STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-286596) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BofA Securities, Inc., Barclays Capital Inc., UBS Securities LLC, BMO Capital Markets Corp., Academy Securities, Inc., Mischler Financial Group, Inc. or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.

IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS

Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and that these materials may not be updated or (3) these materials possibly being confidential, are, in each case, not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another system.

The information in this free writing prospectus is preliminary and may be supplemented or changed. This free writing prospectus is not an offering to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

THIS FREE WRITING PROSPECTUS, DATED APRIL 23, 2026
MAY BE AMENDED OR SUPPLEMENTED PRIOR TO TIME OF SALE

BMARK 2026-B43

The depositor has filed a registration statement (including a prospectus) with the SEC (SEC File No. 333-286596) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BofA Securities, Inc., Barclays Capital Inc., UBS Securities LLC, BMO Capital Markets Corp., Academy Securities, Inc. or Mischler Financial Group, Inc. or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.

The securities to which these collateral materials (“Materials”) relate will be described in greater detail in the preliminary prospectus expected to be dated in April 2026 (the “Preliminary Prospectus”) that will be included as part of our registration statement. The Preliminary Prospectus will contain material information that is not contained in these Materials (including, without limitation, a summary of risks associated with an investment in the offered securities under the heading “Summary of Risk Factors” and a detailed discussion of such risks under the heading “Risk Factors”).

These Materials are preliminary and subject to change. The information in these Materials supersedes all prior such information delivered to you and will be superseded by any subsequent information delivered prior to the time of sale.

Neither these Materials nor anything contained in these Materials shall form the basis for any contract or commitment whatsoever. These Materials are not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal.

The information contained in these Materials may not pertain to any securities that will actually be sold. The information contained in these Materials may be based on assumptions regarding market conditions and other matters as reflected in these Materials. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and these Materials should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of these Materials may, from time to time, have long or short positions in, and buy or sell, the securities mentioned in these Materials or derivatives thereof (including options). Information contained in these Materials is current as of the date appearing on these Materials only.

IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS

Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these Materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these Materials are accurate or complete and that these Materials may not be updated or (3) these Materials possibly being confidential, are, in each case, not applicable to these Materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these Materials having been sent via Bloomberg or another system.

The Loan.  The largest mortgage loan (the “NOVA Retail 2-Pack Mortgage Loan”) is part of a whole loan (the “NOVA Retail 2-Pack Whole Loan”) which is comprised of eight pari passu promissory notes with an aggregate outstanding principal balance as of the Cut-off Date of $165,000,000. The NOVA Retail 2-Pack Whole Loan is secured by the borrowers’ fee simple interest in two grocery-anchored retail centers located in Virginia, totaling 840,643 SF (the “NOVA Retail 2-Pack Portfolio”). The NOVA Retail 2-Pack Whole Loan was co-originated on February 20, 2026 by Goldman Sachs Bank USA (“GSBI”) and JPMorgan Chase Bank, National Association (“JPMCB”). The NOVA Retail 2-Pack Mortgage Loan is evidenced by the non-controlling Notes A-3, A-4, A-5, and A-6 contributed by GSBI’s affiliate, Goldman Sachs Mortgage Company, with an original principal balance of $67,000,000. The NOVA Retail 2-Pack Whole Loan has a ten-year term, is interest-only for the full term and accrues interest at a rate of 6.09300% per annum on an Actual/360 basis. The scheduled maturity date of the NOVA Retail 2-Pack Whole Loan is March 1, 2036.

The relationship between the holders of the NOVA Retail 2-Pack Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Outside Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The NOVA Retail 2-Pack Whole Loan will be serviced pursuant to the pooling and servicing agreement for the WFCM 2026-C66 securitization trust. See “The Pooling and Servicing Agreement—Servicing of the Outside Serviced Mortgage Loans” in the Preliminary Prospectus.

The Properties. The NOVA Retail 2-Pack Portfolio consists of a 437,273 SF anchored retail center located in Alexandria, Virginia (the “Plaza at Landmark Property”) and a 403,370 SF anchored retail center located in Fairfax, Virginia (the “Fair City Mall Property”). The NOVA Retail 2-Pack Portfolio was most recently renovated in 2020, which included general infrastructure upgrades, tenant space improvements and landscaping. According to the appraisals, both the Plaza at Landmark Property and the Fair City Mall Property are located in affluent, high-growth submarkets with nearby access to I-495, I-395 and major regional employment centers. The NOVA Retail 2-Pack Portfolio is served by public transit and are proximate to major residential neighborhoods and demand generators, including George Mason University and Inova Alexandria Hospital. The NOVA Retail 2-Pack Portfolio is anchored by leading national grocers and features a diverse mix of national and regional tenants, including 33 national retailers (644,526 SF, 76.7% of net rentable area, 70.1% of UW Rent), with 12 investment-grade tenants (251,782 SF, 30.0% of net rentable area, 29.7% of UW Rent). With 80 tenants, the NOVA Retail 2-Pack Portfolio benefits from a granular rent roll with minimal exposure to any single tenant or industry. Aside from Giant, Hobby Lobby, Lifetime Fitness and Safeway, no other individual tenant lease accounts for more than 5.2% of net rentable area or 4.2% of total UW rent. The NOVA Retail 2-Pack Portfolio has a weighted average tenant tenure of 24.7 years. The NOVA Retail 2-Pack Portfolio has maintained an average occupancy of 92.4% since 2019.

The Plaza at Landmark Property is a 437,273 SF grocery anchored retail center located in Alexandria, Virginia at the intersection of Little River Turnpike and Beauregard Street, immediately west of Interstate 395. The Plaza at Landmark Property was constructed in 1963 and renovated in 2020 and is situated on a 22.67-acre site. Parking includes approximately 1,900 surface and structured parking spaces, representing a parking ratio of 4.35 spaces per 1,000 SF. The Plaza at Landmark Property is anchored by national retailers including Giant (65,000 SF), Hobby Lobby (62,480 SF), Marshall’s (43,375 SF), LA Fitness (42,735 SF), Ross (28,700 SF), Total Wine & More (26,377 SF), and Overstock Furniture (25,768 SF), which together comprise approximately 67% of the net rentable area. As of December 31, 2025, the Plaza at Landmark Property was 98.3% occupied.

The Fair City Mall Property is a 403,370 SF grocery anchored retail center located in Fairfax, Virginia at the intersection of Main Street (VA Route 236) and Pickett Road. The Fair City Mall Property was constructed in 1974 and renovated in 2020 and is situated on a 32.76-acre site. Parking includes approximately 1,874 surface parking spaces, equating to a parking ratio of 4.65 spaces per 1,000 SF. Major anchor tenants include Safeway (61,915 SF), Lifetime Fitness (58,900 SF), Burlington (30,964 SF), Marshall’s (27,630 SF), HomeGoods (25,125 SF), Sierra Trading Post (20,000 SF), and DSW (18,416 SF), with anchors comprising approximately 60% of net rentable area. As of December 31, 2025, the Fair City Mall Property was 96.5% occupied.

The following table presents certain information relating to the NOVA Retail 2-Pack Portfolio:

The following table presents certain information relating to the major tenant sales at the NOVA Retail 2-Pack Portfolio:

Major Tenants. The three largest tenants based on NRA of the NOVA Retail 2-Pack Portfolio are Giant, Hobby Lobby and Safeway.

Giant (65,000 SF; 7.7% of NRA; 7.4% of underwritten base rent): Giant (Fitch/Moody's/S&P: NR/Baa1/BBB+) is a major regional supermarket chain serving the Mid-Atlantic United States. Giant Food operates more than 160 stores offering full-service groceries, pharmacies, and digital shopping options, and it is a wholly owned subsidiary of the global food retail group Ahold Delhaize. Giant has been a tenant at the Plaza at Landmark Property since 2018 and has a lease expiration in December 2030, with six, five-year extension options remaining, and no termination options.

Hobby Lobby (62,480 SF; 7.4% of NRA; 3.4% of underwritten base rent): is a privately owned United States arts-and-crafts retailer with a nationwide footprint. Hobby Lobby operates more than 1,000 stores across the United States, is headquartered in Oklahoma City, and remains owned by the Green family. Hobby Lobby has been a tenant at the Plaza at Landmark Property since 2017 and has three, five-year extension options remaining, and no termination options.

Safeway (61,915 SF; 7.4% of NRA; 6.3% of underwritten base rent): is a U.S. supermarket chain. Safeway operates approximately 912 stores and functions as a core banner of Albertsons Companies, one of the largest food and drug retailers in the United States. Safeway has been a tenant at the Fair City Mall Property since 1983 and has four, five-year extension options, and no termination options.

The following table presents certain information relating to the major tenants at the NOVA Retail 2-Pack Portfolio:

The following table presents certain information relating to the lease rollover schedule at the NOVA Retail 2-Pack Portfolio, based on the initial lease expiration date:

The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the NOVA Retail 2-Pack Portfolio:

Appraisals. According to the appraisals, the NOVA Retail 2-Pack Portfolio had an “as-is” appraised value of $234,700,000 as of November 30, 2025, which is based on the sum of the “as-is” values from the individual appraisals for the Fair City Mall Property and the Plaza at Landmark Property.

Environmental Matters. The Phase I environmental site assessment dated December 10, 2025, identified a recognized environmental condition at the Plaza at Landmark Property in connection with a dry cleaner that operated on the site from 1992 to 2008. No significant violations or enforcement actions were noted. There is also a controlled recognized environmental condition at the Plaza at Landmark Property in connection with the discovery of chlorinated solvent contamination associated with a separate former dry cleaner, for which regulatory closure has been granted subject to ongoing controls. The Phase I environmental site assessment dated December 11, 2025 identified a recognized environmental condition at the Fair City Mall Property in connection with the operation of various dry cleaners at the site from 1989 to 2012. See “Description of the Mortgage Pool—Environmental Considerations” in the Preliminary Prospectus. The lender obtained a Site Lender Environmental Asset Protection-type environmental insurance policy and an excess environmental insurance policy for the NOVA Retail 2-Pack Portfolio issued by Beazley Excess with total limits of $5,000,000 per occurrence and $10,000,000 in the aggregate, subject to a $25,000 deductible, with a 13-year policy term (ending February 20, 2039). The environmental consultant provided the lender with opinions of probable cost related to future remediation concluding that such probable costs would not exceed an upper range estimate of $1,816,000 in the aggregate.

The Markets. The Plaza at Landmark Property is located in Alexandria, Virginia, within the Washington, D.C. Core-Based Statistical Area (“D.C. CBSA”), along Little River Turnpike (VA Route 236) near its interchange with Interstate 395. The Plaza at Landmark Property is proximate to major regional transportation corridors that provide direct access to downtown Washington, D.C., Arlington, and Fairfax County. The D.C. CBSA economy is anchored by the federal government and is supported by a diversified employment base that includes professional and business services, defense and cybersecurity, technology, healthcare, and higher education. Major regional employers include the United States federal government, Amazon (HQ2), Booz Allen Hamilton, Northrop Grumman, Lockheed Martin, Capital One, Inova Health System, and George Mason University. The appraisal characterizes the surrounding market as a mature, infill area with stable long-term economic fundamentals and sustained demand for retail space.

Per the appraisal, as of 2024, the total population within a one-, three-, and five-mile radius of the Plaza at Landmark Property is approximately 39,865, 192,712, and 536,397, respectively. Average household income within the same radii is approximately $99,807, $136,474, and $151,727, respectively.

According to the appraisal, the Plaza at Landmark Property is located within the Arlington/Alexandria retail submarket. As of third quarter of 2025, the Arlington/Alexandria retail submarket contains approximately 5.0 million SF of inventory, representing roughly 12.1% of the total Suburban Virginia retail market. The submarket reported a vacancy rate of approximately 6.9% and an average asking rent of approximately $37.03 PSF NNN.

The following table presents certain information relating to comparable sales for the Plaza at Landmark Property:

The Fair City Mall Property is located in the City of Fairfax, Virginia, approximately 15 miles west of downtown Washington, D.C., within the D.C. CBSA. The Fair City Mall Property is situated at the intersection of Main Street (VA Route 236) and Pickett Road, a high-traffic commercial corridor that provides direct connectivity to Interstate 66 and Interstate 495. The D.C. CBSA economy is anchored by the federal government and is supported by a diversified employment base that includes professional and business services, defense and cybersecurity, technology, healthcare, and higher education. Major regional employers include the U.S. federal government, Amazon (HQ2), Booz Allen Hamilton, Northrop Grumman, Lockheed Martin, Capital One, Inova Health System, and George Mason University.

Per the appraisal, as of 2024, the total population within a one-, three-, and five-mile radius of the Fair City Mall Property is approximately 10,885, 125,549, and 318,276, respectively. Average household income within the same radii is approximately $184,095, $180,730, and $176,673, respectively.

According to the appraisal, the Fair City Mall Property is located within the Suburban Fairfax County retail submarket. As of third quarter of 2025, the Suburban Fairfax County retail submarket contains approximately 13.1 million square feet of inventory, representing roughly 31.8% of the total Suburban Virginia retail market. The submarket reported a vacancy rate of approximately 4.6% and an average asking rent of approximately $35.43 PSF NNN.

The following table presents certain information relating to comparable sales for the Fair City Mall Property:

The Borrowers and the Borrower Sponsor. The borrowers are Fair City HHH, L.L.C. and Landmark HHH, L.L.C., each a Virginia limited liability company and single purpose entity with two independent directors. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the NOVA Retail 2-Pack Whole Loan. The borrower sponsor is HHH Properties Corporation (“HHH Properties”) and the non-recourse carveout guarantors are Marshall S. Ruben, Myrna Ruben Haft, and Dana Ruben Rogers. Marshall S. Ruben is the President of HHH Properties. HHH Properties is a family owned and operated asset management company that has been operating the NOVA Retail 2-Pack Portfolio for approximately 30 years. Mr. Ruben is also the President of Ruben/Horan, P.C., a law firm that specializes in commercial real estate and mortgage transactions, corporate and business law and commercial leasing.

Property Management. The NOVA Retail 2-Pack Portfolio is managed by HHH Properties Corp., an affiliate of the borrowers. HHH Properties Corp. provides services to shopping centers and malls and is based in Greenwich, Connecticut.

Initial and Ongoing Reserves. At origination, the borrowers were required to deposit into escrow approximately (i) $781,365 for real estate taxes, (ii) $14,011 for replacement reserves, (iii) $4,000,000 for a rollover reserve, and (iv) $1,302,427 for free rent and outstanding tenant improvements.

Real Estate Taxes – The borrowers are required to make a monthly deposit on each payment date equal to 1/12th of the real estate taxes and other charges that the lender reasonably estimates will be payable during the next 12 months (initially $195,341 monthly).

Insurance – On each payment date, the borrowers are required to deposit into an insurance reserve an amount equal to 1/12th of the insurance premiums that the lender estimates will be payable for the renewal of the coverage afforded by the policies upon the expiration. However, if no event of default is continuing and the NOVA Retail 2-Pack Portfolio properties are insured under a blanket policy meeting the requirements set forth in the related NOVA Retail 2-Pack Whole Loan documents, the requirement to make monthly deposits for insurance will be waived. As of the Cut-off Date, an acceptable blanket policy is in place.

Replacement Reserve – The borrowers are required to make a monthly deposit on each payment date of approximately $14,011 to be used for replacements and repairs at the NOVA Retail 2-Pack Portfolio.

TI/LC Reserve – Upon the occurrence of a Rollover Reserve Monthly Trigger (as defined below), the borrowers are required to make a monthly deposit of approximately $105,080 until the balance of the rollover reserve is equal to $4,000,000 (the “Rollover Reserve Cap”). Beginning on January 1, 2030, if the balance in the rollover reserve account is below the Rollover Reserve Cap, then the positive difference of $3,000,000 and the aggregate amount of rollover funds in the rollover reserve account must be deposited by the borrowers and held by the lender for tenant improvement and leasing commission obligations. Such obligations will be recourse to the NOVA Retail 2-Pack Whole Loan guarantors.

A “Rollover Reserve Monthly Trigger” will commence upon the earliest of (i) the occurrence of a Cash Sweep Event (as defined below) and (y) the date the balance in the rollover reserve falls below $3,000,000.

Lockbox / Cash Management. The NOVA Retail 2-Pack Whole Loan is structured with a hard lockbox and springing cash management. The borrowers and the property manager are required to direct all tenants to pay rents directly into the lockbox account and to deposit any rents otherwise received into the lockbox account within two business days of receipt. During the continuance of a Cash Sweep Event, all funds in the lockbox account are required to be deposited to a lender-controlled cash management account and applied in accordance with the NOVA Retail 2-Pack Whole Loan documents. During the continuance of a Cash Sweep Event, any excess cash is required to be deposited into an excess cash flow reserve account as additional security for the NOVA Retail 2-Pack Whole Loan, to be held, maintained and applied in accordance with the NOVA Retail 2-Pack Whole Loan documents. During the continuance of an event of default or a bankruptcy trigger event, all funds in the cash management account may be applied by the lender in such order and priority as the lender determines in its sole discretion.

A “Cash Sweep Event” means the period commencing upon the occurrence of any of the following: (i) an event of default; (ii) a bankruptcy action with respect to the borrowers or the property manager; (iii) the debt service coverage ratio (“DSCR”) falling below 1.15x (provided the DSCR Cure Conditions (as defined below) are not met) or (iv) a Lease Sweep Period (as defined below). A Cash Event will end upon the occurrence of the following: (a) with respect to clause (i) above, upon the lender’s acceptance (in its sole and absolute discretion) of a cure of the applicable event of default; (b) with respect to clause (ii) above solely with respect to a bankruptcy action of the property manager, upon the borrowers’ replacement of the affiliated property manager with a qualified manager pursuant to a replacement management agreement within 60 days of such bankruptcy action (c) with respect to clause (iii) above, upon achievement of a DSCR of at least 1.20x for two consecutive quarters or upon the satisfaction of the DSCR Cure Conditions; and (d) with respect to clause (iv) above, upon the Lease Sweep Period ending; provided, however, a Cash Sweep Event cannot be cured more than four times in the aggregate during the term of the NOVA Retail 2-Pack Whole Loan. The borrowers are not entitled to cure a Cash Sweep Event caused by a bankruptcy action of borrowers in any event.

A “Lease Sweep Period” is a tenant-focused sweep tied to any lease that, either individually or in the aggregate when taken with any other lease with the same tenant or its affiliate, (A) covers 10% or more of the net rentable area of the NOVA Retail 2-Pack Portfolio or (B) accounts for 10% or more of gross rents at the NOVA Retail 2-Pack Portfolio (each, a “Lease Sweep Lease”). A Lease Sweep Period commences upon the first payment date after the occurrence of any of the following: (i) with respect to each Lease Sweep Lease, the earliest of (A) 12 months before the earliest stated expiration of a Lease Sweep Lease (including any renewal term) or (B) upon the date by which the tenant under the applicable Lease Sweep Lease is required to give notice of its exercise of a renewal option (and such renewal has not been so exercised); (ii) the receipt of notice from any tenant under a Lease Sweep Lease exercising its right to terminate its Lease Sweep Lease; (iii) the date that a Lease Sweep Lease is surrendered, cancelled or terminated prior to its then current expiration date or the receipt of notice from any tenant under a Lease Sweep Lease of its intent to surrender, cancel or terminate the Lease Sweep Lease; (iv) the tenant vacates, abandons or ceases to use all or any material portion of its premises, or gives written notice of intent to do so; (v) a default under a Lease Sweep Lease by the tenant that continues beyond any notice and cure period; (vi) an insolvency proceeding involving a tenant under a Lease Sweep Lease or its parent; or (vii) the date that any tenant under a Lease Sweep Lease appears on a published store closure list. A Lease Sweep Period ends upon satisfaction of specified conditions, including: (a) in the case of clauses (i),

(ii), (iii), (iv), (v), (vi) and (vii), the affected space is re-leased under one or more Qualified Lease(s) (as defined below) and, in the lender’s judgment, sufficient funds have accumulated in the lease sweep reserve or rollover reserve to cover all anticipated approved tenant improvements, leasing commissions, any scheduled free-rent and/or abatement periods, or operating expenses resulting from any anticipated downtime prior to rent commencement; (b) in the case of clause (i), the tenant irrevocably exercises a renewal or extension option for all of its space, with sufficient funds reserved for any related expenses; (c) in the case of clause (ii), any termination option is not validly exercised by the latest exercise date or is validly and irrevocably waived in writing by the related tenant; (d) in the case of clause (iii) above, any surrender, cancellation or termination or notice thereof is waived in writing by the related tenant and such tenant has affirmed in writing the respective Lease Sweep Lease is in full force and effect; (e) in the case of clause (iv), any revocation or withdrawal in writing of the tenant’s notice to discontinue its business or abandon or vacate its premises or the reopening of the tenant’s business or written notice of its intent to continue to operate its business; (f) in the case of clause (v), the default has been cured and no other default under such Lease Sweep Lease occurs for a period of three consecutive months; (g) in the clause of clause (vi), termination or dismissal of the insolvency proceeding and the lease is affirmed, assumed or assigned in a manner reasonably satisfactory to the lender; or (h) in the case of clause (vii), the tenant no longer appears on a published store closure list.

A “Qualified Lease” means either (A) the original Lease Sweep Lease, as extended in accordance with (i) the renewal option set forth therein or (ii) a modification of the Lease Sweep Lease reasonably approved by the lender, or (B) a replacement lease (i) with an initial term of at least five years; (ii) entered into in accordance with the NOVA Retail 2-Pack Whole Loan documents and reasonably approved by the lender; and (iii) on market terms with respect to, among other things, base rent, additional rent and recoveries and tenant improvement allowances.

The “DSCR Cure Conditions” exist for so long as borrowers have deposited cash into an escrow reserve account or has delivered to the lender a letter of credit in an amount which, if applied to the principal amount of the debt, would cause the debt service coverage ratio to equal to or greater than 1.20x (the “DSCR Deposit Amount”). The borrowers may elect to deposit the DSCR Deposit Amount during each quarter the debt service coverage ratio is tested within five days of each quarterly payment date.

Current Mezzanine or Secured Subordinate Indebtedness. None.

Permitted Future Mezzanine or Secured Subordinate Indebtedness. Not permitted.

Release of Collateral. Not permitted.

Ground Lease. None.

The Loan. The second largest mortgage loan (the “American Greetings HQ Mortgage Loan”) is secured by the borrowers’ fee and leasehold interest in a 613,486 square foot portion of an office building located in Westlake, Ohio (the “American Greetings HQ Property”). The American Greetings HQ Mortgage Loan is evidenced by two pari passu promissory notes with an outstanding principal balance as of the Cut-off Date of $54,000,000, in the aggregate. The American Greetings HQ Mortgage Loan was originated on April 17, 2026 by Goldman Sachs Bank USA, an affiliate of the loan seller, and accrues interest at a fixed rate of 6.49800% per annum, calculated on an Actual/360 basis. The American Greetings HQ Mortgage Loan has an initial term of ten years and requires monthly principal

The Property. The American Greetings HQ Property is a 613,486 SF portion of a suburban office building located at One American Boulevard, Westlake, Ohio, within Crockers Park, a 120-acre mixed use development. Office and retail spaces on the first floor of buildings one and two are excluded from the American Greetings HQ Property.

The American Greetings HQ Property contains two, three and five story buildings and was constructed in 2016 as the global headquarters for American Greetings Corporation (“American Greetings”). In April 2026, American Greetings renegotiated its lease to give up 178,863 square feet and allow the borrower sponsors to lease the American Greetings HQ Property to multiple tenants and existing subtenants of American Greetings converted to direct tenants of the borrower sponsors. Pursuant to the terms of the new lease, American Greetings is responsible for the rental and expense amounts for the entire American Greetings HQ Property. However, any rent received pursuant to any direct leases signed for the space vacated by American Greetings will be reimbursed to American Greetings. Amenities at the American Greetings HQ Property include an onsite Starbucks, large open office areas, private offices, studio/photography areas, common areas, a large cafeteria and multiple conference rooms. Adjacent to the American Greetings HQ Property are a parking lot and garage, with a total of 1,785 parking spaces, equating to a parking ratio of approximately 2.9 spaces per 1,000 square feet. As of April 15, 2026, the American Greetings HQ Property was 86.1% leased to five tenants.

Top Tenant. The largest tenant based on underwritten base rent is American Greetings.

American Greetings (434,623 SF, 70.8% of net rentable area, 100.0% of UW base rent, B2/B/NAP (Moody’s / S&P / Fitch)). American Greetings designs, manufactures and distributes a wide array of items, including greeting cards, gift wrap, party goods and stationary, catering to various occasions and consumer needs. Founded in 1906, American Greetings operates through brands including Papyrus, Carlton Cards and Designware. In April 2026, American Greetings reduced its space by 178,863 square feet; however, it is still responsible for the rental and expense amounts for 100.0% of the American Greetings HQ Property, which is offset through reimbursements for any rent and expenses paid by other tenants that lease space at the American Greetings HQ Property. There are no extension or termination options.

The following table presents certain information relating to the retail tenants at the American Greetings HQ Property:

The following table presents certain information relating to the lease rollover schedule at the American Greetings HQ Property, based on the initial lease expiration dates:

The following table presents certain information relating to the Underwritten Net Cash Flow at the American Greetings HQ Property:

Appraisal. According to the appraisal, the American Greetings HQ Property had an “as-is” appraised value of $121,200,000, as of April 1, 2026.

Environmental Matters. According to the Phase I environmental site assessment report dated September 9, 2025, there was no evidence of any recognized environmental conditions at the American Greetings HQ Property.

The Market. The American Greetings HQ Property is located at One American Boulevard, Westlake, Ohio, within the Cleveland, Ohio metropolitan statistical area (“Cleveland MSA”). The Cleveland MSA has a diverse economy and is home to national and global corporations including Cleveland Clinic Health System, Group Management Services, Inc., Minute Men Human Resource System, University Hospitals Health System and Amazon. Within the Cleveland MSA, the American Greetings HQ Property is situated within Crocker Park, a 120-acre mixed use development featuring retail, office and multifamily spaces, providing an urban atmosphere within a suburban landscape.

According to the appraisal, the American Greetings HQ Property is located within the Cleveland office market and the West office submarket. As of the first quarter of 2026, the Cleveland office vacancy rate was 10.2%, compared with a 10-year historical average of 7.8%, while the West office submarket exhibited a vacancy rate of 9.2%, compared with a 10-year historical average of 6.7%, reflecting ongoing softness in office demand. Asking rents within the Cleveland office market averaged $19.94 per SF, and West office rents averaged $19.14 per SF, with limited new inventory since 2016.

The following tables present certain information relating to office leases comparable to those at the American Greetings HQ Property identified by the appraisal:

The Borrowers and the Borrower Sponsors. The borrowers are Blue Sky Property Holdings LLC, a Delaware limited liability company and AG HQ Creative Studios, LP, a Delaware limited partnership, each a single purpose entity with one independent director. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the American Greetings HQ Mortgage Loan.

The borrower sponsors and the non-recourse carveout guarantors are 540 Investment Company Limited Partnership (“540 Investment”) and Five Forty Investment Fund 1 LP. 540 Investment is a family-owned investment company of the descendants of Jacob Sapirstein, the founder of American Greetings. 540 Investment includes Five Forty Ventures, which invests primarily in consumer products business and real estate, including ownership interests in Clinton Cards UK, Paladar Restaurant Group, Cloudco Entertainment and The Stone Mill; and Five Forty Real Estate, which owns, operates and manages more than six million square feet of commercial and residential real estate, including Circle Square, Centric Apartments, Crocker Park at Eton – Chagrin Boulevard.

Property Management. The American Greetings HQ Property is currently managed by CLE PM LLC, a third-party management company.

Initial and Ongoing Reserves. At origination, the borrowers were required to deposit into escrow approximately (i) $3,908,910 for capital expenditures and (ii) $3,144,590 for unfunded obligations.

Tax Escrows –The borrowers are required to make a monthly deposit on each payment date equal to 1/12th of the real estate taxes and other charges that the lender reasonably estimates will be payable during the next 12 months (initially approximately $162,765 monthly).

Insurance Escrows – On each payment date, the borrowers are required to deposit into an insurance reserve an amount equal to 1/12th of the insurance premiums that the lender estimates will be payable for the renewal of the coverage afforded by the policies upon the expiration. However, if no event of default is continuing and the American Greetings HQ Property is insured under a blanket policy meeting the requirements set forth in the related American Greetings HQ Mortgage Loan documents, the requirement to make monthly deposits for insurance will be waived. As of the Cut-off Date, an acceptable blanket policy is in place.

Capital Expenditure Reserves –To the extent a Trigger Period (as defined below) or an event of default has occurred and is continuing, the borrowers are required to make a monthly deposit on each payment date of approximately $12,781 to be used for capital expenditures at the American Greetings HQ Property.

Unfunded Obligations Reserve – Up to one time per calendar month, the lender is required to disburse reserve funds to the borrowers, provided (a) no event of default is continuing and (b) the borrowers submit a request for payment of tenant improvement costs and/or leasing commissions at least 10 business days prior to the date the borrowers request the payment to be made.

Critical Tenant Reserve – To the extent a Trigger Period occurs as a result of a Critical Tenant Trigger Event (as defined below), excess cash flow is required to be deposited into a critical tenant reserve in accordance with the American Greetings HQ Mortgage Loan documents.

A “Critical Tenant Trigger Event” means the occurrence of any of the following: (i) the date of the filing of a bankruptcy petition by or against any Critical Tenant (as defined below) or any guarantor under its lease under the bankruptcy code or any such Critical Tenant or guarantor is deemed legally insolvent or otherwise makes a general assignment for the benefit of creditors (the Critical Tenant Trigger Event described in this clause (i) being sometimes referred to as a "Critical Tenant Bankruptcy Trigger Event"); (ii) if any Critical Tenant has not given notice to renew its lease or to enter a replacement lease for at least 90% of the initial Critical Tenant space as of the date that is the earlier of (a) the date required pursuant to its lease or (b) 12 months prior to the expiration of its lease (the Critical Tenant Trigger Event described in this clause (ii) being sometimes hereinafter referred to as a "Critical Tenant Non-Renewal Trigger Event"); (iii) the date that any Critical Tenant either (x) gives notice of an intent to terminate its lease or vacates more than 15% of initial American Greetings space or (y) goes dark, discontinues its operations or business or vacates more than 15% of initial American Greetings space excluding any temporary discontinuance of its business (A) for a period not to exceed 30 consecutive days and not more than 90 days in any 12-month period so long as the Critical Tenant is otherwise in compliance with the terms of its lease, (B) caused solely by casualty or condemnation or renovations or alterations undertaking pursuant to the terms of its lease and which discontinuance does not extend for a period in excess of 90 consecutive days and (C) caused by force majeure (the Critical Tenant Trigger Event described in this clause (iii) being sometimes referred to as a "Critical Tenant Vacating Trigger Event"); or (iv) the occurrence of either (a) a monetary event of default by a Critical Tenant under its lease as a result of the failure to pay any rent or reimbursements due thereunder or (b) a material non-monetary event of default by a Critical Tenant under its lease, in either case beyond any applicable cure or grace period (the Critical Tenant Trigger Event described in this clause (iv) being sometimes referred to as a "Critical Tenant Default Trigger Event").

A “Critical Tenant” means any of the following: (i) American Greetings and (ii) any successor tenant which takes occupancy of all or a portion of the American Greetings space pursuant to the (a) American Greetings lease or (b) any future lease for the American Greetings space.

Lease Termination Payment Account – Upon the termination of any lease for which the borrowers receive termination proceeds, the borrowers are required to establish an account with the lender for reserving such proceeds in accordance with the American Greetings HQ Mortgage Loan documents.

Lockbox / Cash Management. The American Greetings HQ Mortgage Loan is structured with a hard lockbox and springing cash management. On or prior to the origination of the American Greetings HQ Mortgage Loan, the borrowers were required to establish and maintain an account with the lockbox bank into which all income from the American Greetings HQ Property is required to be deposited. At the end of each business day the lockbox bank is required to remit all amounts contained in the lockbox account directly into an account specified by the lender. Within five business days of the origination of the American Greetings HQ Mortgage Loan, the borrowers were required to deliver notice to each tenant instructing that (i) all payments under its lease is required to be remitted directly to, and deposited directly into, the lockbox account, and (ii) such instruction may not be rescinded unless and until the tenants receive from the borrowers or the lender a copy of the lender’s written consent to such rescission. So long as no Cash Management Period (as defined below) is continuing, the lender will specify the account for such remittance by the lockbox bank to be the borrowers’ operating account, and during the continuance of a Cash Management Period the lender will specify the lender’s cash management account for such remittance by the lockbox bank. Funds in the cash management account during a Cash Management Period are required to be applied to debt service, the reserves and escrows described above, an amount equal to one month of budgeted operating expenses to the operating account and other expenses, and, after the application of such funds in accordance with the American Greetings HQ Mortgage Loan documents, any remaining funds are required to be deposited into an excess cash flow reserve account as additional collateral for the American Greetings HQ Mortgage Loan, or, if no Cash Management Period is continuing, disbursed to the borrowers.

A “Cash Management Period” means any of the following periods: (i) the period from the commencement of a Trigger Period (as defined below) until the earlier to occur of the end of such Trigger Period or the American Greetings HQ Mortgage Loan is paid in full; or (ii) the period from the occurrence of an event of default until the earlier to occur of such event of default is waived by the lender or the American Greetings HQ Mortgage Loan is paid in full. A Cash Management Period will not be terminated unless, at the time the borrowers satisfy the conditions for termination of the applicable Cash Management Period as set forth in clause (i) or clause (ii) above, there is no continuing event of default and no other event has occurred which would cause an additional Cash Management Period as described above. In the event that a Cash Management Period is terminated as set forth in clause (i) or clause (ii) above, a Cash Management Period will be reinstated upon the subsequent occurrence of a Trigger Period or event of default.

A “Trigger Period” means each period that commences when the DSCR, determined as of the first day of any fiscal quarter, is less than 1.15x and concludes when the DSCR, determined as of the first day of each of two consecutive fiscal quarters thereafter, is equal to or greater than 1.15x (and if the financial reports required under American Greetings HQ Mortgage Loan documents are not delivered to the lender pursuant to the terms of the American Greetings HQ Mortgage Loan documents, subject in any event to the notice and cure period specified in the American Greetings HQ Mortgage Loan documents, a Trigger Period is deemed to have commenced and be ongoing, unless and until such reports are delivered and they indicate that, in fact, no Trigger Period is ongoing).

Current Mezzanine or Secured Subordinate Indebtedness. None.

Permitted Future Mezzanine or Secured Subordinate Indebtedness. Not permitted.

Release of Collateral. Not permitted. 

Ground Lease. None.

The Loan. The third largest mortgage loan (the “Downtown 33 Mortgage Loan”) is secured by the borrower’s fee interest in a 150,459 square foot office property located in Monsey, New York (the “Downtown 33 Property”). The Downtown 33 Mortgage Loan is evidenced by a single promissory note with an outstanding principal balance as of the Cut-off Date of $46,000,000. The Downtown 33 Mortgage Loan was originated on April 10, 2026 by German American Capital Corporation and accrues interest at a fixed rate of 7.30600% per annum, calculated on an Actual/360 basis. The Downtown 33 Mortgage Loan has an initial term of ten years and requires monthly principal payments on a 360-month amortization schedule. The scheduled maturity date of the Downtown 33 Mortgage Loan is May 6, 2036.

The Property. The Downtown 33 Property is a newly developed, six-story, 150,459 square foot office building located at 33 Downtown Drive in Monsey, New York. The Downtown 33 Property was completed in 2024 and is situated on a 6.5-acre site in downtown Monsey. The Downtown 33 Property features flexible office layouts ranging from approximately 150 square foot single offices to full-floor suites and offers amenities including an on-site daycare provider, café, fitness center, multiple outdoor terraces, and approximately 446 parking spaces, equating to a parking ratio of approximately 3.0 spaces per 1,000 square feet. The Downtown 33 Property benefits from its adjacency to the Town Square Mall and proximity to major transportation infrastructure, including Interstate 87, Route 59, and a nearby commuter park-and-ride facility servicing multiple regional transit lines.

After a borrower sponsor equity contribution of approximately $5.8 million in connection with the origination of the Downtown 33 Mortgage Loan, the borrower sponsor has a total estimated cost basis of approximately $76.8 million (inclusive of land and construction costs), representing $30.8 million of remaining equity in the transaction. The Downtown 33 Property first opened to tenants in February 2025. As of April 6, 2026, the Downtown 33 Property is 96.7% leased by over 90 tenants. Other than the largest tenant, Community Home Care (as defined below), which represents approximately 17.0% of net rentable area, the rent roll is granular with the average tenant occupying an average 1.0% of net rentable area. The tenants have a remaining weighted average lease term of 7.8 years and an average in-place rent of $41.13 per square foot.

The Downtown 33 Property benefits from a 15-year payment in lieu of taxes (“PILOT”) tax abatement through the Rockland County Industrial Development Agency (the “IDA”), which commenced in 2024 and fully phased in in 2025. The PILOT program is effectuated through a multi-tiered lease structure, whereby the borrower leases the Downtown 33 Property to the IDA, which in turn subleases the Downtown 33 Property back to the borrower. The borrower holds the fee and sub-leasehold interests in the Downtown 33 Property, with the IDA having a leasehold interest. The Downtown 33 Mortgage Loan is secured by both the borrower’s fee and subleasehold interests, and the IDA’s leasehold interest. The PILOT abatement provides for a 35% abatement through 2029, a 30% abatement from 2030 through 2034, a 25% abatement in 2035 and 2036, a 20% abatement in 2037 and 2038 and a 15% abatement in 2039. The appraisal estimated abated taxes in 2026 to be $412,541, compared to estimated unabated taxes of $747,640. However, the borrower estimated abated taxes in 2026 to be $361,815, compared to unabated taxes of $556,639. The Downtown 33 Mortgage Loan was underwritten based on the borrower’s estimated 2026 abated taxes of $361,815. The PILOT benefits are subject to recapture under certain events, and the PILOT documents provide for certain restrictions on transfer of the PILOT and the Downtown 33 Property. See “Description of the Mortgage Pool—Real Estate and Other Tax Considerations” in the Preliminary Prospectus.

Major Tenants. The three largest tenants based on square footage are Community Health Aide Services, The Chasuna Mall, Inc. and Gan Shirly LLC.

Community Health Aide Services (25,640 SF; 17.0% of net rentable area; 15.7% of underwritten base rent): Community Health Aide Services (“Community Home Care”) is a New York–based provider of non-medical and skilled in-home care. The company matches patients with aides to support daily living activities, medication reminders, and higher-acuity nursing care. Community Home Care has over 20 years of operating history and 16 locations across New York State. The tenant utilizes the Downtown 33 Property as its corporate headquarters. Community Home Care received $30 per square foot in tenant improvements as it leased an entire floor at the Downtown 33 Property. Community Home Care’s lease expires on January 11, 2035, and has no extension options and no termination options.

The Chasuna Mall, Inc. (10,598 SF; 7.0% of net rentable area; 5.5% of underwritten base rent): The Chasuna Mall, Inc. (“Chasuna Mall”) is a furniture retailer that specializes in home furnishings, particularly for the local community. Chasuna Mall has been in business since 2012. The tenant has another location in Monroe, New York, and the tenant utilizes both locations as its showrooms. Chasuna Mall received approximately $10 per square foot in tenant improvements and, according to the borrower sponsors, contributed approximately $872,000 of its own capital towards the buildout of its space. Chasuna Mall’s lease expires on January 14, 2035, has one, five-year extension option and no termination options.

Gan Shirly LLC (8,537 SF; 5.7% of net rentable area; 4.4% of underwritten base rent): Gan Shirly LLC (“Gan Shirly”) is a New York State licensed day care provider led by Mrs. Shirly Katz. Shirly Katz has been providing licensed childcare in the Greater Monsey community since 2014. Gan Shirly offers childcare services for babies and infants, toddlers up to two years old and children ages two to four. Gan Shirly’s lease expires on May 19, 2035, and currently has one five-year extension option and a termination option on May 20, 2028 upon 90 days’ written notice and the payment of a termination fee.

The following table presents certain information relating to the largest tenants by square footage at the Downtown 33 Property:

The following table presents certain information relating to the lease rollover schedule at the Downtown 33 Property:

The following table presents certain information relating to the historical and underwritten net cash flows of the Downtown 33 Property:

Appraisal. The appraisal concluded to an “as-is” value for the Downtown 33 Property of $66,400,000 as of December 18, 2025.

Environmental Matters. According to the Phase I environmental site assessment dated January 7, 2026, there were no recognized environmental conditions at the Downtown 33 Property.

The Market. The Downtown 33 Property is located at 33 Downtown Drive in Monsey, Rockland County, New York, on the southeast corner of Route 59 and Downtown Drive. According to the appraisal, the property is situated in a suburban commercial setting characterized primarily by retail, office, and other commercial uses. The immediate surrounding area consists of established neighborhood-serving developments along Route 59 and Downtown Drive, with land uses generally oriented toward professional office, medical office, retail, and service-based tenancy.

According to the appraisal, the Downtown 33 Property benefits from accessibility provided via Downtown Drive, Route 59, Secora Road, Saddle River Road, and Main Street, with Interstate 287 located nearby, offering efficient regional connectivity throughout Rockland County and the greater New York metropolitan area. Public transportation options include access to New Jersey Transit commuter rail service at the Spring Valley station approximately 1.2 miles northeast of the Downtown 33 Property.

According to the appraisal, the Ramapo submarket, part of the Orange-Rockland County office market, contained 3,453,062 square feet of office inventory as of the trailing four quarters ended the third quarter of 2025. The Orange-Rockland County office market experienced a positive net absorption of 13,485 square feet during the third quarter of 2025, contributing to a total of 350,453 square feet of positive absorption over the previous four quarters. The Ramapo submarket exhibited a vacancy rate of approximately 2.3% in such quarter, materially below both the countywide vacancy rate of 7.5% and the submarket’s long-term historical average. The average asking rental rate for office space during such quarter was $39.46 per square foot, which was a decrease from $40.44 per square foot in the previous quarter.

The Downtown 33 Property is situated among a competitive set of office buildings within the Ramapo submarket. Directly comparable buildings surveyed in the appraisal include 10 Executive Boulevard, 400 Rella Boulevard, and Executive One, among others. These competitive properties have a current weighted average occupancy of 96.2% and current asking rents ranging from $31.50 per square foot to $40.00 per square foot. As of April 6, 2026, the Downtown 33 Property is currently 96.7% leased, with contract rents ranging from $30.90 to $99.68 per square foot depending on the space size.

The following table presents certain information relating to comparable office leases for the Downtown 33 Property:

The Borrower and the Borrower Sponsors. The borrower for the Downtown 33 Mortgage Loan is 25 Route 59, LLC, a New York limited liability company (with a Delaware limited liability company as its sole member and manager) and single purpose entity with at least two independent directors in its organizational structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Downtown 33 Mortgage Loan. The borrower sponsors and non-recourse carveout guarantors are Joseph Brachfeld and Ephraim Grossman. Joseph Brachfeld is the founder of Arcadian Cap Group, a vertically-integrated real estate investment and development firm that has acquired and invested in office and retail assets since 2013, including the redevelopment of Town Square Mall, the retail center adjacent to the Downtown 33 Property. Ephraim Grossman developed and manages the Robert Pitt Business Center, an approximately 160,000 square foot office/industrial park, which is directly across the street from the Downtown 33 Property.

Property Management. The Downtown 33 Property is managed by Diversified Management Plus, LLC, a third-party property management company.

Initial and Ongoing Reserves. At origination of the Downtown 33 Mortgage Loan, the borrower was required to deposit into escrow (i) $189,632 for real estate taxes, (ii) $28,441 for insurance, (iii) $394,880 for general tenant improvements, allowances and leasing commissions, (iv) $153,984 for a rent replication reserve for four tenants (which covers June 2026 rent abatements or gap rent for P&G, a portion of the odCXX outdoor space, odCXX indoor space, Gan Shirly and one additional tenant, and a rent abatement for a portion of the odCXX outdoor space from July 2026 through and including March 2029) and (v) $3,125 for a required repair reserve.

Tax Escrows – On a monthly basis, the borrower is required to escrow 1/12th of the annual estimated tax payments payable during the next ensuing 12 months (initially approximately $31,056).

Insurance Escrows – On a monthly basis, except if the Downtown 33 Property is insured under an acceptable blanket policy, the borrower is required to escrow 1/12th of the annual estimated insurance payments (initially approximately $7,110). As of the origination of the Downtown 33 Mortgage Loan, an acceptable blanket policy was not in effect.

Replacement Reserves – On a monthly basis, the borrower is required to deposit approximately $2,508 into a reserve for replacements.

Rollover Reserves – On a monthly basis, the borrower is required to deposit approximately $6,269 for rollover reserves.

Lockbox and Cash Management. The Downtown 33 Mortgage Loan is structured with a hard lockbox and springing cash management. The borrower and the property manager are required to direct the tenants to pay gross revenues directly into the lockbox account, and to deposit any gross revenues otherwise received into such account within one business day after receipt. Prior to a Trigger Period (as defined below) all sums deposited into the lockbox account will be transferred into the borrower’s operating account, on a daily basis. Following a Trigger Period, any transfers to such operating account will cease and such sums on deposit in the lockbox account are required to be transferred on a daily basis to a cash management account controlled by the lender, to be applied, provided no event of default is continuing, to payment of all monthly amounts due under the Downtown 33 Mortgage Loan documents (including, without limitation, taxes and insurance, debt service and required reserves) and approved property operating expenses with any excess funds required to be deposited into an excess cash flow reserve account to be held as additional collateral for the Downtown 33 Mortgage Loan until the Trigger Period is cured, provided that to the extent that the borrower has incurred actual out of pocket lender-approved expenses to third parties in leasing space at the Downtown 33 Property pursuant to an accretive lease, and funds in the rollover reserve are insufficient to reimburse such expenses, the borrower will have the right to obtain reimbursement of such expenses from the excess cash flow reserve account.

A “Trigger Period” commences upon (i) the occurrence of an event of default under the Downtown 33 Mortgage Loan documents, (ii) the debt service coverage ratio being less than 1.20x as of the end of any calendar quarter, (iii) if the property manager is an affiliate of the borrower or guarantors and is subject to certain bankruptcy or insolvency events or (iv) if the borrower or each of the borrower’s general partner or managing members (each, an “SPC party”) is subject to certain bankruptcy or insolvency events. A Trigger Period will end with respect to (a) clause (i), if the cure of the event of default has been accepted by the lender, (b) clause (ii), if the debt service coverage ratio is greater than or equal to 1.20x as of the end of two consecutive calendar quarters, (c) clause (iii), if the property manager is replaced with a non-affiliated manager approved by the lender, and (d) clause (iv), if such Trigger Period is solely as a result of the filing of an involuntary petition, case or proceeding against the borrower with respect to which none of borrower or any SPC party solicited or actively facilitated the solicitation of petitioning creditors or consented to or otherwise joined in such involuntary petition, case or proceeding, upon the same being discharged or dismissed within 30 days of such filing.

Current Mezzanine or Secured Subordinate Indebtedness. None.

Permitted Future Mezzanine or Secured Subordinate Indebtedness. Not permitted.

Release of Collateral. Not permitted.

Ground Lease. The Downtown 33 Property has been leased to the IDA and subleased back to the borrower as described under “The Property” above.