{"url_path":"/sec/cik-0002133003/8-k/2026-06-24/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/2133003/0001539497-26-001856-index.html","accession_number":"0001539497-26-001856","cik":"0002133003","ticker":null,"issuer_name":"Wells Fargo Commercial Mortgage Trust 2026-5C9","edgar_url":"https://www.sec.gov/Archives/edgar/data/2133003/0001539497-26-001856-index.html","primary_entity_key":"0002133003","primary_entity_name":"Wells Fargo Commercial Mortgage Trust 2026-5C9"},"word_count":27878,"has_tables":true,"body_markdown":"EX-4.1\n2\nn5864x19_ex4-1.htm\nPOOLING AND SERVICING AGREEMENT, DATED AND EFFECTIVE AS OF JUNE 1, 2026\n\n**Exhibit 4.1**\n\n**EXECUTION VERSION**\n\n****\n\nBARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC,\n\nas Depositor\n\nMIDLAND\nLOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,\n\nas Master Servicer\n\n \n\nLNR PARTNERS, LLC,\n\nas Special Servicer\n\nCOMPUTERSHARE\nTRUST COMPANY, NATIONAL ASSOCIATION,\n\nas Certificate Administrator and as Trustee\n\nand\n\nPARK BRIDGE LENDER SERVICES LLC,\n\nas Operating Advisor and as Asset Representations Reviewer\n\n \n\nPOOLING AND SERVICING AGREEMENT\n\nDated as of\n\nJune 1, 2026\n\nBBCMS Mortgage Trust 2026-5C42\n\nCommercial Mortgage Pass-Through Certificates\n\nSeries 2026-5C42\n\n \n\n \n\nTABLE OF CONTENTS\n\nPage\n\nArticle I\n\nDEFINITIONS\n\nSection 1.01   \nDefined Terms\n5\n\nSection 1.02   \nCertain Calculations\n119\n\nArticle II\n\nCONVEYANCE OF MORTGAGE LOANS;\n\nORIGINAL ISSUANCE OF CERTIFICATES\n\nSection 2.01   \nConveyance of Mortgage Loans\n120\n\nSection 2.02   \nAcceptance by Trustee\n127\n\nSection 2.03   \nRepresentations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans\nfor Defects in Mortgage Files and Breaches of Representations and Warranties\n132\n\nSection 2.04   \nExecution of Certificates; Issuance of Lower-Tier Regular Interests\n149\n\nArticle III\n\nADMINISTRATION AND\n\nSERVICING OF THE TRUST FUND\n\nSection 3.01   \nThe Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the\nServiced Companion Loans and REO Properties\n149\n\nSection 3.02   \nCollection of Mortgage Loan Payments\n157\n\nSection 3.03   \nCollection of Taxes, Assessments and Similar Items; Servicing Accounts\n163\n\nSection 3.04   \nThe Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution\nAccount, the Interest Reserve Account and the Gain-on-Sale Reserve Account\n168\n\nSection 3.05    \nPermitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account\n174\n\nSection 3.06   \nInvestment of Funds in the Collection Account, the REO Account and the Loss of Value Reserve Fund\n186\n\nSection 3.07   \nMaintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage\n188\n\nSection 3.08   \nEnforcement of Due-on-Sale Clauses; Assumption Agreements\n193\n\n -i- \n\n \n\nSection 3.09   \nRealization Upon Defaulted Loans and Companion Loans\n199\n\nSection 3.10   \nTrustee and Custodian to Cooperate; Release of Mortgage Files\n203\n\nSection 3.11   \nServicing Compensation\n204\n\nSection 3.12   \nInspections; Collection of Financial Statements\n212\n\nSection 3.13   \nAccess to Certain Information\n218\n\nSection 3.14   \nTitle to REO Property; REO Account\n232\n\nSection 3.15   \nManagement of REO Property\n234\n\nSection 3.16   \nSale of Defaulted Loans and REO Properties\n236\n\nSection 3.17   \nAdditional Obligations of Master Servicer and Special Servicer\n243\n\nSection 3.18   \nModifications, Waivers, Amendments and Consents\n246\n\nSection 3.19   \nTransfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report\n255\n\nSection 3.20    \nSub-Servicing Agreements\n262\n\nSection 3.21   \nInterest Reserve Account\n266\n\nSection 3.22   \nDirecting Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer\n266\n\nSection 3.23   \nControlling Class Certificateholders, Directing Certificateholder and Risk Retention Consultation Party; Certain Rights and Powers of\nDirecting Certificateholder and Risk Retention Consultation Party\n267\n\nSection 3.24   \nIntercreditor Agreements\n271\n\nSection 3.25   \nRating Agency Confirmation\n274\n\nSection 3.26   \nThe Operating Advisor\n275\n\nSection 3.27   \nCompanion Paying Agent\n284\n\nSection 3.28   \nCompanion Register\n285\n\nSection 3.29   \nCertain Matters Relating to the Non-Serviced Mortgage Loans\n285\n\nSection 3.30   \nLitigation Control\n287\n\nSection 3.31   \n[Reserved]\n291\n\nSection 3.32   \n[Reserved]\n291\n\nSection 3.33   \nDelivery of Excluded Information to the Certificate Administrator\n291\n\nSection 3.34   \nCertain Matters with Respect to Joint Mortgage Loans\n292\n\nArticle IV\n\nDISTRIBUTIONS TO CERTIFICATEHOLDERS\n\nSection 4.01   \nDistributions\n298\n\nSection 4.02   \nDistribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney\n307\n\nSection 4.03   \nP&I Advances\n313\n\nSection 4.04   \nAllocation of Realized Losses\n316\n\nSection 4.05   \nAppraisal Reduction Amounts; Collateral Deficiency Amounts\n317\n\nSection 4.06   \n[Reserved].\n322\n\nSection 4.07   \nInvestor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool\n322\n\nSection 4.08   \nSecure Data Room\n325\n\n -ii- \n\n \n\nArticle V\n\nTHE CERTIFICATES\n\nSection 5.01   \nThe Certificates\n326\n\nSection 5.02   \nForm and Registration\n327\n\nSection 5.03   \nRegistration of Transfer and Exchange of Certificates\n329\n\nSection 5.04    \nMutilated, Destroyed, Lost or Stolen Certificates\n338\n\nSection 5.05   \nPersons Deemed Owners\n338\n\nSection 5.06   \nAccess to List of Certificateholders’ Names and Addresses; Special Notices\n338\n\nSection 5.07   \nMaintenance of Office or Agency\n340\n\nSection 5.08   \nAppointment of Certificate Administrator\n340\n\nSection 5.09   \n[Reserved]\n341\n\nSection 5.10   \nVoting Procedures\n341\n\nArticle VI\n\nTHE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the\n\nOperating Advisor, THE ASSET REPRESENTATIONS REVIEWER, THE\n\nDIRECTING CERTIFICATEHOLDER and the risk retention consultation\n\nparty\n\nSection 6.01   \nRepresentations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations\nReviewer\n342\n\nSection 6.02   \nLiability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer\n348\n\nSection 6.03   \nMerger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations\nReviewer\n348\n\nSection 6.04   \nLimitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer and Others\n350\n\nSection 6.05   \nDepositor, Master Servicer and Special Servicer Not to Resign\n355\n\nSection 6.06   \nRights of the Depositor in Respect of the Master Servicer and the Special Servicer\n356\n\nSection 6.07   \nThe Master Servicer and the Special Servicer as Certificate Owner\n357\n\nSection 6.08   \nThe Directing Certificateholder and the Risk Retention Consultation Party\n357\n\nSection 6.09   \nKnowledge of Computershare Trust Company, National Association\n365\n\n -iii- \n\n \n\nArticle VII\n\nSERVICER TERMINATION EVENTS\n\nSection 7.01   \nServicer Termination Events; Master Servicer and Special Servicer Termination\n365\n\nSection 7.02   \nTrustee to Act; Appointment of Successor\n374\n\nSection 7.03   \nNotification to Certificateholders\n376\n\nSection 7.04   \nWaiver of Servicer Termination Events\n376\n\nSection 7.05   \nTrustee as Maker of Advances\n377\n\nArticle VIII\n\nCONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR\n\nSection 8.01   \nDuties of the Trustee and the Certificate Administrator\n377\n\nSection 8.02    \nCertain Matters Affecting the Trustee and the Certificate Administrator\n379\n\nSection 8.03   \nTrustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans\n381\n\nSection 8.04   \nTrustee or Certificate Administrator May Own Certificates\n381\n\nSection 8.05   \nFees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator\n381\n\nSection 8.06   \nEligibility Requirements for Trustee and Certificate Administrator\n383\n\nSection 8.07   \nResignation and Removal of the Trustee and Certificate Administrator\n384\n\nSection 8.08   \nSuccessor Trustee or Certificate Administrator\n387\n\nSection 8.09   \nMerger or Consolidation of Trustee or Certificate Administrator\n387\n\nSection 8.10   \nAppointment of Co-Trustee or Separate Trustee\n387\n\nSection 8.11   \nAppointment of Custodians\n389\n\nSection 8.12   \nRepresentations and Warranties of the Trustee\n389\n\nSection 8.13   \nProvision of Information to Certificate Administrator, Master Servicer and Special Servicer\n390\n\nSection 8.14   \nRepresentations and Warranties of the Certificate Administrator\n390\n\nSection 8.15   \nCompliance with the PATRIOT Act\n392\n\nArticle IX\n\nTERMINATION\n\nSection 9.01   \nTermination upon Repurchase or Liquidation of All Mortgage Loans\n392\n\nSection 9.02   \nAdditional Termination Requirements\n395\n\nArticle X\n\nADDITIONAL REMIC PROVISIONS\n\nSection 10.01   \nREMIC Administration\n396\n\n -iv- \n\n \n\nSection 10.02    \nUse of Agents\n400\n\nSection 10.03   \nDepositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator\n400\n\nSection 10.04   \nAppointment of REMIC Administrators\n400\n\nArticle XI\n\nEXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE\n\nSection 11.01   \nIntent of the Parties; Reasonableness\n401\n\nSection 11.02   \nSuccession; Subcontractors\n402\n\nSection 11.03   \nFiling Obligations\n404\n\nSection 11.04   \nForm 10-D and Form ABS-EE Filings\n406\n\nSection 11.05   \nForm 10-K Filings\n410\n\nSection 11.06   \nSarbanes-Oxley Certification\n413\n\nSection 11.07   \nForm 8-K Filings\n414\n\nSection 11.08   \nForm 15 Filing\n417\n\nSection 11.09   \nAnnual Compliance Statements\n417\n\nSection 11.10   \nAnnual Reports on Assessment of Compliance with Servicing Criteria\n418\n\nSection 11.11   \nAnnual Independent Public Accountants’ Attestation Report\n421\n\nSection 11.12   \nIndemnification\n422\n\nSection 11.13   \nAmendments\n425\n\nSection 11.14   \nRegulation AB Notices\n425\n\nSection 11.15   \nCertain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans\n425\n\nSection 11.16   \nCertain Matters Regarding Significant Obligors\n430\n\nSection 11.17   \nImpact of Cure Period\n430\n\nArticle XII\n\nTHE ASSET REPRESENTATIONS REVIEWER\n\nSection 12.01   \nAsset Review\n431\n\nSection 12.02   \nPayment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability\n437\n\nSection 12.03   \nResignation of the Asset Representations Reviewer\n438\n\nSection 12.04   \nRestrictions of the Asset Representations Reviewer\n439\n\nSection 12.05   \nTermination of the Asset Representations Reviewer\n439\n\nArticle XIII\n\nMISCELLANEOUS PROVISIONS\n\nSection 13.01   \nAmendment\n442\n\nSection 13.02   \nRecordation of Agreement; Counterparts\n447\n\nSection 13.03   \nLimitation on Rights of Certificateholders\n448\n\n -v- \n\n \n\nSection 13.04   \nGoverning Law; Submission to Jurisdiction; Waiver of Jury Trial\n449\n\nSection 13.05   \nNotices\n449\n\nSection 13.06   \nSeverability of Provisions\n458\n\nSection 13.07   \nGrant of a Security Interest\n458\n\nSection 13.08    \nSuccessors and Assigns; Third Party Beneficiaries\n459\n\nSection 13.09   \nArticle and Section Headings\n459\n\nSection 13.10   \nNotices to the Rating Agencies\n459\n\nSection 13.11   \nRecognition of U.S. Special Resolution Regimes\n461\n\nSection 13.12   \nLimitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings\n462\n\nSection 13.13   \nCooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements\n462\n\nSection 13.14   \nPNC Bank, National Association\n463\n\n \n\n -vi- \n\n \n\nEXHIBITS\n\nExhibit A-1\nForm of Certificate (Other than Class R Certificates)\n\nExhibit A-2\nForm of Class R Certificate\n\nExhibit B\nMortgage Loan Schedule\n\nExhibit C\nForm of Investment Representation Letter\n\nExhibit D-1\nForm of Transferee Affidavit\n\nExhibit D-2\nForm of Transferor Letter\n\nExhibit E\nForm of Request for Release\n\nExhibit F-1\nForm of ERISA Representation Letter Regarding ERISA Restricted Certificates\n\nExhibit F-2\nForm of ERISA Representation Letter Regarding Class R Certificates\n\nExhibit G\nForm of Distribution Date Statement\n\nExhibit H\nForm of Omnibus Assignment\n\nExhibit I\nForm of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period\n\nExhibit J\nForm of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period\n\nExhibit K\nForm of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period\n\nExhibit L\nForm of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period\n\nExhibit M\nForm of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate\n\nExhibit N\nForm of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate\n\nExhibit O\nForm of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate\n\nExhibit P-1A\nForm of Investor Certification for Non-Borrower Party and/or the Risk Retention Consultation Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)\n\nExhibit P-1B\nForm of Investor Certification for Non-Borrower Party (for the Directing Certificateholder, the Risk Retention Consultation Party and/or a Controlling Class Certificateholder)\n\nExhibit P-1C\nForm of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder, the Risk Retention Consultation Party and/or a Controlling Class Certificateholder)\n\nExhibit P-1D\nForm of Investor Certification for Borrower Party (for the Directing Certificateholder, the Risk Retention Consultation Party and/or a Controlling Class Certificateholder)\n\nExhibit P-1E\nForm of Notice of Excluded Controlling Class Holder\n\nExhibit P-1F\nForm of Notice of Excluded Controlling Class Holder to Certificate Administrator\n\nExhibit P-1G\nForm of Certification of Directing Certificateholder\n\nExhibit P-1H\nForm of Certification of a Risk Retention Consultation Party\n\nExhibit P-2\nForm of Certification for NRSROs\n\n -vii- \n\n \n\nExhibit P-3\nOnline Market Data Provider Certification\n\nExhibit Q\nCustodian Certification/Exception Report\n\nExhibit R-1\nForm of Power of Attorney by Trustee – Master Servicer\n\nExhibit R-2\nForm of Power of Attorney by Trustee – Special Servicer\n\nExhibit S\nInitial Companion Holders\n\nExhibit T\nForm of Notice Relating to the Non-Serviced Mortgage Loans\n\nExhibit U\nForm of Notice and Certification Regarding Defeasance of Mortgage Loan\n\nExhibit V\nForm of Operating Advisor Annual Report\n\nExhibit W\nForm of Notice from Operating Advisor Recommending Replacement of Special Servicer\n\nExhibit X\nForm of Confidentiality Agreement\n\nExhibit Y\nForm Certification to be Provided with Form 10-K\n\nExhibit Z-1\nForm of Certification to be Provided to Depositor by Certificate Administrator\n\nExhibit Z-2\nForm of Certification to be Provided to Depositor by Master Servicer\n\nExhibit Z-3\nForm of Certification to be Provided to Depositor by Special Servicer\n\nExhibit Z-4\nForm of Certification to be Provided to Depositor by Trustee\n\nExhibit Z-5\nForm of Certification to be Provided to Depositor by Operating Advisor\n\nExhibit Z-6\nForm of Certification to be Provided to Depositor by Custodian\n\nExhibit Z-7\nForm of Certification to be Provided to Depositor by Asset Representations Reviewer\n\nExhibit AA\nServicing Criteria to be Addressed in Assessment of Compliance\n\nExhibit BB\nAdditional Form 10-D Disclosure\n\nExhibit CC\nAdditional Form 10-K Disclosure\n\nExhibit DD\nForm 8-K Disclosure Information\n\nExhibit EE\nAdditional Disclosure Notification\n\nExhibit FF\nInitial Sub-Servicers\n\nExhibit GG\nServicing Function Participants\n\nExhibit HH\nForm of Annual Compliance Statement\n\nExhibit II\nForm of Report on Assessment of Compliance with Servicing Criteria\n\nExhibit JJ\nCREFC® Payment Information\n\nExhibit KK\nForm of Notice of Additional Indebtedness\n\nExhibit LL\n[Reserved]\n\nExhibit MM\nAdditional Disclosure Notification (Accounts)\n\nExhibit NN\nForm of Notice of Purchase of Controlling Class Certificate\n\nExhibit OO\nForm of Asset Review Report\n\nExhibit PP\nForm of Asset Review Report Summary\n\nExhibit QQ\nAsset Review Procedures\n\nExhibit RR\nForm of Certification to Certificate Administrator Requesting Access to Secure Data Room\n\nExhibit SS\nForm of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]\n\nSCHEDULES\n\nSchedule 1\nMortgage Loans With Additional Debt\n\nSchedule 2\n[Reserved].\n\n -viii- \n\n \n\nSchedule 3\nMortgage Loans With “Performance”, “Earn-Out” or “Holdback” Escrows or Reserves\n\nSchedule 4\nTime of Sale Definitions\n\n \n\n -ix- \n\n \n\nThis Pooling and Servicing\nAgreement is dated and effective as of June 1, 2026, among Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services,\na Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Computershare Trust Company,\nNational Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset\nRepresentations Reviewer.\n\n**PRELIMINARY STATEMENT:**\n\nThe Depositor intends to\nsell commercial mortgage pass-through certificates (collectively, the “Certificates”), to be issued hereunder in\nmultiple classes (each, a “Class”), which in the aggregate will evidence the entire beneficial ownership interest in\nthe Trust to be created hereunder, the primary assets of which will be a pool of commercial mortgage loans. As provided herein, the Certificate\nAdministrator shall elect or shall cause an election to be made to treat designated portions of the Trust for federal income tax purposes\nas two separate real estate mortgage investment conduits (the “Upper-Tier REMIC” and the “Lower-Tier\nREMIC”, and each a “Trust REMIC”).\n\nThe Depositor intends to\nsell the Certificates to the Underwriters and the Initial Purchasers.\n\n**LOWER-TIER REMIC**\n\nThe Lower-Tier REMIC\nwill hold the Mortgage Loans and will issue the Class LA1, Class LA2, Class LA3, Class LAS, Class LB, Class LC,\nClass LD, Class LE, Class LF and Class LG-RR Uncertificated Interests (the “Lower-Tier Regular Interests”),\nwhich will evidence the “regular interests” in the Lower-Tier REMIC created hereunder. The Lower-Tier REMIC will also\nissue the uncertificated Class LR Interest, which is the sole class of “residual interests” in the Lower-Tier REMIC\nfor purposes of the REMIC Provisions and is represented by the Class R Certificates.\n\n -1- \n\n \n\nThe following table sets\nforth the Class designation, Original Lower-Tier Principal Amounts and *per annum* rates of interest for the Lower-Tier\nRegular Interests and the Class LR Interest:\n\n**Class Designation**\n\n**Interest\nRate**\n\n**Original\nLower-Tier\nPrincipal Amount**\n\nClass LA1\n(1)\n$\n7,993,000\n\nClass LA2\n(1)\n$\n52,192,000\n\nClass LA3\n(1)\n$\n383,291,000\n\nClass LAS\n(1)\n$\n75,233,000\n\nClass LB\n(1)\n$\n29,301,000\n\nClass LC\n(1)\n$\n22,174,000\n\nClass LD\n(1)\n$\n18,214,000\n\nClass LE\n(1)\n$\n11,879,000\n\nClass LF\n(1)\n$\n12,671,000\n\nClass\nLG-RR\n(1)\n$\n20,590,007\n\nClass LR\nNone(2)\n\nNone(2)\n\n(1)The interest rate for each Class of Lower-Tier Regular Interests on any Distribution Date will be the\nWeighted Average Net Mortgage Rate for such Distribution Date.\n\n(2)The Class LR Interest (evidenced by the Class R Certificates) will not have a Certificate Balance\nor Notional Amount, will not bear interest and will not be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges.\nAny Available Funds remaining in the Lower-Tier REMIC Distribution Account after distributing the Lower-Tier Distribution Amount\nwill be deemed distributed to the Class LR Interest and shall be payable to the Holders of the Class R Certificates.\n\n**UPPER-TIER REMIC**\n\nThe Upper-Tier REMIC\nwill hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-3, Class X-A, Class A-S, Class B,\nClass C, Class X-B, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F and Class G-RR Certificates, which\nwill evidence the “regular interests” in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC will also issue\nthe uncertificated Class UR Interest, which is the sole class of “residual interests” in the Upper-Tier REMIC for\npurposes of the REMIC Provisions and is represented by the Class R Certificates. The Class UR Interest will not have a Certificate\nBalance or Notional Amount, will not bear interest and will not be entitled to distributions of Prepayment Premiums or Yield Maintenance\nCharges. Any Available Funds remaining in the Upper-Tier REMIC Distribution Account after all required distributions under this Agreement\nhave been made to each Class of Regular Certificates will be deemed distributed to the Class UR Interest and shall be payable to the Holders\nof the Class R Certificates.\n\nThe foregoing REMIC structure\nis intended to cause all of the cash from the Mortgage Loans to flow through to the Upper-Tier REMIC as cash flow on the Regular Certificates,\nwithout creating any shortfall, actual or potential (other than for credit losses), to any Regular Certificate. To the extent that the\nstructure is believed to diverge from such\n\n -2- \n\n \n\nintention, the parties identifying such ambiguity\nshall notify the other parties hereto and the parties involved will resolve such ambiguities to accomplish the intended result and will\nto the extent necessary rectify any drafting errors or seek clarification to the structure without Certificateholder approval (but with\nguidance of counsel) to accomplish such intention, including, to the extent necessary, making any amendments in accordance with Section\n13.01 of this Agreement.\n\n**THE CERTIFICATES**\n\nThe following table (and\nrelated paragraphs) sets forth the Class designation, the initial pass-through rate (the “Pass-Through Rate”)\nand the aggregate initial principal amount (in the case of the Principal Balance Certificates, the “Original Certificate Balance”)\nor the aggregate initial notional amount (in the case of the Class X Certificates, the “Original Notional Amount”),\nas applicable, for each Class of Certificates:\n\n**Class\nDesignation**\n\n**Approximate\nInitial Pass-Through Rate**\n\n**Original\nCertificate Balance or Original Notional Amount**\n\nClass A-1\nCertificates\n4.76500%\n$\n7,993,000\n\nClass A-2\nCertificates\n5.11400%\n$\n52,192,000\n\nClass A-3\nCertificates\n5.59800%\n$\n383,291,000\n\nClass\nX-A Certificates\n1.13631%(1)\n$\n443,476,000\n(2)\n\nClass\nX-B Certificates\n0.66836%(1)\n$\n126,708,000\n(2)\n\nClass\nX-D Certificates\n2.16234%(1)\n$\n18,214,000\n(2)\n\nClass\nX-E Certificates\n2.16234%(1)\n$\n11,879,000\n(2)\n\nClass\nX-F Certificates\n2.16234%(1)\n$\n12,671,000\n(2)\n\nClass A-S\nCertificates\n5.90200%\n$\n75,233,000\n\nClass B\nCertificates\n6.05000%\n$\n29,301,000\n\nClass C\nCertificates\n6.23200%\n$\n22,174,000\n\nClass D\nCertificates\n4.50000%\n$\n18,214,000\n\nClass E\nCertificates\n4.50000%\n$\n11,879,000\n\nClass F\nCertificates\n4.50000%\n$\n12,671,000\n\nClass G-RR\nCertificates\n6.66234%\n$\n20,590,007\n\nClass R\nCertificates\nNone(3)\n\nN/A(3)\n\n(1)The Pass-Through Rate for the Class X-A Certificates will be calculated in accordance with the\ndefinition of “Class X-A Pass-Through Rate”. The Pass-Through Rate for the Class X-B Certificates will be\ncalculated in accordance with the definition of “Class X-B Pass-Through Rate”. The Pass-Through Rate for the\nClass X-D Certificates will be calculated in accordance with the definition of “Class X-D Pass-Through Rate”.\nThe Pass-Through Rate for the Class X-E Certificates will be calculated in accordance with the definition of “Class X-E\nPass-Through Rate”. The Pass-Through Rate for the Class X-F Certificates will be calculated in accordance with the\ndefinition of “Class X-F Pass-Through Rate”.\n\n(2)None of the Class X-A, Class X-B, Class X-D, Class X-E or Class X-F Certificates will have a Certificate\nBalance; rather, such Classes will accrue interest as provided herein on the Class X-A Notional Amount, the Class X-B Notional Amount,\nthe Class X-D Notional Amount, the Class X-E Notional Amount and the Class X-F Notional Amount, as applicable.\n\n -3- \n\n \n\n(3)The Class R Certificates will not have a Certificate Balance or a Notional Amount, and will not bear\ninterest or be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges. Any Available Funds remaining in the Upper-Tier\nREMIC Distribution Account after all required distributions under this Agreement have been made to each Class of Regular Certificates\nwill be deemed distributed to the Class UR Interest and shall be payable to the Holders of the Class R Certificates.\n\nAs of the close of business\non the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due on\nor before such date, whether or not received, equal to $633,538,007.\n\n**WHOLE LOANS**\n\nThe Trust includes several\nMortgage Loans each of which is part of a whole loan structure secured by the same Mortgaged Property. The Whole Loans relating to the\nTrust are the whole loans secured by the Mortgaged Properties identified in the following table. The table also lists, for each Whole\nLoan, the type of the Whole Loan, the Non-Serviced PSA (if any), and the type of Companion Loan(s).\n\nWhole Loan\nType\nNon-Serviced PSA\nCompanion Loan Name\nCompanion Loan Type\n\nMarriott Savannah Riverfront\nServiced\nN/A\n\nNote A-2\n\nNote A-3\n\nPari passu\n\nONX Industrial Campus\n\nServiced\n\n \n\nN/A\n\nNote A-3\n\nNote A-4\n\nNote A-5\n\nNote A-6\n\nPari passu\n\n \n\n \n\nFranklin 8 Pack\nServicing Shift\nN/A(1)\n\nNote A-1\n\nNote A-3\n\nPari passu\n\nPinnacle Tower\nNon-Serviced\nBenchmark 2026-V22 PSA\n\nNote A-1\n\nNote A-3\n\nPari passu\n\nHaimov Miami Portfolio\nServiced\nN/A\nNote A-2\nPari passu\n\nHunter Portfolio Tranche 2\nNon-Serviced\nBBCMS 2026-5C41\nNote A-1\nPari passu\n\n535 & 545 5th Avenue\nNon-Serviced\nBenchmark 2026-V20 PSA\n\nNote A-1\n\nNote A-2-1\n\nNote A-2-2\n\nNote A-3\n\nNote A-4\n\nNote A-5\n\nNote A-6\n\nNote A-8\n\nNote A-9\n\nNote A-10\n\nNote A-11\n\nNote A-12-2\n\nPari passu\n\n2104 Ryer Avenue\nServiced\nN/A\nNote A-2\nPari passu\n\n -4- \n\n \n\n(1)On and after the securitization of Note A-1, the Franklin 8 Pack Whole Loan will be serviced pursuant\nto the Non-Serviced PSA governing the securitization of such note.\n\nEach of the Whole Loans listed\nabove consists of the corresponding Mortgage Loan and Companion Loan(s) listed next to such Whole Loan. With respect to any Whole Loan,\neach of the Mortgage Loan and the Pari Passu Companion Loan(s) are *pari passu* with each other to the extent provided in the related\nIntercreditor Agreement, and any AB Subordinate Companion Loan(s) is generally subordinate to the related Mortgage Loan and any Pari Passu\nCompanion Loan(s) to the extent provided in the related Intercreditor Agreement. Each Serviced Whole Loan will be serviced and administered\nin accordance with this Agreement and the related Intercreditor Agreement. Each Non-Serviced Whole Loan will be serviced and administered\nin accordance with the related Non-Serviced PSA and the related Intercreditor Agreement.\n\nThe Companion Loans are not\npart of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage Loan that is part of the Trust\nFund. Amounts attributable to any Companion Loan will not be part of the Trust Fund, and (except to the extent that such amounts are payable\nor reimbursable to any party to this Agreement) will be owned by the related Companion Holders.\n\nIn consideration of the mutual\nagreements herein contained, the parties hereto agree as follows:\n\nArticle I\n\nDEFINITIONS\n\nSection 1.01       \nDefined Terms. Whenever used in this Agreement, including in the\nPreliminary Statement, the following capitalized terms and capitalized terms set forth on Schedule 4 to this Agreement, unless the context\notherwise requires, shall have the meanings specified in this Article and Schedule 4 to this Agreement.\n\n“10-K Filing\nDeadline”: As defined in Section 11.05(a).\n\n“15Ga-1 Notice”:\nAs defined in Section 2.02(g).\n\n“15Ga-1 Repurchase\nRequest”: As defined in Section 2.02(g).\n\n“17g-5 Information\nProvider”: The Certificate Administrator.\n\n“17g-5 Information\nProvider’s Website”: The 17g-5 Information Provider’s website, which shall initially be located within the Certificate\nAdministrator’s Website (initially “*www.ctslink.com*”), under the “NRSRO” tab on the page relating\nto this transaction.\n\n“30/360 Mortgage\nLoans”: The Mortgage Loans indicated as such in the Mortgage Loan Schedule.\n\n“AB Control Appraisal\nPeriod”: The “Control Appraisal Period” or any similar term as defined in the related AB Intercreditor Agreement\nfor any Serviced AB Whole Loan.\n\n -5- \n\n \n\n“AB Intercreditor\nAgreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan, the holder of the related\nMortgage Loan and any holders of any related Pari Passu Companion Loans, relating to the relative rights of such holders of the related\nAB Whole Loan, as the same may be amended in accordance with the terms thereof.\n\n“AB Modified Loan”:\nAny Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Non-Serviced Mortgage Loan that\nbecame a “corrected loan” (or any term substantially similar thereto) pursuant to the related Non-Serviced PSA) due to a modification\nthereto that resulted in the creation of an A/B note structure (or similar structure) and as to which the new junior note(s) did not previously\nexist or the principal amount of the new junior note(s) was previously part of either an A note held by the Trust or the original unmodified\nMortgage Loan and (2) as to which an Appraisal Reduction Amount is not in effect.\n\n“AB Mortgage Loan”:\nA senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the Trust Fund.\n\n“AB Mortgaged Property”:\nThe Mortgaged Property that secures the related AB Whole Loan.\n\n“AB Subordinate\nCompanion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note made\nby the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust and which\nis subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan documents and\nas provided in the related Intercreditor Agreement. For the avoidance of doubt, there are no AB Subordinate Companion Loans related to\nthe Trust as of the Closing Date.\n\n“AB Whole Loan”:\nA Whole Loan that consists of a Mortgage Loan and a related AB Subordinate Companion Loan and may include one or more Pari Passu Companion\nLoans. The AB Whole Loans related to the Trust as of the Closing Date are the Whole Loans described in the table under the heading “Whole\nLoans” in the Preliminary Statement hereto as having a “Companion Loan Type” of “Pari Passu and Subordinate”\nor “Subordinate”. For the avoidance of doubt, there are no AB Whole Loans related to the Trust as of the Closing Date.\n\n“AB Whole Loan Controlling\nHolder”: With respect to an AB Whole Loan, the “Controlling Noteholder”, “Directing Lender” or similarly\ndefined party identified in the related AB Intercreditor Agreement.\n\n“Accelerated Mezzanine\nLoan Lender”: A mezzanine lender under a mezzanine loan that has been accelerated or as to which foreclosure or enforcement\nproceedings have been commenced against the equity collateral pledged to secure such mezzanine loan.\n\n“Acceptable Insurance\nDefault”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, a default\nunder the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor to maintain with\nrespect to the related Mortgaged Property specific insurance\n\n -6- \n\n \n\ncoverage with respect to, or an all-risk\ncasualty Insurance Policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the\nrelated Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties\ncaused by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each case\nas to which default the Master Servicer and the Special Servicer may forbear taking any enforcement action, provided that the Special\nServicer has determined, in its reasonable judgment, based on inquiry consistent with the Servicing Standard (unless a Control Termination\nEvent has occurred and is continuing (or other than with respect to any Excluded Loan), (i) with the consent of the Directing Certificateholder\n(and after a Control Termination Event has occurred, but prior to the occurrence of a Consultation Termination Event (or other than with\nrespect to any Excluded Loan), after consultation with the Directing Certificateholder as provided in Section 6.08))\nand (ii) with respect to a Specially Serviced Loan, after non-binding consultation with the Risk Retention Consultation Party pursuant\nto Section 6.08 (or, with respect to a Serviced AB Whole Loan, and prior to any related AB Control Appraisal Period, with\nthe consent of the related AB Whole Loan Controlling Holder to the extent required under the related Intercreditor Agreement), that either\n(a) such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against\nfor properties similar to the related Mortgaged Property and located in or around the region in which such related Mortgaged Property\nis located, or (b) such insurance is not available at any rate; provided, however, that the Directing Certificateholder\nand the Risk Retention Consultation Party (if it has the right to consult pursuant to Section 6.08) (or, with respect to a\nServiced AB Whole Loan, the related AB Whole Loan Controlling Holder prior to any AB Control Appraisal Period to the extent required under\nthe related Intercreditor Agreement) will not have more than thirty (30) days to respond to the Special Servicer’s request for such\nconsent or consultation; provided, further, that upon the Special Servicer’s determination, consistent with the Servicing\nStandard, that exigent circumstances do not allow the Special Servicer to consult with the Directing Certificateholder, the Risk Retention\nConsultation Party or any applicable AB Whole Loan Controlling Holder, as applicable, the Special Servicer is not required to do so. Each\nof the Master Servicer (if the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall make the determinations\ndescribed above) and the Special Servicer (at the expense of the Trust Fund) shall be entitled to rely on insurance consultants in making\nthe determinations described above, and if the Master Servicer is making such determination, the Master Servicer will be required to make\nsuch determination in the same manner and subject to the same rights and obligations as if the Special Servicer were to make such determination.\n\n“Act”:\nThe Securities Act of 1933, as it may be amended from time to time.\n\n“Actual/360 Mortgage\nLoans”: The Mortgage Loans, to the extent indicated as such in the Mortgage Loan Schedule.\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 as of the Closing Date as set forth on Schedule 1, as increased or decreased from time\nto time pursuant to the terms of the related subordinate or *pari passu* loan documents (including any Intercreditor Agreement or\nsubordination agreement).\n\n -7- \n\n \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 as Exhibit EE.\n\n“Additional Exclusions”:\nExclusions in addition to those customarily found in the insurance policies for mortgaged properties similar to the Mortgaged Properties\non or prior to September 11, 2001.\n\n“Additional Form\n10-D Disclosure”: As defined in Section 11.04(a).\n\n“Additional Form\n10-K Disclosure”: As defined in Section 11.05(a).\n\n“Additional Repurchase\nObligor”: With respect to each Mortgage Loan Purchase Agreement, any Person (other than the related Mortgage Loan Seller) that\nis required under such Mortgage Loan Purchase Agreement to perform the obligations of the related Mortgage Loan Seller described in Section 2.03(b),\nin each case, to the extent set forth in such Mortgage Loan Purchase Agreement.\n\n“Additional Servicer”:\nEach Affiliate of the Master Servicer, the Special Servicer or any Mortgage Loan Seller that Services any of the Mortgage Loans and each\nPerson who is not an Affiliate of the Master Servicer, other than the Special Servicer, who Services 10% or more of the Mortgage Loans\nby unpaid principal balance as of any date of determination pursuant to Article XI.\n\n“Administrative\nCost Rate”: As of any date of determination and with respect to each Mortgage Loan, a *per annum* rate equal to the sum\nof the Servicing Fee Rate, the Certificate Administrator Fee Rate (which fee rate accounts for the Trustee Fee), the Operating Advisor\nFee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and,\nin the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate.\n\n“Advance”:\nAny P&I Advance or Servicing Advance.\n\n“Adverse REMIC Event”:\nAs defined in Section 10.01(f).\n\n“Affected Party”:\nAs defined in Section 7.01(b).\n\n“Affected Reporting\nParty”: As defined in Section 11.12.\n\n“Affiliate”:\nWith respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person.\nFor the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the\nmanagement and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise\nand the terms “controlling” and “controlled” have meanings correlative to the foregoing.\n\n“Affirmative Asset\nReview Vote”: As defined in Section 12.01(a).\n\n -8- \n\n \n\n“Agreement”:\nThis Pooling and Servicing Agreement and all amendments hereof and supplements hereto.\n\n“Applicable Fitch\nPermitted Investment Rating”: (A) In the case of such investments with maturities of thirty (30) days or less, the short-term\ndebt obligations of which are rated at least “F1” by Fitch or the long-term debt 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 such investments with maturities of 90 days or less, the short-term debt obligations\nof which are rated of at least “K3” by KBRA or the long-term obligations of which are rated at least “BBB-” by\nKBRA and (B) in the case of such investments with maturities greater than 90 days but not more than one year, the short-term debt obligations\nof which are rated of at least “K1” by KBRA or the long-term obligations of which are rated at least “A-” by KBRA\n(or, if not rated by KBRA, an equivalent or higher rating by another NRSRO).\n\n“Applicable Laws”:\nAs defined in Section 8.15.\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 more\nthan sixty (60) days, the short-term obligations of which are rated at least “A-1+” by S&P (or at least “A-1”\nby S&P, if the long-term obligations of which are rated at least “AA-” by S&P).\n\n“Applicable State\nand Local Tax Law”: For purposes hereof, the Applicable State and Local Tax Law shall be (a) the tax laws of the State\nof New York; and (b) such other state or local tax laws whose applicability shall have been brought to the attention of the Trustee\nand the Certificate Administrator by either (i) an Opinion of Counsel delivered to it, or (ii) written notice from the appropriate\ntaxing authority as to the applicability of such state or local tax laws.\n\n“Appraisal”:\nAn appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property is\nlocated, as appropriate; provided that each appraiser will be required to represent in such appraisal or in a supplemental letter\nthat the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by\nthe Appraisal Standards Board of the Appraisal Foundation and has certified that such appraiser had no interest, direct or indirect, in\nthe Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and its compensation is not affected by the approval\nor disapproval of the Mortgage Loan.\n\n“Appraisal Reduction\nAmount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any Serviced Whole\nLoan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Special Servicer (and, prior to the\noccurrence and continuance of a Consultation Termination Event) in consultation with the Directing Certificateholder (except in the case\nof an Excluded Loan with respect to the Directing Certificateholder) and, after the occurrence and during the continuance\n\n -9- \n\n \n\nof a Control Termination Event, in consultation\nwith the Directing Certificateholder (except with respect to an Excluded Loan) and the Operating Advisor and, after the occurrence and\nduring the continuance of a Consultation Termination Event, in consultation with the Operating Advisor, as of the first Determination\nDate that is at least ten (10) Business Days following the date on which the Special Servicer receives the related Appraisal (together\nwith information requested by the Special Servicer from the Master Servicer in accordance with this Agreement that is in the possession\nof the Master Servicer and reasonably necessary to calculate the Appraisal Reduction Amount) or conducts a valuation described herein,\nequal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance of the applicable Serviced\nWhole Loan over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined\n(1) by one or more Appraisals obtained by the Special Servicer with respect to any Mortgage Loan or Serviced Whole Loan, as the case may\nbe, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the Master Servicer\nas an Advance) or (2) at the Special Servicer’s option, either (i) an Appraisal obtained by the Special Servicer (the costs of which\nwill be paid by the Master Servicer as an Advance) or (ii) by an internal valuation performed by the Special Servicer with respect to\nany Mortgage Loan or Serviced Whole Loan, as the case may be, with an outstanding principal balance less than $2,000,000, minus, with\nrespect to any Appraisals, such downward adjustments as the Special Servicer may make (without implying any obligation to do so) based\nupon its review of the Appraisal and any other information it deems relevant, (B) all escrows, letters of credit and reserves in\nrespect of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation and (C) all Insurance and Condemnation\nProceeds that constitute collateral for the related Mortgage Loan or Serviced Whole Loan over (ii) the sum of, as of the Due Date\noccurring in the month of the date of determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee,\nall unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a *per annum* rate equal to its Mortgage\nRate (and, with respect to any AB Whole Loan, any accrued and unpaid interest on the related AB Subordinate Companion Loan, as applicable),\n(B) all P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan,\nas applicable, not reimbursed either (x) (only for purposes of applying Appraisal Reduction Amounts to notionally reduce the Certificate\nBalance of a Class as provided in this Agreement) general collections pursuant to Section 3.05(a)(v) or otherwise pursuant to this Agreement,\nto the extent that such reimbursement results in a Realized Loss or (y) from proceeds of such Mortgage Loan or Serviced Whole Loan, as\napplicable, and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and\n(C) all currently due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees\nand all other amounts due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such Mortgage\nLoan or Serviced Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have not been the subject of an\nAdvance by the Master Servicer, the Special Servicer or the Trustee, as applicable); provided, however, that without limiting\nthe Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if the Special Servicer has not\nobtained an Appraisal or performed such valuation, as applicable, referred to above within sixty (60) days of the Appraisal Reduction\nEvent, then (other than for purposes of determining the identity of the Directing Certificateholder or whether a Control Termination Event\nhas occurred and is continuing) the Appraisal Reduction Amount shall be deemed to be an\n\n -10- \n\n \n\namount equal to 25% of the current Stated Principal\nBalance of the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time as such Appraisal or valuation referred to\nabove is received by the Special Servicer and the Appraisal Reduction Amount is calculated by the Special Servicer as of the first Determination\nDate that is at least ten (10) Business Days following the date the Special Servicer receives from the Master Servicer information requested\nby the Special Servicer from the Master Servicer that is in the possession of the Master Servicer and reasonably necessary to calculate\nthe Appraisal Reduction Amount. Within sixty (60) days after the occurrence of an Appraisal Reduction Event, the Special Servicer shall\norder and use reasonable efforts to receive an Appraisal (the cost of which shall be paid by the Master Servicer as a Servicing Advance);\nprovided, further, however, that in no event shall the Special Servicer be required to order any such Appraisal prior\nto the conclusion of such sixty (60) day period, as applicable, and in each case, the related Appraisal shall be promptly delivered in\nelectronic format by the Special Servicer to the Master Servicer, the Operating Advisor (but only after the occurrence of a Control Termination\nEvent), the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event), the Certificate Administrator\nand the Trustee. In addition, the Master Servicer shall deliver to (via electronic delivery) or provide access to the Special Servicer\nany information in its possession that is reasonably required to determine, redetermine, calculate or recalculate any Appraisal Reduction\nAmount pursuant to its definition using reasonable efforts to deliver such information within five (5) Business Days of the Special Servicer’s\nreasonable request. The Master Servicer shall not calculate Appraisal Reduction Amounts.\n\nWith respect to any Appraisal\nReduction Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section 4.05(a),\nthe Appraised Value for the related Mortgaged Property determined in connection with clause (b)(i)(A)(1) or clause (b)(i)(A)(2)\nof the first paragraph of this definition shall be determined on an “as-is” basis.\n\nNotwithstanding anything\nherein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan or the related REO Property will be reduced\nto zero as of the date on which such Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust or as\notherwise set forth in Section 4.05(d).\n\nAny Appraisal Reduction Amount\nin respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the\nterms of the applicable Non-Serviced PSA, and the Master Servicer, the Special Servicer and the Certificate Administrator are entitled\nto conclusively rely on such calculation.\n\n“Appraisal Reduction\nEvent”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan and Serviced Whole\nLoan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard to the application of any Grace\nPeriod), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan or related Companion\nLoan, as applicable, (ii) the date on which a reduction in the amount of Periodic Payments on such Mortgage Loan or Companion Loan,\nas applicable, or a change in any other material economic term of such Mortgage Loan or Companion Loan, as applicable, (other than an\nextension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or Companion\n\n -11- \n\n \n\nLoan, as applicable, by the Special Servicer,\n(iii) thirty (30) days after the date on which a receiver has been appointed for the Mortgaged Property, (iv) thirty (30) days\nafter the date on which a Mortgagor or the tenant at a single tenant property declares bankruptcy (and the bankruptcy petition is not\notherwise dismissed within such time), (v) sixty (60) days after the date on which an involuntary petition of bankruptcy is filed\nwith respect to a Mortgagor if not dismissed within such time, (vi) a payment\ndefault has occurred with respect to the related Balloon Payment; provided, however, if (A) the related Mortgagor is diligently\nseeking a refinancing commitment (and delivers a statement to that effect to the Master Servicer within thirty (30) days after the payment\ndefault, who will be required to promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing Certificateholder\n(but only prior to the occurrence of a Consultation Termination Event)), (B) the related Mortgagor continues to make its Assumed Scheduled\nPayment, (C) no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan or Serviced Whole Loan, and (D) for so\nlong as no Control Termination Event has occurred and is continuing, the Directing Certificateholder consents, an Appraisal Reduction\nEvent will not occur until sixty (60) days beyond the related Maturity Date, unless extended by the Special Servicer in accordance with\nthe Mortgage Loan documents or this Agreement; and provided, further, if the related Mortgagor has delivered to\nthe Master Servicer, who will be required to promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing\nCertificateholder (but only prior to the occurrence of a Consultation Termination Event), on or before the sixtieth (60th)\nday after the related Maturity Date, a refinancing commitment reasonably acceptable to the Special Servicer, and the Mortgagor continues\nto make its Assumed Scheduled Payments (and no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan or Serviced\nWhole Loan), an Appraisal Reduction Event will not occur until the earlier of (1) one hundred twenty (120) days beyond the related Maturity\nDate (or extended Maturity Date) and (2) the termination of the refinancing commitment, and (vii) immediately after such Mortgage\nLoan or related Companion Loan, as applicable, becomes an REO Loan; provided that the thirty (30) day period referenced in clause\n(iii) and clause (iv) shall not apply if the related Mortgage Loan is a Specially Serviced Loan; provided, further,\nhowever, that except for purposes of calculating the amount of a P&I Advance, an Appraisal Reduction Event shall not occur\nat any time when the aggregate Certificate Balances of all Classes of Subordinate Certificates have been reduced to zero. The Special\nServicer shall notify the Master Servicer, the Directing Certificateholder and the Operating Advisor, or the Master Servicer shall notify\nthe Special Servicer and the Operating Advisor, as applicable, promptly upon such Person having notice or knowledge of the occurrence\nof any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event shall be\nsubject to the provisions of Section 4.05.\n\n“Appraisal Review\nPeriod”: As defined in Section 4.05(b)(ii).\n\n“Appraised-Out\nClass”: As defined in Section 4.05(b)(i).\n\n“Appraised Value”:\nWith respect to any Mortgaged Property (other than a Non-Serviced Mortgaged Property), the appraised value thereof as determined by\nthe most recent Appraisal of the Mortgaged Property securing the related Mortgage Loan, Serviced Whole Loan or AB Whole Loan, as applicable,\nand with respect to a Non-Serviced Mortgaged Property, the appraised value allocable thereto, as determined pursuant to the applicable\nNon-Serviced PSA.\n\n -12- \n\n \n\n“Arbitration Rules”:\nAs defined in Section 2.03(n)(i).\n\n“Arbitration Services\nProvider”: As defined in Section 2.03(n)(i).\n\n“AREF2”:\nArgentic Real Estate Finance 2, LLC, a Delaware limited liability company.\n\n“Asset Representations\nReviewer”: Park Bridge Lender Services LLC, a New York limited liability company, and its successors in interest and assigns,\nor any successor asset representations reviewer appointed as herein provided.\n\n“Asset Representations\nReviewer Asset Review Fee”: As defined in Section 12.02(b).\n\n“Asset Representations\nReviewer Fee”: As defined in Section 12.02(a).\n\n“Asset Representations\nReviewer Fee Rate”: As defined in Section 12.02(a).\n\n“Asset Representations\nReviewer Termination Event”: As defined in Section 12.05(a).\n\n“Asset Review”:\nAs defined in Section 12.01(b)(iv).\n\n“Asset Review Notice”:\nAs defined in Section 12.01(a).\n\n“Asset Review Quorum”:\nIn connection with any solicitation of votes to authorize an Asset Review as described in Section 12.01(a), the Certificateholders\nevidencing at least 5% of the aggregate Voting Rights represented by all of the Certificates.\n\n“Asset Review Report”:\nAs defined in Section 12.01(b)(viii), a report setting forth the findings and conclusions of an Asset Review substantially\nin the form attached as Exhibit OO.\n\n“Asset Review Report\nSummary”: As defined in Section 12.01(b)(viii), a summary report setting forth the conclusions of an Asset Review\nReport substantially in the form attached as Exhibit PP.\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. All determinations or assumptions made by the Asset Representations Reviewer in connection with an Asset Review shall\nbe made in the Asset Representations Reviewer’s good faith discretion and judgment based on the facts and circumstances known to\nit at the time of such determination or assumption.\n\n“Asset Review Trigger”:\nAny time when either (1) Mortgage Loans with an aggregate outstanding principal balance of 25.0% or more of the aggregate outstanding\nprincipal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held\nby the Trust as of the end of the applicable Collection Period\n\n -13- \n\n \n\nare Delinquent Loans or (2)(A) prior to\nand including the second anniversary of the Closing Date, at least ten (10) Mortgage Loans are Delinquent Loans and the outstanding principal\nbalance of such Delinquent Loans in the aggregate constitutes at least 15.0% of the aggregate outstanding principal balance of all of\nthe Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the Trust as of the end\nof the applicable Collection Period or (B) after the second anniversary of the Closing Date, at least fifteen (15) Mortgage Loans\nare Delinquent Loans and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 20.0% of the\naggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case\nof a Whole Loan)) held by the Trust as of the end of the applicable Collection Period.\n\n“Asset Review Vote\nElection”: As defined in Section 12.01(a).\n\n“Asset Status Report”:\nAs defined in Section 3.19(d).\n\n“Assignment”\nand “Assignments”: Each as defined in Section 2.01(c).\n\n“Assignment of Leases”:\nWith respect to any Mortgaged Property, any assignment of leases, rents and profits or similar instrument 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“Assignment of Mortgage”:\nWith respect to any Mortgaged Property, an assignment of Mortgage without recourse, notice of transfer or equivalent instrument, in recordable\nform, which is sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to reflect of record the\nassignment of the Mortgage, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments\ncovering Mortgages encumbering Mortgaged Properties located in the same jurisdiction, if permitted by law and acceptable for recording.\n\n“Assumed Scheduled\nPayment”: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) that is\ndelinquent in respect of its Balloon Payment or any REO Loan (excluding, for purposes of determining or making P&I Advances, the portion\nallocable to any related Companion Loan), an amount equal to the sum of (a) the principal portion of the Periodic Payment that would have\nbeen due on such Mortgage Loan or REO Loan on the related Due Date based on the constant payment required by the related Mortgage Note\nor the original amortization schedule of such Mortgage Loan (as calculated with interest at the related Mortgage Rate), if applicable,\nassuming such Balloon Payment has not become due, after giving effect to any reduction in the principal balance thereof occurring in connection\nwith a modification of such Mortgage Loan, in connection with a default or bankruptcy (or similar proceeding), and (b) interest on\nthe Stated Principal Balance of such Mortgage Loan or REO Loan (excluding, for purposes of determining P&I Advances, the portion allocable\nto any related Companion Loan) at the applicable Mortgage Rate (net of interest at the Servicing Fee Rate and the related Non-Serviced\nPrimary Servicing Fee Rate, if applicable).\n\n -14- \n\n \n\n“Authenticating\nAgent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating Agent\npursuant to Section 5.02(a), in each case in its capacity as authenticating agent, or if any successor authenticating agent\nis appointed pursuant to Section 5.02(a), such successor authenticating agent.\n\n“Available Funds”:\nWith respect to any Distribution Date, an amount equal to the sum of (without duplication):\n\n(a)              \nthe aggregate amount of all cash received on the Mortgage Loans (in the case of each Non-Serviced Mortgage Loan, only to the\nextent received by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor Agreement) (including\nthe portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(g) of this Agreement)\nand any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited by the Master\nServicer pursuant to Section 3.17(a)) on deposit in the Collection Account (in each case, exclusive of any amount on deposit\nin or credited to any portion of the Collection Account that is held for the benefit of the Companion Holders), as of the close of business\non the related P&I Advance Date, exclusive of (without duplication):\n\n(i)                         all Periodic\nPayments paid by the Mortgagors of a Mortgage Loan that are due on a Due Date following the end of the related Collection Period, excluding\ninterest relating to payments prior to, but due after, the Cut-off Date;\n\n(ii)                      all unscheduled\nPrincipal Prepayments (together with any related payments of interest allocable to the period following the related Due Date for the\nrelated Mortgage Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds and other unscheduled recoveries, in each case, received\nsubsequent to the related Determination Date (or, with respect to voluntary Principal Prepayments for each Mortgage Loan with a Due Date\noccurring after the related Determination Date, subsequent to the related Due Date) allocable to the Mortgage Loans;\n\n(iii)                   (A) all\namounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (xviii),\ninclusive, and (xxi) of Section 3.05(a); (B) all amounts payable or reimbursable to any Person from the Lower-Tier\nREMIC Distribution Account pursuant to clauses (ii) through (vii), inclusive, of Section 3.05(b);\nand (C) any Net Investment Earnings contained therein;\n\n(iv)                  with respect\nto the Actual/360 Mortgage Loans and any Distribution Date relating to each Interest Accrual Period occurring in (1) each February\nor (2) any January in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution\nDate), an amount equal to one (1) day of interest on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month\npreceding the month in which such Distribution\n\n -15- \n\n \n\nDate occurs at the related Mortgage Rate\nto the extent such amounts are Withheld Amounts;\n\n(v)                     all Prepayment\nPremiums and Yield Maintenance Charges allocable to the Mortgage Loans;\n\n(vi)                  all amounts\ndeposited in the Collection Account in error; and\n\n(vii)               any Penalty\nCharges allocable to the Mortgage Loans;\n\n(b)              \nif and to the extent not already included in clause (a) hereof, the aggregate amount transferred from the REO Accounts\nallocable to the Mortgage Loans to the Collection Account for such Distribution Date pursuant to Section 3.14(c);\n\n(c)              \nthe aggregate amount of any P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the Mortgage\nLoans and the Distribution Date (net of any related Certificate Administrator Fee, Operating Advisor Fee, Asset Representations Reviewer\nFee and CREFC® Intellectual Property Royalty License Fee actually payable with respect to the Mortgage Loans for which\nsuch P&I Advances are made) pursuant to Section 4.03 or Section 7.05;\n\n(d)              \nwith respect 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), the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account pursuant to Section 3.21(b);\nand\n\n(e)              \nthe Gain-on-Sale Remittance Amount for such Distribution Date.\n\nNotwithstanding the investment\nof funds held in the Collection Account pursuant to Section 3.06, for purposes of calculating the Available Funds, the amounts\nso invested shall be deemed to remain on deposit in such account.\n\n“Balloon Mortgage\nLoan”: Any Mortgage Loan or Companion Loan that by its original terms or by virtue of any modification entered into as of the\nClosing Date provides for an amortization schedule for such Mortgage Loan or Companion Loan extending beyond its Maturity Date.\n\n“Balloon Payment”:\nWith respect to any Balloon Mortgage Loan, as of any date of determination, the Periodic Payment payable on the Maturity Date of such\nBalloon Mortgage Loan.\n\n“Bankruptcy Code”:\nThe federal Bankruptcy Code, as amended from time to time (Title 11 of the United States Code).\n\n“Barclays”:\nBarclays Capital Real Estate Inc., a Delaware corporation.\n\n“Base Interest Fraction”:\nAs defined in Section 4.01(e).\n\n -16- \n\n \n\n“Book-Entry\nCertificate”: Any Certificate registered in the name of the Depository or its nominee.\n\n“Borrower Party”:\nA borrower, a Mortgagor, a manager of a Mortgaged Property, an Accelerated Mezzanine Loan Lender, or any Borrower Party Affiliate.\n\n“Borrower Party\nAffiliate”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine Loan Lender,\n(a) any other Person controlling or controlled by or under common control with such borrower, Mortgagor, manager or Accelerated Mezzanine\nLoan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower,\nMortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable. For the purposes of this definition, “control” when\nused with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly,\nwhether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled”\nhave meanings correlative to the foregoing.\n\n“Borrower-Related\nParty”: As defined in Section 3.30(a).\n\n“Breach”:\nWith respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in Section 4(b)\nof the related Mortgage Loan Purchase Agreement.\n\n“Business Day”:\nAny day other than a Saturday, a Sunday or a day on which banking institutions in Florida, Kansas, New York, Ohio, Pennsylvania and Maryland\nor any of the jurisdictions in which the respective primary servicing offices of either the Master Servicer or the Special Servicer or\nthe Corporate Trust Offices of either the Certificate Administrator or the Trustee are located, or the New York Stock Exchange or the\nFederal Reserve System of the United States of America, are authorized or obligated by law or executive order to remain closed.\n\n“CERCLA”:\nThe Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.\n\n“Certificate”:\nAny one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2026-5C42, as executed and delivered by the\nCertificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.\n\n“Certificate Administrator”:\nComputershare Trust Company, National Association, in its capacity as certificate administrator, or if any successor certificate administrator\nis appointed thereto pursuant to Section 5.08 or any successor certificate administrator appointed hereunder. Computershare Trust Company,\nNational Association, shall perform the certificate administrator role through its Corporate Trust Services division (including, as applicable,\nany agents or affiliates utilized thereby).\n\n“Certificate Administrator\nFee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s activities\nunder this Agreement; provided that the Certificate Administrator Fee includes the Trustee Fee, and the Certificate Administrator\nshall pay the Trustee Fee to the Trustee.\n\n -17- \n\n \n\n“Certificate Administrator\nFee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.01488% *per annum* and\nthe Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated on the related Mortgage\nLoan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding Distribution Date. The Certificate\nAdministrator Fee includes the Trustee Fee.\n\n“Certificate Administrator’s\nWebsite”: The Certificate Administrator’s website, which shall initially be located at “*www.ctslink.com*”.\n\n“Certificate Balance”:\nWith respect to any Class of Principal Balance Certificates, (i) on or prior to the first Distribution Date, an amount equal to the\nOriginal Certificate Balance of such Class as specified in the Preliminary Statement hereto and (ii) as of any date of determination\nafter the first Distribution Date, the Certificate Balance of such Class on the Distribution Date immediately prior to such date of determination\n(determined as adjusted pursuant to Section 1.02(iii)).\n\n“Certificate Factor”:\nWith respect to any Class of Certificates (other than the Class R Certificates), as of any date of determination, a fraction, expressed\nas a decimal carried to at least eight (8) places, the numerator of which is the then-related Certificate Balance or Notional Amount,\nand the denominator of which is the related Original Certificate Balance or Original Notional Amount.\n\n“Certificate Owner”:\nWith respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of\nthe Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage firm for which a Depository\nParticipant acts as agent.\n\n“Certificate Register”\nand “Certificate Registrar”: The register maintained and registrar appointed pursuant to Section 5.03(a).\n\n“Certificateholder”\nor “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial owner\nthereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking any action pursuant\nto this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer, the Special Servicer (including,\nfor the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan\nSeller, a Borrower Party, any holder of the Class E, Class F and Class G-RR Certificates evidencing part of the VRR Interest or any Sub-Servicer\n(as applicable) or Affiliate of any of such Persons shall be deemed not to be outstanding (provided that notwithstanding the foregoing,\nany Controlling Class Certificates owned by an Excluded Controlling Class Holder shall not be deemed to be outstanding as to such Excluded\nControlling Class Holder solely with respect to any related Excluded Controlling Class Loan; and provided, further, that\nany Controlling Class Certificates owned by the Special Servicer or an Affiliate thereof shall not be deemed to be outstanding as to the\nSpecial Servicer or such Affiliate solely with respect to any related Excluded Special Servicer Loan), and the Voting Rights to which\nit is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any\nsuch\n\n -18- \n\n \n\nconsent, approval, waiver or take any such\naction has been obtained; provided, however, that the foregoing restrictions shall not apply in the case of the Master\nServicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,\nthe Depositor, any Mortgage Loan Seller or any Affiliate of any of such Persons unless such consent, approval or waiver sought from such\nparty would in any way increase its compensation or limit its obligations in the named capacities hereunder or waive a Servicer Termination\nEvent or trigger an Asset Review (with respect to an Asset Review and any Mortgage Loan Seller, solely with respect to any related Mortgage\nLoan subject to the Asset Review); provided, further, that\nso long as there is no Servicer Termination Event with respect to the Master Servicer or the Special Servicer, as applicable, the Master\nServicer or Special Servicer or such Affiliate of either shall be entitled to exercise such Voting Rights with respect to any issue which\ncould reasonably be believed to adversely affect such party’s compensation or increase its obligations or liabilities hereunder;\nand provided, further, that such restrictions shall not apply to (i) the exercise of the Special Servicer’s,\nthe Master Servicer’s or any Mortgage Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling\nClass or (ii) any Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee, or the Certificate Administrator\nthat has provided an Investor Certification in which it has certified as to the existence of certain policies and procedures restricting\nthe flow of information between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee, or the Certificate Administrator,\nas applicable. The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate of the Master\nServicer, the Special Servicer or the Depositor in determining whether a Certificate is registered in the name of an Affiliate of such\nPerson. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners\nas they may indirectly exercise such rights through the Depository and the Depository Participants, except as otherwise specified herein;\nprovided, however, that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder”\nonly the Person in whose name a Certificate is registered in the Certificate Register. The Trustee shall be the Holder of the Lower-Tier\nRegular Interests for the benefit of the Certificateholders.\n\n“Certificateholder\nQuorum”: The Holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the application\nof Realized Losses and, other than with respect to the termination of the Asset Representations Reviewer, the application of any Cumulative\nAppraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal Balance Certificates on\nan aggregate basis.\n\n“Certificateholder\nRepurchase Request”: As defined in Section 2.03(k)(i).\n\n“Certification Parties”:\nAs defined in Section 11.06.\n\n“Certification Party”:\nAny one of the Certification Parties.\n\n“Certifying Person”:\nAs defined in Section 11.06.\n\n“Certifying Servicer”:\nAs defined in Section 11.09.\n\n -19- \n\n \n\n“Class”:\nWith respect to any Certificates or Lower-Tier Regular Interests, all of the Certificates bearing the same alphabetical (and, if applicable,\nnumerical) Class designation, and each designated Lower-Tier Regular Interest.\n\n“Class A Certificate”:\nAny Class A-1, Class A-2, Class A-3 and Class A-S Certificate.\n\n“Class A-1\nCertificate”: A Certificate designated as “Class A-1” on the face thereof, in the form of Exhibit A-1,\nand evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n“Class A-1\nPass-Through Rate”: With respect to any Distribution Date, a *per annum* rate equal to a fixed rate of 4.76500%.\n\n“Class A-2 Certificate”:\nA Certificate designated as “Class A-2” on the face thereof, in the form of Exhibit A-1, and evidencing a\n“regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n“Class A-2 Pass-Through\nRate”: With respect to any Distribution Date, a *per annum* rate equal to a fixed rate of 5.11400%.\n\n“Class A-3 Certificate”:\nA Certificate designated as “Class A-3” on the face thereof, in the form of Exhibit A-1, and evidencing a\n“regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n“Class A-3 Pass-Through\nRate”: With respect to any Distribution Date, a *per annum* rate equal to a fixed rate of 5.59800%.\n\n“Class A-S\nCertificate”: A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-1,\nand evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n“Class A-S\nPass-Through Rate”: With respect to any Distribution Date, a *per annum* rate equal to a fixed rate of 5.90200%.\n\n“Class B Certificate”:\nA Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-1, and evidencing\na “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n“Class B Pass-Through\nRate”: With respect to any Distribution Date, a *per annum* rate equal to 6.05000%, subject to a maximum rate equal to\nthe Weighted Average Net Mortgage Rate for such Distribution Date.\n\n“Class C Certificate”:\nA Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-1, and evidencing a “regular\ninterest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n -20- \n\n \n\n“Class C Pass-Through\nRate”: With respect to any Distribution Date, a *per annum* rate equal to 6.23200%, subject to a maximum rate equal to\nthe Weighted Average Net Mortgage Rate for such Distribution Date.\n\n“Class D Certificate”:\nA Certificate designated as “Class D” on the face thereof, in the form of Exhibit A-1, and evidencing\na “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n“Class D Pass-Through\nRate”: With respect to any Distribution Date, a *per annum*rate equal to a fixed rate of 4.50000%.\n\n“Class E Certificate”:\nA Certificate designated as “Class E” on the face thereof, in the form of Exhibit A-1, and evidencing\na “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n“Class E Pass-Through\nRate”: With respect to any Distribution Date, a *per annum* rate equal to a fixed rate of 4.50000%.\n\n“Class F Certificate”:\nA Certificate designated as “Class F” on the face thereof, in the form of Exhibit A-1, and evidencing\na “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n“Class F Pass-Through\nRate”: With respect to any Distribution Date, a *per annum* rate equal to a fixed rate of 4.50000%.\n\n“Class G-RR Certificate”:\nA Certificate designated as “Class G-RR” on the face thereof, in the form of Exhibit A-1, and evidencing a\n“regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n“Class G-RR Pass-Through\nRate”: With respect to any Distribution Date, a *per annum*rate equal to the Weighted Average Net Mortgage Rate for such\nDistribution Date.\n\n“Class LA1\nUncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier\nREMIC and having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement\nhereto.\n\n“Class LA2\nUncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier\nREMIC and having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement\nhereto.\n\n“Class LA3\nUncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier\nREMIC and having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement\nhereto.\n\n -21- \n\n \n\n“Class LAS\nUncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier\nREMIC and having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement\nhereto.\n\n“Class LB Uncertificated\nInterest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC\nand having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement hereto.\n\n“Class LC Uncertificated\nInterest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC\nand having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement hereto.\n\n“Class LD Uncertificated\nInterest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC\nand having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement hereto.\n\n“Class LE Uncertificated\nInterest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC\nand having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement hereto.\n\n“Class LF Uncertificated\nInterest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC\nand having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement hereto.\n\n“Class LG-RR\nUncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier\nREMIC and having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement\nhereto.\n\n“Class LR Interest”:\nThe uncertificated residual interest in the Lower-Tier REMIC, represented by the Class R Certificates.\n\n“Class R Certificate”:\nA Certificate designated as “Class R” on the face thereof in the form of Exhibit A-2, and evidencing\nthe sole class of “residual interests” in each Trust REMIC for purposes of the REMIC Provisions.\n\n“Class UR Interest”:\nThe uncertificated residual interest in the Upper-Tier REMIC, represented by the Class R Certificates.\n\n“Class X Certificates”:\nThe Class X-A, Class X-B, Class X-D, Class X-E and Class X-F Certificates, as the context may require.\n\n -22- \n\n \n\n“Class X-A\nCertificate”: A Certificate designated as “Class X-A” on the face thereof, in the form of Exhibit A-1,\nand evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n“Class X-A\nNotional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A-1, Class A-2 and\nClass A-3 Certificates.\n\n“Class X-A\nPass-Through Rate”: The Pass-Through Rate for Class X-A Certificates for any Distribution Date shall be a *per annum*\nrate equal to the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted\naverage of the Pass-Through Rates of the Class A-1, Class A-2 and Class A-3 Certificates for such Distribution Date, weighted on the basis\nof their respective Certificate Balances outstanding immediately prior to that Distribution Date. The Pass-Through Rate applicable to\nthe Class X-A Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.\n\n“Class X-B\nCertificate”: A Certificate designated as “Class X-B” on the face thereof, in the form of Exhibit A-1,\nand evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n“Class X-B\nNotional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A-S, Class B\nand Class C Certificates.\n\n“Class X-B\nPass-Through Rate”: The Pass-Through Rate for Class X-B Certificates for any Distribution Date shall be a *per annum*\nrate equal to the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted\naverage of the Pass-Through Rates of the Class A-S, Class B and Class C Certificates for such Distribution Date, weighted on the\nbasis of their respective Certificate Balances outstanding immediately prior to that Distribution Date. The Pass-Through Rate applicable\nto the Class X-B Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.\n\n“Class X-D\nCertificate”: A Certificate designated as “Class X-D” on the face thereof, in the form of Exhibit A-1,\nand evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n“Class X-D\nNotional Amount”: As of any date of determination, the Certificate Balance of the Class D Certificates.\n\n“Class X-D\nPass-Through Rate”: The Pass-Through Rate for Class X-D Certificates for any Distribution Date shall be a *per annum*\nrate equal to the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through\nRate of the Class D Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-D Certificates for the\ninitial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.\n\n -23- \n\n \n\n“Class X-E\nCertificate”: A Certificate designated as “Class X-E” on the face thereof, in the form of Exhibit A-1,\nand evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n“Class X-E\nNotional Amount”: As of any date of determination, the Certificate Balance of the Class E Certificates.\n\n“Class X-E\nPass-Through Rate”: The Pass-Through Rate for Class X-E Certificates for any Distribution Date shall be a *per annum*\nrate equal to the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through\nRate of the Class E Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-E Certificates\nfor the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.\n\n“Class X-F\nCertificate”: A Certificate designated as “Class X-F” on the face thereof, in the form of Exhibit A-1,\nand evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n“Class X-F\nNotional Amount”: As of any date of determination, the Certificate Balance of the Class F Certificates.\n\n“Class X-F\nPass-Through Rate”: The Pass-Through Rate for Class X-F Certificates for any Distribution Date shall be a *per annum*\nrate equal to the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through\nRate of the Class F Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-F Certificates\nfor the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.\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 DTC.\n\n“Clearstream”:\nClearstream Banking, Luxembourg or any successor thereto.\n\n“Closing Date”:\nJune 24, 2026.\n\n“CMBS”:\nCommercial mortgage-backed securities.\n\n“Code”:\nThe Internal Revenue Code of 1986, as amended.\n\n“Collateral Deficiency\nAmount”: With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated Principal Balance\nof such AB Modified Loan (taking into account the related junior note(s) and any *pari passu* notes included therein), over (ii)\nthe sum of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent Appraised Value\nfor the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such\nAppraised Value and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination,\nany capital or additional collateral contributed by the related Mortgagor at the time the Mortgage Loan became (and as part of the modification\nrelated to)\n\n -24- \n\n \n\nsuch AB Modified Loan for the benefit of the\nrelated Mortgaged Property or Mortgaged Properties (provided, that in the case of a Non-Serviced Mortgage Loan, the amounts set forth\nin this clause (y) will be taken into account solely to the extent relevant information is received by the Special Servicer), plus (z)\nany other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect\nof such AB Modified Loan as of the date of such determination. The Master Servicer, the Operating Advisor (except to the extent set forth\nin this Agreement) and the Certificate Administrator shall be entitled to conclusively rely on the Special Servicer’s calculation\nor determination of any Collateral Deficiency Amount.\n\n“Collection Account”:\nA segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf\nof the Trustee for the benefit of the Certificateholders, which shall be entitled “Midland Loan Services, a Division of PNC Bank,\nNational Association, as Master Servicer, on behalf of Computershare Trust Company, National Association, as Trustee, for the benefit\nof the registered Holders of BBCMS Mortgage Trust 2026-5C42, Commercial Mortgage Pass-Through Certificates, Series 2026-5C42, Collection\nAccount”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking into\naccount that each Companion Loan is subordinate or *pari passu*, as applicable, to the related Serviced Mortgage Loan to the extent\nset forth in the related Intercreditor Agreement, any subaccount described in the second paragraph of Section 3.04(b) that\nis part of the Collection Account shall be for the benefit of the related Companion Holder, to the extent funds on deposit in such subaccount\nare attributed to such Companion Loan and shall not be an asset of the Trust or either Trust REMIC formed hereunder.\n\n“Collection Period”:\nWith respect to any Distribution Date and any Mortgage Loan or Companion Loan, the period commencing on the day immediately succeeding\nthe Due Date for such Mortgage Loan or Companion Loan occurring in the month preceding the month in which that Distribution Date occurs\nor the date that would have been the Due Date if such Mortgage Loan or Companion Loan had a Due Date in such preceding month and ending\non and including the Due Date for such Mortgage Loan or Companion Loan occurring in the month in which that Distribution Date occurs.\nNotwithstanding the foregoing, in the event that the last day of a Collection Period is not a Business Day, any Periodic Payments received\nwith respect to the Mortgage Loans or Companion Loan relating to such Collection Period on the Business Day immediately following such\nday shall be deemed to have been received during such Collection Period and not during any other Collection Period.\n\n“Commission”:\nThe Securities and Exchange Commission.\n\n“Companion Distribution\nAccount”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying Agent\npursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled “Midland Loan Services,\na Division of PNC Bank, National Association, as Companion Paying Agent, for the benefit of the Companion Holders of the Companion Loans,\nrelating to the BBCMS Mortgage Trust 2026-5C42, Commercial Mortgage Pass-Through Certificates, Series 2026-5C42”. The Companion\nDistribution Account shall not be an asset of the Trust or either Trust REMIC, but instead shall be held by the Companion Paying Agent\non behalf of the Companion Holders. Any such account shall be an Eligible Account. Notwithstanding the foregoing, if the\n\n -25- \n\n \n\nMaster Servicer and the Companion Paying Agent\nare the same entity, generally, the Companion Distribution Account may be another account, a subaccount or written ledger referenced in\nthe second paragraph of Section 3.04(b), which subaccount or written\nledger shall be an Eligible Account and of (1) the Collection Account, (2) if the Master Servicer is also the Other Servicer with respect\nto a related Serviced Companion Loan, the collection account established under the Other Pooling and Servicing Agreement with respect\nto such Serviced Companion Loan or (3) if the Master Servicer is not also the Other Servicer with respect to a related Serviced Companion\nLoan, another segregated account receiving or holding funds which will be remitted to the Other Servicer with respect to such Serviced\nCompanion Loan, in each case of (1), (2) or (3), created and maintained by the Master Servicer pursuant to Section 3.04(b)\nof this Agreement on behalf of the holders of such Serviced Whole Loan.\n\n“Companion Holders”:\nEach of the holders of record of any Companion Loan.\n\n“Companion Loan”:\nA mortgage loan that is not included in the Trust Fund but is part of a Whole Loan that includes a Mortgage Loan.\n\n“Companion Loan\nRating Agency”: Any NRSRO rating any class of Serviced Pari Passu Companion Loan Securities.\n\n“Companion Paying\nAgent”: With respect to the Serviced Companion Loans, if any, the Master Servicer in its role as Companion Paying Agent appointed\npursuant to Section 3.27.\n\n“Companion Register”:\nThe register maintained by the Companion Paying Agent pursuant to Section 3.28.\n\n“Compensating Interest\nPayments”: An aggregate amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment\nInterest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans (other than\nNon-Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced Loan\nor any Mortgage Loan, or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other\nthan the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion of the Master Servicer’s\nServicing Fees for such Distribution Date that is, in the case of each Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced\nPari Passu Companion Loan and REO Loan for which Servicing Fees are being paid to the Master Servicer for such Collection Period, calculated\nat a rate equal to with respect to the Serviced Mortgage Loans (i) 0.00125% *per annum* for each Mortgage Loan, Serviced Pari Passu\nCompanion Loan and REO Loan not referred to in clause (A)(ii) hereof, or (ii) a rate of 0.000625% *per annum*for each Mortgage Loan,\nServiced Pari Passu Companion Loan and REO Loan with a sub-servicer, (B) all Prepayment Interest Excesses received by the Master\nServicer during such Collection Period with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) (and, so long as a\nServiced Whole Loan is serviced hereunder, the related Serviced Pari Passu Companion Loan) subject to such prepayment and (C) to\nthe extent earned on voluntary principal prepayments, net investment earnings payable to the Master Servicer for such Collection Period\nreceived by the Master Servicer during such Collection\n\n -26- \n\n \n\nPeriod with respect to the Mortgage Loan (other\nthan a Non-Serviced Mortgage Loan) or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment. In no\nevent will the rights of the Certificateholders to offset the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment\nInterest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate\n(a “Prohibited Prepayment”) from the terms of the related Mortgage Loan documents regarding Principal Prepayments (other\nthan (V) any Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan\nis a Specially Serviced Loan, (X) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer\nis required to accept such Principal Prepayment in accordance with the Servicing Standard, (Y)(1) at the request or with the consent of\nthe Special Servicer or, (2) so long as no Control Termination Event has occurred and is continuing, and only with respect to the Mortgage\nLoans other than an Excluded Loan as to the Directing Certificateholder, at the request or with the consent of the Directing Certificateholder\nor (Z) in connection with the payment of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating Interest\nPayment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) above, the aggregate\namount of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (i) above in connection\nwith such Prohibited Prepayments.\n\nFor the avoidance of doubt,\nany portion of a Compensating Interest Payment attributable to a Serviced Whole Loan shall be allocated among the related Mortgage Loan\nand the related Serviced Pari Passu Companion Loan(s), *pro rata*, in accordance with their respective principal balances.\n\n“Consultation Termination\nEvent”: At any date at which no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate\nBalance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of\nany Cumulative Appraisal Reduction Amounts; provided, that a Consultation Termination Event shall not be deemed to be continuing\nin the event the Certificate Balances of all Classes of Principal Balance Certificates other than the Control Eligible Certificates have\nbeen reduced to zero; provided, further, that no Consultation Termination Event may occur with respect to the Loan-Specific Directing\nCertificateholder related to a Servicing Shift Whole Loan and the term “Consultation Termination Event” shall not be applicable\nto the Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan. With respect to any Excluded Loan with respect\nto the Directing Certificateholder or the Holder of the majority of the Controlling Class, a Consultation Termination Event shall be deemed\nto exist for so long as such Mortgage Loan is an Excluded Loan.\n\n“Control Eligible\nCertificates”: Any of the Class E, Class F and Class G-RR Certificates. For the avoidance of doubt, no portion of the VRR\nInterest shall be taken into account as part of the Control Eligible Certificates for any purpose.\n\n“Control Termination\nEvent”: The occurrence of the Certificate Balance of the senior most Class of Control Eligible Certificates (taking into\naccount the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance\nwith Section 4.05(a)) being reduced to less than 25% of the Original\n\n -27- \n\n \n\nCertificate Balance of such Class; provided,\nthat a Control Termination Event shall not be deemed to be continuing in the\nevent the Certificate Balances of all Classes of Principal Balance Certificates other than the Control Eligible Certificates have been\nreduced to zero; provided further, that prior to the applicable Servicing Shift Date, no Control Termination Event may occur with\nrespect to the Loan-Specific Directing Certificateholder related to a Servicing Shift Whole Loan and the term “Control Termination\nEvent” shall not be applicable to the Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan. With\nrespect to any Excluded Loan, a Control Termination Event shall be deemed to exist for so long as such Mortgage Loan is an Excluded Loan.\n\n“Controlling Class”:\nAs of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has an aggregate Certificate\nBalance as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class in accordance with Section 4.05(a),\nat least equal to 25% of the Original Certificate Balance of that Class; provided that if at any time the Certificate Balances\nof the Certificates other than the Control Eligible Certificates have been reduced to zero as a result of the allocation of principal\npayments on the Mortgage Loans, then the Controlling Class shall be the most subordinate Class among the Control Eligible Certificates\nthat has an aggregate Certificate Balance greater than zero without regard to any Cumulative Appraisal Reduction Amounts. The Controlling\nClass as of the Closing Date will be the Class G-RR Certificates.\n\n“Controlling Class\nCertificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as determined\nby the Certificate Registrar, from time to time, upon request by any party hereto. The Depositor, the Trustee, the Master Servicer, the\nSpecial Servicer or the Operating Advisor may from time to time request (the cost of which being an expense of the Trust) that the Certificate\nAdministrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class and the Certificate Administrator\nshall promptly provide such list without charge to such Depositor, Trustee, Master Servicer, Operating Advisor or Special Servicer, as\napplicable. The Trustee, the Master Servicer, the Special Servicer and the Operating Advisor shall be entitled to rely on any such list\nso provided.\n\n“Conveyed Property”:\nAs defined in Section 2.01(a).\n\n“Corporate Trust\nOffice”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular time\nits corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement\nis located (i) with respect to Certificate transfers and surrenders, at Computershare Trust Company, National Association, 1505 Energy\nPark Drive, St. Paul, Minnesota 55108, Attention: Certificate Transfer Services – BBCMS 2026-5C42, (ii) with respect to the Trustee,\nat Computershare Trust Company, National Association, 9062 Old Annapolis Road, Columbia, Maryland 21045 (among other locations), Attention:\nCorporate Trust Services (CMBS) - BBCMS Mortgage Trust 2026-5C42, and (iii) for all other purposes, with respect to the Certificate Administrator,\nat Computershare Trust Company, National Association, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services\n(CMBS) – BBCMS Mortgage Trust 2026-5C42.\n\n -28- \n\n \n\n“Corrected Loan”:\nAny Specially Serviced Loan (A) that (a) with respect to the circumstances described in clauses (i), (ii) and (iii) of the definition\nof Servicing Transfer Event, the related Mortgagor thereunder has brought such Mortgage Loan or Companion Loan current and thereafter\nmade three (3) consecutive full and timely Periodic Payments, including pursuant to any workout of such Mortgage Loan or Serviced Companion\nLoan, when (b) with respect to the circumstances described in clauses (iv), (v), (vi), (vii), (ix) and (x) of the definition\nof Servicing Transfer Event, such circumstances cease to exist in the good faith judgment of the Special Servicer, or when (c) with\nrespect to the circumstances described in clause (viii) of the definition of Servicing Transfer Event, such default is cured (as\ndetermined by the Special Servicer in accordance with the Servicing Standard) or waived by the Special Servicer, and (B) (provided\nthat at that time no other Servicing Transfer Event exists that would cause such Mortgage Loan or Companion Loan to continue to be characterized\nas a Specially Serviced Loan) the servicing of which the Special Servicer has returned to the Master Servicer pursuant to Section 3.19(a).\n\n“CREFC®”:\nThe Commercial Real Estate Finance Council®, or any successor organization reasonably acceptable to the Certificate Administrator,\nthe Master Servicer, the Special Servicer and, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder.\n\n“CREFC®\nAdvance Recovery Report”: The monthly report substantially in the form of, and containing the information called for in, the\ndownloadable form of the “Advance Recovery Report” available as of the Closing 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®\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®\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®\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, or such other form for the presentation of\n\n -29- \n\n \n\nsuch information as may be approved from time\nto time by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nDelinquent Loan Status Report”: The monthly report in the “Delinquent Loan Status Report” format substantially in\nthe form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such\ninformation as may be approved from time to time 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, or such other form for the presentation of such information\nas may be approved from time to time by the CREFC® for commercial mortgage securities transactions 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 and effective from time to time on the CREFC® Website.\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 and effective from time to time on the CREFC®\nWebsite.\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, or such other form for the presentation of such information as may be approved from time to\ntime by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nIntellectual Property Royalty License Fee”: With respect to each Mortgage Loan and REO Loan (other than the portion of an REO\nLoan related to any Serviced Companion Loan) and for any Distribution Date, the amount accrued during the related Interest Accrual Period\nat the CREFC® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such Mortgage Loan or REO\nLoan as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such amounts shall be\ncomputed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on\nthe related Mortgage Loan or REO Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC®\nIntellectual Property Royalty License Fee shall be deemed payable by the Master Servicer from the Lower-Tier REMIC.\n\n“CREFC®\nIntellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan and REO Loan, a rate equal to 0.00050% *per\nannum*.\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\n\n -30- \n\n \n\nShortfall Reconciliation Template” available\nand effective from time to time on the CREFC® Website.\n\n“CREFC®\nInvestor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the “CREFC®\nInvestor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting Package contains eight electronic\nfiles ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic Update File, (3) CREFC®\nProperty File, (4) CREFC® Bond Level File, (5) CREFC® Collateral Summary File, (6) CREFC®\nFinancial File, (7) CREFC® Special Servicer Loan File and (8) CREFC® Schedule AL File) and nine\nsurveillance reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent Loan Status Report,\n(3) CREFC® REO Status Report, (4) CREFC® Comparative Financial Status Report, (5) CREFC®\nHistorical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (6) CREFC® Operating Statement Analysis\nReport, (7) CREFC® NOI Adjustment Worksheet, (8) CREFC® Loan Level Reserve/LOC Report and (9)\nwith respect to Mortgage Loans that have a Companion Loan, as applicable, the CREFC® Total Loan Report). In addition, the\nCREFC® Investor Reporting Package shall include the CREFC® Advance Recovery Report. In addition, the CREFC®\nInvestor Reporting Package shall include the following eleven templates: (1) CREFC® Appraisal Reduction Template, (2) CREFC®\nServicer Realized Loss Template, (3) CREFC® Reconciliation of Funds Template, (4) CREFC® Historical Bond/Collateral\nRealized Loss Reconciliation Template, (5) CREFC® Historical Liquidation Loss Template, (6) CREFC® Interest\nShortfall Reconciliation Template, (7) CREFC® Servicer Remittance to Certificate Administrator Report, (8) CREFC®\nSignificant Insurance Event Report, (9) CREFC® Loan Modification Report, (10) CREFC® Loan Liquidation\nReport and (11) CREFC® REO Liquidation Report. The CREFC® Investor Reporting Package shall be substantially\nin the form of, and containing the information called for in, the downloadable forms of the “CREFC® IRP” 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 or reports as may from time to time be approved by the CREFC® for CMBS transactions generally.\nFor the purposes of the production of the CREFC® Comparative Financial Status Report by the Master Servicer or the Special\nServicer of any such report that is required to state information for any period prior to the Cut-off Date, the Master Servicer or\nthe Special Servicer, as the case may be, may conclusively rely (without independent verification), absent manifest error, on information\nprovided to it by the Mortgage Loan Sellers or by the related Mortgagor or (x) in the case of such a report produced by the Master\nServicer, by the Special Servicer (if other than the Master Servicer or an Affiliate thereof) and (y) in the case of such a report\nproduced by the Special Servicer, by the Master Servicer (if other than the Special Servicer or an Affiliate thereof).\n\n“CREFC®\nLicense Agreement”: The License Agreement, in the form set forth on the website of CREFC® on the Closing Date,\nrelating to the use of the CREFC® trademarks and trade names.\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, or such other form for the\npresentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities\ntransactions generally.\n\n -31- \n\n \n\n“CREFC®\nLoan Liquidation Report”: A report substantially in the form of, and containing the information called for in, the downloadable\nform of the “Loan Liquidation Report” available and effective from time to time 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 recommended\nby the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nLoan Modification Report”: A report substantially in the form of, and containing the information called for in, the downloadable\nform of the “Loan Modification Report” available and effective from time to time 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 recommended\nby 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, or such other form for the presentation of such\ninformation as may be approved from time to time by the CREFC® for commercial mortgage 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, or such other form for the presentation of such information\nas may be approved from time to time 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, or such other form for the presentation of such information as may\nbe approved from time to time by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nOperating Statement Analysis Report”: The report in the “Operating Statement Analysis Report” format substantially\nin the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such\ninformation as may be approved from time to time 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, or such other form for the presentation of such information as may\nbe approved from time to time by the CREFC® for commercial mortgage securities transactions 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 and effective from time to time on the CREFC®\nWebsite, or such other form for the presentation of such information and containing such additional information as\n\n -32- \n\n \n\nmay from time to time be recommended by the\nCREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nREO Liquidation Report”: A report substantially in the form of, and containing the information called for in, the downloadable\nform of the “REO Liquidation Report” available and effective from time to time 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 recommended\nby the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nREO Status Report”: The monthly report in the “REO Status Report” format substantially in the form of and containing\nthe information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved\nfrom time to time by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nSchedule AL File”: A data file in the “Schedule AL File” format substantially in the form of and containing\nthe information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved\nfrom time to time by the CREFC® for commercial mortgage securities transactions generally; provided that the Depositor\nshall confirm in writing to the Master Servicer and the Certificate Administrator that any change to such “Schedule AL File”\nformat complies with all requirements of Item 1125 of Regulation AB.\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 and effective from time to time on the CREFC® Website.\n\n“CREFC®\nServicer Remittance to Certificate Administrator Report”: A report substantially in the form of, and containing the information\ncalled for in, the downloadable form of the “Servicer Remittance to Certificate Administrator” available and effective from\ntime to time on the CREFC® Website.\n\n“CREFC®\nServicer Watch List”: A monthly report, as of each Determination Date, including and identifying each Non-Specially Serviced\nLoan 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, or such other form (including other portfolio review guidelines) for the presentation of such information\nas may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nSignificant Insurance Event Report”: A report substantially in the form of, and containing the information called for in, the\ndownloadable form of the “Significant Insurance Event Report” available and effective from time to time on the CREFC®\nWebsite.\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, or such other form for the presentation of such\ninformation as\n\n -33- \n\n \n\nmay be approved from time to time by the CREFC®\nfor commercial mortgage securities transactions generally.\n\n“CREFC®\nTotal Loan Report”: A monthly report substantially in the form of, and containing the information called for in, the downloadable\nform of the “Total Loan Report” available as of the Closing Date on the CREFC® Website, or in such other form\nfor the presentation of such information and containing such additional information as may from time to time be adopted by the CREFC®\nfor CMBS transactions and is reasonably acceptable to the Master Servicer.\n\n“CREFC®\nWebsite”: The CREFC® 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, or its successors in interest.\n\n“Cross-Over\nDate”: The Distribution Date on which the Certificate Balances of the Subordinate Certificates have all previously been reduced\nto zero as a result of the allocation of Realized Losses to such Certificates.\n\n“Crossed Mortgage\nLoan Group”: With respect to (i) any Mortgage Loan that consists of more than one commercial mortgage loan, the underlying\ngroup of loans that are cross-collateralized and cross-defaulted with each other and (ii) any two or more individual Mortgage\nLoans that are cross-collateralized and cross-defaulted with each other, such cross-collateralized and cross-defaulted\nMortgage Loans. For the avoidance of doubt, there is no Crossed Mortgage Loan Group related to the Trust.\n\n“Crossed Underlying\nLoan”: With respect to any Crossed Mortgage Loan Group, a Mortgage Loan that is cross-collateralized and cross-defaulted\nwith one or more other Mortgage Loans within such Crossed Mortgage Loan Group. For the avoidance of doubt, there are no Crossed Underlying\nLoans in the Trust Fund.\n\n“Crossed Underlying\nLoan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the Crossed\nUnderlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group affected\nby such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans” and the other Crossed Underlying\nLoan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining Crossed Underlying Loans”) (i) the\nweighted average Debt Service Coverage Ratio for all the remaining Crossed Underlying Loans for the four most recently reported calendar\nquarters preceding the repurchase or substitution shall not be less than the greater of (a) the weighted average Debt Service Coverage\nRatio for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), for the four most recently reported\ncalendar quarters preceding the repurchase or substitution, and (b) 1.25x, (ii) the weighted average LTV Ratio for all the remaining\nCrossed Underlying Loans determined at the time of repurchase or substitution based upon an Appraisal obtained by the Special Servicer\nat the expense of the related Mortgage Loan Seller shall not be greater than the least of (a) the weighted average LTV Ratio for\nthe entire\n\n -34- \n\n \n\nsuch Crossed Mortgage Loan Group, including\nthe affected Crossed Underlying Loan(s), determined at the time of repurchase or substitution based upon an Appraisal obtained by the\nSpecial Servicer at the expense of the related Mortgage Loan Seller, (b) the weighted average LTV Ratio for the entire such Crossed\nMortgage Loan Group, including the affected Crossed Underlying Loan(s), as of the Cut-off Date and (c) 75%, (iii) the related\nMortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate Administrator with an Opinion of Counsel that\nany modification relating to the repurchase or substitution of a Crossed Underlying Loan shall not cause an Adverse REMIC Event, (iv) the\nrelated Mortgage Loan Seller causes the affected Crossed Underlying Loan to become not cross-collateralized and cross-defaulted\nwith the remaining related Crossed Underlying Loans prior to such repurchase or substitution or otherwise forbears from exercising enforcement\nrights against the Primary Collateral for any Crossed Underlying Loan(s) remaining in the Trust (while the Trust forbears from exercising\nenforcement rights against the Primary Collateral for the Mortgage Loan removed from the Trust) and (v) (other than with respect\nto any Excluded Loan) unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder shall have consented\nto the repurchase or substitution of the affected Crossed Underlying Loan, which consent shall not be unreasonably withheld, conditioned\nor delayed.\n\n“Cumulative Appraisal\nReduction Amount”: As of any date of determination with respect to any Mortgage Loan, the sum of (i) all Appraisal Reduction\nAmounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The Master Servicer\nand the Certificate Administrator shall be entitled to conclusively rely on the Special Servicer’s calculation or determination\nof any Cumulative Appraisal Reduction Amount with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan). With respect to\na Non-Serviced Mortgage Loan, the Special Servicer, the Master Servicer and the Certificate Administrator shall be entitled to conclusively\nrely on the calculation or determination of any Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage\nLoan performed by the applicable servicer responsible therefor pursuant to the related Non-Serviced PSA.\n\n“Cure/Contest Period”:\nAs defined in Section 12.01(b)(vii).\n\n“Custodial Exception\nReport”: As defined in Section 2.02(b).\n\n“Custodian”:\nA Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files,\nwhich Person shall not be the Depositor, either of the Mortgage Loan Sellers or an Affiliate of any of them. The Certificate Administrator\nshall be the initial Custodian. Computershare Trust Company, National Association will perform its duties as Custodian hereunder through\nits Document Custody division (including, as applicable, any agents or affiliates utilized thereby).\n\n“Cut-off Date”:\nWith respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in June 2026, or with respect to any Mortgage Loan that\nhas its first Due Date after June 2026, the date that would have otherwise been the related Due Date in June 2026.\n\n -35- \n\n \n\n“Cut-off Date Balance”:\nWith respect to any Mortgage Loan, the outstanding principal balance of such Mortgage Loan, as of the Cut-off Date, after application\nof all payments of principal due on or before such date, whether or not received.\n\n“Debt Service Coverage\nRatio”: With respect to any Mortgage Loan, for any twelve-month period covered by an annual operating statement for the\nrelated Mortgaged Property, the ratio of (i) Net Operating Income produced by the related Mortgaged Property during such period to\n(ii) the aggregate amount of Periodic Payments (other than any Balloon Payment) due under such Mortgage Loan during such period;\nprovided that with respect to the Mortgage Loans identified on Annex A-1 to the Prospectus as paying interest only for\na specified period of time set forth in the related Mortgage Loan documents and then paying principal and interest, the related Periodic\nPayment will be calculated (for purposes of this definition only) to include interest and principal (based on the remaining amortization\nterm indicated in the Mortgage Loan Schedule).\n\n“Default Interest”:\nWith respect to any Mortgage Loan or Companion Loan and any Collection Period, all interest accrued in respect of such Mortgage Loan or\nCompanion Loan during such Collection Period provided for in the related Mortgage Note or Mortgage as a result of a default (exclusive\nof late payment charges) that is in excess of interest at the related Mortgage Rate accrued on the unpaid principal balance of such Mortgage\nLoan or Companion Loan outstanding from time to time.\n\n“Defaulted Loan”:\nA Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent at least sixty (60) days\nin respect of its Periodic Payments or delinquent in respect of its Balloon Payment, if any; provided that in respect of a Balloon\nPayment, such period shall be one hundred-twenty (120) days if the related Mortgagor has provided the Master Servicer or the Special Servicer\nwith a written and fully executed commitment or otherwise binding application for refinancing of the related Mortgage Loan from an acceptable\nlender reasonably satisfactory in form and substance to the Special Servicer (and the party receiving such commitment shall promptly forward\na copy of such commitment or application to the Master Servicer or the Special Servicer, as applicable, if it is not evident that a copy\nhas been delivered to such other party); and, in either case, such delinquency is to be determined without giving effect to any Grace\nPeriod permitted by the related Mortgage or Mortgage Note and without regard to any acceleration of payments under the related Mortgage\nand Mortgage Note or (ii) as to which the Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity\nof the indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan does not constitute\na “Defaulted Loan”.\n\n“Defeasance Accounts”:\nAs defined in Section 3.18(h).\n\n“Defect”:\nAs defined in Section 2.02(f).\n\n“Deficient Exchange\nAct Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and Additional Servicer retained\nby it (other than an Initial Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered\npublic accounting firm, attorney or other agent\n\n -36- \n\n \n\nretained by such party to prepare such information\nand (z) delivered by or on behalf of such party pursuant to the delivery requirements under Article XI\nof this Agreement that does not conform to the applicable Reporting Requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley\nAct and the rules and regulations promulgated thereunder.\n\n“Deficient Valuation”:\nWith respect to any Mortgage Loan or Serviced Whole Loan, as applicable, a valuation by a court of competent jurisdiction of the related\nMortgaged Property in an amount less than the then-outstanding principal balance of such Mortgage Loan or Serviced Whole Loan which valuation\nresults from a proceeding initiated under the Bankruptcy Code.\n\n“Definitive Certificate”:\nAny Certificate in definitive, fully registered form without interest coupons. Initially, the Class R Certificates and any Certificate\nissued pursuant to Sections 5.02(c) and (d) shall be Definitive Certificates.\n\n“Delinquent Loan”:\nA Mortgage Loan that is delinquent at least sixty (60) days in respect of its Periodic Payments or Balloon Payment, if any, in either\ncase such delinquency to be determined without giving effect to any Grace Period.\n\n“Denomination”:\nWith respect to any Certificate or any beneficial interest in a Certificate the amount (i) (a) set forth on the face thereof,\n(b) set forth on a schedule attached thereto or (c) in the case of any beneficial interest in a Book-Entry Certificate,\nthe interest of the related Certificate Owner in the applicable Class of Certificates as reflected on the books and records of the Depository\nor related Depository Participant, as applicable, (ii) expressed in terms of initial Certificate Balance or initial Notional Amount,\nas applicable, and (iii) in an authorized denomination, as set forth in Section 5.01(a).\n\n“Depositor”:\nBarclays Commercial Mortgage Securities LLC, a Delaware limited liability company, or its successors in interest.\n\n“Depository”:\nDTC, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates\nthat are to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a “clearing corporation”\nas defined in Section 8-102(3) of the UCC of the State of New York and a “clearing agency” registered pursuant to\nthe provisions of Section 17A of the Exchange Act.\n\n“Depository Participant”:\nA broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository effects book-entry\ntransfers and pledges of securities deposited with the Depository.\n\n“Designated Site”:\nThe website to which Diligence Files are uploaded as designated by the Depositor to the Mortgage Loan Sellers.\n\n“Determination Date”:\nWith respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the eleventh (11th)\ncalendar day of that month is not a Business Day, then the next Business Day), commencing in July 2026.\n\n -37- \n\n \n\n“Diligence File”:\nWith respect to each Mortgage Loan or Companion Loan, if applicable, collectively the following documents in electronic format:\n\n(a)              \nA copy of each of the following documents:\n\n(i)                         the Mortgage\nNote, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the Trustee or in blank and\nfurther showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note has been lost, an affidavit\nto such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note and an indemnity\nproperly assigned and endorsed to the Trustee);\n\n(ii)                      the Mortgage,\ntogether with a copy of any intervening Assignments of Mortgage, in each case with evidence of recording indicated thereon or certified\nto have been submitted for recording (if in the possession of the applicable Mortgage Loan Seller);\n\n(iii)                   any related\nAssignment of Leases and of any intervening Assignments (if such item is a document separate from the Mortgage), in each case, with evidence\nof recording indicated thereon or certified to have been submitted for recording (if in the possession of the applicable Mortgage Loan\nSeller);\n\n(iv)                  all modification,\nconsolidation, assumption, written assurance and substitution agreements in those instances in which the terms or provisions of the Mortgage\nor Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;\n\n(v)                     the policy\nor certificate of lender’s title insurance issued in connection with the origination of such Mortgage Loan, or, if such policy\nhas not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy that has been executed\nby an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed\nby an authorized representative of the title company) to issue such title Insurance Policy;\n\n(vi)                  any UCC Financing\nStatements, related amendments and continuation statements in the possession of the applicable Mortgage Loan Seller;\n\n(vii)               any Intercreditor\nAgreement relating to permitted debt of the Mortgagor, including any Intercreditor Agreement relating to a Serviced Whole Loan, and any\nrelated mezzanine intercreditor agreement;\n\n(viii)            any loan\nagreement, escrow agreement, Security Agreement or letter of credit relating to a Mortgage Loan or a Serviced Whole Loan;\n\n -38- \n\n \n\n(ix)                    any ground\nlease, related ground lessor estoppel, indemnity or guaranty relating to a Mortgage Loan or a Serviced Whole Loan;\n\n(x)                       any property\nmanagement agreement relating to a Mortgage Loan or a Serviced Whole Loan;\n\n(xi)                    any franchise\nagreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with respect to any franchise\nagreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the franchisor of the transfer of\na Mortgage Loan or Serviced Whole Loan and a request for confirmation that the Trust is a beneficiary of such comfort letter or other\nagreement, or for the issuance of a new comfort letter in favor of the Trust, as the case may be;\n\n(xii)                 any lock-box\nor cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;\n\n(xiii)              all related\nenvironmental reports; and\n\n(xiv)             all related\nenvironmental Insurance Policies;\n\n(b)              \na copy of any engineering reports or property condition reports;\n\n(c)              \nother than with respect to a hotel property (except with respect to tenanted commercial space within a hotel property), copies\nof a rent roll;\n\n(d)              \nfor any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance\nagreements delivered to the related Mortgage Loan Seller;\n\n(e)              \na copy of all legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller or an Affiliate\nthereof, and its counsel that are privileged communications or constitute legal or other due diligence analyses), if any, delivered in\nconnection with the closing of the related Mortgage Loan;\n\n(f)               \na copy of all Mortgagor’s certificates of hazard insurance and/or hazard Insurance Policies or other applicable Insurance\nPolicies (to the extent not previously included as part of this definition), if any, delivered in connection with the closing of the related\nMortgage Loan;\n\n(g)              \na copy of the appraisal for the related Mortgaged Property or Mortgaged Properties;\n\n(h)              \nfor any Mortgage Loan that the related Mortgaged Property or Mortgaged Properties is leased to a single tenant, a copy of the lease;\n\n(i)               \na copy of the applicable Mortgage Loan Seller’s asset summary;\n\n -39- \n\n \n\n(j)               \na copy of all surveys for the related Mortgaged Property or Mortgaged Properties;\n\n(k)              \na copy of all zoning reports;\n\n(l)               \na copy of financial statements of the related Mortgagor;\n\n(m)            \na copy of operating statements for the related Mortgaged Property or Mortgaged Properties;\n\n(n)              \na copy of all UCC searches;\n\n(o)              \na copy of all litigation searches;\n\n(p)              \na copy of all bankruptcy searches;\n\n(q)              \na copy of any origination settlement statement;\n\n(r)               \na copy of the Insurance Summary Report;\n\n(s)              \na copy of organizational documents of the related Mortgagor and any guarantor;\n\n(t)               \nunless already included in the origination settlement statement, a copy of any escrow statements related to the escrow account\nbalances as of the Mortgage Loan origination date;\n\n(u)              \na copy of all related environmental reports that were received by the applicable Mortgage Loan Seller;\n\n(v)              \na copy of any closure letter (environmental); and\n\n(w)            \na copy of any environmental remediation agreement for the related Mortgaged Property or Mortgaged Properties;\n\nin each case, to the extent\nthat the related originator received such documents or information in connection with the origination of such Mortgage Loan. In the event\nany of the items identified above were not included in connection with the origination of such Mortgage Loan (other than documents or\ninformation that would not be included in connection with the origination of the Mortgage Loan because such document is inapplicable to\nthe origination of a Mortgage Loan of that structure or type), the Diligence File shall include a statement to that effect. No information\nthat is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications\nshall constitute part of the Diligence File. It is generally not required to include any of the same items identified above again if such\nitems have already been included under another clause of the definition of Diligence File, and the Diligence File shall include a statement\nto that effect. The Mortgage Loan Seller may, without any obligation to do so, include such other documents or information as part of\nthe Diligence File that such Mortgage Loan Seller believes should be included to\n\n -40- \n\n \n\nenable the Asset Representations Reviewer to\nperform the Asset Review on such Mortgage Loan; provided that such documents or information are clearly labeled and identified.\n\n“Diligence File\nCertification”: As defined in Section 2.01(h).\n\n“Directing Certificateholder”:\nWith respect to (A) each Servicing Shift Mortgage Loan, the Directing Certificateholder shall be the related Loan-Specific Directing Certificateholder\nand (B) each Mortgage Loan (other than the Servicing Shift Mortgage Loans and any Excluded Loans), the initial Directing Certificateholder\nshall be LNR Securities Holdings, LLC, a Delaware limited liability company. Thereafter, with respect to the Mortgage Loans described\nin clause (B) above, the Directing Certificateholder shall be the Controlling Class Certificateholder (or a representative thereof) selected\nby more than 50% of the Controlling Class Certificateholders, (by Certificate Balance, as determined by the Certificate Registrar from\ntime to time) (which, for the avoidance of doubt, will exclude any entity whose Certificates are not deemed to be outstanding pursuant\nto the definition of “Certificateholder” herein, including any holder of Class E, Class F or Class G-RR Certificates evidencing\npart of the VRR Interest); provided, however, that (i) absent that selection, or (ii) until a Directing Certificateholder\nis so selected or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance,\nthat a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate\nBalance of the Controlling Class (or a representative thereof) will be the Directing Certificateholder; provided, however,\nthat, in the case of this clause (iii), in the event that no one Holder owns the largest aggregate Certificate Balance of\nthe Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of this Agreement.\nAfter the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder described in clause\n(B) above shall only retain its consultation rights to the extent specifically provided for herein. After the occurrence and during the\ncontinuance of a Consultation Termination Event, there will be no Directing Certificateholder as described in clause (B) above. The Depositor\nshall promptly provide the name and contact information for the initial Directing Certificateholder upon request of any party to this\nAgreement and any such requesting party may conclusively rely on the name and contact information provided by the Depositor. The Certificate\nAdministrator and the other parties hereto shall be entitled to assume that the identity of the Directing Certificateholder has not changed\nuntil such parties receive written notice of a replacement of the Directing Certificateholder from a party holding the requisite interest\nin the Controlling Class, or the resignation of the then-current Directing Certificateholder.\n\n“Directing Certificateholder\nApproval Process”: The process for approval of an Asset Status Report described in Section 3.19(d).\n\n“Directly Operate”:\nWith respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing or rendering of services\nto the tenants thereof, that are not customarily provided to tenants in connection with the rental of space “for occupancy only”\nwithin the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property, the holding\nof such REO Property primarily for sale to customers, the use of such REO Property in a trade or business conducted by the Trust or on\nbehalf of a Companion Holder or the performance of any construction work on the REO\n\n -41- \n\n \n\nProperty other than through an Independent\nContractor; provided, however,\nthat an REO Property shall not be considered to be Directly Operated solely because the Trustee (or the Special Servicer on behalf of\nthe Trustee) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance or makes decisions\nas to repairs or capital expenditures with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).\n\n“Disclosable Special\nServicer Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion\nLoan (including any related REO Property), any compensation and other remuneration (including, without limitation, in the form of commissions,\nbrokerage fees, or rebates, or as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any\nof its Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor, any manager, any guarantor or indemnitor\nin respect of a Mortgage Loan or Serviced Companion Loan and any purchaser of any such Mortgage Loan or Serviced Companion Loan or REO\nProperty) in connection with the disposition, workout or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan),\nthe management or disposition of any REO Property, and the performance by the Special Servicer or any such Affiliate of any other special\nservicing duties under this Agreement, other than (1) any Permitted Special Servicer/Affiliate Fees and (2) any compensation\nto which the Special Servicer is entitled pursuant to this Agreement.\n\n“Disclosure Parties”:\nAs defined in Section 3.13(f).\n\n“Discount Rate”:\nAs defined in Section 4.01(e).\n\n“Dispute Resolution\nConsultation”: As defined in Section 2.03(l)(iii).\n\n“Dispute Resolution\nCut-off Date”: As defined in Section 2.03(l)(i).\n\n“Disqualified Non-U.S.\nTax Person”: With respect to the Class R Certificates, any Non-U.S. Tax Person or its agent other than (a) a Non-U.S. Tax\nPerson that holds the Class R Certificates in connection with the conduct of a trade or business within the United States and has\nfurnished the Transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (b) a Non-U.S. Tax Person that has delivered\nto both the Transferor and the Certificate Administrator an opinion of a nationally recognized tax counsel to the effect that the Transfer\nof the Class R Certificates to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and\nthat such Transfer of the Class R Certificates will not be disregarded for federal income tax purposes.\n\n“Disqualified Organization”:\nAny of (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency or instrumentality\nof any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except\nfor Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) a foreign government, any\ninternational organization or any agency or instrumentality of any of the foregoing, (iii) any organization which is exempt from\nthe tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable\nincome) on any excess inclusions (as defined in Section 860E(c)(1) of\n\n -42- \n\n \n\nthe Code) with respect to the Class R\nCertificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural electric and telephone\ncooperatives described in Section 1381(a)(2)(C) of the Code and (v) any other Person so designated by the Trustee or the Certificate\nAdministrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee\nor the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate by such Person may cause either\nTrust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or any Person having an Ownership Interest\nin any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise\nbe imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,”\n“State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or\nsuccessor provisions.\n\n“Distribution Accounts”:\nCollectively, the Upper-Tier REMIC Distribution Account and the Lower-Tier REMIC Distribution Account (and in each case any subaccount\nthereof), all of which may be subaccounts of a single Eligible Account.\n\n“Distribution Date”:\nThe fourth (4th) Business Day following each Determination Date, beginning in July 2026. The initial Distribution Date shall\nbe July 17, 2026.\n\n“Distribution Date\nStatement”: As defined in Section 4.02(a).\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 XI of this Agreement or\nas having failed to comply (after any applicable cure period) with any similar Regulation AB reporting requirements under any other securitization\ntransaction. For the avoidance of doubt, as of the Closing Date, no parties appear on the Do Not Hire List.\n\n“Dodd-Frank Act”:\nThe Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended from time to time.\n\n“DTC”:\nThe Depository Trust Company, a New York corporation.\n\n“Due Date”:\nWith respect to (i) any Mortgage Loan or Companion Loan, as applicable, on or prior to its Maturity Date, the day of the month set\nforth in the related Mortgage Note on which each Periodic Payment thereon is scheduled to be first due, (ii) any Mortgage Loan or\nCompanion Loan, as applicable, after the Maturity Date therefor, the day of the month set forth in the related Mortgage Note on which\neach Periodic Payment on such Mortgage Loan or Companion Loan, as applicable, had been scheduled to be first due, and (iii) any REO\nLoan, the day of the month set forth in the related Mortgage Note on which each Periodic Payment on the related Mortgage Loan or Companion\nLoan, as applicable, had been scheduled to be first due.\n\n“EDGAR”:\nAs defined in Section 11.03.\n\n -43- \n\n \n\n“EDGAR-Compatible\nFormat”: With respect to (a) the Initial Schedule AL File, the Initial Schedule AL Additional File, the CREFC®\nSchedule AL File and the Schedule AL Additional File, XML format or such other format as mutually agreed to between the Depositor, Certificate\nAdministrator and the Master Servicer and (b) any report, file or document other than those listed in clause (a) above, any format compatible\nwith EDGAR, including HTML, Word or clean, searchable PDFs.\n\n“Eligible Account”:\nAny of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution or\ntrust company (including the Trustee or the Certificate Administrator), (A) the long term deposit rating or long term unsecured debt\nobligations or deposits of which are rated at least “A-” by S&P, if the deposits are to be held in such account for thirty\n(30) days or more, and the short-term debt obligations or deposits of which have a short-term rating of not less than “A-1”\nfrom S&P, if the deposits are to be held in such account for less than thirty (30) days and (B) the long-term unsecured debt\nobligations or deposits of which are rated at least “A” by Fitch (to the extent rated by Fitch), if the deposits are to be\nheld in such account for thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term rating of\nnot less than “F1” from Fitch (to the extent rated by Fitch), if the deposits are to be held in such account for less than\nthirty (30) days; (ii) an account or accounts maintained with PNC Bank, National Association or Wells Fargo Bank, National Association,\nso long as (A) PNC Bank, National Association’s or Wells Fargo Bank, National Association’s, as applicable, long-term unsecured\ndebt or deposit account rating shall be at least “BBB” from S&P, “A” from Fitch (to the extent rated by Fitch)\nand “BBB-” from KBRA (to the extent rated by KBRA) (if the deposits are to be held in the account for more than thirty (30) days)\nor PNC Bank, National Association’s or Wells Fargo Bank, National Association’s, as applicable, short-term deposit or short-term\nunsecured debt rating shall be at least “A-1” from S&P (or “A-2” by S&P so long as the long-term unsecured\ndebt obligations of such depository institution or trust company are rated no less than “BBB” by S&P) and “F1”\nfrom Fitch and “K3” from KBRA (to the extent rated by KBRA) (if the deposits are to be held in the account for thirty (30) days\nor less); (iii) an account or accounts maintained with KeyBank National Association so long as KeyBank National Association’s long-term\nunsecured debt or deposit account rating shall be at least “BBB” from S&P, “A” from Fitch and “BBB-”\nfrom KBRA (to the extent rated by KBRA) (if the deposits are to be held in the account for more than thirty (30) days) or KeyBank National\nAssociation’s short-term deposit account or short-term unsecured debt rating shall be at least “A2” from S&P, “F1”\nfrom Fitch and “K3” by KBRA (to the extent rated by KBRA) (if the deposits are to be held in the account for thirty (30) days\nor less); (iv) such other account or accounts (which account may be an account maintained by or with the Certificate Administrator, the\nTrustee, the Master Servicer or the Special Servicer) that, but for the failure to satisfy one or more of the minimum rating(s) set forth\nin the applicable clause, would be listed in clauses (i) – (iii) above, with respect to which (A) a Rating\nAgency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not\nsatisfied with respect to such account, and (B) if such other account is rated below an investment grade rating or investment grade credit\nassessment by S&P or Fitch, a Rating Agency Confirmation has been obtained from KBRA; (iv) any other account or accounts (which\naccount may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer)\nnot listed in clauses (i) – (iii) above with respect to which (A) a Rating Agency Confirmation and a\nconfirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or\n\n -44- \n\n \n\nqualification of its then current ratings of\nany Serviced Companion Loan Securities has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable\nclause is not satisfied with respect to such account, and (B) if such other account is rated below an investment grade rating or\ninvestment grade credit assessment by S&P or Fitch, a Rating Agency Confirmation has been obtained from KBRA, (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 3.25); and (v) a segregated trust account or accounts maintained\nwith the corporate trust department of a federal or state chartered depository institution or trust company that has a long-term unsecured\ndebt rating of at least “A” by Fitch (to the extent rated by Fitch)\nand “A-” from S&P (if the deposits are to be held in the account for more than thirty (30) days) or a short-term\nunsecured debt rating of not less than “F1” from Fitch (to the extent rated by Fitch) and at least “A-1” from\nS&P (if the deposits are to be held in the account for thirty (30) days or less) and that, in either case, has corporate trust\npowers, acting in its fiduciary capacity, provided that any state chartered depository institution or trust company is subject\nto regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b); provided, however, that\naccounts established by Computershare Trust Company, National Association in its capacity as Certificate Administrator, shall be deemed\nto be Eligible Accounts provided that such accounts are segregated and amounts credited to such accounts are deposited with and held by\na federal or state chartered depository institution that meets the foregoing ratings. Eligible Accounts may bear interest. No Eligible\nAccount shall be evidenced by a certificate of 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 on\na 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 and 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 the 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 6.01(d),\n(c) is not (and is not affiliated with) a Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor, the Certificate\nAdministrator, the Trustee, the Directing Certificateholder, the Risk Retention Consultation Party or any of their respective Affiliates,\n(d) has neither performed (and is not affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage,\nborrower advisory or similar services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or\non behalf of any Mortgage Loan Seller, any Underwriter, the Risk Retention Consultation Party, any party to this Agreement or the Directing\nCertificateholder or any of their respective Affiliates, nor been paid any fees, compensation or other remuneration by any of them in\nconnection with any such services, and (e) does not directly or indirectly, through one or more Affiliates or otherwise, own any\ninterest in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any\nfinancial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Asset Representations\nReviewer (or as Operating Advisor, if applicable).\n\n -45- \n\n \n\n“Eligible Operating\nAdvisor”: An entity (a) that is a special servicer or operating advisor on a CMBS transaction rated by the Rating Agencies (including,\nin the case of the Operating Advisor, this transaction) but has not been special servicer or operating advisor, as applicable, on a transaction\nfor which any of the Rating Agencies has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates\nfor such transaction citing servicing concerns with the Operating Advisor in its capacity as the special servicer or operating advisor\non such CMBS transaction as the sole or a material factor in such rating action; (b) that can and will make the representations and\nwarranties of the Operating Advisor set forth in Section 6.01(c) of this Agreement; (c) that is not (and is not affiliated\nwith) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the\nDirecting Certificateholder, the Risk Retention Consultation Party, a depositor, a trustee, a certificate administrator, a master servicer\nor special servicer with respect to the securitization of a Companion Loan, or any of their respective affiliates; (d) that has not\nbeen paid by any Special Servicer or successor Special Servicer any fees, compensation or other remuneration (x) in respect of its\nobligations hereunder or (y) for the appointment or recommendation for replacement of a successor Special Servicer to become the\nSpecial Servicer; and (e) that (x) has been regularly engaged in the business of analyzing and advising clients in CMBS matters\nand that has at least five (5) years of experience in collateral analysis and loss projections and (y) has at least five (5) years\nof experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate\nassets.\n\n“Enforcing Party”:\nThe person obligated to or that elects pursuant to the terms of this Agreement to enforce the rights of the Trust against the related\nMortgage Loan Seller with respect to the Repurchase Request.\n\n“Enforcing Servicer”:\nThe Special Servicer.\n\n“Environmental Assessment”:\nAn “environmental site assessment” as such term is defined in, and meeting the criteria of, the American Society of Testing\nMaterials Standard Section E 1527-00, or any successor thereto.\n\n“Environmental Indemnity\nAgreement”: With respect to any Mortgage Loan, any agreement between the Mortgagor (or a guarantor thereof) and the originator\nof such Mortgage Loan relating to the Mortgagor’s obligation to remediate or monitor or indemnify for any environmental problems\nrelating to the related Mortgaged Property.\n\n“ERISA”:\nThe Employee Retirement Income Security Act of 1974, as amended.\n\n“ERISA Plan”:\nAs defined in Section 5.03(r).\n\n“ERISA Restricted\nCertificate”: Any Certificate (other than a Class R Certificate) that does not meet the requirements of U.S. Department\nof Labor Final Authorization Number 2004-03E (as such exemption may be amended from time to time) as of the date of the acquisition of\nsuch Certificate by a Plan. As of the Closing Date, each of the Class X-E, Class X-F, Class E, Class F and Class G-RR Certificates\nis an ERISA Restricted Certificate.\n\n -46- \n\n \n\n“Escrow Payment”:\nAny payment received by the Master Servicer or the Special Servicer for the account of any Mortgagor for application toward the payment\nof real estate taxes, assessments, insurance premiums, ground lease rents and similar items in respect of the related Mortgaged Property,\nincluding amounts for deposit to any reserve account.\n\n“Euroclear”:\nThe Euroclear System or any successor thereto.\n\n“Excess Modification\nFee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and any particular modification,\nwaiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a Workout Fee, an amount equal to\nthe aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan\n(including the related Serviced Companion Loan, if applicable, unless prohibited under the related Intercreditor Agreement) and received\nand retained by the Master Servicer or the Special Servicer, as applicable, as compensation within the prior twelve (12) months of such\nmodification, waiver, extension or amendment, but only to the extent those fees have not previously been deducted from a Workout Fee or\nLiquidation Fee.\n\n“Excess Modification\nFees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum of (A) the\nexcess, if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension or amendment of any of the\nterms of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all unpaid or unreimbursed additional expenses (including,\nwithout limitation, reimbursement of Advances and interest on Advances to the extent not otherwise paid or reimbursed by the Mortgagor\nbut excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf of the Trust with\nrespect to the related Mortgage Loan or Serviced Whole Loan, as applicable, and reimbursed from such Modification Fees and (B) expenses\npreviously paid or reimbursed from Modification Fees as described in the preceding clause (A), which expenses have been recovered\nfrom the related Mortgagor or otherwise. With respect to each of the Master Servicer and the Special Servicer, the Excess Modification\nFees collected and earned by such Person from the related Mortgagor (taken in the aggregate with any other Excess Modification Fees collected\nand earned by such Person from the related Mortgagor within the prior twelve (12) months of the collection of the current Excess Modification\nFees) will be subject to a cap of 1.00% of the outstanding principal balance of the related Mortgage Loan or Serviced Whole Loan, as applicable,\non the closing date of the related modification, extension, waiver or amendment (after giving effect to such modification, extension,\nwaiver or amendment) with respect to any Mortgage Loan or Serviced Whole Loan, as applicable.\n\n“Excess Prepayment\nInterest Shortfall”: The aggregate of any Prepayment Interest Shortfalls resulting from any Principal Prepayments made on the\nMortgage Loans to be included in the Available Funds for any Distribution Date that are not covered by the Master Servicer’s Compensating\nInterest Payment for the related Distribution Date and the portion of the compensating interest payments allocable to the Non-Serviced\nMortgage Loans to the extent received from the related Non-Serviced Master Servicer.\n\n -47- \n\n \n\n“Exchange Act”:\nThe Securities Exchange Act of 1934, as amended from time to time and the rules and regulations of the Commission thereunder.\n\n“Excluded Controlling\nClass Holder”: With respect to any Excluded Controlling Class Loan and/or any Excluded Loan, the Directing Certificateholder\nor any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Loan\nand/or Excluded Loan. Promptly upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class Certificateholder\nbecoming an “Excluded Controlling Class Holder”, such Directing Certificateholder or Controlling Class Certificateholder,\nas applicable, shall provide notice in the form of Exhibit P-1E to the Master Servicer, the Special Servicer, the Operating Advisor,\nthe Trustee and the Certificate Administrator, which notice shall be physically delivered in accordance with Section 13.05\nof this Agreement and shall specifically identify the Excluded Controlling Class Holder and identifying the related Mortgage Loan, specifying\nwhether it is (A) an Excluded Controlling Class Loan or (B) both an Excluded Loan and an Excluded Controlling Class Loan. Additionally,\nany Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially in the form of Exhibit\nP-1F, which notice shall provide each of the CTSLink User ID associated with such Excluded Controlling Class Holder, and which notice\nshall direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s\nWebsite as and to the extent provided in this Agreement. As of the Closing Date, there are no Excluded Controlling Class Holders related\nto the Trust.\n\n“Excluded Controlling\nClass Loan”: Any Mortgage Loan or Whole Loan as to which the Directing Certificateholder would otherwise be entitled to exercise\ncontrol rights (not taking into account the effect of any Control Termination Event) and with respect to which, as of any date of determination,\nthe Directing Certificateholder or any Controlling Class Certificateholder, as applicable, is a Borrower Party. As of the Closing Date,\nthere are no Excluded Controlling Class Loans related to the Trust.\n\n“Excluded Information”:\nWith respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan and/or the\nrelated Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection\nreports related to Specially Serviced Loans conducted by the Special Servicer or any Excluded Special Servicer, any Operating Advisor\nreports delivered to the Certificate Administrator regarding a Special Servicer’s net present value determination, any Appraisal\nReduction Amount calculations delivered pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates\ndelivered by the Trustee, the Master Servicer or the Special Servicer supporting any determination that any Advance was (or, if made,\nwould be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Information by the Special Servicer,\nthe Master Servicer or the Operating Advisor, as applicable, other than such information with respect to such Excluded Controlling Class\nLoan(s) that is aggregated with information of other Mortgage Loans at a pool level. For the avoidance of doubt, any file or report contained\nin the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer\nLoan File relating to any Excluded Controlling Class Loan) and any Schedule AL Additional File shall not be considered “Excluded\nInformation”. Each of the Master Servicer, the Special Servicer or the Operating Advisor shall deliver any Excluded Information\nthat is to be posted to the Certificate Administrator’s Website to the\n\n -48- \n\n \n\nCertificate Administrator in accordance with\nSection 3.33(a). For the avoidance of doubt, the Certificate Administrator’s\nobligation to segregate any information delivered to it under the “Excluded Information” tab on the Certificate Administrator’s\nWebsite shall be triggered solely by such information being delivered in the manner provided in Section 3.33(a).\n\n“Excluded Loan”:\nAny Mortgage Loan or Whole Loan as to which the Directing Certificateholder would otherwise be entitled to exercise control rights (not\ntaking into account the effect of any Control Termination Event) and with respect to which, as of any date of determination, (a) with\nrespect to the Directing Certificateholder (except for purposes of determining whether a Servicing Shift Mortgage Loan or Servicing Shift\nWhole Loan is an Excluded Loan with respect to the related Loan-Specific Directing Certificateholder), the Directing Certificateholder\nor the Holder of the majority of the Controlling Class is a Borrower Party or (b) with respect to the Risk Retention Consultation Party,\nthe Holder of a majority of the VRR Interest is a Borrower Party. As of the Closing Date, there are no Excluded Loans with respect to\nthe Directing Certificateholder.\n\n“Excluded Special\nServicer”: With respect to any Excluded Special Servicer Loan, a replacement special servicer that is not a Borrower Party with\nrespect to such Excluded Special Servicer Loan and satisfies all of the eligibility requirements applicable to the Special Servicer set\nforth in Section 7.01(g). As of the Closing Date, there are no Excluded Special Servicers related to the Trust.\n\n“Excluded Special\nServicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to such Excluded Special\nServicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status Reports (or summaries\nthereof), any Operating Advisor reports delivered to the Certificate Administrator regarding an Excluded Special Servicer’s net\npresent value determination, any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d) and Section 3.26(e),\nand any Officer’s Certificates delivered by the Master Servicer or the applicable Excluded Special Servicer supporting any determination\nthat any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Special\nServicer Information by the applicable Excluded Special Servicer, the Master Servicer or the Operating Advisor, as applicable, in each\ncase other than information with respect to such Excluded Special Servicer Loan(s) that is aggregated with information with respect to\nthe other Mortgage Loans at a pool level. For the avoidance of doubt, any file or report contained in the CREFC® Investor\nReporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded\nSpecial Servicer Loan) shall not be considered “Excluded Special Servicer Information”.\n\n“Excluded Special\nServicer Loan”: Any Mortgage Loan or Serviced Whole Loan with respect to which, as of any date of determination, the Special\nServicer obtains knowledge that it has become a Borrower Party. For the avoidance of doubt, there are no Excluded Special Servicer Loans\nrelated to the Trust as of the Closing Date.\n\n“Extended Cure Period”:\nAs defined in Section 2.03(b).\n\n“Fannie Mae”:\nFederal National Mortgage Association or any successor thereto.\n\n -49- \n\n \n\n“FDIC”:\nFederal Deposit Insurance Corporation or any successor thereto.\n\n“Final Asset Status\nReport”: With respect to any Specially Serviced Loan, the initial Asset Status Report required to be delivered by the Special\nServicer by the Initial Delivery Date or any Subsequent Asset Status Report, in each case, in the form fully approved or deemed approved,\nif applicable, by the Directing Certificateholder pursuant to the Directing Certificateholder Approval Process or the AB Whole Loan Controlling\nHolder, together with such other data or supporting information provided by the Special Servicer to the Directing Certificateholder or\nthe Risk Retention Consultation Party that does not include any communication (other than the Final Asset Status Report) between the Special\nServicer and the Directing Certificateholder, the Risk Retention Consultation Party or the related AB Whole Loan Controlling Holder with\nrespect to such Specially Serviced Loan or between the Special Servicer and the related AB Whole Loan Controlling Holder. For the avoidance\nof doubt, the Special Servicer may issue more than one Final Asset Status Report with respect to any Specially Serviced Loan in accordance\nwith the procedures described in Section 3.19(d). Each Final Asset Status Report shall be labeled or otherwise identified as being\nfinal.\n\n“Final Dispute Resolution\nElection Notice”: As defined in Section 2.03(l)(iii).\n\n“Final Recovery\nDetermination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder if\nrelated to a Mortgage Loan other than an Excluded Loan and made prior to the occurrence of a Consultation Termination Event, with respect\nto any Defaulted Loan (and, if applicable, any defaulted Companion Loan), Corrected Loan or REO Property (other than a Mortgage Loan or\nREO Property, as the case may be, that was purchased by (i) any of the Mortgage Loan Sellers or Additional Repurchase Obligors pursuant\nto Section 5 or Section 19, as applicable, of the applicable Mortgage Loan Purchase Agreement, (ii) the Special Servicer or\nother person pursuant to Section 3.16(b), any Companion Holder or any mezzanine lender pursuant to Section 3.16\nor (iii) the Master Servicer, the Special Servicer, the Holders of the Controlling Class, or the Holders of the Class R Certificates\npursuant to Section 9.01) that there has been a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds,\nREO Revenue and other payments or recoveries that, in the Special Servicer’s judgment, which judgment was exercised without regard\nto any obligation of the Special Servicer to make payments from its own funds pursuant to Section 3.07(b), will ultimately\nbe recoverable. With respect to all Mortgage Loans other than the Excluded Loans, prior to the occurrence and continuance of any Control\nTermination Event, the Directing Certificateholder shall have ten (10) Business Days (or, if the Directing Certificateholder and\nthe Special Servicer are affiliates, five (5) Business Days) to review and approve each such recovery determination by the Special Servicer;\nprovided, however, that if the Directing Certificateholder fails to approve or disapprove any recovery determination within\nten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) of\nreceipt of the initial recovery determination, such consent shall be deemed given.\n\n“Financial Market\nPublishers”: Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited, BlackRock Financial\nManagement, Inc., CMBS.com, Inc., Moody’s Analytics, MBS Data, LLC, RealInsight, LSEG, KBRA Analytics, LLC, DealX, Recursion Co.\nand CRED iQ.\n\n -50- \n\n \n\n“Fitch”:\nFitch Ratings, Inc., and its successors in interest. If neither Fitch nor any successor remains in existence, “Fitch” shall\nbe deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the\nDepositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing\nCertificateholder and the Special Servicer, and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent\nratings of the party so designated.\n\n“Form 8-K Disclosure\nInformation”: As defined in Section 11.07.\n\n“Form 15 Suspension\nNotification”: As defined in Section 11.08.\n\n“Franchise Required\nMortgage Loan”: Any Mortgage Loan subject to a franchise agreement with a related comfort letter in favor of the respective\nMortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter to\nthe Trust or otherwise have a new comfort letter issued in the name of the Trust. For the avoidance of doubt, the only Franchise Required\nMortgage Loans with respect to the Trust are the Mortgage Loans secured by the Mortgaged Property identified as Marriott Savannah Riverfront,\nHomewood Suites Chicago, Best Western Plus Park Place Inn & Mini Suites, Best Western Plus Stovall’s Inn, Holiday Inn Lubbock\n& LaQuinta Tucumcari and Comfort Inn Sylva on the Mortgage Loan Schedule.\n\n“Freddie Mac”:\nFederal Home Loan Mortgage Corporation or any successor thereto.\n\n“GACC”:\nGerman American Capital Corporation, a Maryland corporation, or its successors in interest.\n\n“Gain-on-Sale Entitlement\nAmount”: For each Distribution Date, the aggregate amount of (i) the sum of (a) the aggregate portion of the Interest Distribution\nAmount for each Class of Regular Certificates that would remain unpaid as of the close of business on such Distribution Date, and (b)\nthe amount by which the Principal Distribution Amount exceeds the aggregate amount that would actually be distributed on such Distribution\nDate in respect of such Principal Distribution Amount, and (ii) any Realized Losses outstanding immediately after such Distribution Date,\nto the extent such amounts would occur on such Distribution Date or would be outstanding immediately after such Distribution Date, as\napplicable, without the inclusion of the Gain-on-Sale Remittance Amount as part of the definition of Available Funds.\n\n“Gain-on-Sale\nProceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation\nProceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage Loan\npursuant to the related Intercreditor Agreement) over (ii) the greater of the Purchase Price for such Mortgage Loan on the date on which\nLiquidation Proceeds were received and the amount that would have been received if a payment in full of principal and all other outstanding\namounts had been paid with respect to such Mortgage Loan (including any amounts allocated as a Yield Maintenance Charge, Prepayment Premium,\nrecovery of any late payment charges and Default Interest or recovery of any assumption fees or Modification Fees).\n\n -51- \n\n \n\n“Gain-on-Sale Remittance\nAmount”: For each Distribution Date, an amount equal to the lesser of (i) the amount on deposit in the Gain-on-Sale Reserve\nAccount on such Distribution Date, and (ii) the Gain-on-Sale Entitlement Amount.\n\n“Gain-on-Sale\nReserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) held as an asset of the Lower-Tier\nREMIC and created and maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for\nthe benefit of the Certificateholders, which shall initially be entitled “Computershare Trust Company, National Association, as\nCertificate Administrator, on behalf of Computershare Trust Company, National Association, as Trustee, for the benefit of the registered\nHolders of BBCMS Mortgage Trust 2026-5C42, Commercial Mortgage Pass-Through Certificates, Series 2026-5C42, Gain-on-Sale Reserve\nAccount”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.\n\n“Grace Period”:\nThe number of days before a payment default is an event of default under the related Mortgage Loan and/or before the imposition of late\npayment charges and/or default interest.\n\n“Ground Lease”:\nThe ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property and any estoppels or other\nagreements executed and delivered by the ground lessor in favor of the lender under the Mortgage Loan.\n\n“GSMC”:\nGoldman Sachs Mortgage Company, a New York limited partnership, and its successors in interest.\n\n“Hazardous Materials”:\nAny dangerous, toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation, those so identified pursuant\nto CERCLA or any other federal, state or local environmental related laws and regulations, and specifically including, without limitation,\nasbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde\nand any substances classified as being “in inventory,” “usable work in process” or similar classification which\nwould, if classified as unusable, be included in the foregoing definition.\n\n“Independent”:\nWhen used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the\nCommission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in fact independent\nof the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,\nthe Risk Retention Consultation Party, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together\nwith one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer and all Affiliates thereof, (ii) does\nnot have any material direct financial interest in or any material indirect financial interest in any of the Trustee, the Certificate\nAdministrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Risk Retention Consultation\nParty, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage\nLoans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof and (iii) is not connected with the Trustee,\nthe Certificate Administrator, the Depositor, the Master Servicer, the Special\n\n -52- \n\n \n\nServicer, the Directing Certificateholder,\nthe Risk Retention Consultation Party, the Companion Holders (insofar as the\nrelevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset\nRepresentations Reviewer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person\nperforming similar functions; provided, however, that a Person shall not fail to be Independent of the Trustee, the Certificate\nAdministrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Risk Retention Consultation\nParty, the Companion Holders or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any Class of\nsecurities issued by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Operating\nAdvisor, the Asset Representations Reviewer, the Directing Certificateholder, the Risk Retention Consultation Party, the Companion Holders\nor any Affiliate thereof, as the case may be, so long as such ownership constitutes less than 1% of the total assets of such Person.\nFor the avoidance of doubt, the exception in the proviso above for ownership of 1% or less of any Class of Certificates shall not apply\nwith respect to the Operating Advisor or the Asset Representations Reviewer.\n\n“Independent Contractor”:\nEither (i) any Person that would be an “independent contractor” with respect to the Trust within the meaning of Section 856(d)(3)\nof the Code if the Trust were a real estate investment trust (except that the ownership test set forth in that Section shall be considered\nto be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates, or such other interest in any Class\nof Certificates as is set forth in an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator,\nthe Master Servicer, any Companion Holder or the Trust, delivered to the Trustee, any Companion Holder, the Certificate Administrator\nand the Master Servicer), so long as the Trust does not receive or derive any income from such Person and provided that the relationship\nbetween such Person and the Trust is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5)\n(except that neither the Master Servicer nor the Special Servicer shall be considered to be an Independent Contractor under the definition\nin this clause (i) unless an Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that\neffect) or (ii) any other Person (including the Master Servicer and the Special Servicer) upon receipt by the Trustee, the Certificate\nAdministrator, the Operating Advisor and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the\nCertificate Administrator, the Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect\nof any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by\nan Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning\nof Section 860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real\nProperty.\n\n“Initial Cure Period”:\nAs defined in Section 2.03(b).\n\n“Initial Delivery\nDate”: As defined in Section 3.19(d).\n\n“Initial Purchasers”:\nBarclays Capital Inc., Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., KeyBanc Capital Markets Inc., Deutsche Bank Securities\nInc., SG Americas Securities, LLC, Bancroft Capital, LLC and Drexel Hamilton, LLC.\n\n -53- \n\n \n\n“Initial Requesting\nCertificateholder”: The first Certificateholder or Certificate Owner to deliver a Certificateholder Repurchase Request as described\nin Section 2.03(k) with respect to a Mortgage Loan. For the avoidance of doubt, there shall not be more than one Initial Requesting\nCertificateholder with respect to any Mortgage Loan.\n\n“Initial Schedule\nAL Additional File”: The data file(s) prepared by, or on behalf of, the Depositor containing additional information or schedules\nregarding data points in the Initial Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103) of Regulation\nS-K under the Securities Act and filed as Exhibit 103 to the Form ABS-EE incorporated by reference into the Prospectus in both EDGAR-Compatible\nFormat and Excel format.\n\n“Initial Schedule\nAL File”: The data file prepared by or on behalf of the Depositor containing the information required by Item 1111(h)(3) or"}