code No. [______]).\n\nIn connection with such request\nand in respect of the Subject Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance\nwith the transfer restrictions set forth in the Pooling and Servicing Agreement and, (i) with respect to transfers made in reliance\non Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),\nthe Transferor does hereby certify that:\n\n(1)       the\noffer of the Subject Certificates was not made to a person in the “United States” (as defined in Regulation S),\n\nF-1\n\n[(2)            at the time the buy\norder was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed\nand believes that the transferee was outside the United States,]*\n\n[(2)            the transaction was\nexecuted in, on or through the facilities of a “designated offshore securities market” (as defined in Regulation S) and neither\nthe Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *\n\n(3)       no\n“directed selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b)\nor 904(b) of Regulation S, as applicable,\n\n(4)       the\ntransaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and\n\n(5)       the\ntransferee is an institution.\n\nor (ii) with respect to transfers made\nin reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Subject Certificates are being transferred\nin a transaction permitted by Rule 144 under the Securities Act.**\n\nWe understand that this certificate\nis required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings\nare commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce\nthis certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit\nand the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer,\nSpecial Servicer, the Initial Purchasers and the Underwriters.\n\n[Insert Name of Transferor]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\ncc: Citigroup Commercial Mortgage Securities Inc.\n\n* Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.\n\n** Select (i) or (ii), as applicable.\n\nF-2\n\n**EXHIBIT G**\n\n**FORM OF TRANSFER CERTIFICATE\nFOR TEMPORARY REGULATION S GLOBAL CERTIFICATE\nTO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD**\n\n(Exchange or transfers pursuant to\n\nSection 5.03(e) of the Pooling and Servicing Agreement)\n\n \n\nCitibank, N.A.,\n\nas Certificate Registrar\n\n480 Washington Boulevard, 16th Floor\n\nJersey City, New Jersey 07310\n\nAttention: Securities Window\n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, Class [__]\n\nReference is hereby made\nto the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and Servicing Agreement”), between Citigroup\nCommercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer, BellOak, LLC,\nas Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Savings Fund\nSociety, FSB, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing\nAgreement.\n\nThis letter relates to US\n$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Subject Certificates”)\nwhich are held in the form of a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______]\nand ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through\nthe Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange\nor transfer of such beneficial interest for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).\n\nIn connection with such request,\nand in respect of the Subject Certificates, the Transferor does hereby certify that the Subject Certificates are being exchanged or transferred\nin accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities\nAct”), to a transferee that the Transferor reasonably believes is purchasing the Subject Certificates for its own account, or\nfor one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any such account\nis a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting the\n\n* Select appropriate depository.\n\nG-1\n\nrequirements of Rule 144A and in accordance\nwith any applicable securities laws of any state of the United States or other applicable jurisdiction.\n\nWe understand that this certificate\nis required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings\nare commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce\nthis certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit\nand the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer,\nSpecial Servicer, the Initial Purchasers and the Underwriters.\n\n[Insert Name of Transferor]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\ncc: Citigroup Commercial Mortgage Securities Inc.\n\nG-2\n\n**EXHIBIT H**\n\n**FORM OF CERTIFICATION TO BE GIVEN BY\nBENEFICIAL OWNER OF TEMPORARY\nREGULATION S GLOBAL CERTIFICATE**\n\n(Exchanges pursuant to\n\nSection 5.03(f) of the Pooling and Servicing Agreement)\n\n \n\nCitibank, N.A.,\n\nas Certificate Registrar\n\n480 Washington Boulevard, 16th Floor\n\nJersey City, New Jersey 07310\n\nAttention: Securities Window\n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, Class [__]\n\nReference is hereby made\nto the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and Servicing Agreement”), between Citigroup\nCommercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer, BellOak, LLC,\nas Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Savings Fund\nSociety, FSB, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing\nAgreement.\n\n[For purposes of acquiring\na beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration of the Restricted Period,]\n[For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class specified above,]*\nthe undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate of the Class specified above issued\nunder the Pooling and Servicing Agreement certifies that it is an institution that is not a “U.S. person” as defined by Regulation S\nunder the Securities Act of 1933, as amended.\n\nWe undertake to advise you\npromptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the Global Certificates\nof the Class specified above held by you for our account if any applicable statement herein is not correct on such date, and in the absence\nof any such notification it may be assumed that this certification applies as of such date.\n\nWe understand that this certificate\nis required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings\nare\n\n*\nSelect, as applicable.\n\nH-1\n\ncommenced or threatened in connection with\nwhich this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such\nproceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, Trustee,\nOperating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers\nand the Underwriters.\n\nDated:\n\nBy:\n\nas, or as agent for, the holder of a beneficial interest in the Trust Certificates to which this certificate relates.\n\nH-2\n\n**EXHIBIT I**\n\n**FORM OF TRANSFER CERTIFICATE\nFOR NON-BOOK ENTRY CERTIFICATE\nTO TEMPORARY REGULATION S GLOBAL CERTIFICATE**\n\n(Exchanges or transfers pursuant to\n\nSection 5.03(g) of the Pooling and Servicing Agreement)\n\n \n\nCitibank, N.A.,\n\nas Certificate Registrar\n\n480 Washington Boulevard, 16th Floor\n\nJersey City, New Jersey 07310\n\nAttention: Securities Window\n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, Class [__]\n\nReference is hereby made\nto the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and Servicing Agreement”), between Citigroup\nCommercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer, BellOak, LLC,\nas Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Savings Fund\nSociety, FSB, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing\nAgreement.\n\nThis letter relates to US\n$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Subject Certificates”)\nwhich are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]\n(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates for a\nbeneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No. [______]) to be held\nwith [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.\n\nIn connection with such request,\nand in respect of the Subject Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance\nwith the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S\n(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly\nthe Transferor does hereby certify that:\n\n*\nSelect appropriate depository.\n\nI-1\n\n(1)       the\noffer of the Subject Certificates was not made to a person in the “United States” (as defined in Regulation S);\n\n[(2)            at the time the buy\norder was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed\nand believes that the transferee was outside the United States;]**\n\n[(2)            the transaction was\nexecuted in, on or through the facilities of a “designated offshore securities market” (as defined in Regulation S) and neither\nthe Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **\n\n(3)       no\n“directed selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b)\nor 904(b) of Regulation S, as applicable;\n\n(4)       the\ntransaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and\n\n(5)       the\ntransferee is an institution.\n\nWe understand that this certificate\nis required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings\nare commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce\nthis certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit\nand the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer,\nSpecial Servicer, the Initial Purchasers and the Underwriters.\n\n[Insert Name of Transferor]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\ncc: Citigroup Commercial Mortgage Securities Inc.\n\n**             Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.\n\nI-2\n\n**EXHIBIT J**\n\n**FORM OF TRANSFER CERTIFICATE\nFOR NON-BOOK ENTRY CERTIFICATE\nTO REGULATION S GLOBAL CERTIFICATE**\n\n(Exchange or transfers pursuant to\n\nSection 5.03(g) of the Pooling and Servicing Agreement)\n\n \n\nCitibank, N.A.,\n\nas Certificate Registrar\n\n480 Washington Boulevard, 16th Floor\n\nJersey City, New Jersey 07310\n\nAttention: Securities Window\n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, Class [__]\n\nReference is hereby made\nto the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and Servicing Agreement”), between Citigroup\nCommercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer, BellOak, LLC,\nas Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Savings Fund\nSociety, FSB, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing\nAgreement.\n\nThis letter relates to US\n$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Subject Certificates”)\nwhich are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]\n(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates for a\nbeneficial interest in the Regulation S Global Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).\n\nIn connection with such request,\nand in respect of the Subject Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance\nwith the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S\n(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly\nthe Transferor does hereby certify that:\n\n(1)       the\noffer of the Subject Certificates was not made to a person in the “United States” (as defined in Regulation S);\n\nJ-1\n\n[(2)            at the time the buy\norder was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed\nand believes that the transferee was outside the United States;]*\n\n[(2)            the transaction was\nexecuted in, on or through the facilities of a “designated offshore securities market” (as defined in Regulation S) and neither\nthe Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] *\n\n(3)       no\n“directed selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b)\nor 904(b) of Regulation S, as applicable;\n\n(4)       the\ntransaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and\n\n(5)       the\ntransferee is an institution.\n\nWe understand that this certificate\nis required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings\nare commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce\nthis certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit\nand the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer,\nSpecial Servicer, the Initial Purchasers and the Underwriters.\n\n[Insert Name of Transferor]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\ncc: Citigroup Commercial Mortgage Securities Inc.\n\n*             Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.\n\nJ-2\n\n**EXHIBIT K**\n\n**FORM OF TRANSFER CERTIFICATE\nFOR NON-BOOK ENTRY CERTIFICATE\nTO RULE 144A GLOBAL CERTIFICATE**\n\n(Exchange or transfers pursuant to\n\nSection 5.03(g) of the Pooling and Servicing Agreement)\n\n \n\nCitibank, N.A.,\n\nas Certificate Registrar\n\n480 Washington Boulevard, 16th Floor\n\nJersey City, New Jersey 07310\n\nAttention: Securities Window\n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, Class [__]\n\nReference is hereby made\nto the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and Servicing Agreement”), between Citigroup\nCommercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer, BellOak, LLC,\nas Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Savings Fund\nSociety, FSB, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing\nAgreement.\n\nThis letter relates to US\n$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Subject Certificates”)\nwhich are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]\n(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial\ninterest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).\n\nIn connection with such request,\nand in respect of the Subject Certificates, the Transferor does hereby certify that the Subject Certificates are being exchanged or transferred\nin accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities\nAct”), to a transferee that the Transferor reasonably believes is purchasing the Subject Certificates for its own account, or\nfor one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any such account\nis a “qualified institutional buyer” within the meaning of Rule 144A, in each case in a transaction meeting the requirements\nof Rule 144A and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.\n\nWe understand that this certificate\nis required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings\nare\n\nK-1\n\ncommenced or threatened in connection with\nwhich this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such\nproceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, Trustee,\nOperating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers\nand the Underwriters.\n\n[Insert Name of Transferor]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\ncc: Citigroup Commercial Mortgage Securities Inc.\n\nK-2\n\n**EXHIBIT L-1**\n\n**FORM OF AFFIDAVIT PURSUANT TO\nSECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF\nTHE INTERNAL REVENUE CODE OF 1986, AS AMENDED**\n\n** **\n\nCitibank, N.A.,\n\nas Certificate Registrar\n\n480 Washington Boulevard, 16th Floor\n\nJersey City, New Jersey 07310\n\nAttention: Securities Window\n\n \n\n[Transferor]\n\n[______]\n\n[______]\n\nAttention: [______]\n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22 (the “Certificates”)\nissued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and Servicing Agreement”),\nbetween Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer,\nBellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington\nSavings Fund Society, FSB, as Trustee.\n\nSTATE OF\n)\n\n)\nss.:\n\nCOUNTY OF\n)\n\nCapitalized terms not defined\nherein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.\n\nI, [______], under penalties\nof perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete, and being\nfirst sworn, depose and say that:\n\n1.       I\nam a [______] of [______] (the “Purchaser”), on behalf\nof which I have the authority to make this affidavit.\n\n2.       The\nPurchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the two real estate mortgage investment\nconduits (each, a “REMIC”) designated as the “Lower-Tier REMIC” and the “Upper-Tier\nREMIC” (collectively, the “Trust\n\nL-1-1\n\nREMICs”), respectively, relating\nto the Certificates for which an election is to be made under Section 860D of the Internal Revenue Code of 1986 (the “Code”).\n\n3.       The\nPurchaser is not a “Disqualified Organization” (as\ndefined below), and that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee of, or with\na view to the transfer of direct or indirect record or beneficial ownership thereof, to a Disqualified Organization. For the purposes\nhereof, a Disqualified Organization is any of the following: (i) the United States, a State or any political subdivision of a State,\nany possession of the United States or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a\ncorporation if all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its\nboard of directors is not selected by any such governmental unit), (ii) a foreign government, International Organization or agency\nor instrumentality of either of the foregoing, (iii) an organization that is exempt from tax imposed by Chapter 1 of the Code (including\nthe tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1))\nwith respect to the Class R Certificates (except certain farmers’ cooperatives described in Code Section 521), (iv) rural electric\nand telephone cooperatives described in Code Section 1381(a)(2) or (v) any other Person so designated by the Certificate Registrar\nbased upon an opinion of counsel to the effect that any transfer to such Person may cause any Trust REMIC to be subject to tax or to fail\nto qualify as a REMIC at any time that the Certificates are outstanding. The terms “United\nStates”, “State” and “international\norganization” shall have the meanings set forth in Section 7701 of the Code.\n\n4.       The\nPurchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,\non an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.\n\n5.       The\nPurchaser is a Permitted Transferee. For the purpose hereof, a “Permitted Transferee” is any Person or agent of such\nPerson other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who is unable to provide\nan Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer) to the effect that the transfer of\nan ownership interest in any Class R Certificate to such Person will not cause any Trust REMIC to fail to qualify as a REMIC at any time\nthat the Certificates are outstanding, (c) a Disqualified Non-U.S. Tax Person, (d) an entity treated as a U.S. partnership if any of its\npartners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership agreement) a\nDisqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to which income from a Class R Certificate is attributable to a\nforeign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S.\nTax Person.\n\n6.       No\npurpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.\n\n7.       The\nPurchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within\nthe meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Tax Person.\n\nL-1-2\n\n8.       Check\nthe applicable paragraph:\n\n☐                 The present value\nof the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum of:\n\n(i)                the\npresent value of any consideration given to the Purchaser to acquire such Class R Certificate;\n\n(ii)             the\npresent value of the expected future distributions on such Class R Certificate; and\n\n(iii)          the\npresent value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.\n\nFor purposes of this calculation,\n(i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but the tax rate\nin Section 55(b)(1)(B) of the Code (as in effect for tax years beginning on or before December 31, 2017) may be used in lieu\nof the highest rate specified in Section 11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under\nSection 55 of the Code in the preceding two years and will compute its taxable income in the current taxable year using the alternative\nminimum tax rate) and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed\nby Section 1274(d) of the Code for the month of the transfer and the compounding period used by the Purchaser.\n\n☐                  The transfer\nof the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,\n\n(i)                the\nPurchaser is an “eligible corporation”, as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income\nfrom the Class R Certificate will only be taxed in the United States;\n\n(ii)             at\nthe time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser\nhad gross assets for financial reporting purposes (excluding any obligation of a Person related to the Purchaser within the meaning of\nU.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;\n\n(iii)          the\nPurchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations\nSection 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Treasury Regulations Sections 1.860E-1(c)(4)(i), (ii) and\n(iii) and Treasury Regulations Section 1.860E-1(c)(5); and\n\n(iv)         the\nPurchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,\nbut not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and\nother factors specific to the Purchaser) that it has determined in good faith.\n\n☐                  None of the above.\n\nL-1-3\n\n9.       The\nPurchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser\nintends to pay taxes associated with holding the Class R Certificates as they become due.\n\n10.     The\nPurchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated\nby such Certificate.\n\n11.     The\nPurchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless the\nPurchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement in substantially\nthe same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any such transfer to any Person\nthat does not provide an affidavit and agreement in substantially the same form as this affidavit and agreement or as to which the Purchaser\nhas actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman)\nfor a Person that is not a Permitted Transferee.\n\n12.     The\nPurchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any Person that is not a Permitted\nTransferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a Permitted Transferee.\n\n13.     The\nPurchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute\na reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.\n\n14.     The\nPurchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions is\nset forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.\n\n15.     The\nPurchaser consents (a) to the designation of the Certificate Administrator as the “partnership representative” within the\nmeaning of Code Section 6223 (to the extent such provision is applicable to the Trust REMICs) of each Trust REMIC pursuant to Section\n4.04(a) of the Pooling and Servicing Agreement and (b) to the Certificate Administrator making any elections allowed to avoid (i) the\napplication of Code Section 6221 to the Trust REMIC and (ii) payment by the Trust REMIC under Code Section 6225 of any tax, penalty, interest\nor other amount imposed under the Code that would otherwise be imposed on the holders of the Class R Certificates.\n\nCapitalized terms used but\nnot defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.\n\nL-1-4\n\nIN WITNESS WHEREOF, the Purchaser\nhas caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________, 20__.\n\nBy:\n\nName:\n\nTitle:\n\nBy:\n\nName:\n\nTitle:\n\nOn this ____ day of _______20__,\nbefore me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared\n______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument\nand to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me that they\nexecuted the same as their respective free acts and deeds and as the free act and deed of the Purchaser.\n\nNOTARY PUBLIC in and for the\n\nState of\n\n[SEAL]\n\nMy Commission expires:\n\nL-1-5\n\n**EXHIBIT L-2A**\n\n**FORM OF TRANSFEROR LETTER for\ntransfer of class r certificates**\n\n[Date]\n\nCitibank, N.A.,\n\nas Certificate Registrar\n\n480 Washington Boulevard, 16th Floor\n\nJersey City, New Jersey 07310\n\nAttention: Securities Window\n\n \n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, Class R (the “Class R Certificates”)\n\nLadies and Gentlemen:\n\nThis letter is delivered\nto you in connection with the transfer by [______] (the “Transferor”)\nto [______] (the “Transferee”) of Class R Certificates\nevidencing a [__]% Percentage Interest in such Class (the “Transferred Residual\nCertificates”). The Class R Certificates, including the Transferred Residual Certificates, were issued pursuant to the\nPooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and Servicing Agreement”), between Citigroup\nCommercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer, BellOak, LLC,\nas Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Savings Fund\nSociety, FSB, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in\nthe Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:\n\n(1)       No\npurpose of the Transferor relating to the transfer of the Transferred Residual Certificates by the Transferor to the Transferee is or\nwill be to impede the assessment or collection of any tax.\n\n(2)       The\nTransferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the Pooling\nand Servicing Agreement as Exhibit L-1. The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee (as defined\nin such Transfer Affidavit and Agreement) and has no actual knowledge or reason to know that the Transferee’s representations in\nclause (9) of such Transfer Affidavit and Agreement are false.\n\n(3)       The\nTransferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated\nby Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that\nthe Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the Transferee\nwill not continue to pay its debts as they become due in\n\nL-2A-1\n\nthe future. The Transferor understands that\nthe transfer of the Transferred Residual Certificates may not be respected for United States income tax purposes (and the Transferor may\ncontinue to be liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.\n\nVery\ntruly yours,\n\n(Transferor)\n\nBy:\n\nName:\n\nTitle:\n\nL-2A-2\n\n**EXHIBIT L-2B**\n\n**FORM OF TRANSFEROR LETTER FOR TRANSFER\nOF NON-BOOK ENTRY\nCERTIFICATES (OTHER THAN PUBLIC CERTIFICATES)**\n\n[Date]\n\nCitibank, N.A.,\n\nas Certificate Registrar\n\n480 Washington Boulevard, 16th Floor\n\nJersey City, New Jersey 07310\n\nAttention: Securities Window\n\n \n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, (the “Certificates”)\n\nLadies and Gentlemen:\n\nThis letter is delivered\nto you in connection with the transfer by [______] (the “Transferor”)\nto [______] (the “Transferee”) of [$[______] aggregate\n[principal balance][notional amount]][[__]% Percentage Interest] of the Class [___] Certificates (the “Transferred Certificate”)\nwhich are held in the form of [a beneficial interest in the [Rule 144A][Regulation S] Global Certificate][Non-Book Entry Certificate]\nof such Class (CUSIP No. [______]). The Transferor has requested a transfer of such [beneficial interest][Non-Book Entry Certificate]\nfor a Non-Book Entry Certificate of such Class (CUSIP No. [______]). The Trust Certificates, including the Transferred Certificate, were\nissued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and Servicing Agreement”),\nbetween Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer,\nBellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington\nSavings Fund Society, FSB, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling\nand Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:\n\n(1)       The\nTransferor is the lawful owner of the Transferred Certificate with the full right to transfer such Trust Certificate free from any and\nall claims and encumbrances whatsoever.\n\n(2)       Neither\nthe Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Trust Certificate,\nany interest in any Trust Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or\naccept a transfer, pledge or other disposition of any Trust Certificate, any interest in any Trust Certificate or any other similar security\nfrom any person in any manner, (c) otherwise approached or negotiated with respect to any Trust Certificate, any interest in any\nTrust Certificate or any other similar security with any person in any manner, (d) made any general solicitation by means of general\nadvertising or in any other manner, or (e) taken any other action, which (in the case of any\n\nL-2B-1\n\nof the acts described in clauses (a) through\n(e) hereof) would constitute a distribution of any Trust Certificate under the Securities Act of 1933, as amended (the “Securities\nAct”), or would render the disposition of any Trust Certificate a violation of Section 5 of the Securities Act or any state\nsecurities laws, or would require registration or qualification of any Trust Certificate, or any offer or sale thereof, pursuant to the\nSecurities Act or any state securities laws.\n\nVery\ntruly yours,\n\n(Transferor)\n\nBy:\n\nName:\n\nTitle:\n\nL-2B-2\n\n**EXHIBIT L-3**\n\n**FORM OF TRANSFEREE LETTER**\n\n[Date]\n\n \n\nCitibank, N.A.,\n\nas Certificate Registrar\n480 Washington Boulevard, 16th Floor\nJersey City, New Jersey 07310\nAttention:  Securities Window, BMARK 2026-\n\nV22 Mortgage Trust\n\nCitigroup Commercial Mortgage Securities Inc.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\nAttention: Richard Simpson\n\nE-mail: *richard.simpson@citi.com*\n\n \n\nCitibank, N.A.,\n\nas Certificate Administrator\n\n388 Greenwich Street, 26th Floor\n\nNew York, New York 10013\n\nAttention: Citibank Agency & Trust - BMARK\n\n2026-V22\n\nFax number: (212) 816-5527\n\nEmail: ratingagencynotice@citi.com\n\n \n\nCitigroup Commercial Mortgage Securities Inc.\n\n390 Greenwich Street, 5th Floor\n\nNew York, New York 10013\n\nAttention: Raul Orozco\n\nE-mail: *raul.d.orozco@citi.com*\n\n \n\nWilmington Savings Fund Society, FSB,\n\nas Trustee\n\n500 Delaware Avenue, 11th Floor\n\nWilmington, DE 19801\n\nEmail: structuredfinance@wsfsbank.com\n\nCitigroup Commercial Mortgage Securities Inc.\n\n388 Greenwich Street, 17th Floor\n\nNew York, New York 10013\n\nAttention: Ryan M. O’Connor\n\nE-mail: *ryan.m.oconnor@citi.com*\n\n \n\n[Transferor]\n\n[______]\n\n[______]\n\nAttention: [______]\n\n \n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22 (the “Certificates”)\n\nLadies and Gentlemen:\n\nThe undersigned (the “Purchaser”)\nproposes to purchase [[$_____________ initial aggregate [principal amount] [notional amount]] [_____% Percentage Interest] of Benchmark\n2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, Class [_], CUSIP No. [____], in certificated\nfully registered form (such registered interest, the “Transferred Certificate”),] [$________ Uncertificated Interest\nBalance of the Uncertificated [VRR] [___] Interest] issued pursuant to that certain Pooling and Servicing Agreement, dated as of May 1,\n2026 (the “Pooling and Servicing Agreement”), between Citigroup Commercial\n\nL-3-1\n\nMortgage Securities Inc., as Depositor, Trimont\nLLC, as Master Servicer, LNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as Asset Representations Reviewer,\nCitibank, N.A., as Certificate Administrator, and Wilmington Savings Fund Society, FSB, as Trustee. Capitalized terms used and not otherwise\ndefined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.\n\n[FOR TRANSFERS OF ERISA RESTRICTED\nCERTIFICATES: In connection with such transfer, the Purchaser hereby represents and warrants to you that the Purchaser (A) either (i)\nis not and will not be an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions\nof the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue\nCode of 1986, as amended (the “Code”, and any such employee benefit plan or other plan, a “Plan”)\nor an entity or collective investment fund the assets of which are considered Plan assets under U.S. Department of Labor Reg. Section\n2510.3-101, as modified by Section 3(42) of ERISA, or other person acting on behalf of any such Plan or using assets of any such Plan\nwithin the meaning of U.S. Department of Labor Reg. Section 2510.3-101, or (ii) (1) is an insurance company, (2) the source of funds\nused to acquire or hold the Transferred Certificate or an interest therein is an “insurance company general account,” as such\nterm is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60 and (3) the conditions in Sections I and III\nof PTCE 95-60 have been satisfied and (B) is not and will not be a governmental plan (as defined in Section 3(32) of ERISA) or other plan\nsubject to any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited transaction\nprovisions of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on behalf of any such governmental plan\nor other plan or using the assets of such governmental plan or other plan to acquire the Transferred Certificate unless its acquisition,\nholding and disposition of the Transferred Certificate would not constitute or otherwise result in a non-exempt violation of Similar Law.]\n\n[FOR TRANSFERS OF CLASS R\nOR CLASS S CERTIFICATES, CLASS VRR CERTIFICATES (UNLESS THEY ARE ERISA RESTRICTED CERTIFICATES) OR AN UNCERTIFICATED INTEREST:\nIn connection with such transfer, the Purchaser hereby represents and warrants to you that the Purchaser (A) is not and will not be an\nemployee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions of the Employee Retirement\nIncome Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended\n(the “Code”, and any such employee benefit plan or other plan, a “Plan”) or an entity or collective\ninvestment fund the assets of which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by\nSection 3(42) of ERISA (including an insurance company that is using the assets of separate accounts or general accounts which include\nassets of Plans (or which are deemed pursuant to ERISA or Similar Law to include assets of Plans)), or other person acting on behalf of\nany such Plan or using assets of any such Plan and (B) is not and will not be a governmental plan or other plan subject to any federal,\nstate or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited transaction provisions of ERISA\nor Code Section 4975 (“Similar Law”) or any Person acting on behalf of any such governmental plan or other plan or\nusing the assets of such governmental plan to acquire the [Transferred Certificate][Uncertificated [VRR] [___] Interest].]\n\nL-3-2\n\n[FOR TRANSFERS OF CLASS R\nCERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is a “qualified institutional buyer”\nwithin the meaning of Rule 144A under the Securities Act of 1933, as amended.]\n\n[FOR TRANSFERS OF CLASS S\nCERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is (1) a “qualified institutional buyer”\nwithin the meaning of Rule 144A under the Securities Act of 1933, as amended, or (2) an entity that qualifies as an “accredited\ninvestor” within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as\namended, or an entity in which all of the equity owners qualify as “accredited investors” within the meaning of Rule 501(a) (1),\n(2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended.]\n\nL-3-3\n\nIN WITNESS WHEREOF, the Purchaser\nhereby executes this Representation Letter on the ___ day of _____, ____.\n\nVery\ntruly yours,\n\n[The Purchaser]\n\nBy:\n\nName:\n\nTitle:\n\nL-3-4\n\n**EXHIBIT L-4**\n\n**FORM OF INVESTMENT REPRESENTATION LETTER**\n\n[Date]\n\n \n\nCitibank, N.A.,\n\nas Certificate Registrar\n480 Washington Boulevard, 16th Floor\nJersey City, New Jersey 07310\nAttention:  Securities Window, BMARK\n\n2026-V22 Mortgage Trust\n\nCitigroup Commercial Mortgage Securities Inc.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\nAttention: Richard Simpson\n\nE-mail: *richard.simpson@citi.com*\n\n \n\nCitibank, N.A.,\n\nas Certificate Administrator\n\n388 Greenwich Street, 26th Floor\n\nNew York, New York 10013\n\nAttention: Citibank Agency &\n\nTrust - BMARK 2026-V22\n\nFax number: (212) 816-5527\n\nEmail: ratingagencynotice@citi.com\n\n \n\nCitigroup Commercial Mortgage Securities Inc.\n\n390 Greenwich Street, 5th Floor\n\nNew York, New York 10013\n\nAttention: Raul Orozco\n\nE-mail: *raul.d.orozco@citi.com*\n\n \n\nWilmington Savings Fund Society, FSB,\n\nas Trustee\n\n500 Delaware Avenue, 11th Floor\n\nWilmington, DE 19801\n\nEmail: structuredfinance@wsfsbank.com\n\n \n\nCitigroup Commercial Mortgage Securities Inc.\n\n388 Greenwich Street, 17th Floor\n\nNew York, New York 10013\n\nAttention: Ryan M. O’Connor\n\nE-mail: *ryan.m.oconnor@citi.com*\n\n[Name of Seller]\n\n[______]\n\n[______]\n\n[Attention: ______]\n\n \n\n \n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, Class [__] (the “Class [__]\nCertificates”)\n\nLadies and Gentlemen:\n\nThis letter is delivered\npursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and Servicing Agreement”),\nbetween Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer,\nBellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington\nSavings Fund Society, FSB, as Trustee, on behalf of the holders of Benchmark 2026-V22 Mortgage Trust,\n\nL-4-1\n\nCommercial Mortgage Pass-Through Certificates,\nSeries 2026-V22 (the “Certificates”), in connection with the transfer by [             ]\n(the “Seller”) to the undersigned (the “Purchaser”) of [$______ aggregate [principal balance] [notional\namount] of Class [___] Certificates] [a Class [___] Certificate representing a ___% Percentage Interest in the related Class], in certificated\nfully registered form (such registered interest, the “Transferred Certificate”). Capitalized terms used but not defined\nherein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.\n\nIn connection with such transfer,\nthe undersigned hereby represents and warrants to you as follows:\n\n1.       Check\none of the following:1\n\n☐       The\nPurchaser is an “institutional accredited investor” (an “Institutional Accredited Investor”) (i.e. an entity meeting,\nor in which all of the equity owners meet, the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities\nAct of 1933, as amended (the “Securities Act”)), and has such knowledge and experience in financial and business matters\nas to be capable of evaluating the merits and risks of the investment in the Transferred Certificate, and the Purchaser and any accounts\nfor which the Purchaser is acting are each able to bear the economic risk of our or its investment. The Purchaser is acquiring the Transferred\nCertificate for its own account or for one or more accounts (each of which is an Institutional Accredited Investor) as to each of which\nthe Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it\nin connection with this transfer.\n\n☐       The\nPurchaser is a “qualified institutional buyer” (a “QIB”) within the meaning of Rule 144A (“Rule\n144A”) under the Securities Act, and has completed one of the forms of certification to that effect attached hereto as Annex\n1 and Annex 2. The Purchaser is acquiring the Transferred Certificate for its own account, or for the account of another QIB. The Purchaser\nis aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information\nrequired to be provided pursuant to paragraph (d)(4)(i) of Rule 144A. The Purchaser hereby undertakes to reimburse the Trust for any costs\nincurred by it in connection with this transfer.\n\n2.       The\nPurchaser’s intention is to acquire the Transferred Certificate (a) for investment for the Purchaser’s own account or (b)\nfor resale to (i) “qualified institutional buyers” in transactions complying with Rule 144A[, FOR TRANSFERS OF ANY CERTIFICATES\nOTHER THAN CLASS R: or (ii) Institutional Accredited Investors under the Securities Act, pursuant to any other exemption from the registration\nrequirements of the Securities Act, subject in the case of this clause (ii) to (A) the receipt by the Certificate Registrar of a letter\nsubstantially in the form hereof, (B) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Certificate\nRegistrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (C) the receipt by the Certificate\nRegistrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance\nwith the Securities\n\n1\nAny Purchaser of Class R Certificates must check the box that it is a QIB. Only QIBs may acquire a Class R Certificate.\n\nL-4-2\n\nAct and other applicable laws (including applicable\nstate and foreign securities laws), and (D) a written undertaking to reimburse the Trust for any costs incurred by it in connection\nwith the proposed transfer.] It understands that the Transferred Certificate (and any subsequent Non-Book Entry Certificate) has not been\nregistered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities Act which depends\nupon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to resell to only certain investors\nin certain exempted transactions) as expressed herein.\n\n3.       The\nPurchaser acknowledges that the Transferred Certificate (and any Trust Certificate issued on transfer or exchange thereof) has not been\nregistered or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Transferred\nCertificate cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an\nexemption from such registration or qualification is available.\n\n4.       The\nPurchaser has reviewed the applicable Offering Circular dated May 8, 2026, relating to the Class X-D, Class D, Class E, Class F-RR, Class\nG-RR and Class R Certificates (the “Offering Circular”) and the agreements and other materials referred to therein\nand has had the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated\nby the Offering Circular.\n\n5.       The\nPurchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner\nof a Non-Book Entry Certificate or Certificates or Loan-Specific Certificates (if issued), as the case may be (each, a “Trust\nCertificateholder”), in all respects as if it were a signatory thereto. This undertaking is made for the benefit of the Trust,\nthe Certificate Registrar and all Trust Certificateholders present and future.\n\n6.       The\nPurchaser will not sell or otherwise transfer any portion of the Transferred Certificate, except in compliance with Section 5.03 of the\nPooling and Servicing Agreement.\n\n7.       Check\none of the following:\n\n☐       The\nPurchaser is a “U.S. Tax Person” and it [will provide by electronic mail]2[has\nattached hereto]3 an Internal Revenue Service\n(“IRS”) Form W-9 (or successor form).\n\n☐       The\nPurchaser is not a “U.S. Tax Person” and under applicable law in effect on the date hereof, no taxes will be required to be\nwithheld by the Certificate Administrator (or its agent) with respect to Distributions to be made on the Transferred Certificate(s). The\nPurchaser [will provide by electronic mail]4[has\nattached hereto]5 (i) a duly executed\n\n2\nApplicable in the case of a transfer on the Closing Date\n\n3\nApplicable in the case of a transfer subsequent to the Closing Date\n\n4\nApplicable in the case of a transfer on the Closing Date\n\n5\nApplicable in the case of a transfer subsequent to the Closing Date\n\nL-4-3\n\nIRS Form W-8BEN or W-8 BEN-E, as applicable\n(or successor form), which identifies such Purchaser as the beneficial owner of the Transferred Certificate(s) and states that such Purchaser\nis not a U.S. Person, (ii) two duly executed copies of IRS Form W-8IMY (and all appropriate attachment) or (iii) two duly executed\ncopies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Transferred Certificate(s)\nand state that interest and original issue discount on the Transferred Certificate(s) is, or is expected to be, effectively connected\nwith a U.S. trade or business. The Purchaser agrees to provide to the Certificate Administrator an updated IRS Form W-8BEN, IRS Form W-8\nBEN-E, IRS Form W-8IMY or IRS Form W-8ECI, as the case may be, any applicable successor IRS forms, or such other certifications as the\nCertificate Administrator may reasonably request, on or before the date that any such IRS form or certification expires or becomes obsolete,\nor promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished by it to the Certificate\nAdministrator.\n\nFor the purposes of this\nparagraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation, partnership (except to\nthe extent provided in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United States,\nany state thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,\nan estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United\nStates is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority\nto control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence\non August 20, 1996 that have elected to be treated as U.S. Tax Persons).\n\n[8.       The Transferee agrees\nto provide the applicable executed IRS form(s) referred to in paragraph 7 above, its payment instructions and its mailing address to the\nCertificate Administrator by electronic mail to *danny1.lee@citi.com and atoperations@citi.com*.]6\n\n[8.       Please make all payments\ndue on the Transferred Certificate:**\n\n(a)       by\nwire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:\n\nAccount number:\n\nInstitution:\n\n6\nApplicable in the case of a transfer on the Closing Date.\n\n**\nPlease select (a) or (b).\n\nL-4-4\n\n(b)       by mailing a check or draft to the following address:\n\nThe mailing address of the Purchaser is:\n\n]7\n\n[9.       The Class [__] Certificates\nregistered in the name of the Purchaser should be delivered to:\n\n]8\n\n7 Applicable in the case of a transfer subsequent to the Closing Date\n\n8 Not applicable to a Risk Retention Certificate held in the Retained Interest Safekeeping Account by the Certificate Administrator\n\nL-4-5\n\nVery truly yours,\n\n[Insert Name of Purchaser]\n\nBy:\n\nName:\n\nTitle:\n\nDated: , 20\n\nL-4-6\n\nANNEX 1\n\nQUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A\n\n[*for Purchasers other than Registered Investment\nCompanies*]\n\nThe undersigned hereby certifies as follows to\n[Name of Seller] (the “Seller”) [, Citigroup Commercial Mortgage Securities Inc.]9\nand Citibank, N.A., as Certificate Registrar, with respect to the commercial mortgage pass-through certificate being transferred (the\n“Transferred Certificate”) as described in the Investment Representation Letter to which this certification relates\nand to which this certification is an Annex:\n\n1.       As\nindicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer\nof the entity purchasing the Transferred Certificate (the “Purchaser”).\n\n2.       The\nPurchaser is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended\n(“Rule 144A”) because (i) the Purchaser owned and/or invested on a discretionary basis at least $______________________10\nin securities (other than the excluded securities referred to below) as of [[_____] (specific date since the close of the Purchaser’s\nmost recent fiscal year)][the end of the Purchaser’s most recent fiscal year] (such amount being calculated in accordance with Rule\n144A) and (ii) the Purchaser satisfies the criteria in the category marked below.\n\n___Corporation, etc. The Purchaser is a corporation (other than a bank, savings and loan association or similar institution),\nMassachusetts or similar business trust, partnership, limited liability company, or any organization described in Section 501(c)(3) of\nthe Internal Revenue Code of 1986, as amended.\n\n___Bank. The Purchaser (a) is a national bank or a banking institution organized under the laws of any State, U.S. territory\nor the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial\nbanking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least\n$25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than\n16 months preceding the date of sale of the Transferred Certificate in the case of a U.S. bank, and not more than 18 months preceding\nsuch date of sale for a foreign bank or equivalent institution.\n\n___Savings and Loan. The Purchaser (a) is a savings and loan association, building and loan association, cooperative bank,\nhomestead association or\n\n9 Delete if the Seller\nis Citigroup Commercial Mortgage Securities Inc.\n\n10 Purchaser must own\nand/or invest on a discretionary basis at least $100,000,000 in securities unless Purchaser is a dealer, and, in that case, Purchaser\nmust own and/or invest on a discretionary basis at least $10,000,000 in securities.\n\nAnnex-1-1\n\nsimilar institution, which is supervised and examined by a\nState or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution\nand (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which\nis attached hereto, as of a date not more than 16 months preceding the date of sale of the Transferred Certificate in the case of a U.S.\nsavings and loan association, and not more than 18 months preceding such date of sale for a foreign savings and loan association or equivalent\ninstitution.\n\n___Broker-dealer. The Purchaser is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as\namended.\n\n___Insurance Company. The Purchaser is an insurance company whose primary and predominant business activity is the writing of\ninsurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner\nor a similar official or agency of a State, U.S. territory or the District of Columbia.\n\n___State or Local Plan. The Purchaser is a plan established and maintained by a State, its political subdivisions, or any agency\nor instrumentality of the State or its political subdivisions, for the benefit of its employees.\n\n___ERISA Plan. The Purchaser is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security\nAct of 1974, as amended.\n\n___Investment Advisor. The Purchaser is an investment advisor registered under the Investment Advisers Act of 1940, as amended.\n\n___Other. (Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under subsection\n(a) (1) of Rule 144A pursuant to which it qualifies. Note that registered investment companies should complete Annex 2\nrather than this Annex 1.)\n\n3.             The\nterm “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser, (ii) securities\nthat are part of an unsold allotment to or subscription by the Purchaser, if the Purchaser is a dealer, (iii) bank deposit notes\nand certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase\nagreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned\nand/or invested on a\n\nAnnex-1-2\n\ndiscretionary basis by the Purchaser, the Purchaser did not include\nany of the securities referred to in this paragraph.\n\n4.             For\npurposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, the Purchaser\nused the cost of such securities to the Purchaser, unless the Purchaser reports its securities holdings in its financial statements on\nthe basis of their market value, and no current information with respect to the cost of those securities has been published, in which\ncase the securities were valued at market. Further, in determining such aggregate amount, the Purchaser may have included securities owned\nby subsidiaries of the Purchaser, but only if such subsidiaries are consolidated with the Purchaser in its financial statements prepared\nin accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Purchaser’s\ndirection. However, such securities were not included if the Purchaser is a majority-owned, consolidated subsidiary of another enterprise\nand the Purchaser is not itself a reporting company under the Securities Exchange Act of 1934, as amended.\n\n5.             The\nPurchaser acknowledges that it is familiar with Rule 144A and understands that the Seller and other parties related to the Transferred\nCertificates are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser may be in\nreliance on Rule 144A.\n\nWill the Purchaser be purchasing the Transferred Certificate\n\nYes\n\nNo\n\nonly for the Purchaser’s own account\n\n6.             If\nthe answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other than\nits own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule\n144A, and the “qualified institutional buyer” status of such third party has been established by the Purchaser through one\nor more of the appropriate methods contemplated by Rule 144A.\n\n7.             The\nPurchaser will notify each of the parties to which this certification is made of any changes in the information and conclusions herein.\nUntil such notice is given, the Purchaser’s purchase of the Transferred Certificate will constitute a reaffirmation of this certification\nas of the date of such purchase. In addition, if the Purchaser is a bank or savings and loan as provided above, the Purchaser agrees that\nit will furnish to such parties any updated annual financial statements that become available on or before the date of such purchase,\npromptly after they become available.\n\nAnnex-1-3\n\n8.             Capitalized\nterms used but not defined herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to which\nthe Transferred Certificate was issued.\n\nPrint Name of Purchaser\n\nBy:\n\nName:\n\nTitle:\n\nDate:\n\nAnnex-1-4\n\n**ANNEX\n2\n\nQUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A**\n\n[*for Purchasers that are Registered Investment\nCompanies*]\n\nThe undersigned hereby certifies as follows to\n[Name of Seller] (the “Seller”) [, Citigroup Commercial Mortgage Securities Inc.]11\nand Citibank, N.A., as Certificate Registrar, with respect to the mortgage pass-through certificate being transferred (the “Transferred\nCertificate”) as described in the Investment Representation Letter to which this certification relates and to which this certification\nis an Annex:\n\n1.       As\nindicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer\nof the entity purchasing the Transferred Certificate (the “Purchaser”) or, if the Purchaser is a “qualified institutional\nbuyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”)\nbecause the Purchaser is part of a Family of Investment Companies (as defined below), is an executive officer of the investment adviser\n(the “Adviser”).\n\n2.       The\nPurchaser is a “qualified institutional buyer” as defined in Rule 144A because (i) the Purchaser is an investment\ncompany registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Purchaser alone owned and/or\ninvested on a discretionary basis, or the Purchaser’s Family of Investment Companies owned, at least $100,000,000 in securities\n(other than the excluded securities referred to below) as of [[_____] (specific date since the close of the Purchaser’s most recent\nfiscal year)] [the end of the Purchaser’s most recent fiscal year]. For purposes of determining the amount of securities owned by\nthe Purchaser or the Purchaser’s Family of Investment Companies, the cost of such securities was used, unless the Purchaser or any\nmember of the Purchaser’s Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements\non the basis of their market value, and no current information with respect to the cost of those securities has been published, in which\ncase the securities of such entity were valued at market.\n\n____The Purchaser owned and/or invested on a discretionary basis $___________________ in securities (other than the excluded securities\nreferred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).\n\n____The Purchaser is part of a Family of Investment Companies which owned in the aggregate $______________ in securities (other than the\nexcluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in\naccordance with Rule 144A).\n\n3.       The\nterm “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof)\nthat have the same investment adviser\n\n11\nDelete if the Seller is Citigroup Commercial Mortgage Securities Inc.\n\nAnnex-2-1\n\nor investment advisers that are affiliated (by virtue of being majority\nowned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).\n\n4.       The\nterm “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser or\nare part of the Purchaser’s Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan\nparticipations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency,\ninterest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary\nbasis by the Purchaser, or owned by the Purchaser’s Family of Investment Companies, the securities referred to in this paragraph\nwere excluded.\n\n5.       The\nPurchaser is familiar with Rule 144A and understands that the parties to which this certification is being made are relying and will\ncontinue to rely on the statements made herein because one or more sales to the Purchaser will be in reliance on Rule 144A.\n\nWill the Purchaser be purchasing the Transferred Certificate\n\nYes\n\nNo\n\nonly for the Purchaser’s own account\n\n6.       If\nthe answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other than\nits own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule 144A,\nand the “qualified institutional buyer” status of such third party has been established by the Purchaser through one or more\nof the appropriate methods contemplated by Rule 144A.\n\n7.       The\nundersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein. Until\nsuch notice, the Purchaser’s purchase of the Transferred Certificate will constitute a reaffirmation of this certification by the\nundersigned as of the date of such purchase.\n\n8.       Capitalized\nterms used but not defined herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to which\nthe Transferred Certificate was issued.\n\nPrint Name of Purchaser or Adviser\n\nBy:\n\nName:\n\nTitle:\n\nIF AN ADVISER:\n\nPrint Name of Purchaser\n\nDate:\n\nAnnex-2-2\n\n**EXHIBIT L-5A**\n\n**FORM\nOF TRANSFEREE Certificate for Transfer of CLASS VRR\nCERTIFICATES**\n\n[Date]\n\nCitibank, N.A.,\n\nas Certificate Registrar\n\n480 Washington Boulevard, 16th Floor\n\nJersey City, New Jersey 07310\n\nAttention: Securities Window, BMARK 2026-\n\nV22 Mortgage Trust\n\n \n\n \n\nCiti Real Estate Funding Inc.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\nAttention: Richard Simpson\n\nE-mail: richard.simpson@citi.com\n\nCitigroup Commercial Mortgage Securities Inc.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\nAttention: Richard Simpson\n\nE-mail: *richard.simpson@citi.com*\n\n \n\nCiti Real Estate Funding Inc.\n\n390 Greenwich Street, 5th Floor\n\nNew York, New York 10013\n\nAttention: Raul Orozco\n\nE-mail: raul.d.orozco@citi.com\n\n \n\nCitigroup Commercial Mortgage Securities Inc.\n\n390 Greenwich Street, 5th Floor\n\nNew York, New York 10013\n\nAttention: Raul Orozco\n\nE-mail: *raul.d.orozco@citi.com*\n\n \n\nCiti Real Estate Funding Inc.\n\n388 Greenwich Street, 17th Floor\n\nNew York, New York 10013\n\nAttention: Ryan M. O’Connor\n\nE-mail: ryan.m.oconnor@citi.com\n\nCitigroup Commercial Mortgage Securities Inc.\n\n388 Greenwich Street, 17th Floor\n\nNew York, New York 10013\n\nAttention: Ryan M. O’Connor\n\nE-mail: *ryan.m.oconnor@citi.com*\n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22 (the “Certificates”)\nissued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and Servicing Agreement”),\nbetween Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer,\nBellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington\nSavings Fund Society, FSB, as Trustee.\n\nL-5A-1\n\nLadies and Gentlemen:\n\n[_____] (the “Purchaser”)\nhereby agrees with, and certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor\nand Depositor, that:\n\n1.     \nThe Purchaser is acquiring from [__________] (the “Transferor”) $[_____] principal balance of the Class VRR Certificates\n(the “Transferred Interest”).\n\n2.     \nThe Purchaser is aware that, following its acquisition of the Transferred Interest, the Certificate Registrar will not register any transfer\nof the Transferred Interest by the Purchaser unless the transferee, or such transferee’s agent, delivers to the Certificate Registrar,\namong other things, a certificate in substantially the same form as this certificate. The Purchaser expressly agrees that it will not\nconsummate any such transfer if it knows or believes that any representation contained in such certificate is false.\n\n3.           \nIf the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition of any ERISA Restricted Certificate\nconstituting a portion of the Transferred Interest, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with\nrespect to the acquisition of such ERISA Restricted Certificate and (b) the acquisition of such ERISA Restricted Certificate will be\neffected through Citigroup Global Markets Inc., Barclays Capital Inc., Deutsche Bank Securities Inc. or Goldman Sachs & Co. LLC,\nor an affiliate of any of the foregoing.\n\n4.           \nCheck one of the following:\n\n☐       The\nPurchaser agrees with, and certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining\nSponsor and Depositor, that the transfer will occur during the VRR Interest Transfer Restriction Period and that:\n\nA.The Purchaser is a “majority-owned affiliate”, as such term is defined in Regulation RR, of\nthe Transferor (a “Majority-Owned Affiliate”).\n\nB.The Purchaser is not acquiring the Transferred Interest as a nominee, trustee or agent for any person\nthat is not a Majority-Owned Affiliate, and that for so long as it retains its interest in the Transferred Interest, it will remain a\nMajority-Owned Affiliate.\n\nC.The Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon\nadvice of counsel to constitute a reasonable arrangement to ensure that its ownership of the Transferred Interest will satisfy the risk\nretention requirements of the Transferor, in its capacity as [the retaining sponsor][an originator] under Regulation RR.\n\n☐       The\nPurchaser certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor and Depositor,\nthat the transfer will occur after the termination of the VRR Interest Transfer Restriction Period.\n\nCapitalized terms used but\nnot defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.\n\nL-5A-2\n\nIN WITNESS WHEREOF, the Purchaser\nhas caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.\n\n[PURCHASER]\n\nBy:\n\nName:\n\nTitle:\n\nL-5A-3\n\nThe foregoing certificate is hereby confirmed,\nand the transfer is accepted, as of the date first above written:\n\n[APPLICABLE RETAINING PARTY]12\n\nBy:\n\nName:\n\nTitle:\n\n[Medallion Stamp Guarantee]\n\n[CITI REAL ESTATE FUNDING INC.] 13\n\nBy:\n\nName:\n\nTitle:\n\nCITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.\n\nBy:\n\nName:\n\nTitle:\n\n12 Signature of Retaining Party is required if the Retaining Party is different than the transferor\n\n13 Signature of Retaining Sponsor is required if the Retaining Sponsor is different than the applicable Retaining Party\n\nL-5A-4\n\n**EXHIBIT L-5B**\n\n**FORM\nOF TRANSFEREE Certificate for Transfer of CERTIFICATES\nEVIDENCING THE HRR INTEREST**\n\n[Date]\n\n \n\nCitibank, N.A.,\n\nas Certificate Registrar\n\n480 Washington Boulevard, 16th Floor\n\nJersey City, New Jersey 07310\n\nAttention: Securities Window, BMARK\n\n2026-V22 Mortgage Trust\n\n \n\n \n\nCiti Real Estate Funding Inc.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\nAttention: Richard Simpson\n\nE-mail: *richard.simpson@citi.com*\n\n \n\nCitigroup Commercial Mortgage Securities Inc.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\nAttention: Richard Simpson\n\nE-mail: *richard.simpson@citi.com*\n\n \n\nCiti Real Estate Funding Inc.\n\n390 Greenwich Street, 5th Floor\n\nNew York, New York 10013\n\nAttention: Raul Orozco\n\nE-mail: *raul.d.orozco@citi.com*\n\n \n\nCitigroup Commercial Mortgage Securities Inc.\n\n390 Greenwich Street, 5th Floor\n\nNew York, New York 10013\n\nAttention: Raul Orozco\n\nE-mail: *raul.d.orozco@citi.com*\n\n \n\nCiti Real Estate Funding Inc.\n\n388 Greenwich Street, 17th Floor\n\nNew York, New York 10013\n\nAttention: Ryan M. O’Connor\n\nE-mail: *ryan.m.oconnor@citi.com*\n\nCitigroup Commercial Mortgage Securities Inc.\n\n388 Greenwich Street, 17th Floor\n\nNew York, New York 10013\n\nAttention: Ryan M. O’Connor\n\nE-mail: *ryan.m.oconnor@citi.com*\n\n \n \n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22 (the “Certificates”)\nissued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and Servicing Agreement”),\nbetween Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer,\nBellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington\nSavings Fund Society, FSB, as Trustee\n\nExhibit L-5B-1\n\nLadies and Gentlemen:\n\n[_____] (the “Purchaser”)\nhereby agrees with, and certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor\nand Depositor, that:\n\n1.     \nThe Purchaser is acquiring from [__________] (the “Transferor”) [Class F-RR and Class G-RR] Certificates in the principal\nbalances set forth below (collectively, the “Transferred Interest”):\n\n \n\nClass\nPrincipal Balance\n\nClass F-RR\n$\n\nClass G-RR\n$\n\n2.      \nThe Purchaser is aware that, following its acquisition of the Transferred Interest, the Certificate Registrar will not register any transfer\nof the Transferred Interest by the Purchaser unless the transferee, or such transferee’s agent, delivers to the Certificate Registrar,\namong other things, a certificate in substantially the same form as this certificate. The Purchaser expressly agrees that it will not\nconsummate any such transfer if it knows or believes that any representation contained in such certificate is false.\n\n3.      \nIf the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition of any ERISA Restricted Certificate\nconstituting a portion of the Transferred Interest, all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect\nto the acquisition of such ERISA Restricted Certificate.\n\n4.       \nCheck one of the following:\n\n☐       The\nPurchaser agrees with, and certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining\nSponsor and Depositor, that the transfer will occur during the HRR Interest Transfer Restriction Period and that:\n\nA.The Purchaser is a “majority-owned affiliate”, as such term is defined in Regulation RR, of\nthe Transferor (a “Majority-Owned Affiliate”).\n\nB.The Purchaser is not acquiring the Transferred Interest as a nominee, trustee or agent for any person\nthat is not a Majority-Owned Affiliate, and that for so long as it retains its interest in the Transferred Interest, it will remain a\nMajority-Owned Affiliate for so long as it is required to remain a Majority-Owned Affiliate under the TPP Risk Retention Agreement or\na Subsequent TPP Risk Retention Agreement (as defined in the TPP Risk Retention Agreement), as applicable, or under any joinder agreement\nto the TPP Risk Retention Agreement or such Subsequent TPP Risk Retention Agreement, as applicable.\n\nExhibit L-5B-2\n\nC.The Purchaser has executed and delivered a joinder agreement, dated as of the date of the transfer, substantially\nin the in the form attached as Exhibit A to the TPP Risk Retention Agreement, dated as of May 8, 2026 (the “TPP Risk Retention\nAgreement”), between Citigroup Commercial Mortgage Securities Inc., Citi Real Estate Funding Inc. and [TH Holdco 1 (Cayman),\nL.P.] [CMBS 4 Sub 15, LLC], pursuant to which the Purchaser has agreed to be bound by the terms of the TPP Risk Retention Agreement to\nthe same extent as if the Purchaser was the Transferor itself.\n\n☐       The\nPurchaser agrees with, and certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining\nSponsor and Depositor, that the transfer will occur after the termination of the HRR Interest Transfer Restriction Period.\n\n☐       The\nPurchaser certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor and Depositor,\nthat the transfer will occur on or after the fifth anniversary of the Closing Date (or such earlier date that such transfer is first permitted\nunder the TPP Risk Retention Requirements (as defined in the TPP Risk Retention Agreement) then in effect as reasonably agreed to by the\nRetaining Sponsor) and that:\n\nA.       The\nPurchaser is a “Subsequent Third Party Purchaser”, as such term is defined in the TPP Risk Retention Agreement, dated as of\nMay 8, 2026 (the “TPP Risk Retention Agreement”), between Citigroup Commercial Mortgage Securities Inc., Citi Real\nEstate Funding Inc. and [TH Holdco 1 (Cayman), L.P.] [CMBS 4 Sub 15, LLC].\n\nB.       The\nPurchaser has executed and delivered to the Retaining Sponsor a “Subsequent TPP Risk Retention Agreement” (as such term is\ndefined in the TPP Risk Retention Agreement) dated as of the date of the transfer, as required pursuant to Section 6(iv) of the TPP Risk\nRetention Agreement.\n\nC.       The\ntransfer will be made in accordance with Section 6 of the TPP Risk Retention Agreement, and the Purchaser has complied with all the provisions,\nand has satisfied all the requirements, set forth in Section 6 of the TPP Risk Retention Agreement.\n\n☐       The\nPurchaser is otherwise permitted to purchase the Transferred Interest under the terms of the TPP Risk Retention Agreement or a Subsequent\nTPP Risk Retention Agreement (as defined in the TPP Risk Retention Agreement), as applicable, or under the terms of any joinder agreement\nto the TPP Risk Retention Agreement or such Subsequent TPP Risk Retention Agreement, as applicable. Please provide additional information\nin the space below to explain:\n\nExhibit L-5B-3\n\nCapitalized terms used but\nnot defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.\n\nIN WITNESS WHEREOF, the Purchaser\nhas caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.\n\n[PURCHASER]\n\nBy:\n\nName:\n\nTitle:\n\nExhibit L-5B-4\n\nThe foregoing certificate is hereby confirmed,\nand the transfer is accepted, as of the date first above written:\n\n[APPLICABLE RETAINING PARTY]\n\nBy:\n\nName:\n\nTitle:\n\n[Medallion Stamp Guarantee]\n\n[CITI REAL ESTATE FUNDING INC.]1\n\nBy:\n\nName:\n\nTitle:\n\n1 Signature of Retaining Sponsor is required if the Retaining Sponsor is different than the Transferor and the applicable Retaining Party\n\nExhibit L-5B-5\n\n**EXHIBIT L-5C**\n\n**[reserved]**\n\n** **\n\n** **\n\n** **\n\nL-5C-1\n\n**Exhibit\nl-5D\n\n[reserved]**\n\n** **\n\n** **\n\n** **\n\nL-5D-1\n\n**EXHIBIT L-6A**\n\n**FORM\nOF TRANSFEROR Certificate for Transfer of cLASS VRR\nCERTIFICATES**\n\n[Date]\n\n \n\nCitibank, N.A.,\n\nas Certificate Registrar\n\n480 Washington Boulevard, 16th Floor\n\nJersey City, New Jersey 07310\n\nAttention: Securities Window, BMARK 2026-\n\nV22 Mortgage Trust\n\n \n\n \n\n[Citi Real Estate Funding Inc.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\nAttention: Richard Simpson\n\nE-mail: richard.simpson@citi.com]1\n\n \n\n[Citi Real Estate Funding Inc.\n\n390 Greenwich Street, 5th Floor\n\nNew York, New York 10013\n\nAttention: Raul Orozco\n\nE-mail: raul.d.orozco@citi.com]1\n\n \n\n[Citi Real Estate Funding Inc.\n\n388 Greenwich Street, 17th Floor\n\nNew York, New York 10013\n\nAttention: Ryan M. O’Connor\n\nE-mail: ryan.m.oconnor@citi.com]1\n\nCitigroup Commercial Mortgage Securities Inc.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\nAttention: Richard Simpson\n\nE-mail: *richard.simpson@citi.com*\n\n* *\n\nCitigroup Commercial Mortgage Securities Inc.\n\n390 Greenwich Street, 5th Floor\n\nNew York, New York 10013\n\nAttention: Raul Orozco\n\nE-mail: *raul.d.orozco@citi.com*\n\n* *\n\nCitigroup Commercial Mortgage Securities Inc.\n\n388 Greenwich Street, 17th Floor\n\nNew York, New York 10013\n\nAttention: Ryan M. O’Connor\n\nE-mail: *ryan.m.oconnor@citi.com*\n\n \n\nRe:\nBenchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22 (the “Certificates”)\n\nLadies and Gentlemen:\n\nThis letter is delivered\nto you in connection with the transfer by [______] (the “Transferor”)\nto [______] (the “Transferee”) of $[_____] principal\nbalance of the Class VRR Certificates (the “Transferred Interest”).\n\nThe Certificates were issued\npursuant to the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and Servicing Agreement”), between\nCitigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as\n\nL-6A-1\n\nSpecial Servicer, BellOak, LLC, as Operating\nAdvisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Savings Fund Society, FSB,\nas Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and\nServicing Agreement. The Transferor hereby certifies, represents and warrants to you, in your respective capacities as Certificate Registrar,\nRetaining Sponsor and Depositor, that:\n\n1.The transfer is in compliance with Sections 5.02 and 5.03 of the Pooling and Servicing Agreement.\n\n2.Check one of the following:\n\n☐The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate\nRegistrar[, Retaining Sponsor]1 and Depositor,\nthat the transfer will occur during the VRR Interest Transfer Restriction Period and that the Transferee is a “majority-owned affiliate”,\nas such term is defined in Regulation RR, of the Transferor.\n\n☐The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate\nRegistrar[, Retaining Sponsor]2 and Depositor,\nthat the transfer will occur after the termination of the VRR Interest Transfer Restriction Period.\n\n3.The Transferor understands that the Transferee has delivered to you a Transferee Certificate in the form\nattached to the Pooling and Servicing Agreement as Exhibit L-5A. The Transferor does not know or believe that any representation\ncontained therein is false.\n\nIN WITNESS WHEREOF, the Transferor\nhas caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.\n\n[TRANSFEROR]\n\nBy:\n\nName:\n\nTitle:\n\n1 Include only if the Transferor is not the Retaining Sponsor\n\n2 Include only if the Transferor is not the Retaining Sponsor\n\nL-6A-2\n\nThe foregoing certificate is hereby confirmed,\nand the transfer is accepted, as of the date first above written:\n\n[APPLICABLE RETAINING PARTY]3\n\nBy:\n\nName:\n\nTitle:\n\n[Medallion Stamp Guarantee]\n\n[CITI REAL ESTATE FUNDING INC.]4\n\nBy:\n\nName:\n\nTitle:\n\nCITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.\n\nBy:\n\nName:\n\nTitle:\n\n3 Signature of Retaining Party is required if the\nRetaining Party is different than the transferor\n\n4 Signature of Retaining Sponsor is required if\nthe Retaining Sponsor is different than the applicable Retaining Party\n\nL-6A-3\n\n**EXHIBIT L-6B**\n\n**FORM\nOF TRANSFEROR Certificate for Transfer of CERTIFICATES\nEVIDENCING THE HRR INTEREST**\n\n[Date]\n\n \n\nCitibank, N.A.,\n\nas Certificate Registrar\n\n480 Washington Boulevard, 16th Floor\n\nJersey City, New Jersey 07310\n\nAttention: Securities Window, BMARK\n\n2026-V22 Mortgage Trust\n\nCitigroup Commercial Mortgage Securities Inc.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\nAttention: Richard Simpson\n\nE-mail: *richard.simpson@citi.com*\n\n \n\n[Citi Real Estate Funding Inc.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\nAttention: Richard Simpson\n\nE-mail: *richard.simpson@citi.com*]1\n\n \n\nCitigroup Commercial Mortgage Securities Inc.\n\n390 Greenwich Street, 5th Floor\n\nNew York, New York 10013\n\nAttention: Raul Orozco\n\nE-mail: *raul.d.orozco@citi.com*\n\n \n\n[Citi Real Estate Funding Inc.\n\n390 Greenwich Street, 5th Floor\n\nNew York, New York 10013\n\nAttention: Raul Orozco\n\nE-mail: *raul.d.orozco@citi.com*]1\n\nCitigroup Commercial Mortgage Securities Inc.\n\n388 Greenwich Street, 17th Floor\n\nNew York, New York 10013\n\nAttention: Ryan M. O’Connor\n\nE-mail: *ryan.m.oconnor@citi.com*\n\n \n\n[Citi Real Estate Funding Inc.\n\n388 Greenwich Street, 17th Floor\n\nNew York, New York 10013\n\nAttention: Ryan M. O’Connor\n\nE-mail: *ryan.m.oconnor@citi.com*]1\n\n \n\nRe:\nBenchmark 2026-V22, Commercial Mortgage Pass-Through Certificates, Series 2026- V22 (the “Certificates”)\n\nLadies and Gentlemen:\n\nThis letter is delivered\nto you in connection with the transfer by [______] (the “Transferor”)\nto [______] (the “Transferee”) of [Class F-RR and Class\nG-RR] Certificates in the principal balances set forth below (collectively, the “Transferred Interest”):\n\n \n\n1 Include only if the Transferor is not Retaining Sponsor\n\nL-6B-1\n\n \n\nClass\nPrincipal Balance\n\nClass F-RR\n$\n\nClass G-RR\n$\n\nThe Certificates were issued\npursuant to the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and Servicing Agreement”),\nbetween Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer,\nBellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington\nSavings Fund Society, FSB, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings\nset forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, in your respective\ncapacities as Certificate Registrar, [Retaining Sponsor] 2\nand Depositor, that:\n\n1.The transfer is in compliance with Sections 5.02 and 5.03 of the Pooling and Servicing Agreement.\n\n2.      \nCheck one of the following:\n\n☐The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate\nRegistrar[,Retaining Sponsor]7 and Depositor, that the transfer will occur during the HRR Interest Transfer Restriction Period\nand that:\n\nA.The Transferee is a “majority-owned affiliate”, as such term is defined in Regulation RR,\nof the Transferor.\n\nB.The transfer will be made in accordance with Section 5 of the TPP Risk Retention Agreement, dated as of\nMay 8, 2026 (the “TPP Risk Retention Agreement”), between Citigroup Commercial Mortgage Securities Inc., Citi Real\nEstate Funding Inc., and [TH Holdco 1 (Cayman), L.P.] [CMBS 4 Sub 15, LLC], and all of the requirements set forth in Section 5 of the\nTPP Risk Retention Agreement have been complied with through and including the date of such transfer.\n\n☐The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate\nRegistrar[, Retaining Sponsor]7 and Depositor, that the transfer will occur after the termination of the HRR Interest Transfer\nRestriction Period.\n\n☐The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate\nRegistrar[, Retaining Sponsor]7 and Depositor, that the transfer will occur on or after the fifth anniversary of the Closing\nDate (or such earlier date that such transfer is first permitted under the TPP Risk Retention\n\n2 Include only if the Transferor is not the Retaining Sponsor\n\nL-6B-2\n\nRequirements (as defined in the TPP Risk\nRetention Agreement) and that the transfer will be made in accordance with Section 6 of the TPP Risk Retention Agreement (the “TPP\nRisk Retention Agreement”), dated as of May 8, 2026, between Citigroup Commercial Mortgage Securities Inc., Citi Real Estate\nFunding Inc., and [TH Holdco 1 (Cayman), L.P.] [CMBS 4 Sub 15, LLC], and all of the requirements set forth in Section 6 of the TPP Risk\nRetention Agreement have been complied with.\n\n☐The Transferor is otherwise permitted to transfer the Transferred Interest under the terms of the TPP\nRisk Retention Agreement or a Subsequent TPP Risk Retention Agreement (as defined in the TPP Risk Retention Agreement), as applicable,\nor under the terms of any joinder agreement to the TPP Risk Retention Agreement or such Subsequent TPP Risk Retention Agreement, as applicable.\nPlease provide additional information in the space below to explain:\n\n3.The Transferor understands that the Transferee has delivered to you a Transferee Certificate in the form\nattached to the Pooling and Servicing Agreement as Exhibit L-5B. The Transferor does not have knowledge, after reasonable due diligence,\nthat any representation contained therein is false.\n\nIN WITNESS WHEREOF, the Transferor\nhas caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.\n\n[TRANSFEROR]\n\nBy:\n\nName:\n\nTitle:\n\nL-6B-3\n\nThe foregoing certificate is hereby confirmed,\nand the transfer is accepted, as of the date first above written:\n\n[APPLICABLE RETAINING PARTY]3\n\nBy:\n\nName:\n\nTitle:\n\n[Medallion Stamp Guarantee]\n\n[CITI REAL ESTATE FUNDING INC.]4\n\nBy:\n\nName:\n\nTitle:\n\n3 Signature of Retaining Party is required if the\nRetaining Party is different than the transferor\n\n4 Signature of Retaining Sponsor is required if\nthe Retaining Sponsor is different than the applicable Retaining Party\n\nL-6B-4\n\n**EXHIBIT L-6C**\n\n**[reserved]**\n\n** **\n\n** **\n\n** **\n\nL-6C-1\n\n**EXHIBIT L-6D**\n\n**[RESERVED]**\n\n** **\n\n** **\n\n** **\n\nL-6D-1\n\n**EXHIBIT L-7A**\n\n**FORM\nOF TRANSFEREE Certificate for Transfer of UNCERTIFICATED\nINTERESTS**\n\n[Date]\n\n \n\nCitibank, N.A.,\n\nas Certificate Registrar\n\n480 Washington Boulevard, 16th Floor\n\nJersey City, New Jersey 07310\n\nAttention: Securities Window, BMARK\n\n2026-V22 Mortgage Trust\n\n \n\nCitigroup Commercial Mortgage Securities Inc.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\nAttention: Richard Simpson\n\nE-mail: *richard.simpson@citi.com*\n\n \n\nCiti Real Estate Funding Inc.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\nAttention: Richard Simpson\n\nE-mail: *richard.simpson@citi.com*\n\n \n\nCitigroup Commercial Mortgage Securities Inc.\n\n390 Greenwich Street, 5th Floor\n\nNew York, New York 10013\n\nAttention: Raul Orozco\n\nE-mail: *raul.d.orozco@citi.com*\n\n \n\nCiti Real Estate Funding Inc.\n\n390 Greenwich Street, 5th Floor\n\nNew York, New York 10013\n\nAttention: Raul Orozco\n\nE-mail: *raul.d.orozco@citi.com*\n\nCitigroup Commercial Mortgage Securities Inc.\n\n388 Greenwich Street, 17th Floor\n\nNew York, New York 10013\n\nAttention: Ryan M. O’Connor\n\nE-mail: *ryan.m.oconnor@citi.com*\n\n \n\nCiti Real Estate Funding Inc.\n\n388 Greenwich Street, 17th Floor\n\nNew York, New York 10013\n\nAttention: Ryan M. O’Connor\n\nE-mail: *ryan.m.oconnor@citi.com*\n\n \n\nRe:Benchmark 2026-V22, Commercial Mortgage Pass-Through Certificates, Series 2026-V22 (the “Certificates”) issued pursuant\nto the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and Servicing Agreement”), between Citigroup\nCommercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer, BellOak,\nLLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Savings\nFund Society, FSB, as Trustee\n\nLadies and Gentlemen:\n\nL-7A-1\n\n[_____] (the “Purchaser”)\nhereby agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar, Retaining\nSponsor and Depositor, that:\n\n1.         \n[[_____] (the “Transferor”) is transferring $[____] Uncertificated Interest Balance of the Uncertificated VRR Interest\n(the “Transferred Interest”) to [______] (the “Transferee”).] [[_____] (the “Transferor”)\nis transferring $[____] Uncertificated Interest Balance of the Uncertificated VRR Interest (the “Transferred Interest”)\nto [_____] (“Transferee”) that is a Permitted Lender in a repurchase transaction.] [[_____] (the “Transferor”)\nis granting a security interest in the Uncertificated VRR Interest (the “Transferred Interest”) to [_____] (the “Transferee”)\nthat is a Permitted Lender.].\n\n2.      \nThe transfer or the pledge contemplated in Paragraph 1 (a “Transfer”) is in compliance with Sections 5.02 and 5.03\nof the Pooling and Servicing Agreement.\n\n3.       \nThe Transferee is aware that, following its acquisition of the Transferred Interest, the Certificate Registrar will not register any\ntransfer of the Transferred Interest by the Transferee unless the transferee, or such transferee’s agent, delivers to the Certificate\nRegistrar, among other things, a certificate in substantially the same form as this certificate. The Transferee expressly agrees that\nit will not consummate any such transfer if it knows or believes that any representation contained in such certificate is false.\n\n4.        \nThe Transferee (A) is not and will not be an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited\ntransaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975\nof the Internal Revenue Code of 1986, as amended (the “Code”, and any such employee benefit plan or other plan, a\n“Plan”) or an entity or collective investment fund the assets of which are considered Plan assets under U.S. Department\nof Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA (including an insurance company that is using the assets of separate\naccounts or general accounts which include assets of Plans (or which are deemed pursuant to ERISA or Similar Law to include assets of\nPlans)), or other person acting on behalf of any such Plan or using assets of any such Plan and (B) is not and will not be a governmental\nplan or other plan subject to any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility\nor prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on behalf\nof any such governmental plan or other plan or using the assets of such governmental plan to acquire the Transferred Interest.\n\n5.          \nCheck one of the following:\n\n☐       The\nPurchaser agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar, Retaining\nSponsor and Depositor, that the transfer will occur during the VRR Interest Transfer Restriction Period and that:\n\nD.The Purchaser is a “majority-owned affiliate”, as such term is defined in Regulation RR, of\nthe Transferor (a “Majority-Owned Affiliate”);\n\nL-7A-2\n\nE.The Purchaser is not acquiring the Transferred Interest as a nominee, trustee or agent for any person\nthat is not a Majority-Owned Affiliate, and that for so long as it retains its interest in the Transferred Interest, it will remain a\nMajority-Owned Affiliate;\n\nF.The Transferee is not a Non-Exempt Person; and\n\nG.The Transferee consents to any additional restrictions or arrangements that shall be deemed necessary\nupon advice of counsel to constitute a reasonable arrangement to ensure that its ownership of the Transferred Interest will satisfy the\nrisk retention requirements of the Retaining Sponsor, in its capacity as the retaining sponsor under Regulation RR.\n\n☐              The\nTransferee certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor and Depositor,\nthat the transfer will occur during the VRR Interest Transfer Restriction Period and that:\n\nA.The Transferee is a Person that provides financing permitted under Regulation RR (a “Permitted\nLender”);\n\nB.It is not acquiring an interest in the Transferred Interest as a nominee, trustee or agent for any person\nthat is not a Permitted Lender, and that for so long as it retains its interest in the Transferred Interest, it will remain a Permitted\nLender; and\n\nD.The Transferee consents to any additional restrictions or arrangements that shall be deemed necessary\nupon advice of counsel to constitute a reasonable arrangement to ensure that its ownership of an interest in the Transferred Interest\nwill satisfy the risk retention requirements of the Retaining Sponsor, in its capacity as the retaining sponsor under Regulation RR.\n\n☐              The\nTransferee certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor and Depositor,\nthat the transfer will occur after the termination of the VRR Interest Transfer Restriction Period.\n\n6.       Check\none of the following:\n\n☐              The\nTransferee is a “U.S. Tax Person” and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or\nsuccessor form).\n\n☐              The\nTransferee is not a “U.S. Tax Person” and under applicable law in effect on the date hereof, no taxes will be required to\nbe withheld by the Certificate Administrator (or its agent) with respect to Distributions to be made on the Transferred Certificate(s).\nThe Transferee has attached hereto (i) a duly executed IRS Form W-8BEN or W-8 BEN-E, as applicable (or successor form), which identifies\nsuch Transferee as the beneficial owner of the Transferred Certificate(s) and states that such Transferee is not a U.S. Person, (ii) two\nduly executed copies of IRS Form W-8IMY (and all appropriate attachment) or\n\nL-7A-3\n\n(iii) two duly executed copies of\nIRS Form W-8ECI (or successor form), which identify such Transferee as the beneficial owner of the Transferred Certificate(s) and state\nthat interest and original issue discount on the Transferred Certificate(s) is, or is expected to be, effectively connected with a U.S.\ntrade or business. The Transferee agrees to provide to the Certificate Administrator an updated IRS Form W-8BEN, IRS Form W-8 BEN-E, IRS\nForm W-8IMY or IRS Form W-8ECI, as the case may be, any applicable successor IRS forms, or such other certifications as the Certificate\nAdministrator may reasonably request, on or before the date that any such IRS form or certification expires or becomes obsolete, or promptly\nafter the occurrence of any event requiring a change in the most recent IRS form of certification furnished by it to the Certificate Administrator.\n\nFor the purposes of this\nparagraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation, partnership (except to\nthe extent provided in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United States,\nany state thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,\nan estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United\nStates is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority\nto control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence\non August 20, 1996 that have elected to be treated as U.S. Tax Persons).\n\n7.All distributions to be made to the Transferee pursuant to the Pooling and Servicing Agreement should\nbe made to:\n\n**[INSERT WIRE\nTRANSFER INFORMATION]**\n\n** **\n\n**Bank:**\n\n** **\n**Account No.:**\n\n**Attention:**\n\n**Ref:**\n\n**ABA No.:**\n\n** **\n\n8.Any communications to the Transferee pursuant to the Pooling and Servicing Agreement should be provided\nto:\n\n** **\n\n**[INSERT CONTACT\nINFORMATION]**\n\n \n\n**[NAME]**\n\n**[ADDRESS]**\n\n**Fax\nnumber:**\n\n**Telephone:**\n\n**E-mail:**\n\n****\n\nL-7A-4\n\nCapitalized terms used but\nnot defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.\n\nIN WITNESS WHEREOF, the Transferee\nhas caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.\n\n[TRANSFEREE]\n\nBy:\n\nName:\n\nTitle:\n\nL-7A-5\n\nThe foregoing certificate is hereby confirmed,\nand the transfer is accepted, as of the date first above written:\n\n[APPLICABLE RETAINING PARTY]\n\nBy:\n\nName:\n\nTitle:\n\n[Medallion Stamp Guarantee]\n\nCITI REAL ESTATE FUNDING INC.\n\nBy:\n\nName:\n\nTitle:\n\nCITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.\n\nBy:\n\nName:\n\nTitle:\n\nL-7A-6\n\n**EXHIBIT L-7B**\n\n**FORM\nOF TRANSFEROR Certificate for Transfer of UNCERTIFICATED\nINTERESTS**\n\n[Date]\n\n \n\nCitibank, N.A.,\n\nas Certificate Registrar\n\n480 Washington Boulevard, 16th Floor\n\nJersey City, New Jersey 07310\n\nAttention: Securities Window, BMARK\n\n2026-V22 Mortgage Trust\n\n \n\nCitigroup Commercial Mortgage Securities Inc.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\nAttention: Richard Simpson\n\nE-mail: *richard.simpson@citi.com*\n\n \n\nCiti Real Estate Funding Inc.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\nAttention: Richard Simpson\n\nE-mail: *richard.simpson@citi.com*\n\n \n\nCitigroup Commercial Mortgage Securities Inc.\n\n390 Greenwich Street, 5th Floor\n\nNew York, New York 10013\n\nAttention: Raul Orozco\n\nE-mail: *raul.d.orozco@citi.com*\n\n \n\nCiti Real Estate Funding Inc.\n\n390 Greenwich Street, 5th Floor\n\nNew York, New York 10013\n\nAttention: Raul Orozco\n\nE-mail: *raul.d.orozco@citi.com*\n\nCitigroup Commercial Mortgage Securities Inc.\n\n388 Greenwich Street, 17th Floor\n\nNew York, New York 10013\n\nAttention: Ryan M. O’Connor\n\nE-mail: *ryan.m.oconnor@citi.com*\n\n \n\nCiti Real Estate Funding Inc.\n\n388 Greenwich Street, 17th Floor\n\nNew York, New York 10013\n\nAttention: Ryan M. O’Connor\n\nE-mail: *ryan.m.oconnor@citi.com*\n\n \n\n \n\nRe:Benchmark 2026-V22, Commercial Mortgage Pass-Through Certificates, Series 2026-V22 (the “Certificates”) issued pursuant\nto the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and Servicing Agreement”), between Citigroup\nCommercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer, BellOak,\nLLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Savings\nFund Society, FSB, as Trustee\n\nLadies and Gentlemen:\n\nL-7B-1\n\n[_____] (the “Transferor”)\nhereby agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar, Retaining\nSponsor and Depositor, that:\n\n1.        \n[[_____] (the “Transferor”) is transferring $[____] Uncertificated VRR Interest Balance of the Uncertificated VRR Interest\n(the “Transferred Interest”) to [______] (the “Transferee”).] [[_____] (the “Transferor”)\nis transferring $[____] Uncertificated VRR Interest Balance of the Uncertificated VRR Interest (the “Transferred Interest”)\nto [_____] (the “Transferee”) that is a Permitted Lender in a repurchase transaction.] [[_____] (the “Transferor”)\nis granting a security interest in the $[____] Uncertificated VRR Interest Balance of the Uncertificated VRR Interest (the “Transferred\nInterest”) to [_____] (the “Transferee”) that is a Permitted Lender.]\n\n2.        \nThe transfer or the pledge contemplated in Paragraph 1 (a “Transfer”) is in compliance with the Pooling and Servicing\nAgreement.\n\n3.          \nThe Transferor is aware that the Certificate Registrar will not recognize any Transfer of any portion of the $[____] Uncertificated VRR\nInterest Balance of the Uncertificated VRR Interest by the Transferor unless the Transferor, or the Transferor’s agent, delivers\nto the Certificate Registrar, among other things, a certificate in substantially the same form as this certificate. The Transferor expressly\nagrees that it will not consummate any such Transfer if it knows or believes that any representation contained in such certificate is\nfalse.\n\n4.Check one of the following:\n\n☐The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate\nRegistrar, Retaining Sponsor and Depositor, that the transfer will occur during the VRR Interest Transfer Restriction Period and that:\n\nA.The Transferee is a “majority-owned affiliate”, as such term is defined in Regulation RR (a\n“Majority-Owned Affiliate”), of the Transferor; and\n\nB.To the Transferor’s knowledge, the Transferee is not acquiring the Uncertificated VRR Interest as\na nominee, trustee or agent for any person that is not a Majority-Owned Affiliate of the Transferor.\n\n☐The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate\nRegistrar, Retaining Sponsor and Depositor, that the transfer will occur after the termination of the VRR Interest Transfer Restriction\nPeriod, and that:\n\nA.The Transferee is a Person that provides financing permitted under Regulation RR (a “Permitted\nLender”);\n\nB.The Transferor’s knowledge, the Transferee is not a Non-Exempt Person; and\n\nC.To the knowledge of the Transferor, the Transferee is not acquiring an interest in the Uncertificated\nVRR Interest as a nominee, trustee or agent for any person\n\nL-7B-2\n\nthat is not a Permitted Lender, and\nthat for so long as it retains its interest in the Uncertificated VRR Interest, it will remain a Permitted Lender.\n\n☐The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate\nRegistrar, Retaining Sponsor and Depositor, that the transfer will occur after the termination of the VRR Interest Transfer Restriction\nPeriod.\n\n5.                 The\nTransferor understands that the Transferee has delivered to you a Transferee Certificate in the form attached to the Pooling and Servicing\nAgreement as Exhibit L-7A. The Transferor does not know or believe that any representation contained therein is false.\n\nCapitalized terms\nused but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.\n\n \n\nIN WITNESS WHEREOF, the Transferor\nhas caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.\n\n[TRANSFEROR]\n\nBy:\n\nName:\n\nTitle:\n\nL-7B-3\n\nThe foregoing certificate is hereby confirmed,\nand the transfer is accepted, as of the date first above written:\n\n[APPLICABLE RETAINING PARTY]\n\nBy:\n\nName:\n\nTitle:\n\n[Medallion Stamp Guarantee]\n\nCITI REAL ESTATE FUNDING INC.\n\nBy:\n\nName:\n\nTitle:\n\nCITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.\n\nBy:\n\nName:\n\nTitle:\n\nL-7B-4\n\n**EXHIBIT M-1A**\n\n**FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY\n(FOR PERSONS OTHER THAN THE CONTROLLING CLASS REPRESENTATIVE, A\nCONTROLLING CLASS CERTIFICATEHOLDER, THE LOAN-SPECIFIC\nCONTROLLING\nCLASS REPRESENTATIVE AND/OR A LOAN-SPECIFIC\nCONTROLLING CLASS CERTIFICATEHOLDER)**\n\n[Date]\n\n \n\nTrimont LLC\n\nas Master Servicer\n\nOne South\n\n101 S. Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: Benchmark 2026-V22 Asset\n\nManager\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\n \n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: legaldepartment@trimont.com\n\n \n\nwith a copy to:\n\n \n\nK&L Gates LLP\n\n300 South Tryon Street\n\nSuite 1000\n\nCharlotte, North Carolina 28202\n\nAttention: Stacy G. Ackermann\n\nReference: Benchmark 2026-V22\n\nEmail: stacy.ackermann@klgates.com\n\n \n\nLNR Partners, LLC\n\nas Special Servicer\n\n2340 Collins Avenue, Suite 700\n\nMiami Beach, Florida 33139\n\nAttention: Heather Bennett and Arnold Shulkin\n\nWith a copy to:\n\nhbennet@lnrpartners.com\n\nashulkin@lnrpartners.com\n\nWilmington Savings Fund Society, FSB,\n\nas Trustee\n\n500 Delaware Avenue, 11th Floor\n\nWilmington, DE 19801\n\nEmail: structuredfinance@wsfsbank.com\n\n* *\n\nBellOak, LLC\n\nas Operating Advisor and Asset\n\nRepresentations Reviewer\n\n1717 McKinney Avenue, 12th Floor\n\nDallas, TX 75202\n\nAttention: Reporting – Benchmark 2026-V22\n\n(with a copy sent contemporaneously via\n\nemail to reporting@belloakadvisors.com)\n\n \n\nCitibank, N.A.,\n\nas Certificate Administrator\n\n388 Greenwich Street, 26th Floor\n\nNew York, New York 10013\n\nAttention: Citibank Agency & Trust –\n\nBMARK 2026-V22\n\nFax number: (212) 816-5527\n\nEmail: ratingagencynotice@citi.com\n\n* *\n\nM-1A-1\n\nlnr.cmbs.notices@lnrproperty.com\n\nRe:\nBenchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22\n\nIn accordance with the\nrequirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Agreement”),\nbetween Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer,\nBellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington\nSavings Fund Society, FSB, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the\nundersigned hereby certifies and agrees as follows:\n\n1.       The\nundersigned is [the][a][an] [[investment advisor or manager of a][Holder][Beneficial Owner][prospective purchaser] of Class ___ Certificates]\n[Uncertificated [VRR] [___] Interest Owner][prospective purchaser of the Uncertificated [VRR] [___] Interest] [Risk Retention Consultation\nParty][Serviced Companion Loan Holder][Companion Loan Holder Representative], and is not [(a)] the Controlling Class Representative or\nControlling Class Certificateholder [IF APPLICABLE: or (b) a Loan-Specific Controlling Class Representative or a Loan-Specific Controlling\nClass Certificateholder].\n\n2.       [The\nundersigned has received a copy of the [Prospectus][Offering Circular][SPECIFY ANY OTHER APPLICABLE FINAL OFFERING DOCUMENT].\n\n1\n\n3.       **The\nundersigned is not a Borrower Party.**\n\n4.       Check\none of the following:\n\n☐The undersigned is a Risk Retention Consultation.\n\n☐The undersigned is **not** a Risk Retention Consultation Party.\n\n5.        Check\none of the following:\n\n☐The undersigned is **not** requesting disclosure of, or access to, Information with respect to a Whole\nLoan.\n\n☐The undersigned is requesting disclosure of, or access to, Information with respect to a Whole Loan, and\nthe undersigned is **not** a Consulting Party (other than, if applicable, a Risk Retention Consultation Party).\n\n☐The undersigned is requesting disclosure of, or access to, Information with respect to a Whole Loan, and\nthe undersigned is a Consulting Party (other\n\n1 Only required for a Holder,\nBeneficial Owner, or prospective purchaser of a Certificate (or an investment advisor or manager of the foregoing), an Uncertificated\nInterest Owner or a Risk Retention Consultation Party.\n\nM-1A-2\n\nthan, if applicable, a Risk Retention\nConsultation Party), and (check one of the following):\n\n☐the undersigned is **not**a “borrower party”, “borrower restricted party”,\n“restricted holder” or any other analogous concept under the related Co-Lender Agreement.\n\n☐        the\nundersigned is a “borrower party”, “borrower restricted party”, “restricted holder” or any other analogous\nconcept under the related Co-Lender Agreement.\n\n6.       The\nundersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the [Master\nServicer’s website][Certificate Administrator’s Website] and/or is requesting the information identified on the schedule attached\nhereto (also, the “Information”) pursuant to the provisions of the Agreement.\n\nIn consideration of the\ndisclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except\nfrom such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the related Certificates,\nrelated Uncertificated Interest or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise\nfrom such governmental or banking authorities or agencies to which the undersigned is subject and, if they execute and deliver a certification\nsubstantially similar to this, except from holders, beneficial owners and prospective purchasers of any related Companion Loan Securities\n(if applicable)), and such Information will not, without the prior written consent of the Trustee, be otherwise disclosed by the undersigned\nor by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)\nin any manner whatsoever, in whole or in part, unless required to do so by law.\n\nThe undersigned will not\nuse or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended\n(the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate\nnot previously registered pursuant to Section 5 of the Securities Act.\n\n7.       The\nundersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,\nthe Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special\nServicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or\nany of its Representatives.\n\n8.       The\nundersigned agrees that each time it accesses the [Master Servicer’s website][Certificate Administrator’s Website], the undersigned\nis deemed to have recertified that the representations and covenants contained herein remain true and correct.\n\n9.       Capitalized\nterms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.\n\nBY ITS CERTIFICATION HEREOF,\nthe undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto\nby its duly authorized signatory, as of the day and year written above.\n\nM-1A-3\n\n[[Investment advisor or manager of a] [Certificateholder][Loan-Specific Certificateholder][Beneficial Owner] [Uncertificated Interest\nOwner] [Prospective Purchaser][Risk Retention Consultation Party][Serviced Companion Loan Holder][Companion Loan Holder Representative]\n\nBy:\n\nName:\n\nTitle:\n\nCompany:\n\nPhone:\n\nM-1A-4\n\n**EXHIBIT M-1B**\n\n**FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY\n(FOR THE CONTROLLING CLASS REPRESENTATIVE, A CONTROLLING CLASS\nCERTIFICATEHOLDER, THE LOAN-SPECIFIC CONTROLLING CLASS\nREPRESENTATIVE\nAND/OR A LOAN-SPECIFIC CONTROLLING CLASS\nCERTIFICATEHOLDER)**\n\n[Date]\n\nTrimont LLC\n\nas Master Servicer\n\nOne South\n\n101 S. Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: Benchmark 2026-V22 Asset\n\nManager\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\n \n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: legaldepartment@trimont.com\n\n \n\nwith a copy to:\n\n \n\nK&L Gates LLP\n\n300 South Tryon Street\n\nSuite 1000\n\nCharlotte, North Carolina 28202\n\nAttention: Stacy G. Ackermann\n\nReference: Benchmark 2026-V22\n\nEmail: stacy.ackermann@klgates.com\n\n \n\nLNR Partners, LLC\n\nas Special Servicer\n\n2340 Collins Avenue, Suite 700\n\nMiami Beach, Florida 33139\n\nAttention: Heather Bennett and Arnold Shulkin\n\nWith a copy to:\n\nhbennet@lnrpartners.com\n\nWilmington Savings Fund Society, FSB,\n\nas Trustee\n\n500 Delaware Avenue, 11th Floor\n\nWilmington, DE 19801\n\nEmail: structuredfinance@wsfsbank.com\n\n* *\n\nBellOak, LLC\n\nas Operating Advisor and Asset\n\nRepresentations Reviewer\n\n1717 McKinney Avenue, 12th Floor\n\nDallas, TX 75202\n\nAttention: Reporting – Benchmark 2026-\n\nV22\n\n(with a copy sent contemporaneously via\n\nemail to reporting@belloakadvisors.com)\n\n \n\nCitibank, N.A.,\n\nas Certificate Administrator\n\n388 Greenwich Street, 26th Floor\n\nNew York, New York 10013\n\nAttention: Citibank Agency & Trust –\n\nBMARK 2026-V22\n\nFax number: (212) 816-5527\n\nEmail: ratingagencynotice@citi.com\n\n* *\n\n \nM-1B-1\n \n\n \n\n \n \n\nashulkin@lnrpartners.com\n\nlnr.cmbs.notices@lnrproperty.com\n\n* *\n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial\nMortgage Pass-Through Certificates, Series 2026-V22\n\nIn accordance with the\nrequirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Agreement”),\nbetween Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer,\nBellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington\nSavings Fund Society, FSB, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the\nundersigned hereby certifies and agrees as follows:\n\n1.       The\nundersigned is [the Controlling Class Representative][a Controlling Class Certificateholder][a Loan-Specific Controlling Class Representative][a\nLoan-Specific Controlling Class Certificateholder].\n\n2.       **The\nundersigned is not a Borrower Party.**\n\n3.       The\nundersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the Certificate\nAdministrator’s Website.\n\nIn consideration of the\ndisclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except\nfrom such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the related Certificates,\nfrom its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is\nsubject), and such Information will not, without the prior written consent of the Trustee, be otherwise disclosed by the undersigned or\nby its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in\nany manner whatsoever, in whole or in part, unless required to do so by law.\n\nThe undersigned will not\nuse or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended\n(the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate\nnot previously registered pursuant to Section 5 of the Securities Act.\n\n4.       The\nundersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,\nthe Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special\nServicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or\nany of its Representatives.\n\n5.       At\nany time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver the certification\nattached as Exhibit M-1C to the Agreement and shall deliver to the applicable parties the notices attached as Exhibit M-1F and Exhibit\nM-1G to the Agreement.\n\n \nM-1B-2\n \n\n \n\n6.       To the\nextent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives\naccess to such Excluded Information, the undersigned hereby agrees that it (i) will not directly or indirectly provide such Excluded Information\nto (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned, (D) any\nAffiliate involved in the management of any investment in any related Borrower Party or the related Mortgaged Property or (E) to its actual\nknowledge, any non-Affiliate that holds a direct or indirect ownership interest in any related Borrower Party, and (ii) will maintain\nsufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause\n(i) above.\n\n \n\n7.       The undersigned\nagrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified that the\nrepresentations and covenants contained herein remain true and correct.\n\n8.       [The\nundersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice\nprovisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage\nprepaid.]1\n\n9.       Capitalized\nterms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.\n\nBY ITS CERTIFICATION HEREOF,\nthe undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto\nby its duly authorized signatory, as of the day and year written above.\n\n[The Controlling Class Representative][a Controlling Class Certificateholder][a Loan-Specific Controlling Class Representative][a Loan-Specific\nControlling Class Certificateholder]\n\nBy:\n\nName:\n\nTitle:\n\nCompany:\n\n \n\n1 This certification\nis applicable post-closing.\n\n \nM-1B-3\n \n\n \n\n**EXHIBIT M-1C**\n\n**FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY\n(FOR THE CONTROLLING CLASS REPRESENTATIVE, A CONTROLLING CLASS\nCERTIFICATEHOLDER, THE LOAN-SPECIFIC CONTROLLING CLASS\nREPRESENTATIVE\nAND/OR A LOAN-SPECIFIC CONTROLLING CLASS\nCERTIFICATEHOLDER)**\n\n[Date]\n\nTrimont LLC\n\nas Master Servicer\n\nOne South\n\n101 S. Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: Benchmark 2026-V22 Asset\n\nManager\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\n \n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: legaldepartment@trimont.com\n\n \n\nwith a copy to:\n\n \n\nK&L Gates LLP\n\n300 South Tryon Street\n\nSuite 1000\n\nCharlotte, North Carolina 28202\n\nAttention: Stacy G. Ackermann\n\nReference: Benchmark 2026-V22\n\nEmail: stacy.ackermann@klgates.com\n\n \n\nLNR Partners, LLC\n\nas Special Servicer\n\n2340 Collins Avenue, Suite 700\n\nMiami Beach, Florida 33139\n\nAttention: Heather Bennett and Arnold Shulkin\n\nWith a copy to:\n\nhbennet@lnrpartners.com\n\nWilmington Savings Fund Society, FSB,\n\nas Trustee\n\n500 Delaware Avenue, 11th Floor\n\nWilmington, DE 19801\n\nEmail: structuredfinance@wsfsbank.com\n\n* *\n\nBellOak, LLC\n\nas Operating Advisor and Asset\n\nRepresentations Reviewer\n\n1717 McKinney Avenue, 12th Floor\n\nDallas, TX 75202\n\nAttention: Reporting – Benchmark 2026-\n\nV22\n\n(with a copy sent contemporaneously via\n\nemail to reporting@belloakadvisors.com)\n\n \n\nCitibank, N.A.,\n\nas Certificate Administrator\n\n388 Greenwich Street, 26th Floor\n\nNew York, New York 10013\n\nAttention: Citibank Agency & Trust –\n\nBMARK 2026-V22\n\nFax number: (212) 816-5527\n\nEmail: ratingagencynotice@citi.com\n\n* *\n\n \nM-1C-1\n \n\n \n\nashulkin@lnrpartners.com\n\nlnr.cmbs.notices@lnrproperty.com\n\n* *\n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial\nMortgage Pass-Through Certificates, Series 2026-V22\n\nIn accordance with the\nrequirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Agreement”),\nbetween Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer,\nBellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington\nSavings Fund Society, FSB, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the\nundersigned hereby certifies and agrees as follows:\n\n1.       The\nundersigned is [the Controlling Class Representative][a Controlling Class Certificateholder][a Loan-Specific Controlling Class Representative][a\nLoan-Specific Controlling Class Certificateholder].\n\n2.       **The\nundersigned is a Borrower Party with respect to the following Mortgage Loans (the “Excluded Controlling Class Mortgage Loans”):**\n\n**Mortgage Loan Number**\n**Loan Name**\n**Borrower Name**\n\n \n \n \n\n \n \n \n\n \n \n \n\n3.       Except\nwith respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Agreement to certain\ninformation (the “Information”) on the Certificate Administrator’s Website.\n\nIn consideration of the\ndisclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except\nfrom such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the related Certificates,\nfrom its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is\nsubject), and such Information will not, without the prior written consent of the Trustee, be otherwise disclosed by the undersigned or\nby its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in\nany manner whatsoever, in whole or in part, unless required to do so by law.\n\nThe undersigned will not\nuse or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended\n(the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate\nnot previously registered pursuant to Section 5 of the Securities Act.\n\n4.       The\nundersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using, and shall not access, review or\nuse, Excluded Information (as defined in the Agreement) relating to the Excluded Controlling Class Mortgage Loans to the extent the undersigned\nreceives access to such Excluded Information on the Certificate Administrator’s\n\n \nM-1C-2\n \n\n \n\nWebsite or otherwise receives access to such\nExcluded Information in connection with its duties, or exercise of its rights pursuant to the Agreement.\n\n5.       The\nundersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,\nthe Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special\nServicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or\nany of its Representatives.\n\n6.       To\nthe extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives\naccess to such Excluded Information, the undersigned hereby agrees that it (i) will not directly or indirectly provide such Excluded Information\nto (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned, (D) any\nAffiliate involved in the management of any investment in any related Borrower Party or the related Mortgaged Property or (E) to its actual\nknowledge, any non-Affiliate that holds a direct or indirect ownership interest in any related Borrower Party, and (ii) will maintain\nsufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause\n(i) above.\n\n7.       The\nundersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified\nthat the representations and covenants contained herein remain true and correct.\n\n8.       The\nundersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice\nprovisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage\nprepaid.\n\n9.       Capitalized\nterms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.\n\nBY ITS CERTIFICATION HEREOF,\nthe undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto\nby its duly authorized signatory, as of the day and year written above.\n\n[The Controlling Class Representative] [a Controlling Class Certificateholder][a Loan-Specific Controlling Class Representative][a Loan-Specific\nControlling Class Certificateholder]\n\nBy:\n\nName:\n\nTitle:\n\nCompany:\n\n \n\n \nM-1C-3\n \n\n \n\n**EXHIBIT M-1D**\n\n**FORM OF INVESTOR CERTIFICATION for\nBorrower PartY\n(for Persons other than the CONTROLLING CLASS REPRESENTATIVE, a\nControlling Class Certificateholder, A RISK RETENTION\nCONSULTATION\nPARTY, A HOLDER OF CLASS VRR CERTIFICATE(S), THE\nUNCERTIFICATED VRR INTEREST OWNER, A LOAN-SPECIFIC CONTROLLING\nCLASS REPRESENTATIVE AND/OR\nA LOAN-SPECIFIC CONTROLLING CLASS\nCERTIFICATEHOLDER)**\n\n[Date]\n\nTrimont LLC\n\nas Master Servicer\n\nOne South\n\n101 S. Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: Benchmark 2026-V22 Asset\n\nManager\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\n \n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: legaldepartment@trimont.com\n\n \n\nwith a copy to:\n\n \n\nK&L Gates LLP\n\n300 South Tryon Street\n\nSuite 1000\n\nCharlotte, North Carolina 28202\n\nAttention: Stacy G. Ackermann\n\nReference: Benchmark 2026-V22\n\nEmail: stacy.ackermann@klgates.com\n\n \n\nLNR Partners, LLC\n\nas Special Servicer\n\n2340 Collins Avenue, Suite 700\n\nMiami Beach, Florida 33139\n\nAttention: Heather Bennett and Arnold Shulkin\n\nWilmington Savings Fund Society, FSB,\n\nas Trustee\n\n500 Delaware Avenue, 11th Floor\n\nWilmington, DE 19801\n\nEmail: structuredfinance@wsfsbank.com\n\n* *\n\nBellOak, LLC\n\nas Operating Advisor and Asset\n\nRepresentations Reviewer\n\n1717 McKinney Avenue, 12th Floor\n\nDallas, TX 75202\n\nAttention: Reporting – Benchmark 2026-\n\nV22\n\n(with a copy sent contemporaneously via\n\nemail to reporting@belloakadvisors.com)\n\n \n\nCitibank, N.A.,\n\nas Certificate Administrator\n\n388 Greenwich Street, 26th Floor\n\nNew York, New York 10013\n\nAttention: Citibank Agency & Trust –\n\nBMARK 2026-V22\n\nFax number: (212) 816-5527\n\nEmail: ratingagencynotice@citi.com\n\n* *\n\n \nM-1D-1\n \n\n \n\nWith a copy to:\n\nhbennet@lnrpartners.com\n\nashulkin@lnrpartners.com\n\nlnr.cmbs.notices@lnrproperty.com\n\n* *\n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial\nMortgage Pass-Through Certificates, Series 2026-V22\n\nIn accordance with the\nrequirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Agreement”),\nbetween Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer,\nBellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington\nSavings Fund Society, FSB, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the\nundersigned hereby certifies and agrees as follows:\n\n1.       The\nundersigned is [the][a][an] [[investment advisor or manager of a][Holder][Beneficial Owner][prospective purchaser] of Class ___ Certificates][Serviced\nCompanion Loan Holder][Companion Loan Holder Representative].\n\n2.       The\nundersigned is not the [(a)] Controlling Class Representative or a Controlling Class Certificateholder [IF APPLICABLE: or (b) a Loan-Specific\nControlling Class Representative or a Loan-Specific Controlling Class Certificateholder].\n\n3.       The\nundersigned is not a Risk Retention Consultation Party and is neither a Holder of any Class VRR Certificate nor the Uncertificated VRR\nInterest Owner.\n\n4.       The\nundersigned has received a copy of the [Prospectus][Offering Circular][SPECIFY ANY OTHER APPLICABLE FINAL OFFERING DOCUMENT].1\n\n5.       Check\nall applicable box(es)**:**\n\n☐\n**The undersigned is a Borrower Party**\n\n☐\n**The undersigned is a Consulting Party with respect to a Whole Loan and the undersigned is a “borrower party”, “borrower\nrestricted party”, “restricted holder” or any other analogous concept under the related Co-Lender Agreement.**\n\n6.       The\nundersigned is requesting access pursuant to the Agreement to the Distribution Date Statement (the “Information”) on\nthe Certificate Administrator’s Website.\n\n1 Only\nrequired for a Holder, Beneficial Owner or prospective purchaser of a Certificate (or an investment advisor or manager of the foregoing).\n\n \nM-1D-2\n \n\n \n\nIn consideration of the\ndisclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except\nfrom such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the related Trust Certificates\nor the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise from such governmental or banking\nauthorities or agencies to which the undersigned is subject and, if they execute and deliver a certification substantially similar to\nthis, except from holders, beneficial owners and prospective purchasers of any related Companion Loan Securities (if applicable)), and\nsuch Information will not, without the prior written consent of the Trustee, be otherwise disclosed by the undersigned or by its officers,\ndirectors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,\nin whole or in part, unless required to do so by law.\n\nThe undersigned will not\nuse or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended\n(the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate\nnot previously registered pursuant to Section 5 of the Securities Act.\n\n7.       The\nundersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,\nthe Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special\nServicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or\nany of its Representatives.\n\n8.       The\nundersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified\nthat the representations and covenants contained herein remain true and correct.\n\n9.       The\nundersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice\nprovisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage\nprepaid.\n\n10.     Capitalized\nterms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.\n\n \n\nBY ITS CERTIFICATION HEREOF, the undersigned has made\nthe representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized\nsignatory, as of the day and year written above.\n\n[[Investment advisor or manager of a] [Certificateholder][Loan-Specific Certificateholder][Beneficial Owner][Prospective Purchaser]] [Serviced\nCompanion Loan Holder][Companion Loan Holder Representative]\n\nBy:\n\n \nM-1D-3\n \n\n \n\nName:\n\nTitle:\n\nCompany:\n\nPhone:\n\n \nM-1D-4\n \n\n \n\n**EXHIBIT M-1E**\n\n**FORM OF INVESTOR CERTIFICATION for\nBorrower PartY\n(for A Risk Retention Consultation Party, a Holder of Class VRR\nCertificate(S) OR THE UNCERTIFICATED VRR INTEREST OWNER)**\n\n[Date]\n\nTrimont LLC\n\nas Master Servicer\n\nOne South\n\n101 S. Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: Benchmark 2026-V22 Asset\n\nManager\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\n \n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: legaldepartment@trimont.com\n\n \n\nwith a copy to:\n\n \n\nK&L Gates LLP\n\n300 South Tryon Street\n\nSuite 1000\n\nCharlotte, North Carolina 28202\n\nAttention: Stacy G. Ackermann\n\nReference: Benchmark 2026-V22\n\nEmail: stacy.ackermann@klgates.com\n\n \n\nLNR Partners, LLC\n\nas Special Servicer\n\n2340 Collins Avenue, Suite 700\n\nMiami Beach, Florida 33139\n\nAttention: Heather Bennett and Arnold Shulkin\n\nWith a copy to:\n\nhbennet@lnrpartners.com\n\nashulkin@lnrpartners.com\n\nWilmington Savings Fund Society, FSB,\n\nas Trustee\n\n500 Delaware Avenue, 11th Floor\n\nWilmington, DE 19801\n\nEmail: structuredfinance@wsfsbank.com\n\n* *\n\nBellOak, LLC\n\nas Operating Advisor and Asset\n\nRepresentations Reviewer\n\n1717 McKinney Avenue, 12th Floor\n\nDallas, TX 75202\n\nAttention: Reporting – Benchmark 2026-\n\nV22\n\n(with a copy sent contemporaneously via\n\nemail to reporting@belloakadvisors.com)\n\n \n\nCitibank, N.A.,\n\nas Certificate Administrator\n\n388 Greenwich Street, 26th Floor\n\nNew York, New York 10013\n\nAttention: Citibank Agency & Trust –\n\nBMARK 2026-V22\n\nFax number: (212) 816-5527\n\nEmail: ratingagencynotice@citi.com\n\n* *\n\n \nM-1E-1\n \n\n \n\nlnr.cmbs.notices@lnrproperty.com\n\n* *\n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial\nMortgage Pass-Through Certificates, Series 2026-V22\n\nIn accordance with the\nrequirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Agreement”),\nbetween Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer,\nBellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington\nSavings Fund Society, FSB, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the\nundersigned hereby certifies and agrees as follows:\n\n1.       The\nundersigned is a Risk Retention Consultation Party, a Holder of the Class VRR Certificates or the Uncertificated VRR Interest Owner.\n\n2.       The\nundersigned has received a copy of the Prospectus.\n\n3.       Check\nall applicable box(es)**:**\n\n☐\n**The undersigned is a Borrower Party**\n\n☐**The undersigned is a Consulting Party with respect to a Whole Loan and the undersigned is a “borrower\nparty”, “borrower restricted party”, “restricted holder” or any other analogous concept under the related\nCo-Lender Agreement.**\n\n4.       The\nundersigned is requesting access pursuant to the Agreement to the Distribution Date Statement (the “Information”) on\nthe Certificate Administrator’s Website.\n\nIn consideration of the\ndisclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except\nfrom such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the related Certificates\nor the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise from such governmental or banking\nauthorities or agencies to which the undersigned is subject and, if they execute and deliver a certification substantially similar to\nthis, except from holders, beneficial owners and prospective purchasers of any related Companion Loan Securities (if applicable)), and\nsuch Information will not, without the prior written consent of the Trustee, be otherwise disclosed by the undersigned or by its officers,\ndirectors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,\nin whole or in part, unless required to do so by law.\n\nThe undersigned will not\nuse or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended\n(the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate\nnot previously registered pursuant to Section 5 of the Securities Act.\n\n \nM-1E-2\n \n\n \n\n5.       To\nthe extent undersigned receives access pursuant to the Agreement to any information relating to an Excluded RRCP Mortgage Loan (or a Mortgage\nLoan with respect to which the undersigned is otherwise a Borrower Party) and/or the related Mortgaged Property (which shall include any\nMajor Decision Reporting Package, Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports related\nto Specially Serviced Loans conducted by the Special Servicer or any Excluded Mortgage Loan Special Servicer and which may include any\nOperating Advisor reports delivered to the Certificate Administrator regarding the Special Servicer’s net present value determination,\nCollateral Deficiency Amount determination or any Appraisal Reduction Amount calculations, and any Officer’s Certificates delivered\nby the Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if made, would be)\na Nonrecoverable Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated with information\nof other Mortgage Loans at a pool level), whether on the Certificate Administrator’s Website or otherwise, the undersigned hereby\nagrees that it (i) will not provide any such information to (A) any related Borrower Party, (B) any employees or personnel of the\nundersigned or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged\nProperty or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower\nParty, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the\nlimitations described in clause (i) above. For the avoidance of doubt, any file or report contained in the CREFC®\nInvestor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any\nsuch Excluded Mortgage Loan) shall be considered information that is aggregated with information of other Mortgage Loans at a pool level.\n\n6.       The\nundersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,\nthe Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special\nServicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or\nany of its Representatives.\n\n7.       The\nundersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified\nthat the representations and covenants contained herein remain true and correct.\n\n8.       The\nundersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice\nprovisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage\nprepaid.\n\n9.       Capitalized\nterms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.\n\n \n\nBY ITS CERTIFICATION HEREOF, the undersigned has made\nthe representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized\nsignatory, as of the day and year written above.\n\n \nM-1E-3\n \n\n \n\n[Risk Retention Consultation Party][Holder of Class VRR Certificate(s)] [Uncertificated VRR Interest Owner]\n\nBy:\n\nName:\n\nTitle:\n\nCompany:\n\nPhone:\n\n \nM-1E-4\n \n\n \n\n**EXHIBIT M-1F**\n\n**FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS\nHOLDER**\n\n[Date]\n\nTrimont LLC\n\nas Master Servicer\n\nOne South\n\n101 S. Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: Benchmark 2026-V22 Asset\n\nManager\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\n \n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: legaldepartment@trimont.com\n\n \n\nwith a copy to:\n\n \n\nK&L Gates LLP\n\n300 South Tryon Street\n\nSuite 1000\n\nCharlotte, North Carolina 28202\n\nAttention: Stacy G. Ackermann\n\nReference: Benchmark 2026-V22\n\nEmail: stacy.ackermann@klgates.com\n\n \n\nLNR Partners, LLC\n\nas Special Servicer\n\n2340 Collins Avenue, Suite 700\n\nMiami Beach, Florida 33139\n\nAttention: Heather Bennett and Arnold Shulkin\n\nWith a copy to:\n\nhbennet@lnrpartners.com\n\nashulkin@lnrpartners.com\n\nlnr.cmbs.notices@lnrproperty.com\n\nWilmington Savings Fund Society, FSB,\n\nas Trustee\n\n500 Delaware Avenue, 11th Floor\n\nWilmington, DE 19801\n\nEmail: structuredfinance@wsfsbank.com\n\n* *\n\nBellOak, LLC\n\nas Operating Advisor and Asset\n\nRepresentations Reviewer\n\n1717 McKinney Avenue, 12th Floor\n\nDallas, TX 75202\n\nAttention: Reporting - Benchmark 2026-V22\n\n(with a copy sent contemporaneously via\n\nemail to reporting@belloakadvisors.com)\n\n \n\nCitibank, N.A.,\n\nas Certificate Administrator\n\n388 Greenwich Street, 26th Floor\n\nNew York, New York 10013\n\nAttention: Citibank Agency & Trust –\n\nBMARK 2026-V22\n\nFax number: (212) 816-5527\n\nEmail: ratingagencynotice@citi.com\n\n* *\n\n \n \n\n \nM-1F-1\n \n\n \n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial\nMortgage Pass-Through Certificates, Series 2026-V22\n\nTHIS NOTICE IDENTIFIES AN “EXCLUDED CONTROLLING\nCLASS MORTGAGE LOAN” RELATING TO THE Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage\nPass-Through Certificates, Series 2026-V22, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 4.02(A) OF THE POOLING\nAND SERVICING AGREEMENT.\n\nIn accordance with Section 4.02(a) of the Pooling\nand Servicing Agreement, dated as of May 1, 2026 (the “Agreement”), between Citigroup Commercial Mortgage Securities\nInc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as\nAsset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Savings Fund Society, FSB, as Trustee, with\nrespect to the above-referenced certificates (the “Certificates”), the undersigned (the “Excluded Controlling\nClass Holder”) hereby certifies and agrees as follows:\n\n1.                 \nThe undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder][a Loan-Specific Controlling Class\nRepresentative][a Loan-Specific Controlling Class Certificateholder] as of the date hereof.\n\n2.                 \nThe undersigned has become an Excluded Controlling Class Holder with respect to the following [Mortgage Loan(s)][and][Whole Loan(s)]\n(“Excluded Controlling Class Mortgage Loans”):\n\n \n\n**Mortgage\nLoan Number**\n**Loan\nName**\n**Borrower\nName**\n\n \n \n \n\n \n \n \n\n \n \n \n\n3.                 \nAs of the date above, the undersigned is the registered holder or beneficial owner of the following Certificates, and is providing\nthe below information to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among\nother things, the Certificate Administrator’s determination as to whether a Consultation Termination Event or Control Termination\nEvent is in effect with respect to the Excluded Controlling Class Mortgage Loans listed in paragraph 2 if any such Mortgage Loan is an\nExcluded Mortgage Loan:\n\n \n\n**CUSIP**\n**Class**\n**Outstanding Certificate Balance**\n**Initial Certificate Balance**\n\n \nM-1F-2\n \n\n \n\n \n \n \n \n\n \n \n \n \n\n \n \n \n \n\n4.                 \nThe undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit M-1G to the Pooling\nand Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not permitted\nto access and shall not access any Excluded Information related to the Excluded Controlling Class Mortgage Loans and made available on\nthe Certificate Administrator’s Website or otherwise pursuant to the Agreement unless and until it (i) is no longer an Excluded\nControlling Class Holder with respect to such Excluded Controlling Class Mortgage Loans, (ii) has delivered notice of the termination\nof the related Excluded Controlling Class Holder status and (iii) has submitted a new Investor Certification in accordance with Section\n4.02(a) of the Agreement.\n\n5.                 \nThe undersigned agrees to indemnify and hold harmless each party to the Agreement, the Underwriters, the Initial Purchasers and\nthe Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing this indemnity) arising\nout of or resulting from any unauthorized access by the undersigned or any agent, employee, representative or person acting on its behalf\nof any Excluded Information relating to the Excluded Controlling Class Mortgage Loans listed in Paragraph 2 above.\n\n6.                 \nThe undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have\nrecertified that the representations and covenants contained herein remain true and correct.\n\n \n\n7.                 \nExcept with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Agreement\nto certain information (the “Information”) on the Certificate Administrator’s Website. In consideration of the\ndisclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except\nfrom such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the related Certificates,\nfrom its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is\nsubject), and such Information will not, without the prior written consent of the Trustee, be otherwise disclosed by the undersigned or\nby its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in\nany manner whatsoever, in whole or in part, unless required to do so by law. The undersigned will not use or disclose the Information\nin any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”),\nor the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant\nto Section 5 of the Securities Act.\n\n8.                 \nTo the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise\nreceives access to such Excluded\n\n \nM-1F-3\n \n\n \n\nInformation, the undersigned hereby agrees that it (i) will not\ndirectly or indirectly provide such Excluded Information to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder,\n(C) any employees or personnel of the undersigned, (D) any Affiliate involved in the management of any investment in any related Borrower\nParty or the related Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest\nin any related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in\norder to comply with the obligations described in clause (i) above.\n\n9.                 \nThe undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with\nthe notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail,\npostage prepaid.\n\nCapitalized terms used but not defined herein\nhave the respective meanings given to them in the Agreement.\n\nIN WITNESS WHEREOF, the undersigned has made\nthe representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto by its duly authorized\nsignatory, as of the day and year written above.\n\n[Controlling Class Representative][a Controlling Class Certificateholder][a Loan-Specific Controlling Class Representative][a Loan-Specific\nControlling Class Certificateholder]\n\nBy:\n\n     \nName:\n\n     \nTitle:\n\n     \nPhone:\n\n     \nEmail:\n\n     \nAddress:\n\n \nM-1F-4\n \n\n \n\n**EXHIBIT M-1G**\n\n**FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS\nHOLDER TO\nCERTIFICATE ADMINISTRATOR**\n\n[Date]\n\nVia: Email\n\nCitibank, N.A.,\n\nas Certificate Administrator\n\n388 Greenwich Street, 26th Floor\n\nNew York, New York 10013\n\nAttention: Citibank Agency & Trust – BMARK 2026-V22\n\nEmail: ratingagencynotice@citi.com\n\n \n\n \n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial\nMortgage Pass-Through Certificates, Series 2026-V22\n\nIn accordance with Section 4.02(a) of the Pooling\nand Servicing Agreement, dated as of May 1, 2026 (the “Agreement”), between Citigroup Commercial Mortgage Securities\nInc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as\nAsset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Savings Fund Society, FSB, as Trustee, with\nrespect to the above-referenced certificates (the “Certificates”), the undersigned (the “Excluded Controlling\nClass Holder”) hereby directs you as follows:\n\n1.                 \nThe undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder][a Loan-Specific Controlling Class\nRepresentative][a Loan-Specific Controlling Class Certificateholder] as of the date hereof.\n\n2.                 \nThe undersigned has become an Excluded Controlling Class Holder with respect to the following [Mortgage Loan(s)][and][Whole Loan(s)]\n(“Excluded Controlling Class Mortgage Loans”):\n\n \n\n**Mortgage\nLoan Number**\n**Loan\nName**\n**Borrower\nName**\n\n \n \n \n\n \n \n \n\n \n \n \n\n3.                 \nThe following CitiDirect Login User IDs are affiliated with the undersigned and access to any information on the Certificate Administrator’s\nWebsite with\n\nM-1G-1\n\nrespect to the Benchmark 2026-V22 Mortgage Trust securitization\nshould be revoked as to such users:\n\n4.                 \nThe undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such\nExcluded Controlling Class Mortgage Loan(s) on the Certificate Administrator’s Website unless and until it (i) is no longer an Excluded\nControlling Class Holder with respect to such Excluded Controlling Class Mortgage Loan(s), (ii) has delivered notice of the termination\nof the related Excluded Controlling Class Holder status and (iii) has submitted an investor certification in the form of Exhibit M-1B\nto the Pooling and Servicing Agreement.\n\nCapitalized terms used but not defined herein\nhave the respective meanings given to them in the Agreement.\n\nIN WITNESS WHEREOF, the undersigned has made\nthe representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto by its duly authorized\nsignatory, as of the day and year written above.\n\n[Controlling Class Representative][a Controlling Class Certificateholder][a Loan-Specific Controlling Class Representative][a Loan-Specific\nControlling Class Certificateholder]\n\nBy:\n\n     \nName:\n\n     \nTitle:\n\n     \nPhone:\n\n     \nEmail:\n\n     \nAddress:\n\nDated:\n\n \n\ncc: Citigroup Commercial Mortgage Securities Inc.\n\nM-1G-2\n\nThe undersigned hereby acknowledges that\n\naccess to CitiDirect has been revoked for\n\nthe users listed in Paragraph 3.\n\nCitibank, N.A.,\n\nCertificate Administrator\n\nName:\n\nTitle:\n\nM-1G-3\n\n**EXHIBIT M-1H**\n\n**Form\nof Certification of the Controlling Class Representative\nAND THE LOAN-SPECIFIC CONTROLLING CLASS REPRESENTATIVE**\n\n[Date]\n\nTrimont LLC\n\nas Master Servicer\n\nOne South\n\n101 S. Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: Benchmark 2026-V22 Asset\n\nManager\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\n \n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: legaldepartment@trimont.com\n\n \n\nwith a copy to:\n\n \n\nK&L Gates LLP\n\n300 South Tryon Street\n\nSuite 1000\n\nCharlotte, North Carolina 28202\n\nAttention: Stacy G. Ackermann\n\nReference: Benchmark 2026-V22\n\nEmail: stacy.ackermann@klgates.com\n\n \n\nLNR Partners, LLC\n\nas Special Servicer\n\n2340 Collins Avenue, Suite 700\n\nMiami Beach, Florida 33139\n\nAttention: Heather Bennett and Arnold Shulkin\n\nWith a copy to:\n\nhbennet@lnrpartners.com\n\nashulkin@lnrpartners.com\n\nlnr.cmbs.notices@lnrproperty.com\n\nWilmington Savings Fund Society, FSB,\n\nas Trustee\n\n500 Delaware Avenue, 11th Floor\n\nWilmington, DE 19801\n\nEmail: structuredfinance@wsfsbank.com\n\n* *\n\nBellOak, LLC\n\nas Operating Advisor and Asset\n\nRepresentations Reviewer\n\n1717 McKinney Avenue, 12th Floor\n\nDallas, TX 75202\n\nAttention: Reporting – Benchmark 2026-\n\nV22\n\n(with a copy sent contemporaneously via\n\nemail to reporting@belloakadvisors.com)\n\n \n\nCitibank, N.A.,\n\nas Certificate Administrator\n\n388 Greenwich Street, 26th Floor\n\nNew York, New York 10013\n\nAttention: Citibank Agency & Trust –\n\nBMARK 2026-V22\n\nFax number: (212) 816-5527\n\nEmail: ratingagencynotice@citi.com\n\n* *\n\n \n\nM-1H-1\n\nRe:\nBenchmark 2026-V22 Mortgage\nTrust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22\n\nIn accordance with Section\n6.09(d) of the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Agreement”), between Citigroup Commercial\nMortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating\nAdvisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Savings Fund Society, FSB,\nas Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies\nand agrees as follows:\n\n1.       The\nundersigned has been appointed to act as [the][a] [Controlling Class Representative][Loan-Specific Controlling Class Representative].\n[The undersigned’s address for the purposes of Section 12.04 of the Pooling and Servicing Agreement is as follows: [INSERT\nADDRESS OF CONTROLLING CLASS REPRESENTATIVE OR LOAN-SPECIFIC CONTROLLING CLASS REPRESENTATIVE, AS APPLICABLE]1.\n\n2.       **The\nundersigned is not a Borrower Party.**\n\n3.       If\nthe undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver\nthe certification attached as Exhibit M-1C to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices\nattached as Exhibit M-1F and Exhibit M-1G to the Pooling and Servicing Agreement.\n\n4.       The\nundersigned hereby certifies that an executed copy of this certification has been delivered to the Certificate Administrator (which party\nis required to forward this notice to each of the other addressees listed above pursuant to Section 6.09(d) of the Pooling and\nServicing Agreement) in accordance with the notice provisions of the Pooling and Servicing Agreement (a) by overnight courier, (b) mailed\nby registered mail, postage prepaid, or (c) if the electronic mail address of the Certificate Administrator is specified in the notice\nprovisions of the Pooling and Servicing Agreement, by electronic mail.\n\n5.       Capitalized\nterms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.\n\nBY ITS CERTIFICATION HEREOF,\nthe undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as\nof the date certified.\n\n1 Applicable for a Controlling Class Representative\nor Loan-Specific Controlling Class Representative that is not the initial Controlling Class Representative or Loan-Specific Controlling\nClass Representative, as applicable.\n\nM-1H-2\n\n[The Controlling Class Representative][The Loan-Specific Controlling Class Representative]\n\nBy:\n\nTitle:\n\nCompany:\n\nPhone:\n\nM-1H-3\n\n**EXHIBIT M-1I**\n\n**Form\nof Certification of A Risk Retention Consultation Party**\n\n** **\n\nTrimont LLC\n\nas Master Servicer\n\nOne South\n\n101 S. Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: Benchmark 2026-V22 Asset\n\nManager\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\n \n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: legaldepartment@trimont.com\n\n \n\nwith a copy to:\n\n \n\nK&L Gates LLP\n\n300 South Tryon Street\n\nSuite 1000\n\nCharlotte, North Carolina 28202\n\nAttention: Stacy G. Ackermann\n\nReference: Benchmark 2026-V22\n\nEmail: stacy.ackermann@klgates.com\n\n \n\nLNR Partners, LLC\n\nas Special Servicer\n\n2340 Collins Avenue, Suite 700\n\nMiami Beach, Florida 33139\n\nAttention: Heather Bennett and Arnold Shulkin\n\nWith a copy to:\n\nhbennet@lnrpartners.com\n\nashulkin@lnrpartners.com\n\nlnr.cmbs.notices@lnrproperty.com\n\nWilmington Savings Fund Society, FSB,\n\nas Trustee\n\n500 Delaware Avenue, 11th Floor\n\nWilmington, DE 19801\n\nEmail: structuredfinance@wsfsbank.com\n\n* *\n\nBellOak, LLC\n\nas Operating Advisor and Asset\n\nRepresentations Reviewer\n\n1717 McKinney Avenue, 12th Floor\n\nDallas, TX 75202\n\nAttention: Reporting – Benchmark 2026-\n\nV22\n\n(with a copy sent contemporaneously via\n\nemail to reporting@belloakadvisors.com)\n\n \n\nCitibank, N.A.,\n\nas Certificate Administrator\n\n388 Greenwich Street, 26th Floor\n\nNew York, New York 10013\n\nAttention: Citibank Agency & Trust –\n\nBMARK 2026-V22\n\nFax number: (212) 816-5527\n\nEmail: ratingagencynotice@citi.com\n\n* *\n\n \n\nM-1I-1\n\nRe:\nBenchmark\n2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22\n\nIn accordance with Section\n6.09(i) of, and the definition of “Risk Retention Consultation Party” in, the Pooling and Servicing Agreement, the undersigned\nhereby certifies and agrees as follows:\n\n1.       The\nundersigned has been appointed to act as a Risk Retention Consultation Party.\n\n2.       The\nundersigned’s address for the purposes of Section 12.04 of the Pooling and Servicing Agreement is as follows:\n\n[INSERT ADDRESS OF RISK\nRETENTION CONSULTATION PARTY]\n\n3.       The\nundersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice\nprovisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier, (b) mailed by registered\nmail, postage prepaid or (c) if the electronic mail address of the Certificate Administrator is specified in the notice provisions of\nthe Pooling and Servicing Agreement, by electronic mail.\n\n4.       Capitalized\nterms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.\n\nBY ITS CERTIFICATION HEREOF,\nthe undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as\nof the date certified.\n\n[RISK RETENTION CONSULTATION PARTY]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\nM-1I-2\n\n**EXHIBIT M-2A**\n\n**FORM OF INVESTOR CERTIFICATION FOR EXERCISING\nVOTING RIGHTS,\nPOOLED VOTING RIGHTS OR LOAN-SPECIFIC VOTING RIGHTS FOR\nNON-BORROWER PARTY**\n\n** **\n\n[Date]\n\n \n\nCitibank, N.A.,\n\nas Certificate Administrator\n\n388 Greenwich Street, 26th Floor\n\nNew York, New York 10013\n\nAttention: Citibank Agency & Trust – BMARK 2026-V22\n\nFax number: (212) 816-5527\n\nEmail: ratingagencynotice@citi.com\n\n \n\nAttention:\nBenchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22\n\nIn accordance with the\nrequirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Agreement”),\nbetween Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer,\nBellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington\nSavings Fund Society, FSB, as Trustee, with respect to the above-referenced certificates, the undersigned hereby certifies and agrees\nas follows:\n\n1.       The\nundersigned is a [Holder][Beneficial Owner] of Class ___ Certificates [with an aggregate [principal balance][notional amount] of $[________]][representing\na [__]% Percentage Interest in the applicable Class].\n\n2.       The\nundersigned has received a copy of the [Prospectus] [Offering Circular] [SPECIFY OTHER APPLICABLE FINAL OFFERING DOCUMENT].\n\n3.       **The\nundersigned is not a Borrower Party.**\n\n4.       The\nundersigned is not the Uncertificated VRR Interest Owner.\n\n5.       The\nundersigned is permitted and intends to exercise Voting Rights or [Pooled][Loan-Specific] Voting Rights under the Agreement and certifies\nthat (please check one of the following):\n\n___The undersigned is the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage Loan\nSpecial Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or a\n\nM-2A-1\n\nMortgage Loan Seller, and the undersigned\nis not prohibited from such exercise of Voting Rights or [Pooled][Loan-Specific] Voting Rights based on the definition of [“Certificateholder”][“Loan-Specific\nCertificateholder”] in the Agreement by reason of acting in such capacity.\n\n___The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, an Excluded\nMortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer\nor a Mortgage Loan Seller, and the undersigned is not prohibited from such exercise of Voting Rights or [Pooled][Loan-Specific] Voting\nRights based on the definition of [“Certificateholder”][“Loan-Specific Certificateholder”] in the Agreement by\nreason of its Affiliate acting in such capacity.\n\n___The undersigned is not the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage\nLoan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, a Mortgage\nLoan Seller or an Affiliate of any of the foregoing.\n\n6.       The\nundersigned shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees, agents\nor representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating Advisor,\nthe Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust\nFund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.\n\n7.       Capitalized\nterms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.\n\nBY ITS CERTIFICATION HEREOF,\nthe undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized\nsignatory, as of the day and year written above.\n\n[Certificateholder] [Loan-Specific\n\nCertificateholder] [Beneficial Owner]\n\nBy:\n\nName:\n\nTitle:\n\nCompany:\n\nPhone:\n\n \n\nM-2A-2\n\n**EXHIBIT M-2B**\n\n**FORM OF INVESTOR CERTIFICATION FOR EXERCISING\nVOTING RIGHTS,\nPOOLED VOTING RIGHTS OR LOAN-SPECIFIC VOTING RIGHTS FOR\nBORROWER PARTY**\n\n** **\n\n[Date]\n\n \n\nCitibank, N.A.,\n\nas Certificate Administrator\n\n388 Greenwich Street, 26th Floor\n\nNew York, New York 10013\n\nAttention: Citibank Agency & Trust – BMARK 2026-V22\n\nFax number: (212) 816-5527\n\nEmail: ratingagencynotice@citi.com\n\n \n\nAttention:\nBenchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22\n\nIn accordance with the\nrequirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Agreement”),\nbetween Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer,\nBellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington\nSavings Fund Society, FSB, as Trustee, with respect to the above-referenced certificates, the undersigned hereby certifies and agrees\nas follows:\n\n1.       The\nundersigned is a [Holder][Beneficial Owner] of Class ___ Certificates [with an aggregate [principal balance][notional amount] of $[________]][representing\na [__]% Percentage Interest in the applicable Class].\n\n2.       The\nundersigned has received a copy of the Prospectus.\n\n3.       **The\nundersigned is a Borrower Party.**\n\n4.**       **Check\none of the following:\n\n☐       The\nundersigned is not [(a)] the Controlling Class Representative or a Controlling Class Certificateholder [IF APPLICABLE: or (b) a Loan-Specific\nControlling Class Representative or a Loan-Specific Controlling Class Certificateholder].\n\n☐       The\nundersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder][the Loan-Specific Controlling Class Representative][a\nLoan-Specific Controlling Certificateholder]. The undersigned is an Excluded Controlling\n\nM-2B-1\n\nClass Holder with respect to the following\n[Mortgage Loan(s)][and][Whole Loan(s)] (“Excluded Controlling Class Mortgage Loans”):\n\n \n\n**Mortgage Loan Number**\n**Loan Name**\n**Borrower Name**\n\n \n \n \n\n \n \n \n\n5.       The\nundersigned is not an Uncertificated Interest Owner.\n\n6.       The\nundersigned is permitted and intends to exercise Voting Rights or [Pooled][Loan-Specific] Voting Rights under the Agreement and certifies\nthat (please check all that apply):\n\n___Such exercise of Voting Rights or [Pooled][Loan-Specific] Voting Rights does not involve giving any consent,\napproval or waiver or taking any other action with respect to any Mortgage Loan as to which the undersigned is a Borrower Party.\n\n___The undersigned is not the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage\nLoan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, a Mortgage\nLoan Seller or an Affiliate of any of the foregoing.\n\n___The undersigned is the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage Loan\nSpecial Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or a Mortgage\nLoan Seller, and the undersigned is not prohibited from such exercise of Voting Rights or [Pooled][Loan-Specific] Voting Rights based\non the definition of [“Certificateholder”][“Loan-Specific Certificateholder”] in the Agreement by reason of acting\nin such capacity.\n\n___The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, an Excluded\nMortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer\nor a Mortgage Loan Seller, and the undersigned is not prohibited from such exercise of Voting Rights or [Pooled][Loan-Specific] Voting\nRights based on the definition of [“Certificateholder”][“Loan-Specific Certificateholder”] in the Agreement by\nreason of its Affiliate acting in such capacity.\n\n7.The undersigned shall be fully liable for any breach of this agreement by itself or any of its officers,\ndirectors, partners, employees, agents or representatives (collectively, the “Representatives”) and shall indemnify\nthe Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate\n\nM-2B-2\n\nAdministrator, the Trustee, the Master\nServicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach\nby the undersigned or any of its Representatives.\n\n8.       Capitalized\nterms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.\n\nBY ITS CERTIFICATION HEREOF,\nthe undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized\nsignatory, as of the day and year written above.\n\n[Certificateholder][Loan-Specific\n\nCertificateholder] [Beneficial Owner]\n\nBy:\n\nName:\n\nTitle:\n\nCompany:\n\nPhone:\n\nM-2B-3\n\n**EXHIBIT M-3**\n\n**FORM OF ONLINE VENDOR CERTIFICATION**\n\n \n\n*This Certification has\nbeen prepared for provision of information to the market data providers\nlisted in Paragraph 1 below pursuant to the direction of the Depositor.\nIf you represent a\nVendor Provider not listed herein and would like access to the information, please contact the\nCertificate Administrator’s\ncustomer service desk at 1-888-855-9695*\n\nIn connection with the\nBenchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22 (the “Certificates”),\nthe undersigned hereby certifies and agrees as follows:\n\n1.       The\nundersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., CMBS.com,\nInc., Moody’s Analytics, Markit Group Limited, RealINSIGHT, Thompson Reuters Corporation, Intercontinental Exchange | ICE Data Services,\nKBRA Analytics, LLC, DealView Technologies Ltd., CRED iQ or a market data provider that has been given access to the Distribution Date\nStatements, CREFC reports and supplemental notices on https://sf.citidirect.com (“CitiDirect”) by request of the Depositor.\n\n2.       The\nundersigned agrees that each time it accesses CitiDirect, the undersigned is deemed to have recertified that the representation above\nremains true and correct.\n\n3.       The\nundersigned acknowledges and agrees that the provision to it of information and/or reports on CitiDirect is for its own use only, and\nagrees that it will not disseminate or otherwise make such information available to any other person without the written consent of the\nDepositor, and any confidentiality agreement applicable to the undersigned with respect to information obtained from the Rule 17g-5 Information\nProvider’s Website shall also be applicable to information obtained from CitiDirect.\n\n4.       Capitalized\nterms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement, dated as\nof May 1, 2026, between Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC,\nas Special Servicer, BellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,\nand Wilmington Savings Fund Society, FSB, as Trustee.\n\nM-3-1\n\nBY ITS CERTIFICATION HEREOF,\nthe undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized\nsignatory, as of the date certified.\n\n[                         ]\n\nBy:\n\nName:\n\nTitle:\n\nCompany:\n\nPhone:\n\n \n\nM-3-2\n\n**EXHIBIT M-4**\n\n**FORM OF CONFIDENTIALITY AGREEMENT**\n\n \n\nTrimont LLC\n\nas Master Servicer\n\nOne South\n\n101 S. Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: Benchmark 2026-V22 Asset\n\nManager\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\n \n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: legaldepartment@trimont.com\n\n \n\nwith a copy to:\n\n \n\nK&L Gates LLP\n\n300 South Tryon Street\n\nSuite 1000\n\nCharlotte, North Carolina 28202\n\nAttention: Stacy G. Ackermann\n\nReference: Benchmark 2026-V22\n\nEmail: stacy.ackermann@klgates.com\n\n \n\nLNR Partners, LLC\n\nas Special Servicer\n\n2340 Collins Avenue, Suite 700\n\nMiami Beach, Florida 33139\n\nAttention: Heather Bennett and Arnold Shulkin\n\nWith a copy to:\n\nhbennet@lnrpartners.com\n\nashulkin@lnrpartners.com\n\nlnr.cmbs.notices@lnrproperty.com\n\nWilmington Savings Fund Society, FSB,\n\nas Trustee\n\n500 Delaware Avenue, 11th Floor\n\nWilmington, DE 19801\n\nEmail: structuredfinance@wsfsbank.com\n\n* *\n\nBellOak, LLC\n\nas Operating Advisor and Asset\n\nRepresentations Reviewer\n\n1717 McKinney Avenue, 12th Floor\n\nDallas, TX 75202\n\nAttention: Reporting – Benchmark 2026-\n\nV22\n\n(with a copy sent contemporaneously via\n\nemail to reporting@belloakadvisors.com)\n\n \n\nCitibank, N.A.,\n\nas Certificate Administrator\n\n388 Greenwich Street, 26th Floor\n\nNew York, New York 10013\n\nAttention: Citibank Agency & Trust –\n\nBMARK 2026-V22\n\nFax number: (212) 816-5527\n\nEmail: ratingagencynotice@citi.com\n\n* *\n\n \n\nM-4-1\n\nRe:\nBenchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22\n\nLadies and Gentlemen:\n\nIn connection with the Benchmark\n2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22, Class [__] (the “Subject Certificates”),\nwe acknowledge that we will be furnished by [Trimont LLC, as Master Servicer][,][ and][ LNR Partners, LLC, as Special Servicer] (and may\nhave been previously furnished) with certain information (the “Information”).\nFor the purposes of this letter agreement (this “Agreement”),\n“Representative” of a Person refers to such Person’s\ndirectors, officers, employees, and agents; and “Person”\nrefers to any individual, group or entity.\n\nIn connection with and in\nconsideration of our being provided with Information, we hereby acknowledge and agree that we are requesting and will use the Information\nsolely for purposes of making investment decisions and/or exercising the rights of the applicable [Directing Holder][Consulting Party]\nwith respect to the [Subject Certificates and the related Trust Loan(s)] [[NAME OF SERVICED WHOLE LOAN] Whole Loan] and will not disclose\nsuch Information to any Person other than (i) our Representatives, (ii) our auditors and regulators and (iii) any Person\ncontemplating the purchase of [any Subject Certificate][the [NAME OF SERVICED COMPANION LOAN] Companion Loan] held by the undersigned\nor of an interest therein (or such outside Persons as are assisting it in making an evaluation in connection with purchasing the [Subject\nCertificates][the [NAME OF SERVICED COMPANION LOAN] Companion Loan] (but only if such Persons confirm in writing such contemplation of\na prospective ownership interest and agree in writing to keep such Information confidential)), (iv) our accountants and attorneys,\nand (v) such governmental or banking authorities or agencies to which the undersigned is subject; and such Information will not,\nwithout the prior written consent of the Master Servicer or the Special Servicer, as applicable, and the Trustee, be otherwise disclosed\nby the undersigned or by its Representatives in any manner whatsoever, in whole or in part, unless required to do so by law.\n\nThe undersigned shall be\nfully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the Operating\nAdvisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and\nthe Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.\n\nThis Agreement shall not\napply to any of the Information which: (i) is or becomes generally available and known to the public other than as a result of a\ndisclosure directly or indirectly by us or any of our Representatives; (ii) becomes lawfully available to us on a non-confidential\nbasis from a source other than you or one of your Representatives, which source is not bound by a contractual or other obligation of confidentiality\nto any Person; or (iii) was lawfully known to us on a non-confidential basis prior to its disclosure to us by you.\n\nCapitalized terms used but\nnot defined herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated as of May 1, 2026,\nbetween Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer,\nBellOak, LLC, as Operating Advisor and as Asset\n\nM-4-2\n\nRepresentations Reviewer, Citibank, N.A., as\nCertificate Administrator, and Wilmington Savings Fund Society, FSB, as Trustee.\n\nThis Agreement, when signed\nby us, will constitute our agreement with respect to the subject matter contained herein.\n\nVery truly yours,\n\n[NAME OF ENTITY]\n\nBy:\n\nName:\n\nTitle:\n\nCompany:\n\nPhone:\n\ncc:Citigroup Commercial Mortgage Securities Inc.\n\n[Trustee]\n\nM-4-3\n\n**EXHIBIT M-5**\n\n** **\n\n**FORM OF NRSRO CERTIFICATION**\n\n** **\n\n \n\nCitibank, N.A.,\n\nas Certificate Administrator\n\n388 Greenwich Street, 26th Floor\n\nNew York, New York 10013\n\nAttention: Citibank Agency & Trust – BMARK 2026-V22\n\nFax number: (212) 816-5527\n\nEmail: ratingagencynotice@citi.com\n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22\n\n \n\nLadies and Gentlemen:\n\n \n\nIn accordance with the requirements\nfor obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and\nServicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer,\nLNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate\nAdministrator, and Wilmington Savings Fund Society, FSB, as Trustee, with respect to the Benchmark 2026-V22 Mortgage Trust, Commercial\nMortgage Pass-Through Certificates, Series 2026-V22 (the “Certificates”), the undersigned hereby certifies and agrees\nas follows:\n\n \n\n1.        The undersigned, a nationally\nrecognized statistical rating organization (“NRSRO”) within the meaning of Section 3(a)(62) of the Securities Exchange\nAct of 1934, as amended (the “Exchange Act”);\n\n(a)              \nhas provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e); and\n\n(b)              \nis requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)\non the Rule 17g-5 Information Provider’s Website pursuant to the provisions of the Pooling and Servicing Agreement, and in consideration\nof the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential\n(except to the extent such information has been made available to the general public), and such Information will not, without the prior\nwritten consent of the Certificate Administrator, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees,\nagents, or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part.\n\n \n\nM-5-1\n\n2.        The undersigned agrees that\neach time it accesses the Rule 17g-5 Information Provider’s Website, it is deemed to have recertified that the representations herein\ncontained remain true and correct.\n\n \n\nCapitalized terms used but not defined herein shall\nhave the respective meanings assigned thereto in the Pooling and Servicing Agreement.\n\n \n\nBY ITS CERTIFICATION HEREOF, the undersigned has made\nthe representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto by its duly authorized\nsignatory, as of the day and year first written above.\n\nVery truly yours,\n\n[NRSRO Name]\n\nBy:\n\nName:\n\nTitle:\n\nPhone:\n\nEmail:\n\nDated:\n\nM-5-2\n\n**EXHIBIT N**\n\n**CUSTODIAN CERTIFICATION**\n\n \n\n[DATE]\n\n \n\n[All Parties to Pooling and Servicing Agreement]\n\n[Applicable Mortgage Loan Seller]\n\n[Each Underwriter]\n\n[Each Initial Purchaser]\n\n[The related Serviced Companion Loan Holder (upon request, in the\ncase of a Serviced Whole Loan)]\n\nRe:Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)\nrelating to Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,\nSeries 2026-V22\n\nLadies and Gentlemen:\n\nIn accordance with the provisions of Section\n2.02(b) of the Pooling and Servicing Agreement, the undersigned hereby certifies that, with respect to each Mortgage Loan [and Trust\nSubordinate Companion Loan]*, and subject to the exceptions noted in the schedule of exceptions\nattached hereto, (i) all documents specified in clauses (1), (2), (3), (4) (other than with respect\nto an Outside Serviced Mortgage Loan), (5), (6) (provided that the undersigned has been notified of any related modification),\n(7), (15) and (20) (for each Mortgage Loan that is part of a Whole Loan [and Trust Subordinate Companion Loan]*)\nof the definition of “Mortgage File” are in its possession; (ii) the recordation/filing contemplated by Section 2.01(c)\nof the Pooling and Servicing Agreement has been completed (based solely on receipt by the undersigned of the particular recorded/filed\ndocuments); (iii) all documents received by the undersigned with respect to such Mortgage Loan [or Trust Subordinate Companion\nLoan]* have been reviewed by the undersigned and (A) appear regular on their face (handwritten additions, changes or corrections\nshall not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed (where appropriate) and\n(C) purport to relate to such Mortgage Loan [or Trust Subordinate Companion Loan]*; and (iv) based on the examinations\nreferred to in Section 2.02(a) and Section 2.02(b) of the Pooling and Servicing Agreement and only as to\nthe foregoing documents (together with any Loan Agreement that has been delivered by the related Mortgage Loan Seller), the information\nset forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of the definition\nof “Mortgage Loan Schedule” accurately reflects the information set forth in the Mortgage File.\n\n*To be added only if\nthe Trust Fund includes a Trust Subordinate Companion Loan.\n\nN-1\n\nThe undersigned makes no representations as to:\n(i) the validity, legality, sufficiency, enforceability or genuineness of any such documents contained in each Mortgage File or any of\nthe Mortgage Loans identified in the Mortgage Loan Schedule [or any Trust Subordinate Companion Loan]*,\nor (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan [or Trust Subordinate Companion Loan]*.\n\nThe scope of the Custodian’s review of the\nMortgage Files is limited solely to confirming that certain documents in Mortgage Files have been received and appear regular on their\nface and to confirm certain other information as set forth in Section 2.02 of the Pooling and Servicing Agreement.  The Custodian’s\nreview of the Mortgage Files and any certification with respect thereto is not intended to and shall not be deemed to constitute “due\ndiligence services” or a “third party due diligence report” as such terms are defined in Rules 17g-10 and 15Ga-2, respectively,\nunder the Exchange Act.  Any recipient of the Custodian’s certification or a copy thereof by its receipt thereof is deemed\nto agree that it shall not share such certification with any rating agency or any party not addressed on such certification.\n\nCapitalized words and phrases used herein and\nnot otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This certificate\nis subject in all respects to the terms of the Pooling and Servicing Agreement.\n\nCITIBANK, N.A., as Custodian\n\nBy:\n\nName:\n\nTitle:\n\n*To be added only if\nthe Trust Fund includes a Trust Subordinate Companion Loan.\n\nN-2\n\nSCHEDULE OF EXCEPTIONS\n\n \n\n[          ]\n\nN-3\n\n**EXHIBIT O**\n\n**SERVICING CRITERIA TO BE ADDRESSED IN\nASSESSMENT OF COMPLIANCE**\n\nThe assessment of compliance\nto be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”\napplicable to such party, as such criteria may be updated or limited by the Commission or its staff (including, without limitation, not\nrequiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance provided by the Commission or\nits staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this Exhibit O, other than with respect\nto Item 1122(d)(2)(iii), references to Master Servicer and Special Servicer below shall include any Sub-Servicer engaged by the Master\nServicer or Special Servicer, as applicable.\n\n \n\n**applicable Servicing Criteria**\n**applicable\nparty**\n\n**Reference**\n**Criteria**\n \n\n \n**General Servicing Considerations**\n \n\n1122(d)(1)(i)\nPolicies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.\n\nMaster Servicer\n\nSpecial Servicer\n\nCertificate Administrator\n\n1122(d)(1)(ii)\nIf any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.\n\nMaster Servicer\n\nSpecial Servicer\n\nCertificate Administrator\n\n \n\n1122(d)(1)(iii)\nAny requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.\nN/A\n\n1122(d)(1)(iv)\nA fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.\nMaster Servicer\n\nSpecial Servicer\n\nCustodian (in the case of the Custodian, if such entity is not also the Certificate Administrator)\n\n1122(d)(1)(v)\nAggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.\n\nMaster Servicer\n\nSpecial Servicer\n\nCertificate Administrator\n\n \n**Cash Collection and Administration**\n \n\n1122(d)(2)(i)\nPayments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.\n\nMaster Servicer\n\nSpecial Servicer\n\nCertificate Administrator\n\n1122(d)(2)(ii)\nDisbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.\nCertificate Administrator\n\n \n\n1122(d)(2)(iii)\nAdvances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.\n\nMaster Servicer\n\nSpecial Servicer\n\nBack-Up Advancing Agent (in the case of the Back-Up Advancing Agent, to the extent the Back-Up Advancing Agent was required to make an\nadvance during the applicable calendar year)\n\nO-1\n\n**applicable Servicing Criteria**\n**applicable\nparty**\n\n**Reference**\n**Criteria**\n \n\n1122(d)(2)(iv)\nThe related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.\nMaster Servicer\n\nSpecial Servicer\n\nCertificate Administrator\n\n1122(d)(2)(v)\nEach custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.\nMaster Servicer\n\nSpecial Servicer\n\nCertificate Administrator\n\n1122(d)(2)(vi)\nUnissued checks are safeguarded so as to prevent unauthorized access.\nMaster Servicer\n\nSpecial Servicer\n\nCertificate Administrator\n\n1122(d)(2)(vii)\nReconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.\nMaster Servicer\n\nSpecial Servicer\n\nCertificate Administrator\n\n \n**Investor Remittances and Reporting**\n \n\n1122(d)(3)(i)\nReports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Reporting Servicer.\nCertificate Administrator\n\nOperating Advisor (excluding clauses (C) and (D) in the case of the Operating Advisor)\n\n1122(d)(3)(ii)\nAmounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.\nCertificate Administrator\n\n1122(d)(3)(iii)\nDisbursements made to an investor are posted within two business days to the Reporting Servicer’s investor records, or such other number of days specified in the transaction agreements.\nCertificate Administrator\n\n1122(d)(3)(iv)\nAmounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.\nCertificate Administrator\n\n \n**Pool Asset Administration**\n \n\n1122(d)(4)(i)\nCollateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.\nMaster Servicer\n\nSpecial Servicer\n\nCustodian\n\n1122(d)(4)(ii)\nMortgage loan and related documents are safeguarded as required by the transaction agreements\nCustodian\n\n1122(d)(4)(iii)\nAny additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.\nMaster Servicer\n\nSpecial Servicer\n\nCertificate Administrator\n\n1122(d)(4)(iv)\nPayments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.\nMaster Servicer\n\n1122(d)(4)(v)\nThe Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to an obligor’s unpaid principal balance.\nMaster Servicer\n\nO-2\n\n**applicable Servicing Criteria**\n**applicable\nparty**\n\n**Reference**\n**Criteria**\n \n\n1122(d)(4)(vi)\nChanges with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.\nMaster Servicer\n\nSpecial Servicer\n\n1122(d)(4)(vii)\nLoss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.\nSpecial Servicer\n\nOperating Advisor\n\n1122(d)(4)(viii)\nRecords documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).\nMaster Servicer\n\nSpecial Servicer\n\n1122(d)(4)(ix)\nAdjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.\nMaster Servicer\n\n1122(d)(4)(x)\nRegarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.\nMaster Servicer\n\n1122(d)(4)(xi)\nPayments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.\nMaster Servicer\n\n1122(d)(4)(xii)\nAny late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.\nMaster Servicer\n\n1122(d)(4)(xiii)\nDisbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.\nMaster Servicer\n\n1122(d)(4)(xiv)\n Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.\nMaster Servicer\n\n1122(d)(4)(xv)\nAny external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.\nN/A\n\nO-3\n\n**EXHIBIT P**CERTAIN MORTGAGE LOAN REMIC MATTERS\n\n \n\n1.\nMortgage Loans to be included in a Mortgage Loan REMIC: None\n\n2.Mortgage Loan REMIC Residual Interests to be included in the Trust Fund: None\n\nP-1\n\n**EXHIBIT Q**\n\n**RETAINED DEFEASANCE RIGHTS AND OBLIGATIONS\nMORTGAGE LOANS**\n\n** **\n\n** **\n\n**Loan\nNumber**\n**Mortgage\nLoan / Property Name**\n**Mortgage\nLoan Seller**\n\n2\nCompass\nStorage National Portfolio\nCREFI\n\n6\nFour\nPoints by Sheraton Times Square – Leased Fee\nCREFI\n\n8\nWestchester\nApartments\nCREFI\n\n11\nONX\nIndustrial Campus\nBarclays\n\n13\nHGI\nAlbany\nGACC\n\n14\nEmbassy\nPlaza\nCREFI\n\n15\n129\nRussell & 506 Warren Street\nCREFI\n\n21\nBrooklyn\nPackage\nGSMC\n\n24\n550\nW 172nd Street &  565 W 171st Street\nCREFI\n\n25\nBulldog\nCrossing Apartments\nGACC\n\n26\n270\nManhattan Avenue\nGSMC\n\n28\nSpringhill\nSuites Jacksonville\nGACC\n\n29\n135\nChristopher Street\nGACC\n\n31\nSecurCare\nSelf Storage Portfolio\nGACC\n\n** **\n\nQ-1\n\n \n\n**EXHIBIT R**\n\n**FORM OF OPERATING ADVISOR ANNUAL REPORT1**\n\n \n\nReport Date: : This report will be delivered\nannually no later than 120 days after the end of the prior calendar year, pursuant to the terms and conditions of the Pooling and Servicing\nAgreement, dated as of May 1, 2026 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities\nInc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as\nAsset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Savings Fund Society, FSB, as Trustee. Capitalized\nterms used but not otherwise defined herein have the respective meanings assigned thereto in the Pooling and Servicing Agreement.\n\n \n\nTransaction: Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage\nPass-Through Certificates, Series 2026-V22\n\n \n\nOperating Advisor: BellOak, LLC\n\n \n\nSpecial Servicer as of December 31, [INSERT YEAR]: [LNR Partners,\nLLC]\n\n \n\nDirecting Holder: [                    ]\n\n \n\n**I.**\n**Population of Mortgage Loans that Were Considered in Compiling This Report**\n\n1.The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans were transferred\nto special servicing in the prior calendar year [INSERT YEAR].\n\n(a)\n[●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status\nReport.\n\n(b)\nAsset Status Reports were issued with respect to [●] of such Specially Serviced Loans. Final Asset Status Reports were issued with\nrespect to [●] of such Specially Serviced Loans. The Asset Status Reports may not yet be fully implemented.\n\n2.An Operating Advisor Consultation Trigger Event [existed during some or all] [did not exist during any\nportion] of the prior calendar year [INSERT YEAR].\n\n1 This report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The Operating\nAdvisor will have the ability to modify or alter the organization and content of any particular report, subject to compliance with the\nterms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.\n\nR-1\n\n3.  [●]\nServiced Loans were, during the prior calendar year [INSERT YEAR], the subject of a Major Decision as to which the Operating Advisor\nhad consultation rights pursuant to the Pooling and Servicing Agreement.\n\n**II. **\n**Executive Summary**\n\n \n\nBased on the requirements and qualifications set forth\nin the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in accordance with the Operating Advisor’s\nanalysis requirements set forth in the Pooling and Servicing Agreement) has undertaken a review of the Special Servicer’s actions\nand decisions in respect of (A) Specially Serviced Loans and, (B) solely in connection with Major Decisions as to which the Operating\nAdvisor has consultation rights following the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event,\nPerforming Serviced Loans, in each case in light of (1) the Servicing Standard and (2) the requirements of the Pooling and Servicing Agreement.\nBased on such review and subject to the assumptions, limitations and qualifications set forth herein, the Operating Advisor [believes\n/ does not believe], in its sole discretion exercised in good faith, that the Special Servicer is performing its duties in compliance\nwith (1) the Servicing Standard and (2) the Special Servicer’s obligations under the Pooling and Servicing Agreement during the\nprior calendar year. [The Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer has failed\nto materially comply with the Servicing Standard or the Special Servicer’s obligations under the Pooling and Servicing Agreement\nas a result of the following material deviations.]\n\n●[LIST OF ANY MATERIAL DEVIATIONS FROM (1) THE SERVICING STANDARD AND/OR (2) THE SPECIAL SERVICER’S OBLIGATIONS UNDER THE POOLING\nAND SERVICING AGREEMENT]\n\nIn addition, the Operating\nAdvisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].\n\n[ADD RECOMMENDATION OF\nREPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]\n\n**III. **\n**Specific Items of Review**\n\nIn rendering our assessment\nherein, we examined and (with the exception of the items listed in paragraph no. 7 below) relied upon the accuracy and completeness of\nthe items listed below:\n\n1.Information available to Privileged Persons on the Certificate Administrator’s Website with respect\nto the Special Servicer, assets on the CREFC® Servicer Watch List, Specially Serviced Loans [AFTER AN OPERATING ADVISOR\nCONSULTATION TRIGGER EVENT: and Major Decisions on Serviced Loans].\n\n2.Each Final Asset Status Report [AFTER AN OPERATING ADVISOR CONSULTATION TRIGGER EVENT: and each other\nAsset Status Report], in each case, delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing\nAgreement. The Operating Advisor reviewed Final Asset Status Reports with respect to\n\nR-2\n\nthe following Serviced Loans: [LIST].\nThe Operating Advisor reviewed Asset Status Reports with respect to the following Serviced Loans: [LIST].\n\n3.Each Major Decision Reporting Package that is delivered or made available to the Operating Advisor by\nthe Special Servicer pursuant to the Pooling and Servicing Agreement. The Operating Advisor reviewed Major Decision Reporting Packages\nwith respect to the following Serviced Loans: [LIST]\n\n4.[LIST OTHER REVIEWED INFORMATION]\n\n5.[INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION TRIGGER EVENT]: During the prior year, the Operating\nAdvisor consulted with the Special Servicer regarding Major Decisions related to the following Serviced Loans: [LIST]. The Operating Advisor\nparticipated in discussions and recommended alternative courses of action to the extent it deemed such recommendations appropriate.\n\n6.[INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION TRIGGER EVENT]: During the prior year, the Operating\nAdvisor consulted with the Special Servicer regarding Asset Status Reports related to the following Serviced Loans: [LIST]. The Operating\nAdvisor participated in discussions and recommended alternative courses of action to the extent it deemed such recommendations appropriate.\n\n7.Appraisal Reduction Amount calculations, Collateral Deficiency Amount calculations and net present value\ncalculations delivered or made available to the Operating Advisor by the Special Servicer pursuant to the Pooling and Servicing Agreement.\n\n8.The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy\nof the mathematical calculations and the corresponding application of the non-discretionary portions of the applicable formulas required\nto be utilized in connection with any (i) Appraisal Reduction Amount, (ii) Collateral Deficiency Amount or (iii) net present value calculations\nused in the Special Servicer’s determination of the course of action to be taken in connection with the workout or liquidation of\na Specially Serviced Loan prior to the utilization by the Special Servicer.\n\n(a)The Operating Advisor [agreed/did not agree] with the [mathematical calculations] [and/or] [the application\nof the applicable non-discretionary portions of the formula] required to be utilized for such calculation.\n\n(b)After consultation with the Special Servicer to resolve any inaccuracy in the mathematical calculations\nor the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations, such inaccuracy\n[has been/ has not been] resolved.\n\n \n\n9.The Special Servicer’s annual compliance statement, assessment of compliance report and attestation report by a third party\nregarding the Special Servicer’s compliance with its obligations delivered or made available to the Operating Advisor pursuant to\nthe Pooling and Servicing Agreement.\n\nR-3\n\n \n\n10.The following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].\n\n \n\n11.In addition to the other information presented herein, the Operating Advisor notes the following additional items, if any: [LIST ADDITIONAL\nITEMS].\n\n \n\nNOTE: The Operating Advisor’s\nreview of the above materials should be considered a limited review and not be considered a full or limited audit, legal review or legal\nconclusion. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments\nand appendices), review underlying lease agreements or similar underlying documents (other than documents that the Operating Advisor is\nrequired to review pursuant to Section 3.29 of the Pooling and Servicing Agreement), visit any related property, visit the Special Servicer,\nvisit the Directing Holder or interact with any borrower. In addition, our review of the net present value calculations and the corresponding\napplication of the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of\nthe discretionary portions of such formulas.\n\n**IV.        Assumptions,\nQualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report**\n\n1.As provided in the Pooling and Servicing Agreement, the Operating Advisor is not required to report on\ninstances of non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s obligations under the Pooling\nand Servicing Agreement that the Operating Advisor determines, in accordance with the Operating Advisor Standard, to be immaterial.\n\n2.In rendering our assessment herein, we have assumed that all executed factual statements, instruments,\nand other documents that we have relied upon in rendering this assessment have been executed by persons with legal capacity to execute\nsuch documents.\n\n3.Other than receipt of any Major Decision Reporting Package and any Asset Status Report that is delivered\nor made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement, the Operating Advisor did not\nparticipate in, or have access to, the Special Servicer’s and applicable Directing Holder’s discussion(s) regarding any Specially\nServiced Loan. The Operating Advisor does not have authority to speak with the applicable Directing Holder or borrower directly. As such,\nthe Operating Advisor relied upon the information made available to it pursuant to the Pooling and Servicing Agreement or delivered to\nit by the Special Servicer as well as its interaction with the Special Servicer, if any, in gathering the relevant information to generate\nthis report. The services that we perform are not designed and cannot be relied upon to detect fraud or illegal acts should any exist.\n\n4.The Special Servicer has the legal authority and responsibility to service any Specially Serviced Loans\npursuant to the Pooling and Servicing Agreement. The Operating Advisor\n\nR-4\n\nhas no responsibility or authority to\nalter the standards set forth therein or direct the actions of the Special Servicer.\n\n5.Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline\nthe details or substance of any communications held between it and the Special Servicer regarding any Specially Serviced Loans and certain\ninformation it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect\nall the relevant information that the Operating Advisor is given access to by the Special Servicer.\n\n6.The Operating Advisor is not empowered to directly communicate with any investors pursuant to the Pooling\nand Servicing Agreement. If the investors have questions regarding this report, they should address such questions to the Certificate\nAdministrator through the Certificate Administrator’s Website.\n\n7.This report does not constitute recommendations to buy, sell or hold any security, nor does the Operating\nAdvisor take into account market prices of securities or financial markets generally when performing its limited review of the Special\nServicer as described above. The Operating Advisor does not have a fiduciary relationship with any Certificateholder [IF APPLICABLE: ,\nany Loan-Specific Certificateholder] or any other party or individual. Nothing is intended to or should be construed as creating a fiduciary\nrelationship between the Operating Advisor and any Certificateholder [IF APPLICABLE: , any Loan-Specific Certificateholder], party or\nindividual.\n\n[ ]\n\nBy:\n\nName:\n\nTitle:\n\nR-5\n\n**EXHIBIT S**\n\n**MORTGAGE LOAN SELLER SUB-SERVICERS AND\nRELATED SUBSERVICING AGREEMENTS**\n\n \n\n \n\n**Loan Number**\n\n** **\n\n**Mortgage\nLoan/Property Name**\n**Sub-Servicer\nName**\n\n2\nCompass\nStorage National Portfolio\nBerkadia\nCommercial Mortgage LLC\n\n8\nWestchester\nApartments\nBerkadia\nCommercial Mortgage LLC\n\nS-1\n\n**EXHIBIT T**\n\n** **\n\n**FORM OF RECOMMENDATION OF SPECIAL SERVICER TERMINATION**\n\n \n\nWilmington Savings Fund Society, FSB,\n\nas Trustee\n\n500 Delaware Avenue, 11th Floor\n\nWilmington, DE 19801\n\nEmail: structuredfinance@wsfsbank.com\n\n \n\nCitibank, N.A.\n\nas Certificate Administrator\n\n388 Greenwich Street, 26th Floor\n\nNew York, New York 10013\n\nAttention: Citibank Agency & Trust – BMARK 2026-V22\n\nFax number: (212) 816-5527\n\nEmail: ratingagencynotice@citi.com\n\n \n\n \n\n[LNR Partners, LLC,\n\nas Special Servicer\n\n2340 Collins Avenue, Suite 700\n\nMiami Beach, Florida 33139\n\nAttention: Heather Bennett and Arnold Shulkin\n\nWith a copy to:\n\nhbennett@lnrpartners.com\n\nashulkin@lnrpartners.com\n\nlnr.cmbs.notices@lnrproperty.com]\n\n \n\nRe:Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V22\n\nLadies and Gentlemen:\n\nThis letter is delivered\npursuant to Section 6.08(b)(i) of the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and Servicing\nAgreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners,\nLLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,\nand Wilmington Savings Fund Society, FSB, as Trustee, on behalf of the holders of Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage\nPass-Through Certificates, Series 2026-V22 (the “Certificates”) regarding the replacement of the Special Servicer.\nCapitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing\nAgreement.\n\nT-1\n\nBased upon our review of\nthe operational practices of [_______], in its current capacity as Special Servicer [with respect to [IF SUBJECT PARTY IS NOT THE SPECIAL\nSERVICER FOR ALL SERVICED LOANS, SPECIFY APPLICABLE SERVICED LOAN OR GROUP OF SERVICED LOANS FOR WHICH IT SO ACTS]], conducted pursuant\nto and in accordance with the Pooling and Servicing Agreement, it is our determination, in our sole discretion exercised in good faith,\nthat (1) [________], in its current capacity as Special Servicer [with respect to [IF SUBJECT PARTY IS NOT THE SPECIAL SERVICER FOR ALL\nSERVICED LOANS, SPECIFY APPLICABLE SERVICED LOAN OR GROUP OF SERVICED LOANS FOR WHICH IT SO ACTS]], has failed to comply with the Servicing\nStandard and (2) a replacement of the Special Servicer would be in the best interest of the [Certificateholders [IF APPLICABLE: and the\nUncertificated VRR Interest Owner]][SPECIFY OTHER APPLICABLE TRUST INTEREST OWNER] (as a collective whole). The following factors support\nour determination: [________].\n\nBased upon such determination,\nwe further hereby recommend that [_______] be removed as Special Servicer [with respect to [IF SUBJECT PARTY IS NOT THE SPECIAL SERVICER\nFOR ALL SERVICED LOANS, SPECIFY APPLICABLE SERVICED LOAN OR GROUP OF SERVICED LOANS FOR WHICH IT SO ACTS]] and that [________] be appointed\nits successor in such capacity.\n\nVery truly yours,\n\n[The Operating Advisor]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\nT-2\n\n**EXHIBIT U\n\nADDITIONAL FORM 10-D DISCLOSURE**\n\nThe parties identified in the “Party\nResponsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party\nthat retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.04 of the Pooling and Servicing\nAgreement to disclose to the Depositor, the Certificate Administrator, each Other Depositor and Other Exchange Act Reporting Party to\nwhich such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, any information described in the corresponding\nForm 10-D Item described in the “Item on Form 10-D” column to the extent such party has actual knowledge (and in the case\nof net operating income, financial statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession)\n(in each case, after complying with its affirmative obligations, if any, under the Pooling and Servicing Agreement to obtain such information)\nof such information (other than information as to such party itself which such party is obligated to provide). Each of the Certificate\nAdministrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus (other\nthan information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice\nto the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and\nthe Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”\nother than a party identified as such in the Prospectus. For this Benchmark 2026-V22 Mortgage Trust Pooling and Servicing Agreement, each\nof the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled\nto assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115\nof Regulation AB other than a party identified as such in the Prospectus.\n\n \n\n**Item\non Form 10-D**\n**Party\nResponsible**"}