Benchmark 2026-V21 Mortgage Trust

Current report (Form 8-K) · Jun 2, 2026 · Multiple disclosures including leadership change and acquisition or asset sale

Company

Documents

Primary topic

Leadership change

Filed

Jun 2, 2026

Filing summary Workforce analysis SEC documents(3)Filing text Exhibits(1)

Type

EX-4.1

File

exh4_1-5c9psa.htm

Document text
EX-4.1 · POOLING AND SERVICING AGREEMENT, DATED AS OF MAY 1, 2026 EX-4.1 2 exh4_1-5c9psa.htm POOLING AND SERVICING AGREEMENT, DATED AS OF MAY 1, 2026 Exhibit 4.1 EXECUTION VERSION WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC., as Depositor TRIMONT LLC, as Master Servicer RIALTO CAPITAL ADVISORS, LLC, as Special Servicer COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Certificate Administrator DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and PENTALPHA SURVEILLANCE LLC , as Operating Advisor and as Asset Representations Reviewer POOLING AND SERVICING AGREEMENT Dated as of May 1, 2026 Commercial Mortgage Pass-Through Certificates Series 2026-5C9 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Defined Terms 5 Section 1.02 Certain Calculations 119 ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Conveyance of Mortgage Loans 120 Section 2.02 Acceptance by Trustee 127 Section 2.03 Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties 132 Section 2.04 Execution of Certificates; Issuance of Lower-Tier Regular Interests 149 ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND Section 3.01 Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties 149 Section 3.02 Collection of Mortgage Loan Payments 157 Section 3.03 Collection of Taxes, Assessments and Similar Items; Servicing Accounts 163 Section 3.04 The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account 168 Section 3.05 Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account 174 Section 3.06 Investment of Funds in Collection Account, REO Accounts and Loss of Value Reserve Fund 185 Section 3.07 Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage 187 Section 3.08 Enforcement of Due-on-Sale Clauses; Assumption Agreements 192 Section 3.09 Realization Upon Defaulted Loans and Companion Loans 198 - i - Section 3.10 Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files 202 Section 3.11 Servicing Compensation 203 Section 3.12 Inspections; Collection of Financial Statements; Delivery of Reports 211 Section 3.13 Access to Certain Information 217 Section 3.14 Title to REO Property; REO Account 231 Section 3.15 Management of REO Property 233 Section 3.16 Sale of Defaulted Loans and REO Properties 235 Section 3.17 Additional Obligations of Master Servicer and Special Servicer 241 Section 3.18 Modifications, Waivers, Amendments and Consents. 244 Section 3.19 Transfer of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping; Asset Status Report 258 Section 3.20 Sub-Servicing Agreements 265 Section 3.21 Interest Reserve Account 268 Section 3.22 Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer 269 Section 3.23 Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party; Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Party 269 Section 3.24 Intercreditor Agreements 274 Section 3.25 Rating Agency Confirmation 276 Section 3.26 The Operating Advisor 278 Section 3.27 Companion Paying Agent 286 Section 3.28 Serviced Companion Noteholder Register 287 Section 3.29 Certain Matters Relating to the Whole Loans 287 Section 3.31 Resignation Upon Prohibited Risk Retention Affiliation 294 Section 3.32 Litigation Control 295 Section 3.33 Delivery of Excluded Information to the Certificate Administrator 299 ARTICLE IV DISTRIBUTIONS TO CERTIFICATEHOLDERS Section 4.01 Distributions of Available Funds 299 Section 4.02 Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney 310 Section 4.03 P&I Advances 316 Section 4.04 Allocation of Realized Losses 319 Section 4.05 Appraisal Reduction Amounts; Collateral Deficiency Amounts 320 Section 4.06 [Reserved] 325 Section 4.07 Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool 326 Section 4.08 Secure Data Room 329 - ii - ARTICLE V THE CERTIFICATES Section 5.01 The Certificates 330 Section 5.02 Form and Registration 331 Section 5.03 Registration of Transfer and Exchange of Certificates 333 Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates 341 Section 5.05 Persons Deemed Owners 342 Section 5.06 Access to List of Certificateholders’ Names and Addresses; Special Notices 342 Section 5.07 Maintenance of Office or Agency 343 Section 5.08 Appointment of Certificate Administrator 343 Section 5.09 [Reserved] 344 Section 5.10 Voting Procedures 344 ARTICLE VI THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING CERTIFICATEHOLDER and the risk retention consultation party Section 6.01 Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer 346 Section 6.02 Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer 351 Section 6.03 Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer 352 Section 6.04 Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others 353 Section 6.05 Depositor, Master Servicer and Special Servicer Not to Resign 359 Section 6.06 Rights of the Depositor in Respect of the Master Servicer and the Special Servicer 360 Section 6.07 The Master Servicer and the Special Servicer as Certificate Owners 360 Section 6.08 The Directing Certificateholder and the Risk Retention Consultation Party 360 Section 6.09 [Reserved]. 369 Section 6.10 Knowledge of Computershare Trust Company, National Association. 369 - iii - ARTICLE VII SERVICER TERMINATION EVENTS Section 7.01 Servicer Termination Events; Master Servicer and Special Servicer Termination 369 Section 7.02 Trustee to Act; Appointment of Successor. 378 Section 7.03 Notification to Certificateholders 380 Section 7.04 Waiver of Servicer Termination Events 380 Section 7.05 Trustee as Maker of Advances 380 ARTICLE VIII CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR Section 8.01 Duties of the Trustee and the Certificate Administrator 381 Section 8.02 Certain Matters Affecting the Trustee and the Certificate Administrator 382 Section 8.03 Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans 385 Section 8.04 Trustee or Certificate Administrator May Own Certificates 385 Section 8.05 Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator 385 Section 8.06 Eligibility Requirements for Trustee and Certificate Administrator 387 Section 8.07 Resignation and Removal of the Trustee and Certificate Administrator 388 Section 8.08 Successor Trustee or Certificate Administrator 390 Section 8.09 Merger or Consolidation of Trustee or Certificate Administrator 391 Section 8.10 Appointment of Co-Trustee or Separate Trustee 391 Section 8.11 Appointment of Custodians 392 Section 8.12 Appointment of Advancing Agent 392 Section 8.13 Representations and Warranties of the Trustee 393 Section 8.14 Provision of Information to Certificate Administrator, Master Servicer and Special Servicer 394 Section 8.15 Representations and Warranties of the Certificate Administrator 394 Section 8.16 Compliance with the PATRIOT Act 396 ARTICLE IX TERMINATION Section 9.01 Termination upon Repurchase or Liquidation of All Mortgage Loans 396 Section 9.02 Additional Termination Requirements 400 - iv - ARTICLE X ADDITIONAL REMIC PROVISIONS Section 10.01 REMIC Administration 400 Section 10.02 Use of Agents 404 Section 10.03 Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator 404 Section 10.04 Appointment of REMIC Administrators 405 ARTICLE XI EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE Section 11.01 Intent of the Parties; Reasonableness 406 Section 11.02 Succession; Subcontractors 406 Section 11.03 Filing Obligations 409 Section 11.04 Form 10-D and Form ABS-EE Filings 409 Section 11.05 Form 10-K Filings 414 Section 11.06 Sarbanes-Oxley Certification 416 Section 11.07 Form 8-K Filings 418 Section 11.08 Form 15 Filing 420 Section 11.09 Annual Compliance Statements 420 Section 11.10 Annual Reports on Assessment of Compliance with Servicing Criteria 422 Section 11.11 Annual Independent Public Accountants’ Attestation Report 424 Section 11.12 Indemnification 425 Section 11.13 Amendments 428 Section 11.14 Regulation AB Notices 428 Section 11.15 Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans 428 Section 11.16 Certain Matters Regarding Significant Obligors 434 Section 11.17 Impact of Cure Period 434 ARTICLE XII THE ASSET REPRESENTATIONS REVIEWER Section 12.01 Asset Review 434 Section 12.02 Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability 440 Section 12.03 Resignation of the Asset Representations Reviewer. 441 Section 12.04 Restrictions of the Asset Representations Reviewer 442 Section 12.05 Termination of the Asset Representations Reviewer 442 - v - ARTICLE XIII MISCELLANEOUS PROVISIONS Section 13.01 Amendment 445 Section 13.02 Recordation of Agreement; Counterparts 450 Section 13.03 Limitation on Rights of Certificateholders 451 Section 13.04 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial 452 Section 13.06 Severability of Provisions 462 Section 13.07 Grant of a Security Interest 462 Section 13.08 Successors and Assigns; Third Party Beneficiaries 462 Section 13.09 Article and Section Headings 463 Section 13.10 Notices to the Rating Agencies 463 Section 13.11 Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Mortgage Loan Agreements 464 EXHIBITS EXHIBIT A-1 Form of Certificate (Other than Class R Certificates) EXHIBIT A-2 Form of Class R Certificate EXHIBIT B Mortgage Loan Schedule EXHIBIT C Form of Investment Representation Letter EXHIBIT D-1 Form of Transferee Affidavit for Transfers of Class R Certificates EXHIBIT D-2 Form of Transferor Letter for Transfers of Class R Certificates EXHIBIT E Form of Request for Release EXHIBIT F-1 Form of ERISA Representation Letter Regarding ERISA Restricted Certificates EXHIBIT F-2 Form of ERISA Representation Letter Regarding Class R Certificates EXHIBIT G Form of Distribution Date Statement EXHIBIT H Form of Omnibus Assignment EXHIBIT I Form of Transfer Certificate for Rule 144A Book Entry Certificate to Temporary Regulation S Book Entry Certificate During Restricted Period EXHIBIT J Form of Transfer Certificate for Rule 144A Book Entry Certificate to Regulation S Book Entry Certificate After Restricted Period EXHIBIT K Form of Transfer Certificate for Temporary Regulation S Book Entry Certificate to Rule 144A Book Entry Certificate During Restricted Period EXHIBIT L Form of Transfer Certificate for Temporary Regulation S Book Entry Certificate to Regulation S Book Entry Certificate After Restricted Period EXHIBIT M Form of Transfer Certificate for Non Book Entry Certificate to Temporary Regulation S Book Entry Certificate EXHIBIT N Form of Transfer Certificate for Non Book Entry Certificate to Regulation S Book Entry Certificate EXHIBIT O Form of Transfer Certificate for Non Book Entry Certificate to Rule 144A Book Entry Certificate - vi - EXHIBIT P-1A Form of Investor Certification for Non Borrower Party and/or the Risk Retention Consultation Party (for Persons Other than the Directing Certificateholder and/or a Controlling Class Certificateholder) EXHIBIT P-1B Form of Investor Certification for Non Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder) EXHIBIT P-1C Form of Investor Certification for Borrower Party (for Persons Other than the Directing Certificateholder, the Risk Retention Consultation Party and/or a Controlling Class Certificateholder) EXHIBIT P-1D Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder) EXHIBIT P-1E Form of Notice of Excluded Controlling Class Holder EXHIBIT P-1F Form of Notice of [Excluded Loan][Excluded Controlling Class Holder] to Certificate Administrator EXHIBIT P-1G Form of Certification of the Directing Certificateholder EXHIBIT P-1H Form of Certification of the Risk Retention Consultation Party EXHIBIT P-2 Form of Certification for NRSROs EXHIBIT P-3 Online Market Data Provider Certification EXHIBIT Q Custodian Certification/Exception Report EXHIBIT R-1 Form of Power of Attorney by Trustee for Master Servicer EXHIBIT R-2 Form of Power of Attorney by Trustee for Special Servicer EXHIBIT S Initial Serviced Companion Noteholders EXHIBIT T Form of Notice for Non Serviced Mortgage Loan EXHIBIT U Form of Notice and Certification Regarding Defeasance of Mortgage Loan EXHIBIT V Form of Operating Advisor Annual Report EXHIBIT W Form of Notice from Operating Advisor Recommending Replacement of a Special Servicer EXHIBIT X Form of Confidentiality Agreement EXHIBIT Y Form Certification to be Provided with Form 10 K EXHIBIT Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator EXHIBIT Z-2 Form of Certification to be Provided to Depositor by Master Servicer EXHIBIT Z-3 Form of Certification to be Provided to Depositor by Special Servicer EXHIBIT Z-4 Form of Certification to be Provided to Depositor by Trustee EXHIBIT Z-5 Form of Certification to be Provided to Depositor by Operating Advisor EXHIBIT Z-6 Form of Certification to be Provided to Depositor by Custodian EXHIBIT Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer EXHIBIT AA Servicing Criteria to be Addressed in Assessment of Compliance EXHIBIT BB Additional Form 10 D Disclosure EXHIBIT CC Additional Form 10 K Disclosure EXHIBIT DD Form 8 K Disclosure Information EXHIBIT EE Additional Disclosure Notification EXHIBIT FF Initial Sub Servicers EXHIBIT GG Servicing Function Participants EXHIBIT HH Form of Annual Compliance Statement EXHIBIT II Form of Report on Assessment of Compliance with Servicing Criteria - vii - EXHIBIT JJ CREFC ® Payment Information EXHIBIT KK Form of Notice of Additional Indebtedness Notification EXHIBIT LL [Reserved] EXHIBIT MM Additional Disclosure Notification (Accounts) EXHIBIT NN Form of Notice of Purchase of Controlling Class Certificate EXHIBIT OO Form of Asset Review Report by the Asset Representations Reviewer EXHIBIT PP Form of Asset Review Report Summary EXHIBIT QQ Asset Review Procedures EXHIBIT RR Form of Certification to Certificate Administrator Requesting Access to Secure Data Room EXHIBIT SS Form of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger] EXHIBIT TT [Reserved]   SCHEDULES SCHEDULE 1 Mortgage Loans With Additional Debt SCHEDULE 2 Mortgage Loans With Escrows or Reserves Exceeding 10% of the Initial Principal Balance of the Mortgage Loan or (if applicable) Whole Loan   - viii - This Pooling and Servicing Agreement is dated and effective as of May 1, 2026, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. PRELIMINARY STATEMENT: The Depositor intends to sell commercial mortgage pass-through certificates (collectively, the “ Certificates ”), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunder, the primary assets of which will be a pool of commercial mortgage loans. As provided herein, the Certificate Administrator shall elect or shall cause an election to be made to treat designated portions of the Trust for federal income tax purposes as two (2) separate real estate mortgage investment conduits (the “ Upper-Tier REMIC ” and the “ Lower-Tier REMIC ”, and each a “ Trust REMIC ” as described herein). The Depositor intends to sell the Certificates to the Underwriters and the Initial Purchasers. LOWER-TIER REMIC The Lower-Tier REMIC will hold the Mortgage Loans and will issue the Class LA1, Class LA2, Class LA3, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF, Class LGRR, Class LHRR and Class LJRR Uncertificated Interests (the “ Lower-Tier Regular Interests ”), which will evidence the “regular interests” in the Lower-Tier REMIC created hereunder. The Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is the sole class of “residual interests” in the Lower-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates. The following table sets forth the Class designation, the initial Lower-Tier Principal Amounts and per annum rates of interest for the Lower-Tier Regular Interests and the Class LR Interest: Class Designation Interest Rate Original Lower-Tier Principal Amount Class LA1 &hairsp; (1) $5,383,000 Class LA2 &hairsp; (1) $76,585,000 Class LA3 &hairsp; (1) $351,987,000 Class LAS &hairsp; (1) $44,945,000 Class LB &hairsp; (1) $34,096,000 Class LC &hairsp; (1) $26,348,000 Class LD &hairsp; (1) $24,022,000 Class LE &hairsp; (1) $8,524,000 Class LF &hairsp; (1) $6,200,000 Class Designation Interest Rate Original Lower-Tier Principal Amount Class LGRR &hairsp; (1) $10,074,000 Class LHRR &hairsp; (1) $8,524,000 Class LJRR &hairsp; (1) $23,247,843 Class LR None &hairsp; (2) None (2) (1) The interest rate for each Class of Lower-Tier Regular Interests on any Distribution Date will be the Weighted Average Net Mortgage Rate for such Distribution Date. (2) The Class LR Interest (evidenced by the Class R Certificates) will not have a Certificate Balance or a Notional Amount, will not bear interest and will not be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges. Any Available Funds remaining in the Lower-Tier REMIC Distribution Account after distributing the Lower-Tier Distribution Amount will be deemed distributed to the Class LR Interest and shall be payable to the Holders of the Class R Certificates. UPPER-TIER REMIC The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G-RR, Class H-RR and Class J-RR Certificates, which will evidence the “regular interests” in the Upper-Tier REMIC created hereunder. Each such regular interest will be represented by, and have the same Pass-Through Rate and Certificate Balance or Notional Amount as, the Class of Certificates bearing the same Class designation as set forth in the chart below. The Upper-Tier REMIC will also issue the uncertificated Class UR Interest, which is the sole class of “residual interests” in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates. The Class R Certificates will not have a Certificate Balance or a Notional Amount, bear interest or be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges. Any Available Funds remaining in the Upper-Tier REMIC Distribution Account, after all required distributions under this Agreement have been made to each Class of Regular Certificates will be deemed distributed to the Class UR Interest and shall be payable to the Holders of the Class R Certificates. The following table (and related paragraphs) sets forth the Class designation, the approximate initial pass-through rate and the aggregate initial principal amount (the “ Original Certificate Balance ”) or Notional Amount (the “ Original Notional Amount ”), as applicable, for each Class of Regular Certificates: Class Designation Initial Pass-Through Rate (1) Original Certificate Balance or Original Notional Amount Class A-1 4.62700% $5,383,000 Class A-2 4.99700% $76,585,000 Class A-3 5.48600% $351,987,000 Class X-A 1.45549% $433,955,000 &hairsp; (2) Class X-B 0.96013% $105,389,000 &hairsp; (2) Class A-S 5.80200% $44,945,000 - 2 - Class Designation Initial Pass-Through Rate (1) Original Certificate Balance or Original Notional Amount Class B 6.10000% $34,096,000 Class C 5.74600%     $26,348,000 Class X-D 2.34454% $24,022,000 &hairsp; (2) Class X-E 2.34454% $8,524,000 &hairsp; (2) Class X-F 2.34454% $6,200,000 &hairsp; (2) Class D 4.50000% $24,022,000 Class E 4.50000%  $8,524,000 Class F 4.50000%  $6,200,000 Class G-RR 6.84454% $10,074,000 Class H-RR 6.84454% $8,524,000 Class J-RR 6.84454% $23,247,843 Class R None (3) N/A (3) (1) The Pass-Through Rate for each Class of Regular Certificates will be calculated in accordance with the definition of “Pass-Through Rate”. (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 Balance or be entitled to distributions of principal; rather, such Classes will accrue interest as provided herein on the Notional Amount thereof. (3) The Class R Certificates will not have a Certificate Balance or Notional Amount, bear interest or be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges. Any Available Funds remaining in the Upper-Tier REMIC Distribution Account, after all required distributions under this Agreement have been made to each Class of Regular Certificates will be deemed distributed to the Class UR Interest and shall be payable to the Holders of the Class R Certificates. The foregoing structure is intended to cause all of the cash flow from the Mortgage Loans to flow through to the Upper-Tier REMIC as cash flow on the Regular Certificates, without creating any shortfall, actual or potential (other than for credit losses), to any REMIC regular interests issued hereunder. To the extent that the structure is believed to diverge from such intention (without implying any duty of any such party to identify any such ambiguity), the party or parties identifying the subject defect or ambiguity shall notify the other parties hereto, whereupon the Depositor and the Certificate Administrator shall use commercially reasonable efforts to resolve the subject defect or ambiguity to accomplish the intended result and will to the extent necessary rectify any drafting errors or seek clarification to the structure without Certificateholder approval (but with guidance of counsel) to accomplish such intention, including, to the extent necessary, making any amendments in accordance with Section 13.01 of this Agreement. The other parties hereto agree to reasonably cooperate with the Depositor and the Certificate Administrator in connection with any amendment to this Agreement in furtherance of the foregoing. As of the close of business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due on or before such date, whether or not received, equal to $619,935,844. - 3 - WHOLE LOANS Loan No. Whole Loan Type Non-Serviced PSA/TSA Mortgage Loan Pari Passu Companion Loan(s) AB Subordinate Companion Loan(s) 1 Mall at Prince George’s Serviced N/A A-1, A-2 A-3, A-4, A-5 N/A 3 535 & 545 5th Avenue Non-Serviced BMARK 2026-V20 PSA A-8 A-1, A-2-1, A-2-2, A-3, A-4, A-5, A-6, A-7, A-9, A-10, A-11, A-12-1, A-12-2 N/A 8 Del Rey Campus Serviced N/A A-1 A-2, A-3, A-4 N/A 9 Mountain Industrial Portfolio Non-Serviced MTN 2026-LPFX TSA A-3-1-2, A-4-1-2 A-1-1, A-2-1, A-1-2, A-2-2, A-1-3, A-2-3, A-1-4, A-2-4, A-1-5, A-2-5, A-1-6, A-2-6, A-3-1-1, A-4-1-1, A-3-2-1, A-4-2-1, A-3-2-2, A-4-2-2, A-3-2-3, A-4-2-3, A-3-3, A-4-3, A-3-4, A-4-4, A-3-5, A-4-5, A-3-6, A-4-6 B-1-1, B-2-1. B-1-2, B-2-2, B-1-3, B-2-3, B-1-4, B-2-4, B-1-5, B-2-5, B-1-6, B-2-6 10 1500 Post Oak Boulevard Non-Serviced BANK5 2026-5YR21 PSA A-3 A-1, A-2, A-4 N/A 11 The Towers at Cupertino City Center Non-Serviced BBCMS 2026-5C41 PSA (1) A-1-3, A-2-2 A-1-1, A-1-2, A-2-1 N/A 14 ONX Industrial Campus Non-Serviced BMARK 2026-V22 PSA (2) A-4, A-5 A-1, A-2, A-3, A-6, A-7 N/A 20 Kirby Industrial Non-Serviced WFCM 2026-5C8 PSA A-5 A-1, A-2, A-3, A-4 N/A (1) On and after the date on which the securitization of Note A-1-1 is consummated, The Towers at Cupertino City Center Whole Loan will be serviced pursuant to the related Non-Serviced PSA governing the securitization of such Note A-1-1. (2) On and after the date on which the securitization of Note A-1 is consummated, the ONX Industrial Campus Whole Loan will be serviced pursuant to the related Non-Serviced PSA governing the securitization of such Note A-1. Each of the Whole Loans listed above consists of the corresponding Mortgage Loan and Companion Loan(s) listed next to such Whole Loan. With respect to any Whole Loan, each of the Mortgage Loan and the Pari Passu Companion Loan(s) are pari passu with each other to the extent provided in the related Intercreditor Agreement, and any AB Subordinate Companion Loan(s) is generally subordinate to the related Mortgage Loan and any Pari Passu Companion Loan(s) to the extent provided in the related Intercreditor Agreement. Each Serviced Whole Loan will be serviced and administered in accordance with this Agreement and the related Intercreditor Agreement. Each Non-Serviced Whole Loan will be serviced and administered in accordance with the related Non-Serviced PSA and the related Intercreditor Agreement. The Companion Loans are not part of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage Loan that is part of the Trust Fund. Amounts attributable to any Companion Loan will not be part of the Trust Fund, and (except to - 4 - the extent that such amounts are payable or reimbursable to any party to this Agreement) will be owned by the related Companion Holders. In consideration of the mutual agreements herein contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01         Defined Terms . Whenever used in this Agreement, including in the Preliminary Statement, the following capitalized terms, unless the context otherwise requires, shall have the meanings specified in this Article. “ 10-K Filing Deadline ”: As defined in Section 11.05(a) . “ 15Ga-1 Notice ”: As defined in Section 2.02(g) . “ 15Ga-1 Repurchase Request ”: As defined in Section 2.02(g) . “ 17g-5 Information Provider ”: The Certificate Administrator. “ 17g-5 Information Provider’s Website ”: The 17g-5 Information Provider’s Internet website, which shall initially be located within the Certificate Administrator’s Website (initially “www.ctslink.com”), under the “NRSRO” tab on the page relating to this transaction. “ 30/360 Mortgage Loans ”: The Mortgage Loans indicated as such in the Mortgage Loan Schedule. “ AB Control Appraisal Period ”: With respect to a Serviced AB Whole Loan, a “Control Appraisal Period” or equivalent term under the related AB Intercreditor Agreement. “ AB Intercreditor Agreement ”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of the related Mortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the same may be further amended in accordance with the terms thereof. “ AB Modified Loan ”: Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Non-Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant to the related Non-Serviced PSA) due to a modification thereto that resulted in the creation of an A/B note structure (or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was previously part of either an A note held by the Trust or the original unmodified Mortgage Loan and (2) as to which an Appraisal Reduction Amount is not in effect. “ AB Mortgage Loan ”: One or more senior “A notes” that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the Trust Fund. As of the Closing Date, the Mountain Industrial Portfolio Mortgage Loan is an AB Mortgage Loan. - 5 - “ AB Mortgaged Property ”: The Mortgaged Property which secures the related AB Whole Loan. “ AB Subordinate Companion Loan ”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the related Intercreditor Agreement. “ AB Whole Loan ”: A Whole Loan that consists of a Mortgage Loan and one or more related AB Subordinate Companion Loans and, in some cases, one or more related Pari Passu Companion Loans. As of the Closing Date, the Mountain Industrial Portfolio Whole Loan is an AB Whole Loan. “ Accelerated Mezzanine Loan Lender ”: A mezzanine lender under a mezzanine loan that has been accelerated or as to which foreclosure or enforcement proceedings have been commenced against the equity collateral pledged to secure such mezzanine loan. “ Acceptable Insurance Default ”: With respect to any Serviced Mortgage Loan or Serviced Whole Loan, a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each case as to which default the Master Servicer and the Special Servicer may forbear taking any enforcement action, provided that the Master Servicer (with respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect to a Specially Serviced Loan), as applicable, has determined in its reasonable judgment, based on inquiry consistent with the Servicing Standard (and (i) unless a Control Termination Event has occurred and is continuing, with the consent of the Directing Certificateholder and (ii) with respect to a Specially Serviced Loan, after non-binding consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a) (in either case, (other than with respect to any Mortgage Loan that is an Excluded Loan)) (and after a Control Termination Event has occurred and is continuing, but prior to the occurrence and continuance of a Consultation Termination Event, after non-binding consultation with the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, if an AB Control Appraisal Period is not in effect, with the consent of the related Serviced AB Whole Loan Controlling Holder to the extent required under the related Intercreditor Agreement), as provided in Section 6.08) (other than with respect to any Mortgage Loan that is an Excluded Loan), that either (a) such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located, or (b) such insurance is not available at any rate; provided , however , that the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, the Serviced AB Whole Loan Controlling Holder if an AB Control Appraisal Period is not in effect to the extent required under the related Intercreditor Agreement) and the Risk - 6 - Retention Consultation Party (if it has the right to consult pursuant to Section 6.08) will not have more than thirty (30) days to respond to the Master Servicer’s or the Special Servicer’s, as applicable, request for such consent or consultation, as applicable; provided , further , that upon the Master Servicer’s or the Special Servicer’s, as applicable, determination consistent with the Servicing Standard, that exigent circumstances do not allow the Master Servicer or the Special Servicer, as applicable, to consult with the Directing Certificateholder, the Risk Retention Consultation Party or any applicable Serviced AB Whole Loan Controlling Holder, as applicable, the Master Servicer or the Special Servicer, as applicable, is not required to do so. The Master Servicer (at its own expense) and the Special Servicer (at the expense of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations described above. “ Act ”: The Securities Act of 1933, as it may be amended from time to time. “ Actual/360 Basis ”: Interest accrual on the basis of the actual number of days in a month assuming a 360-day year. “ Actual/360 Mortgage Loans ”: The Mortgage Loans that accrue interest on an Actual/360 Basis; provided , that a Mortgage Loan that accrues interest for a portion of the Mortgage Loan term on an Actual/360 Basis shall be an Actual/360 Mortgage Loan solely for such portion of the Mortgage Loan term. “ Additional Debt ”: With respect to any Mortgage Loan, any debt owed by the related Mortgagor to a party other than the lender under such Mortgage Loan that is secured by the related Mortgaged Property as of the Closing Date as set forth on Schedule 1 hereto, as increased or decreased from time to time pursuant to the terms of the related subordinate or pari passu loan documents (including any Intercreditor Agreement or subordination agreement). “ Additional Disclosure Notification ”: The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information which is attached hereto as Exhibit EE . “ Additional Exclusions ”: Exclusions in addition to those customarily found in the insurance policies for mortgaged properties similar to the Mortgaged Properties on or prior to September 11, 2001. “ Additional Form 10-D Disclosure ”: As defined in Section 11.04(a) . “ Additional Form 10-K Disclosure ”: As defined in Section 11.05(a) . “ Additional Servicer ”: Each Affiliate of the Master Servicer, the Special Servicer or any Mortgage Loan Seller that services any of the Mortgage Loans and each Person who is not an Affiliate of the Master Servicer, other than the Special Servicer, who services 10% or more of the Mortgage Loans by unpaid principal balance as of any date of determination pursuant to Article XI , which, for the avoidance of doubt will include any Advancing Agent appointed by the Trustee as a back-up liquidity provider pursuant to Section 8.12 . “ Administrative Fee Rate ”: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to the sum of the Servicing Fee Rate, the Certificate - 7 - Administrator Fee Rate (which fee rate accounts for the Trustee Fee), the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC ® Intellectual Property Royalty License Fee Rate and, in the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate. “ Advance ”: Any P&I Advance or Servicing Advance. “ Advancing Agent ”: Any advancing agent or similar entity appointed pursuant to Section 8.12 of this Agreement. “ Adverse REMIC Event ”: As defined in Section 10.01(f) . “ Affected Party ”: As defined in Section 7.01(b) . “ Affected Reporting Party ”: As defined in Section 11.12 . “ Affiliate ”: With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing. “ Affirmative Asset Review Vote ”: As defined in Section 12.01(a) . “ Agreement ”: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto. “ Applicable Advancing Agent Ratings ”: With respect to any entity, (A) a rating on its long-term senior unsecured debt or an issuer default rating of at least “A” by Fitch or a short-term rating of at least “F1” by Fitch and (B) a rating on its long-term senior unsecured debt or a long-term issuer rating of at least “A2” by Moody’s or a long-term counterparty risk assessment of at least “A2(cr)” by Moody’s. “ Applicable Fitch Permitted Investment Rating ”: (A) In the case of such investments with maturities of thirty (30) days or less, the short-term debt obligations of which are rated at least “F1” by Fitch or the long-term debt obligations of which are rated at least “A” by Fitch, and (B) in the case of such investments with maturities of more than thirty (30) days, the short-term obligations of which are rated at least “F1+” by Fitch or the long-term obligations of which are rated at least “AA-” by Fitch. “ Applicable KBRA Permitted Investment Rating ”: (A) In the case of such investments with maturities of ninety (90) days or less, the short-term debt obligations of which are rated at least “K3” or the long-term obligations of which are rated at least “BBB-” and (B) in the case of such investments with maturities greater than ninety (90) days but not more than one year, the short-term debt obligations of which are rated at least “K1” or the long-term obligations of which are rated at least “A-” (or, in each case, if not then rated by KBRA, an equivalent or higher rating assigned by another NRSRO). - 8 - “ Applicable Laws ”: As defined in Section 8.16 . “ Applicable Moody’s Permitted Investment Rating ”: in the case of such investments, the short-term debt obligations of which are rated at least “P-1” by Moody’s or the long-term debt obligations of which are rated at least “A2” by Moody’s. “ Applicable State and Local Tax Law ”: For purposes hereof, the Applicable State and Local Tax Law shall be (a) the tax laws of the State of New York; and (b) such other state or local tax laws whose applicability shall have been brought to the attention of the Trustee and the Certificate Administrator by either (i) an Opinion of Counsel delivered to it, or (ii) written notice from the appropriate taxing authority as to the applicability of such state or local tax laws. “ Appraisal ”: An appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property is located and which satisfies the Interagency Appraisal and Evaluation Guidelines jointly issued by The Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC), and the National Credit Union Administration (NCUA) relating to real estate appraisals and evaluations used to support real estate-related financial transactions, as amended from time to time. Any Appraisal ordered by the Master Servicer or Special Servicer shall be performed by an Independent MAI-designated appraiser. “ Appraisal Reduction Amount ”: For any Distribution Date and for any Serviced Mortgage Loan, Serviced Companion Loan or any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Special Servicer (and, prior to the occurrence and continuance of a Consultation Termination Event, in consultation with the Directing Certificateholder (except in the case of an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class), and, after the occurrence and during the continuance of a Control Termination Event, in consultation with the Directing Certificateholder (except with respect to an Excluded Loan) and the Operating Advisor and, after the occurrence and during the continuance of a Consultation Termination Event, in consultation with the Operating Advisor), as of the first Determination Date that is at least ten (10) Business Days following the date on which the Special Servicer receives an Appraisal (together with information requested by the Special Servicer from the Master Servicer in accordance with this Agreement that is in the possession of the Master Servicer and reasonably necessary to calculate the Appraisal Reduction Amount) or conducts a valuation as described below, equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance of the applicable Serviced Whole Loan over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined (1) by one or more Appraisals obtained by the Special Servicer with respect to that Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the Master Servicer as an Advance) or (2) by an internal valuation performed by the Special Servicer (or at the Special Servicer’s election, by one or more MAI appraisals obtained by the Special Servicer) with respect to any Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments as the Special Servicer may make (without implying any obligation to do - 9 - so) based upon its review of the Appraisals and any other information it deems relevant; and (B) all escrows, letters of credit and reserves in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation over (ii) the sum of, as of the Due Date occurring in the month of the date of determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and, with respect to any Serviced AB Whole Loan, any accrued and unpaid interest on the related AB Subordinate Companion Loan, as applicable), (B) all P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable, and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C) all currently due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer, the Special Servicer or the Trustee, as applicable); provided , however , that without limiting the Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if the Special Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred to above within sixty (60) days of the Appraisal Reduction Event, the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time as such appraisal or valuation referred to above is received (together with information reasonably requested by the Special Servicer from the Master Servicer in accordance with Section 4.05 of this Agreement that is in the possession of the Master Servicer and reasonably necessary to calculate the Appraisal Reduction Amount) or performed by the Special Servicer and the Appraisal Reduction Amount is calculated by the Special Servicer as of the first Determination Date that is at least ten (10) Business Days after the Special Servicer’s receipt of such Appraisal or the completion of the valuation and receipt of information requested by the Special Servicer from the Master Servicer that is in the Master Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount. Within sixty (60) days after the Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of which shall be paid by the Master Servicer as a Servicing Advance); provided , further , however , that with respect to an Appraisal Reduction Event as set forth in clause (i) of the definition of Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such Appraisal within the one hundred twenty (120) day period set forth in such clause (i) , and with respect to an Appraisal Reduction Event as set forth in clause (vi) of the definition of Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such Appraisal within the ninety (90) day period or one hundred twenty (120) day period, as applicable, set forth in such clause (vi) ; provided , further , that in no event shall the Special Servicer be required to obtain any such Appraisal prior to the conclusion of such sixty (60), ninety (90) or one hundred twenty (120) day period, as applicable and, in each case, the related Appraisal shall be promptly delivered in electronic format by the Special Servicer to the Master Servicer and the Directing Certificateholder (but in the case of the Directing Certificateholder, only prior to the occurrence and continuance of a Consultation Termination Event and other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class), the - 10 - Certificate Administrator and the Trustee. In connection with any Appraisal Reduction Amount, the Master Servicer shall use reasonable efforts to provide the Special Servicer with the information as set forth in Section 4.05(c) within five (5) Business Days of its receipt of any such request. The Master Servicer shall not calculate Appraisal Reduction Amounts. With respect to any Appraisal Reduction Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section 4.05(a) , the Appraised Value for the related Mortgaged Property determined in connection with clause (b)(i)(A)(1) or clause (b)(i)(A)(2) of the first paragraph of this definition shall be determined on an “as-is” basis. Notwithstanding anything herein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan or the related REO Property will be reduced to zero as of the date on which Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust or as otherwise set forth in Section 4.05(d) . Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan and allocable to the related Non-Serviced Mortgage Loan shall be calculated by the applicable party under, and in accordance with and pursuant to the terms of, the applicable Non-Serviced PSA and shall constitute an “Appraisal Reduction Amount” under the terms of this Agreement with respect to such Non-Serviced Mortgage Loan and the Master Servicer, the Special Servicer and the Certificate Administrator are entitled to conclusively rely on such calculation. “ Appraisal Reduction Event ”: With respect to any Serviced Mortgage Loan, Serviced Companion Loan and Serviced Whole Loan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard to the application of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, (ii) the date on which a reduction in the amount of Periodic Payments on such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, or a change in any other material economic term of such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable (other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, by the Special Servicer, (iii) thirty (30) days after the date on which a receiver has been appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor or the tenant at a single tenant property declares bankruptcy (and the bankruptcy petition is not otherwise dismissed within such time), (v) sixty (60) days after the date on which an involuntary petition of bankruptcy is filed with respect to a Mortgagor if not dismissed within such time, (vi) ninety (90) days after an uncured delinquency occurs in respect of a Balloon Payment with respect to such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, except where a refinancing or sale is anticipated within one hundred twenty (120) days after the Maturity Date of the Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, in which case one hundred twenty (120) days after such uncured delinquency, and (vii) immediately after such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, becomes an REO Loan; provided that the thirty (30) day period referenced in clause (iii) and clause (iv) shall not apply if the related Mortgage Loan is a Specially Serviced Loan; provided , further , however , that an Appraisal Reduction Event shall not occur at any time when the aggregate Certificate Balances of - 11 - all Classes of Subordinate Certificates have been reduced to zero. The Special Servicer shall notify the Master Servicer, the Directing Certificateholder, the Operating Advisor, the Other Servicer and the Other Trustee, if applicable, or the Master Servicer shall notify the Special Servicer, the Operating Advisor, the Other Servicer and the Other Trustee as applicable, promptly upon such Person having notice or knowledge of the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05 . “ Appraisal Review Period ”: As defined in Section 4.05(b)(ii) . “ Appraised-Out Class ”: As defined in Section 4.05(b)(i) . “ Appraised Value ”: (i) With respect to any Mortgaged Property, the appraised value thereof as determined by the most recent Appraisal of the Mortgaged Property securing the related Mortgage Loan, Serviced Whole Loan, or Serviced AB Whole Loan, as applicable and (ii) with respect to a Non-Serviced Mortgaged Property, the appraised value allocable thereto, as determined pursuant to the applicable Non-Serviced PSA. “ Arbitration Rules ”: As defined in Section 2.03(n)(i) . “ Arbitration Services Provider ”: As defined in Section 2.03(n)(i) . “ ASR Consultation Process ”: As defined in Section 3.19(d) . “ Asset Representations Reviewer ”: Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors-in-interest. “ Asset Representations Reviewer Asset Review Fee ”: As defined in Section 12.02(b) . “ Asset Representations Reviewer Fee ”: As defined in Section 12.02(a) . “ Asset Representations Reviewer Fee Rate ”: As defined in Section 12.02(a) . “ Asset Representations Reviewer Termination Event ”: As defined in Section 12.05(a) . “ Asset Representations Reviewer Upfront Fee ”: As defined in Section 12.02(a) . “ Asset Review ”: A review of the compliance of each Delinquent Loan with certain representations and warranties of the applicable Mortgage Loan Seller, in accordance with the Asset Review Standard and the procedures set forth on Exhibit QQ hereto. “ Asset Review Notice ”: As defined in Section 12.01(a) . “ Asset Review Quorum ”: In connection with any solicitation of votes to authorize an Asset Review as described in Section 12.01(a) , the Certificateholders evidencing at least 5% of the aggregate Voting Rights represented by all of the Certificates that have Voting Rights. - 12 - “ Asset Review Report ”: As defined in Section 12.01(b)(viii) , a report setting forth the findings and conclusions of an Asset Review substantially in the form attached hereto as Exhibit OO . “ Asset Review Report Summary ”: As defined in Section 12.01(b)(viii) , a summary report setting forth the conclusions of an Asset Review Report substantially in the form attached hereto as Exhibit PP . “ Asset Review Standard ”: The performance by the Asset Representations Reviewer of its duties under this Agreement in good faith subject to the express terms of this Agreement. All determinations or assumptions made by the Asset Representations Reviewer in connection with an Asset Review shall be made in the Asset Representations Reviewer’s good faith discretion and judgment based on the facts and circumstances known to it at the time of such determination or assumption. “ Asset Review Trigger ”: Any time when either (1) Mortgage Loans with an aggregate outstanding principal balance of 25.0% or more of the aggregate outstanding principal balance of all of the Mortgage Loans (including any successor REO Loans (or a portion of any REO Loan corresponding to the predecessor Mortgage Loan, in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period are Delinquent Loans or (2) (A) prior to and including the second (2nd) anniversary of the Closing Date, at least ten (10) Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 15% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any successor REO Loans (or a portion of any REO Loan corresponding to the predecessor Mortgage Loan, in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period, or (B) after the second (2nd) anniversary of the Closing Date, at least fifteen (15) Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any successor REO Loans (or a portion of any REO Loan corresponding to the predecessor Mortgage Loan, in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period. “ Asset Review Vote Election ”: As defined in Section 12.01(a) . “ Asset Status Report ”: As defined in Section 3.19(d) . “ Assignment ” and “ Assignments ”: Each as defined in Section 2.01(c) . “ Assignment of Leases ”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar instrument executed by the Mortgagor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or disposition of all or a portion of such Mortgaged Property, in the form which was duly executed, acknowledged and delivered, as amended, modified, renewed or extended through the date hereof and from time to time hereafter. “ Assignment of Mortgage ”: With respect to any Mortgaged Property, an assignment of Mortgage without recourse, notice of transfer or equivalent instrument, in - 13 - recordable form, which is sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to reflect of record the assignment of the Mortgage, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering Mortgages encumbering Mortgaged Properties located in the same jurisdiction, if permitted by law and acceptable for recording. “ Assumed Scheduled Payment ”: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) that is delinquent in respect of its Balloon Payment or any REO Loan (excluding, for purposes of determining or making P&I Advances, the portion allocable to any related Companion Loan), an amount equal to the sum of (a) the principal portion of the Periodic Payment that would have been due on such Mortgage Loan or REO Loan on the related Due Date based on the constant payment required by the related Mortgage Note or the original amortization schedule of such Mortgage Loan (as calculated with interest at the related Mortgage Rate), if applicable, assuming such Balloon Payment has not become due, after giving effect to any reduction in the principal balance thereof occurring in connection with a modification of such Mortgage Loan in connection with a default or bankruptcy (or similar proceeding), and (b) interest on the Stated Principal Balance of such Mortgage Loan or REO Loan (excluding, for purposes of determining P&I Advances, the portion allocable to any related Companion Loan) at the applicable Mortgage Rate (net of interest at the Servicing Fee Rate and the related Non-Serviced Primary Servicing Fee Rate, if applicable). “ Authenticating Agent ”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating Agent pursuant to Section 5.02(a) , in each case in its capacity as authenticating agent, or if any successor authenticating agent is appointed pursuant to Section 5.02(a) , such successor authenticating agent. “ Available Funds ”: With respect to any Distribution Date, an amount equal to the sum of (without duplication): (a)                the aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent received by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor Agreement) (including the portion of Loss of Value Payments deposited into a Collection Account pursuant to Section 3.05(g) of this Agreement) and any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited by the Master Servicer pursuant to Section 3.17(a) ) on deposit in the Collection Account (in each case, exclusive of any amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the Serviced Companion Noteholders) as of the close of business on the related P&I Advance Date, exclusive of (without duplication): (i) &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;all Periodic Payments paid by the Mortgagors of a Mortgage Loan that are due on a Due Date following the end of the related Collection Period, excluding interest relating to payments prior to, but due after, the Cut-off Date; (ii) &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;all unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following the related Due Date for the - 14 - related Mortgage Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds and other unscheduled recoveries, in each case, received subsequent to the related Determination Date (or, with respect to voluntary Principal Prepayments for each Mortgage Loan with a Due Date occurring after the related Determination Date, subsequent to the related Due Date) allocable to the Mortgage Loans; (iii) &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;(A) all amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (xx) , inclusive, and (xxiii) of Section 3.05(a) ; (B) all amounts payable or reimbursable to any Person from the Lower-Tier REMIC Distribution Account pursuant to clauses (ii) through (vii) , inclusive, of Section 3.05(b) ; and (C) any Net Investment Earnings contained therein; (iv) &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;with respect to the Actual/360 Mortgage Loans and any Distribution Date occurring in (1) each February or (2) any January in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), an amount equal to one (1) day of interest on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month preceding the month in which such Distribution Date occurs at the related Mortgage Rate to the extent such amounts are Withheld Amounts; (v) &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;[reserved]; (vi) &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;all Prepayment Premiums and Yield Maintenance Charges allocable to the Mortgage Loans; (vii) &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;all amounts deposited in the Collection Account in error; and (viii) &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;any Penalty Charges allocable to the Mortgage Loans; (b)                if and to the extent not already included in clause (a) , the aggregate amount transferred from the REO Accounts allocable to the Mortgage Loans to the Collection Account for such Distribution Date pursuant to Section 3.14(c) if received by the Master Servicer on or prior to the related Determination Date; (c)                the aggregate amount of any Compensating Interest Payments made by the Master Servicer in respect of the Mortgage Loans with respect to such Distribution Date and P&I Advances made by the Master Servicers or the Trustee, as applicable, with respect to the Mortgage Loan and the Distribution Date (net of the related Certificate Administrator Fee, Operating Advisor Fee, Asset Representations Reviewer Fee, and CREFC ® Intellectual Property Royalty License Fee with respect to the Mortgage Loans for which such P&I Advances are made) pursuant to Section 4.03 or Section 7.05 ; and (d)                with respect to each Actual/360 Mortgage Loan and any Distribution Date occurring in each March (or February, if the related Distribution Date is the final Distribution Date), the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account pursuant to Section 3.21(b) . - 15 - Notwithstanding the investment of funds held in the Collection Account pursuant to Section 3.06 , for purposes of calculating the Available Funds, the amounts so invested shall be deemed to remain on deposit in such accounts. “ Balloon Mortgage Loan ”: Any Mortgage Loan or Companion Loan that by its original terms or by virtue of any modification entered into as of the Closing Date provides for an amortization schedule for such Mortgage Loan or Companion Loan extending beyond its Maturity Date. “ Balloon Payment ”: With respect to any Balloon Mortgage Loan, as of any date of determination, the Periodic Payment payable on the Maturity Date of such Balloon Mortgage Loan. “ Bankruptcy Code ”: The federal bankruptcy code, as amended from time to time (Title 11 of the United States Code). “ Base Interest Fraction ”: As defined in Section 4.01(e) . “ Book-Entry Certificate ”: Any Certificate registered in the name of the Depository or its nominee. “ Borrower Party ”: A borrower, a Mortgagor, a manager of a Mortgaged Property, an Accelerated Mezzanine Loan Lender, or any Borrower Party Affiliate. “ Borrower Party Affiliate ”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine Loan Lender, (a) any other Person controlling or controlled by or under common control with such borrower, Mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, Mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing. “ Borrower-Related Party ”: As defined in Section 3.32 . “ Breach ”: With respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in Section 4(b) of the related Mortgage Loan Purchase Agreement. “ Business Day ”: Any day other than a Saturday, a Sunday or a day on which banking institutions in Georgia, Florida, Kansas, North Carolina, Pennsylvania, New York or any of the jurisdictions in which the respective primary servicing offices of the Master Servicer or the Special Servicer or the Corporate Trust Office of the Trustee or the Certificate Administrator are located, or the New York Stock Exchange or the Federal Reserve System of the United States of America are authorized or obligated by law or executive order to remain closed. - 16 - “ CERCLA ”: The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. “ Certificate ”: Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2026-5C9, as executed and delivered by the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent. “ Certificate Administrator ”: Computershare Trust Company, National Association, in its capacity as certificate administrator, or if any successor certificate administrator is appointed thereto pursuant to Section 5.08 or any successor certificate administrator appointed hereunder. Computershare Trust Company, National Association shall perform the certificate administrator role through its Corporate Trust Services division, including, as applicable, any agents or affiliates utilized thereby. “ Certificate Administrator Fee ”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s activities under this Agreement; provided that the Certificate Administrator Fee includes the Trustee Fee, and the Certificate Administrator shall pay the Trustee Fee to the Trustee. “ Certificate Administrator Fee Rate ”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.01520% per annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated on the related Mortgage Loan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding Distribution Date. The Certificate Administrator Fee includes the Trustee Fee. “ Certificate Administrator’s Website ”: The Certificate Administrator’s Internet website, which shall initially be located at “www.ctslink.com”. “ Certificate Balance ”: With respect to any Class of Principal Balance Certificates, (i) on or prior to the first Distribution Date, an amount equal to the Original Certificate Balance of such Class of Principal Balance Certificates as specified in the Preliminary Statement hereto and (ii) as of any date of determination after the first Distribution Date, the Certificate Balance of such Class of Principal Balance Certificates on the Distribution Date immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii) ). “ Certificate Factor ”: With respect to any Class of Certificates (other than the Class R Certificates), as of any date of determination, a fraction, expressed as a decimal carried to at least eight (8) places, the numerator of which is the then-related Certificate Balance or Notional Amount, and the denominator of which is the related Original Certificate Balance. “ Certificate Owner ”: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage firm for which a Depository Participant acts as agent. “ Certificate Register ” and “ Certificate Registrar ”: The register maintained and registrar appointed pursuant to Section 5.03(a) . - 17 - “ Certificateholder ” or “ Holder ”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial owner thereof; provided , however , that solely for the purposes of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed not to be outstanding and any Class G-RR, Class H-RR or Class J-RR Certificate registered in the name of or beneficially owned by the Holder of the VRR Interest shall be deemed not to be outstanding ( provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded Controlling Class Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect to any related Excluded Controlling Class Loan; and provided , further , that any Controlling Class Certificates owned by a Special Servicer or an Affiliate thereof shall not be deemed to be outstanding as to the Special Servicer or such Affiliate solely with respect to any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take any such action has been obtained; provided , however , that the foregoing restrictions shall not apply in the case of the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such Persons unless such consent, approval or waiver sought from such party would in any way increase its compensation or limit its obligations in the named capacities hereunder or waive a Servicer Termination Event or trigger an Asset Review (with respect to an Asset Review and any Mortgage Loan Seller, solely with respect to any related Mortgage Loan subject to the Asset Review); provided , further , that so long as there is no Servicer Termination Event with respect to the Master Servicer or the Special Servicer, as applicable, the Master Servicer and the Special Servicer or any such Affiliate thereof shall be entitled to exercise such Voting Rights with respect to any issue which could reasonably be believed to adversely affect such party’s compensation or increase its obligations or liabilities hereunder; and provided , further , that such restrictions shall not apply to (i) the exercise of the Special Servicer’s, the Master Servicer’s or any Mortgage Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling Class or (ii) any Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator that has provided an Investor Certification in which it has certified as to the existence of certain policies and procedures restricting the flow of information between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable. The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate of the Master Servicer, the Special Servicer or the Depositor in determining whether a Certificate is registered in the name of an Affiliate of such Person. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository Participants, except as otherwise specified herein; provided , however , that the parties hereto shall recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register. The Trustee shall be the Holder of the Lower-Tier Regular Interests for the benefit of the Certificateholders. “ Certificateholder Quorum ”: The Holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the application of Realized Losses and, other - 18 - than with respect to the termination of the Asset Representations Reviewer, the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal Balance Certificates on an aggregate basis. “ Certificateholder Repurchase Request ”: As defined in Section 2.03(k)(i) . “ Certification Parties ”: As defined in Section 11.06 . “ Certification Party ”: Any one of the Certification Parties. “ Certifying Person ”: As defined in Section 11.06 . “ Certifying Servicer ”: As defined in Section 11.09 . “ Class ”: With respect to any Certificates, all of the Certificates bearing the same alphabetical (and, if applicable, alphanumeric) Class designation. Each designated Lower-Tier Regular Interest shall be a Class. “ Class A Certificate ”: Any Class A-1, Class A-2, Class A-3 and Class A-S Certificate. “ Class A-1 Certificate ”: A Certificate designated as “Class A-1” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions. “ Class A-1 Pass-Through Rate ”: With respect to any Distribution Date, a per annum rate equal to 4.62700%. “ Class A-2 Certificate ”: A Certificate designated as “Class A-2” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions. “ Class A-2 Pass-Through Rate ”: With respect to any Distribution Date, a per annum rate equal to 4.99700%. “ Class A-3 Certificate ”: A Certificate designated as “Class A-3” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions. “ Class A-3 Pass-Through Rate ”: With respect to any Distribution Date, a per annum rate equal to 5.48600%. “ Class A-S Certificate ”: A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions. - 19 - “ Class A-S Pass-Through Rate ”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 5.80200% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date. “ Class B Certificate ”: A Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions. “ Class B Pass-Through Rate ”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 6.10000% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date. “ Class C Certificate ”: A Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions. “ Class C Pass-Through Rate ”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 5.74600% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date. “ Class D Certificate ”: A Certificate designated as “Class D” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC. “ Class D Pass-Through Rate ”: With respect to any Distribution Date, a per annum rate equal to 4.50000%. “ Class E Certificate ”: A Certificate designated as “Class E” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC. “ Class E Pass-Through Rate ”: With respect to any Distribution Date, a per annum rate equal to 4.50000%. “ Class F Certificate ”: A Certificate designated as “Class F” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC. “ Class F Pass-Through Rate ”: With respect to any Distribution Date, a per annum rate equal to 4.50000%. “ Class G-RR Certificate ”: A Certificate designated as “Class G-RR” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC. “ Class G-RR Pass-Through Rate ”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date. “ Class H-RR Certificate ”: A Certificate designated as “Class H-RR” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC. - 20 - “ Class H-RR Pass-Through Rate ”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date. “ Class J-RR Certificate ”: A Certificate designated as “Class J-RR” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC. “ Class J-RR Pass-Through Rate ”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date. “ Class LA1 Uncertificated Interest ”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. “ Class LA2 Uncertificated Interest ”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. “ Class LA3 Uncertificated Interest ”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. “ Class LAS Uncertificated Interest ”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. “ Class LB Uncertificated Interest ”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. “ Class LC Uncertificated Interest ”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. “ Class LD Uncertificated Interest ”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. “ Class LE Uncertificated Interest ”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original - 21 - Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. “ Class LF Uncertificated Interest ”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. “ Class LGRR Uncertificated Interest ”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. “ Class LHRR Uncertificated Interest ”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. “ Class LJRR Uncertificated Interest ”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. “ Class LR Interest ”: The uncertificated residual interest in the Lower-Tier REMIC represented by the Class R Certificates. “ Class R Certificate ”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-2 hereto, and evidencing the sole class of “residual interests” in each Trust REMIC. “ Class UR Interest ”: The uncertificated residual interest in the Upper-Tier REMIC represented by the Class R Certificates. “ Class X Certificates ”: The Class X-A, Class X-B, Class X-D, Class X-E or Class X-F Certificates, as the context may require. “ Class X-A Certificate ”: A Certificate designated as “Class X-A” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC. “ Class X-A Notional Amount ”: As of any date of determination, the aggregate of the Certificate Balances of the Class A-1, Class A-2 and Class A-3 Certificates. “ Class X-A Pass-Through Rate ”: With respect to Distribution Date, the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates of the Class A Certificates (other than the Class A-S Certificates) for such Distribution Date, weighted on the basis of their respective Certificate Balances or Notional Amounts immediately prior to the Distribution Date. The Pass-Through Rate - 22 - applicable to the Class X-A Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto. “ Class X-B Certificate ”: A Certificate designated as “Class X-B” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC. “ Class X-B Notional Amount ”: As of any date of determination, the aggregate of the Certificate Balances of the Class A-S, Class B and Class C Certificates. “ Class X-B Pass-Through Rate ”: With respect to any Distribution Date, the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates of the Class A-S, Class B and Class C Certificates for such Distribution Date, weighted on the basis of their respective aggregate Certificate Balances immediately prior to the Distribution Date. The Pass-Through Rate applicable to the Class X-B Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto. “ Class X-D Certificate ”: A Certificate designated as “Class X-D” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC. “ Class X-D Notional Amount ”: As of any date of determination, the Certificate Balance of the Class D Certificates. “ Class X-D Pass-Through Rate ”: With respect to any Distribution Date, the excess, if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate of the Class D Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-D Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto. “ Class X-E Certificate ”: A Certificate designated as “Class X-E” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC. “ Class X-E Notional Amount ”: As of any date of determination, the Certificate Balance of the Class E Certificates. “ Class X-E Pass-Through Rate ”: With respect to any Distribution Date, the excess, if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate of the Class E Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-E Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto. “ Class X-F Certificate ”: A Certificate designated as “Class X-F” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC. - 23 - “ Class X-F Notional Amount ”: As of any date of determination, the Certificate Balance of the Class F Certificates. “ Class X-F Pass-Through Rate ”: With respect to any Distribution Date, the excess, if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate of the Class F Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-F Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto. “ Clearing Agency ”: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. The initial Clearing Agency shall be DTC. “ Clearstream ”: Clearstream Banking, Luxembourg or any successor thereto. “ Closing Date ”: May 28, 2026. “ CMBS ”: Commercial mortgage-backed securities. “ Code ”: The Internal Revenue Code of 1986, as amended. “ Collateral Deficiency Amount ”: With respect to any AB Modified Loan as of any date of determination, shall be an amount, calculated by the Special Servicer, equal to the excess of (i) the Stated Principal Balance of such AB Modified Loan (taking into account the related junior note(s) and any pari passu notes included therein), over (ii) the sum of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent Appraised Value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such Appraised Value (or in the calculation of any related Appraisal Reduction Amount) and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related Mortgagor at the time the Mortgage Loan became (and as part of the modification related thereto) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged Properties ( provided that in the case of a Non-Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant information is received by the Special Servicer from the Non-Serviced Special Servicer or Non-Serviced Master Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y) and solely to the extent not reflected or taken into account in the calculation of any related Appraisal Reduction Amount) held by the lender in respect of such AB Modified Loan as of the date of such determination, which such excess, for the avoidance of doubt, will be determined separately from and exclude any related Appraisal Reduction Amounts. The Master Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Collateral Deficiency Amount. With respect to any Collateral Deficiency Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section 4.05(a) , the Appraised Value for the related Mortgaged Property determined in connection with this definition shall be determined on an “as-is” basis. - 24 - “ Collection Account ”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf of the Trustee for the benefit of the Certificateholders, which, with respect to the Master Servicer, shall be entitled “Trimont LLC, as Master Servicer, on behalf of Deutsche Bank National Trust Company, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking into account that each Serviced Companion Loan is subordinate or pari passu , as applicable, to the related Serviced Mortgage Loan to the extent set forth in the related Intercreditor Agreement, the subaccount or ledger described in the second paragraph of Section 3.04(b) that is part of the Collection Account shall be for the benefit of the Serviced Companion Noteholders, to the extent funds on deposit in such subaccount are attributed to such Companion Loans and shall not be an asset of the Trust or any Trust REMIC. “ Collection Period ”: With respect to any Distribution Date and any Mortgage Loan or Companion Loan, the period commencing on the day immediately succeeding the Due Date for such Mortgage Loan or Companion Loan occurring in the month preceding the month in which that Distribution Date occurs or the date that would have been the Due Date if such Mortgage Loan or Companion Loan had a Due Date in such preceding month and ending on and including the Due Date for such Mortgage Loan or Companion Loan occurring in the month in which that Distribution Date occurs. Notwithstanding the foregoing, in the event that the last day of a Collection Period is not a Business Day, any Periodic Payments received with respect to the Mortgage Loans or Companion Loan relating to such Collection Period on the Business Day immediately following such day shall be deemed to have been received during such Collection Period and not during any other Collection Period. “ Commission ”: The Securities and Exchange Commission. “ Companion Distribution Account ”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Serviced Companion Noteholders, which shall be entitled “Trimont LLC, as Companion Paying Agent, for the benefit of the Serviced Companion Noteholders of the Serviced Companion Loans, relating to the Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9, Companion Distribution Account”. The Companion Distribution Account shall not be an asset of the Trust or any Trust REMIC, but instead shall be held by the Companion Paying Agent on behalf of the Serviced Companion Noteholders. Any such account shall be an Eligible Account. Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution Account may be the subaccount or ledger account referenced in the second paragraph of Section 3.04(b) . “ Companion Holders ”: Each of the holders of record of any Companion Loan. “ Companion Loan(s) ”: With respect to any Mortgage Loan, any other mortgage loan that is not included in the Trust but is secured by the same Mortgage(s) encumbering the same Mortgaged Property or portfolio of Mortgaged Properties as such Mortgage Loan. With respect to each Whole Loan, the Pari Passu Companion Loan(s) and the AB Subordinate Companion - 25 - Loan(s) (if any) are evidenced by the promissory notes opposite such Whole Loan, set forth in the chart entitled “Whole Loans” in the Preliminary Statement, as such promissory notes may be further divided. “ Companion Loan Rating Agency ”: Any NRSRO rating any class of Serviced Pari Passu Companion Loan Securities. “ Companion Paying Agent ”: With respect to the Serviced Companion Loans, if any, the Master Servicer in its role as Companion Paying Agent appointed pursuant to Section 3.27 . “ Compensating Interest Payments ”: With respect to the Master Servicer, an aggregate amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans (other than Non–Serviced Mortgage Loans) for which the Master Servicer is acting as Master Servicer and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced Loan or any Mortgage Loan or related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan (other than a Non–Serviced Mortgage Loan), Serviced Pari Passu Companion Loan and REO Loan for which the Master Servicer is acting as Master Servicer for which Servicing Fees are being paid to the Master Servicer in such Collection Period, calculated at a rate of 0.000625% per annum , (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans) (and, so long as a Serviced Whole Loan is serviced hereunder, any related Serviced Pari Passu Companion Loan) for which the Master Servicer is acting as Master Servicer subject to such prepayment and (C) to the extent earned on voluntary principal prepayments, net investment earnings payable to the Master Servicer for such Collection Period received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans) for which the Master Servicer is acting as Master Servicer or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer’s allowing the related Mortgagor to deviate (a “ Prohibited Prepayment ”) from the terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Loan, (X) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such Principal Prepayment in accordance with the Servicing Standard, (Y)(i) at the request or with the consent of the Special Servicer, or (ii) so long as no Control Termination Event has occurred and is continuing, and other than with respect to an Excluded Loan, at the request or with the consent of the Directing Certificateholder or (Z) in connection with the payment of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (i) above in - 26 - connection with such Prohibited Prepayments. The Master Servicer shall not be required to make any Compensating Interest Payment as a result of any prepayments on Mortgage Loans or Companion Loans for which it does not act as Master Servicer or on any AB Subordinate Companion Loan. For the avoidance of doubt, Compensating Interest Payments attributable to a Serviced Whole Loan shall be allocated among the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s), pro rata , in accordance with their respective principal balances and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to the related Serviced Pari Passu Companion Loan(s) to the related Non-Serviced Master Servicer. “ Component ”: Each of the components of a Componentized Loan. “ Componentized Loan ”: Any Mortgage Loan that has been divided into more than one Component under the related loan agreement for purposes of calculating interest and other amounts payable under such Mortgage Loan. As of the Closing Date, there are no Componentized Loans in the Trust. “ Consultation Termination Event ”: At any date at which no Class of Control Eligible Certificates exists where such Class’s then-outstanding Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts; provided , that no Consultation Termination Event may occur with respect to a Loan-Specific Directing Certificateholder related to a Servicing Shift Whole Loan and the term “Consultation Termination Event” shall not be applicable to a Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan; provided , further , that a Consultation Termination Event shall not be deemed continuing in the event that the Certificate Balances of the Principal Balance Certificates (other than the Control Eligible Certificates) have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans. “ Consumer Price Index for All Urban Consumers ”: The “Consumer Price Index for All Urban Consumers” as published by the U.S. Department of Labor. “ Control Eligible Certificates ”: Any of the Class G-RR, Class H-RR or Class J-RR Certificates; provided that the Class G-RR, Class H-RR and Class J-RR Certificates shall only be Control Eligible Certificates for so long as the initial Directing Certificateholder, the initial Special Servicer or any of their Affiliates is the holder by Certificate Balance of the majority of such Class of Certificates. “ Control Termination Event ”: At any date at which no Class of Control Eligible Certificates exists where such Class’s then outstanding Certificate Balance (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a) hereof) is at least equal to 25% of the Original Certificate Balance of such Class; provided , that no Control Termination Event may occur with respect to a Loan-Specific Directing Certificateholder related to a Servicing Shift Whole Loan and the term “Control Termination Event” shall not be applicable to a Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan; provided , - 27 - further , that a Control Termination Event shall not be deemed continuing in the event that the Certificate Balances of the Principal Balance Certificates (other than the Control Eligible Certificates) have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans. “ Controlling Class ”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has an aggregate Certificate Balance as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class in accordance with Section 4.05(a) , at least equal to 25% of the Original Certificate Balance of that Class; provided , however , that if at any time the Certificate Balances of the Principal Balance Certificates other than the Control Eligible Certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then the Controlling Class shall be the most subordinate class among the Control Eligible Certificates that has a Certificate Balance greater than zero without regard to any Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class J-RR Certificates. “ Controlling Class Certificateholders ”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Depositor, the Trustee, the Master Servicer, the Special Servicer or the Operating Advisor may from time to time request (the cost of which being an expense of the Trust) that the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class and the Certificate Administrator shall promptly provide such list without charge to such Depositor, Trustee, Master Servicer, Operating Advisor or Special Servicer, as applicable. The Trustee, the Master Servicer, the Special Servicer and the Operating Advisor shall be entitled to rely on any such list so provided. “ Conveyed Property ”: As defined in Section 2.01(a) . “ Corporate Trust Office ”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Computershare Trust Company, National Association, 1505 Energy Park Drive, St. Paul, Minnesota 55108, Attention: Certificate Transfer Services WFCM 2026-5C9; (ii) with respect to the Trustee, at Deutsche Bank National Trust Company, 1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention: Trust Administration—WFCM 2026-5C9; and (iii) for all other purposes, to the Certificate Administrator at, Computershare Trust Company, National Association, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), WFCM 2026-5C9. “ Corrected Loan ”: Any Specially Serviced Loan that has become current and remained current for three (3) consecutive Periodic Payments (for such purposes taking into account any modification or amendment of the related Mortgage Loan or Companion Loan, as applicable, whether by a consensual modification or in connection with a bankruptcy, insolvency or similar proceeding involving the Mortgagor), and ( provided that no other Servicing Transfer Event has occurred with respect to such Mortgage Loan or Companion Loan during such preceding three (3) months, no additional event of default is foreseeable in the reasonable judgment of the - 28 - Special Servicer and no other event or circumstance exists that causes such Mortgage Loan or Companion Loan, as applicable, to otherwise constitute a Specially Serviced Loan) the servicing of which the Special Servicer has returned to the Master Servicer pursuant to Section 3.19(a) . “ Credit Risk Retention Agreement” : The Credit Risk Retention Agreement, dated and effective as of May 8, 2026, among the Sponsors, RREF V–D AIV RR L, LLC, a Delaware limited liability company, RREF V-D AIV RR A WFCM 2026-5C9, LLC, a Delaware limited liability company, and the Depositor. “ CREFC ® ”: The Commercial Real Estate Finance Council ® , or any successor organization reasonably acceptable to the Certificate Administrator, the Master Servicer, the Special Servicer and, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder. “ CREFC ® Advance Recovery Report ”: The monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Advance Recovery Report” available as of the Closing Date on the CREFC ® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC ® for commercial mortgage securities transactions generally. “ CREFC ® Appraisal Reduction Template ”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Appraisal Reduction Template” available as of the Closing Date on the CREFC ® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC ® for commercial mortgage securities transactions generally. “ CREFC ® Bond Level File ”: The data file in the “CREFC ® Bond Level File” format substantially in the form of and containing the information called for therein, or such other form for the presentation of such information as may be approved from time to time by the CREFC ® for commercial mortgage securities transactions generally. “ CREFC ® Collateral Summary File ”: The data file in the “CREFC ® Collateral Summary File” format substantially in the form of and containing the information called for therein, or such other form for the presentation of such information as may be approved from time to time by the CREFC ® for commercial mortgage securities transactions generally. “ CREFC ® Comparative Financial Status Report ”: The monthly report in “Comparative Financial Status Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC ® for commercial mortgage securities transactions generally. “ CREFC ® Delinquent Loan Status Report ”: The monthly report in the “Delinquent Loan Status Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC ® for commercial mortgage securities transactions generally. - 29 - “ CREFC ® Financial File ”: The data file in the “CREFC ® Financial File” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC ® for commercial mortgage securities transactions generally. “ CREFC ® Historical Bond/Collateral Realized Loss Reconciliation Template ”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Bond/Collateral Realized Loss Reconciliation Template” available and effective from time to time on the CREFC ® Website. “ CREFC ® Historical Liquidation Loss Template ”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Liquidation Loss Template” available and effective from time to time on the CREFC ® Website. “ CREFC ® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report ”: The monthly report in the “Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC ® for commercial mortgage securities transactions generally. “ CREFC ® Intellectual Property Royalty License Fee ”: With respect to each Mortgage Loan and REO Loan (other than the portion of an REO Loan related to any Companion Loan) and for any Distribution Date, the amount accrued during the related Interest Accrual Period at the CREFC ® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such Mortgage Loan or REO Loan as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan or REO Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC ® Intellectual Property Royalty License Fee shall be deemed payable by the Master Servicer from the Lower-Tier REMIC. “ CREFC ® Intellectual Property Royalty License Fee Rate ”: With respect to each Mortgage Loan and REO Loan (but excluding any related Companion Loan), a rate equal to 0.00050% per annum . “ CREFC ® Interest Shortfall Reconciliation Template ”: A report substantially in the form of, and containing the information called for in, the downlo…

Document text

EX-4.1 · POOLING AND SERVICING AGREEMENT, DATED AS OF MAY 1, 2026

EX-4.1
 2
 exh4_1-5c9psa.htm
 POOLING AND SERVICING AGREEMENT, DATED AS OF MAY 1, 2026

 Exhibit 4.1

 EXECUTION VERSION

 WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.,

as Depositor

 TRIMONT LLC,

as Master Servicer

 RIALTO CAPITAL ADVISORS, LLC,

as Special Servicer

 COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as Certificate Administrator

 DEUTSCHE BANK NATIONAL TRUST COMPANY,

 as Trustee

 and

 PENTALPHA
SURVEILLANCE LLC ,

as Operating Advisor and as Asset Representations Reviewer

 POOLING AND SERVICING AGREEMENT

Dated as of May 1, 2026

 Commercial Mortgage Pass-Through Certificates

Series 2026-5C9

 TABLE OF CONTENTS

 Page

 ARTICLE I

 DEFINITIONS

 Section 1.01
 Defined Terms
 5

 Section 1.02
 Certain Calculations
 119

 ARTICLE II

 CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

 Section 2.01
 Conveyance of Mortgage Loans
 120

 Section 2.02
 Acceptance by Trustee
 127

 Section 2.03
 Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers&rsquo; Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties
 132

 Section 2.04
 Execution of Certificates; Issuance of Lower-Tier Regular Interests
 149

 ARTICLE III

 ADMINISTRATION AND SERVICING OF THE TRUST FUND

 Section 3.01
 Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties
 149

 Section 3.02
 Collection of Mortgage Loan Payments
 157

 Section 3.03
 Collection of Taxes, Assessments and Similar Items; Servicing Accounts
 163

 Section 3.04
 The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
 168

 Section 3.05
 Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account
 174

 Section 3.06
 Investment of Funds in Collection Account, REO Accounts and Loss of Value Reserve Fund
 185

 Section 3.07
 Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage
 187

 Section 3.08
 Enforcement of Due-on-Sale Clauses; Assumption Agreements
 192

 Section 3.09
 Realization Upon Defaulted Loans and Companion Loans
 198

 - i -

 Section 3.10
 Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files
 202

 Section 3.11
 Servicing Compensation
 203

 Section 3.12
 Inspections; Collection of Financial Statements; Delivery of Reports
 211

 Section 3.13
 Access to Certain Information
 217

 Section 3.14
 Title to REO Property; REO Account
 231

 Section 3.15
 Management of REO Property
 233

 Section 3.16
 Sale of Defaulted Loans and REO Properties
 235

 Section 3.17
 Additional Obligations of Master Servicer and Special Servicer
 241

 Section 3.18
 Modifications, Waivers, Amendments and Consents.
 244

 Section 3.19
 Transfer of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping; Asset Status Report
 258

 Section 3.20
 Sub-Servicing Agreements
 265

 Section 3.21
 Interest Reserve Account
 268

 Section 3.22
 Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer
 269

 Section 3.23
 Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party; Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Party
 269

 Section 3.24
 Intercreditor Agreements
 274

 Section 3.25
 Rating Agency Confirmation
 276

 Section 3.26
 The Operating Advisor
 278

 Section 3.27
 Companion Paying Agent
 286

 Section 3.28
 Serviced Companion Noteholder Register
 287

 Section 3.29
 Certain Matters Relating to the Whole Loans
 287

 Section 3.31
 Resignation Upon Prohibited Risk Retention Affiliation
 294

 Section 3.32
 Litigation Control
 295

 Section 3.33
 Delivery of Excluded Information to the Certificate Administrator
 299

 ARTICLE IV

 DISTRIBUTIONS TO CERTIFICATEHOLDERS

 Section 4.01
 Distributions of Available Funds
 299

 Section 4.02
 Distribution Date Statements; CREFC&reg; Investor Reporting Packages; Grant of Power of Attorney
 310

 Section 4.03
 P&I Advances
 316

 Section 4.04
 Allocation of Realized Losses
 319

 Section 4.05
 Appraisal Reduction Amounts; Collateral Deficiency Amounts
 320

 Section 4.06
 [Reserved]
 325

 Section 4.07
 Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool
 326

 Section 4.08
 Secure Data Room
 329

 - ii -

 ARTICLE V

 THE CERTIFICATES

 Section 5.01
 The Certificates
 330

 Section 5.02
 Form and Registration
 331

 Section 5.03
 Registration of Transfer and Exchange of Certificates
 333

 Section 5.04
 Mutilated, Destroyed, Lost or Stolen Certificates
 341

 Section 5.05
 Persons Deemed Owners
 342

 Section 5.06
 Access to List of Certificateholders&rsquo; Names and Addresses; Special Notices
 342

 Section 5.07
 Maintenance of Office or Agency
 343

 Section 5.08
 Appointment of Certificate Administrator
 343

 Section 5.09
 [Reserved]
 344

 Section 5.10
 Voting Procedures
 344

 ARTICLE VI

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

 OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE

DIRECTING CERTIFICATEHOLDER and the risk retention consultation

party

 Section 6.01
 Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer
 346

 Section 6.02
 Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer
 351

 Section 6.03
 Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer
 352

 Section 6.04
 Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others
 353

 Section 6.05
 Depositor, Master Servicer and Special Servicer Not to Resign
 359

 Section 6.06
 Rights of the Depositor in Respect of the Master Servicer and the Special Servicer
 360

 Section 6.07
 The Master Servicer and the Special Servicer as Certificate Owners
 360

 Section 6.08
 The Directing Certificateholder and the Risk Retention Consultation Party
 360

 Section 6.09
 [Reserved].
 369

 Section 6.10
 Knowledge of Computershare Trust Company, National Association.
 369

 - iii -

 ARTICLE VII

 SERVICER TERMINATION EVENTS

 Section 7.01
 Servicer Termination Events; Master Servicer and Special Servicer Termination
 369

 Section 7.02
 Trustee to Act; Appointment of Successor.
 378

 Section 7.03
 Notification to Certificateholders
 380

 Section 7.04
 Waiver of Servicer Termination Events
 380

 Section 7.05
 Trustee as Maker of Advances
 380

 ARTICLE VIII

 CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

 Section 8.01
 Duties of the Trustee and the Certificate Administrator
 381

 Section 8.02
 Certain Matters Affecting the Trustee and the Certificate Administrator
 382

 Section 8.03
 Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans
 385

 Section 8.04
 Trustee or Certificate Administrator May Own Certificates
 385

 Section 8.05
 Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator
 385

 Section 8.06
 Eligibility Requirements for Trustee and Certificate Administrator
 387

 Section 8.07
 Resignation and Removal of the Trustee and Certificate Administrator
 388

 Section 8.08
 Successor Trustee or Certificate Administrator
 390

 Section 8.09
 Merger or Consolidation of Trustee or Certificate Administrator
 391

 Section 8.10
 Appointment of Co-Trustee or Separate Trustee
 391

 Section 8.11
 Appointment of Custodians
 392

 Section 8.12
 Appointment of Advancing Agent
 392

 Section 8.13
 Representations and Warranties of the Trustee
 393

 Section 8.14
 Provision of Information to Certificate Administrator, Master Servicer and Special Servicer
 394

 Section 8.15
 Representations and Warranties of the Certificate Administrator
 394

 Section 8.16
 Compliance with the PATRIOT Act
 396

 ARTICLE IX

 TERMINATION

 Section 9.01
 Termination upon Repurchase or Liquidation of All Mortgage Loans
 396

 Section 9.02
 Additional Termination Requirements
 400

 - iv -

 ARTICLE X

 ADDITIONAL REMIC PROVISIONS

 Section 10.01
 REMIC Administration
 400

 Section 10.02
 Use of Agents
 404

 Section 10.03
 Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator
 404

 Section 10.04
 Appointment of REMIC Administrators
 405

 ARTICLE XI

 EXCHANGE ACT REPORTING AND REGULATION&thinsp;AB COMPLIANCE

 Section 11.01
 Intent of the Parties; Reasonableness
 406

 Section 11.02
 Succession; Subcontractors
 406

 Section 11.03
 Filing Obligations
 409

 Section 11.04
 Form&thinsp;10-D and Form&thinsp;ABS-EE Filings
 409

 Section 11.05
 Form&thinsp;10-K Filings
 414

 Section 11.06
 Sarbanes-Oxley Certification
 416

 Section 11.07
 Form&thinsp;8-K Filings
 418

 Section 11.08
 Form&thinsp;15 Filing
 420

 Section 11.09
 Annual Compliance Statements
 420

 Section 11.10
 Annual Reports on Assessment of Compliance with Servicing Criteria
 422

 Section 11.11
 Annual Independent Public Accountants&rsquo; Attestation Report
 424

 Section 11.12
 Indemnification
 425

 Section 11.13
 Amendments
 428

 Section 11.14
 Regulation&thinsp;AB Notices
 428

 Section 11.15
 Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans
 428

 Section 11.16
 Certain Matters Regarding Significant Obligors
 434

 Section 11.17
 Impact of Cure Period
 434

 ARTICLE XII

 THE ASSET REPRESENTATIONS REVIEWER

 Section 12.01
 Asset Review
 434

 Section 12.02
 Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability
 440

 Section 12.03
 Resignation of the Asset Representations Reviewer.
 441

 Section 12.04
 Restrictions of the Asset Representations Reviewer
 442

 Section 12.05
 Termination of the Asset Representations Reviewer
 442

 - v -

 ARTICLE XIII

 MISCELLANEOUS PROVISIONS

 Section 13.01
 Amendment
 445

 Section 13.02
 Recordation of Agreement; Counterparts
 450

 Section 13.03
 Limitation on Rights of Certificateholders
 451

 Section 13.04
 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial
 452

 Section 13.06
 Severability of Provisions
 462

 Section 13.07
 Grant of a Security Interest
 462

 Section 13.08
 Successors and Assigns; Third Party Beneficiaries
 462

 Section 13.09
 Article&thinsp;and Section&thinsp;Headings
 463

 Section 13.10
 Notices to the Rating Agencies
 463

 Section 13.11
 Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Mortgage Loan Agreements
 464

 EXHIBITS

 EXHIBIT A-1
 Form of Certificate (Other than Class R Certificates)

 EXHIBIT A-2
 Form of Class R Certificate

 EXHIBIT B
 Mortgage Loan Schedule

 EXHIBIT C
 Form of Investment Representation Letter

 EXHIBIT D-1
 Form of Transferee Affidavit for Transfers of Class R Certificates

 EXHIBIT D-2
 Form of Transferor Letter for Transfers of Class R Certificates

 EXHIBIT E
 Form of Request for Release

 EXHIBIT F-1
 Form of ERISA Representation Letter Regarding ERISA Restricted Certificates

 EXHIBIT F-2
 Form of ERISA Representation Letter Regarding Class R Certificates

 EXHIBIT G
 Form of Distribution Date Statement

 EXHIBIT H
 Form of Omnibus Assignment

 EXHIBIT I
 Form of Transfer Certificate for Rule 144A Book Entry Certificate to Temporary Regulation S Book Entry Certificate During Restricted Period

 EXHIBIT J
 Form of Transfer Certificate for Rule 144A Book Entry Certificate to Regulation S Book Entry Certificate After Restricted Period

 EXHIBIT K
 Form of Transfer Certificate for Temporary Regulation S Book Entry Certificate to Rule 144A Book Entry Certificate During Restricted Period

 EXHIBIT L
 Form of Transfer Certificate for Temporary Regulation S Book Entry Certificate to Regulation S Book Entry Certificate After Restricted Period

 EXHIBIT M
 Form of Transfer Certificate for Non Book Entry Certificate to Temporary Regulation S Book Entry Certificate

 EXHIBIT N
 Form of Transfer Certificate for Non Book Entry Certificate to Regulation S Book Entry Certificate

 EXHIBIT O
 Form of Transfer Certificate for Non Book Entry Certificate to Rule 144A Book Entry Certificate

 - vi -

 EXHIBIT P-1A
 Form of Investor Certification for Non Borrower Party and/or the Risk Retention Consultation Party (for Persons Other than the Directing Certificateholder and/or a Controlling Class Certificateholder)

 EXHIBIT P-1B
 Form of Investor Certification for Non Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)

 EXHIBIT P-1C
 Form of Investor Certification for Borrower Party (for Persons Other than the Directing Certificateholder, the Risk Retention Consultation Party and/or a Controlling Class Certificateholder)

 EXHIBIT P-1D
 Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)

 EXHIBIT P-1E
 Form of Notice of Excluded Controlling Class Holder

 EXHIBIT P-1F
 Form of Notice of [Excluded Loan][Excluded Controlling Class Holder] to Certificate Administrator

 EXHIBIT P-1G
 Form of Certification of the Directing Certificateholder

 EXHIBIT P-1H
 Form of Certification of the Risk Retention Consultation Party

 EXHIBIT P-2
 Form of Certification for NRSROs

 EXHIBIT P-3
 Online Market Data Provider Certification

 EXHIBIT Q
 Custodian Certification/Exception Report

 EXHIBIT R-1
 Form of Power of Attorney by Trustee for Master Servicer

 EXHIBIT R-2
 Form of Power of Attorney by Trustee for Special Servicer

 EXHIBIT S
 Initial Serviced Companion Noteholders

 EXHIBIT T
 Form of Notice for Non Serviced Mortgage Loan

 EXHIBIT U
 Form of Notice and Certification Regarding Defeasance of Mortgage Loan

 EXHIBIT V
 Form of Operating Advisor Annual Report

 EXHIBIT W
 Form of Notice from Operating Advisor Recommending Replacement of a Special Servicer

 EXHIBIT X
 Form of Confidentiality Agreement

 EXHIBIT Y
 Form Certification to be Provided with Form 10 K

 EXHIBIT Z-1
 Form of Certification to be Provided to Depositor by Certificate Administrator

 EXHIBIT Z-2
 Form of Certification to be Provided to Depositor by Master Servicer

 EXHIBIT Z-3
 Form of Certification to be Provided to Depositor by Special Servicer

 EXHIBIT Z-4
 Form of Certification to be Provided to Depositor by Trustee

 EXHIBIT Z-5
 Form of Certification to be Provided to Depositor by Operating Advisor

 EXHIBIT Z-6
 Form of Certification to be Provided to Depositor by Custodian

 EXHIBIT Z-7
 Form of Certification to be Provided to Depositor by Asset Representations Reviewer

 EXHIBIT AA
 Servicing Criteria to be Addressed in Assessment of Compliance

 EXHIBIT BB
 Additional Form 10 D Disclosure

 EXHIBIT CC
 Additional Form 10 K Disclosure

 EXHIBIT DD
 Form 8 K Disclosure Information

 EXHIBIT EE
 Additional Disclosure Notification

 EXHIBIT FF
 Initial Sub Servicers

 EXHIBIT GG
 Servicing Function Participants

 EXHIBIT HH
 Form of Annual Compliance Statement

 EXHIBIT II
 Form of Report on Assessment of Compliance with Servicing Criteria

 - vii -

 EXHIBIT JJ
 CREFC &reg; Payment Information

 EXHIBIT KK
 Form of Notice of Additional Indebtedness Notification

 EXHIBIT LL
 [Reserved]

 EXHIBIT MM
 Additional Disclosure Notification (Accounts)

 EXHIBIT NN
 Form of Notice of Purchase of Controlling Class Certificate

 EXHIBIT OO
 Form of Asset Review Report by the Asset Representations Reviewer

 EXHIBIT PP
 Form of Asset Review Report Summary

 EXHIBIT QQ
 Asset Review Procedures

 EXHIBIT RR
 Form of Certification to Certificate Administrator Requesting Access to Secure Data Room

 EXHIBIT SS
 Form of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]

 EXHIBIT TT
 [Reserved]

 &thinsp;

 SCHEDULES

 SCHEDULE 1
 Mortgage Loans With Additional Debt

 SCHEDULE 2
 Mortgage Loans With Escrows or Reserves Exceeding 10% of the Initial Principal Balance of the Mortgage Loan or (if applicable) Whole Loan

 &thinsp;

 - viii -

 This Pooling and Servicing
Agreement is dated and effective as of May 1, 2026, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator, Deutsche Bank National Trust Company, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer.

 PRELIMINARY STATEMENT:

 The Depositor intends to
sell commercial mortgage pass-through certificates (collectively, the &ldquo; Certificates &rdquo;), to be issued hereunder in
multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunder,
the primary assets of which will be a pool of commercial mortgage loans. As provided herein, the Certificate Administrator shall elect
or shall cause an election to be made to treat designated portions of the Trust for federal income tax purposes as two (2) separate real
estate mortgage investment conduits (the &ldquo; Upper-Tier REMIC &rdquo; and the &ldquo; Lower-Tier REMIC &rdquo;,
and each a &ldquo; Trust REMIC &rdquo; as described herein).

 The Depositor intends to
sell the Certificates to the Underwriters and the Initial Purchasers.

 LOWER-TIER REMIC

 The Lower-Tier REMIC
will hold the Mortgage Loans and will issue the Class&thinsp;LA1, Class&thinsp;LA2, Class&thinsp;LA3, Class&thinsp;LAS, Class&thinsp;LB, Class&thinsp;LC,
Class&thinsp;LD, Class LE, Class&thinsp;LF, Class&thinsp;LGRR, Class LHRR and Class&thinsp;LJRR Uncertificated Interests (the &ldquo; Lower-Tier
Regular Interests &rdquo;), which will evidence the &ldquo;regular interests&rdquo; in the Lower-Tier REMIC created hereunder.
The Lower-Tier REMIC will also issue the uncertificated Class&thinsp;LR Interest, which is the sole class of &ldquo;residual interests&rdquo;
in the Lower-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class&thinsp;R Certificates.

 The following table sets
forth the Class designation, the initial Lower-Tier Principal Amounts and per annum rates of interest for the Lower-Tier
Regular Interests and the Class&thinsp;LR Interest:

 Class
 Designation

 Interest
 Rate

 Original
 Lower-Tier

 Principal Amount

 Class LA1

 &hairsp; (1)
 $5,383,000

 Class LA2

 &hairsp; (1)
 $76,585,000

 Class LA3

 &hairsp; (1)
 $351,987,000

 Class LAS

 &hairsp; (1)
 $44,945,000

 Class LB

 &hairsp; (1)
 $34,096,000

 Class LC

 &hairsp; (1)
 $26,348,000

 Class LD

 &hairsp; (1)
 $24,022,000

 Class LE

 &hairsp; (1)
 $8,524,000

 Class LF

 &hairsp; (1)
 $6,200,000

 Class
 Designation

 Interest
 Rate

 Original
 Lower-Tier

 Principal Amount

 Class
 LGRR

 &hairsp; (1)
 $10,074,000

 Class LHRR

 &hairsp; (1)
 $8,524,000

 Class LJRR

 &hairsp; (1)
 $23,247,843

 Class LR
 None
 &hairsp; (2)
 None (2)

 (1) The
 interest rate for each Class of Lower-Tier Regular Interests on any Distribution Date
 will be the Weighted Average Net Mortgage Rate for such Distribution Date.

 (2) The
 Class&thinsp;LR Interest (evidenced by the Class&thinsp;R Certificates) will not have a Certificate
 Balance or a Notional Amount, will not bear interest and will not be entitled to distributions
 of Prepayment Premiums or Yield Maintenance Charges. Any Available Funds remaining in the
 Lower-Tier REMIC Distribution Account after distributing the Lower-Tier Distribution
 Amount will be deemed distributed to the Class&thinsp;LR Interest and shall be payable to
 the Holders of the Class&thinsp;R Certificates.

 UPPER-TIER REMIC

 The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and will issue the Class&thinsp;A-1, Class&thinsp;A-2, Class&thinsp;A-3, Class&thinsp;X-A,
Class&thinsp;X-B, Class&thinsp;A-S, Class&thinsp;B, Class&thinsp;C, Class&thinsp;X-D, Class X-E, Class X-F, Class&thinsp;D, Class E, Class
F, Class&thinsp;G-RR, Class&thinsp;H-RR and Class&thinsp;J-RR Certificates, which will evidence the &ldquo;regular interests&rdquo; in the
Upper-Tier REMIC created hereunder. Each such regular interest will be represented by, and have the same Pass-Through Rate and
Certificate Balance or Notional Amount as, the Class of Certificates bearing the same Class designation as set forth in the chart below.

 The Upper-Tier REMIC
will also issue the uncertificated Class&thinsp;UR Interest, which is the sole class of &ldquo;residual interests&rdquo; in the Upper-Tier
REMIC for purposes of the REMIC Provisions and is represented by the Class&thinsp;R Certificates. The Class&thinsp;R Certificates will not
have a Certificate Balance or a Notional Amount, bear interest or be entitled to distributions of Prepayment Premiums or Yield Maintenance
Charges. Any Available Funds remaining in the Upper-Tier REMIC Distribution Account, after all required distributions under this Agreement
have been made to each Class of Regular Certificates will be deemed distributed to the Class&thinsp;UR Interest and shall be payable to
the Holders of the Class&thinsp;R Certificates.

 The following table (and
related paragraphs) sets forth the Class designation, the approximate initial pass-through rate and the aggregate initial principal
amount (the &ldquo; Original Certificate Balance &rdquo;) or Notional Amount (the &ldquo; Original Notional Amount &rdquo;),
as applicable, for each Class of Regular Certificates:

 Class
 Designation

 Initial
 Pass-Through Rate (1)

 Original
 Certificate Balance or Original Notional Amount

 Class A-1
 4.62700%
 $5,383,000

 Class A-2
 4.99700%
 $76,585,000

 Class A-3
 5.48600%
 $351,987,000

 Class X-A
 1.45549%
 $433,955,000
 &hairsp; (2)

 Class X-B
 0.96013%
 $105,389,000
 &hairsp; (2)

 Class A-S
 5.80200%
 $44,945,000

 - 2 -

 Class
 Designation

 Initial
 Pass-Through Rate (1)

 Original
 Certificate Balance or Original Notional Amount

 Class B
 6.10000%
 $34,096,000

 Class C
 5.74600%
 &thinsp;&thinsp;&thinsp;&thinsp;$26,348,000

 Class X-D
 2.34454%
 $24,022,000
 &hairsp; (2)

 Class X-E
 2.34454%
 $8,524,000
 &hairsp; (2)

 Class X-F
 2.34454%
 $6,200,000
 &hairsp; (2)

 Class D
 4.50000%
 $24,022,000

 Class E
 4.50000%
 &thinsp;$8,524,000

 Class F
 4.50000%
 &thinsp;$6,200,000

 Class G-RR
 6.84454%
 $10,074,000

 Class H-RR
 6.84454%
 $8,524,000

 Class J-RR
 6.84454%
 $23,247,843

 Class R
 None (3)
 N/A (3)

 (1) The
 Pass-Through Rate for each Class of Regular Certificates will be calculated in accordance
 with the definition of &ldquo;Pass-Through Rate&rdquo;.

 (2) None
 of the Class&thinsp;X-A, Class&thinsp;X-B, Class&thinsp;X-D, Class X-E or Class
 X-F Certificates will have a Certificate Balance or be entitled to distributions of principal;
 rather, such Classes will accrue interest as provided herein on the Notional Amount thereof.

 (3) The
 Class&thinsp;R Certificates will not have a Certificate Balance or Notional Amount, bear
 interest or be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges.
 Any Available Funds remaining in the Upper-Tier REMIC Distribution Account, after all
 required distributions under this Agreement have been made to each Class of Regular Certificates
 will be deemed distributed to the Class&thinsp;UR Interest and shall be payable to the Holders
 of the Class&thinsp;R Certificates.

 The foregoing structure is
intended to cause all of the cash flow from the Mortgage Loans to flow through to the Upper-Tier REMIC as cash flow on the Regular
Certificates, without creating any shortfall, actual or potential (other than for credit losses), to any REMIC regular interests issued
hereunder. To the extent that the structure is believed to diverge from such intention (without implying any duty of any such party to
identify any such ambiguity), the party or parties identifying the subject defect or ambiguity shall notify the other parties hereto,
whereupon the Depositor and the Certificate Administrator shall use commercially reasonable efforts to resolve the subject defect or ambiguity
to accomplish the intended result and will to the extent necessary rectify any drafting errors or seek clarification to the structure
without Certificateholder approval (but with guidance of counsel) to accomplish such intention, including, to the extent necessary, making
any amendments in accordance with Section&thinsp;13.01 of this Agreement. The other parties hereto agree to reasonably cooperate
with the Depositor and the Certificate Administrator in connection with any amendment to this Agreement in furtherance of the foregoing.

 As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due on
or before such date, whether or not received, equal to $619,935,844.

 - 3 -

 WHOLE LOANS

 Loan
 No.

 Whole
 Loan

 Type

 Non-Serviced
 PSA/TSA

 Mortgage
 Loan

 Pari
 Passu Companion Loan(s)

 AB
 Subordinate Companion Loan(s)

 1
 Mall at Prince George&rsquo;s
 Serviced
 N/A
 A-1, A-2
 A-3, A-4, A-5
 N/A

 3
 535 & 545 5th Avenue
 Non-Serviced
 BMARK 2026-V20
 PSA
 A-8
 A-1, A-2-1, A-2-2, A-3, A-4, A-5,
 A-6, A-7, A-9, A-10, A-11, A-12-1, A-12-2
 N/A

 8
 Del Rey Campus
 Serviced
 N/A
 A-1
 A-2, A-3, A-4
 N/A

 9
 Mountain Industrial Portfolio
 Non-Serviced
 MTN 2026-LPFX
 TSA
 A-3-1-2, A-4-1-2
 A-1-1, A-2-1, A-1-2, A-2-2, A-1-3,
 A-2-3, A-1-4, A-2-4, A-1-5, A-2-5, A-1-6, A-2-6, A-3-1-1, A-4-1-1, A-3-2-1, A-4-2-1, A-3-2-2, A-4-2-2, A-3-2-3, A-4-2-3, A-3-3, A-4-3,
 A-3-4, A-4-4, A-3-5, A-4-5, A-3-6, A-4-6
 B-1-1, B-2-1. B-1-2, B-2-2, B-1-3,
 B-2-3, B-1-4, B-2-4, B-1-5, B-2-5, B-1-6, B-2-6

 10
 1500 Post Oak Boulevard
 Non-Serviced
 BANK5 2026-5YR21
 PSA
 A-3
 A-1, A-2, A-4
 N/A

 11
 The Towers at Cupertino City Center
 Non-Serviced
 BBCMS 2026-5C41
 PSA (1)
 A-1-3, A-2-2
 A-1-1, A-1-2, A-2-1
 N/A

 14
 ONX Industrial Campus
 Non-Serviced
 BMARK 2026-V22
 PSA (2)
 A-4, A-5
 A-1, A-2, A-3, A-6, A-7
 N/A

 20
 Kirby Industrial
 Non-Serviced
 WFCM 2026-5C8
 PSA
 A-5
 A-1, A-2, A-3, A-4
 N/A

 (1) On
 and after the date on which the securitization of Note A-1-1 is consummated, The Towers at
 Cupertino City Center Whole Loan will be serviced pursuant to the related Non-Serviced PSA
 governing the securitization of such Note A-1-1.

 (2) On
 and after the date on which the securitization of Note A-1 is consummated, the ONX Industrial
 Campus Whole Loan will be serviced pursuant to the related Non-Serviced PSA governing the
 securitization of such Note A-1.

 Each of the Whole Loans listed
above consists of the corresponding Mortgage Loan and Companion Loan(s) listed next to such Whole Loan. With respect to any Whole Loan,
each of the Mortgage Loan and the Pari Passu Companion Loan(s) are pari passu with each other to the extent provided in the related
Intercreditor Agreement, and any AB Subordinate Companion Loan(s) is generally subordinate to the related Mortgage Loan and any Pari Passu
Companion Loan(s) to the extent provided in the related Intercreditor Agreement. Each Serviced Whole Loan will be serviced and administered
in accordance with this Agreement and the related Intercreditor Agreement. Each Non-Serviced Whole Loan will be serviced and administered
in accordance with the related Non-Serviced PSA and the related Intercreditor Agreement.

 The Companion Loans are not
part of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage Loan that is part of the Trust
Fund. Amounts attributable to any Companion Loan will not be part of the Trust Fund, and (except to

 - 4 -

 the extent that such amounts are payable or
reimbursable to any party to this Agreement) will be owned by the related Companion Holders.

 In consideration of the mutual
agreements herein contained, the parties hereto agree as follows:

 ARTICLE
I

DEFINITIONS

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

 &ldquo; 10-K Filing
Deadline &rdquo;: As defined in Section&thinsp;11.05(a) .

 &ldquo; 15Ga-1 Notice &rdquo;:
As defined in Section&thinsp;2.02(g) .

 &ldquo; 15Ga-1 Repurchase
Request &rdquo;: As defined in Section&thinsp;2.02(g) .

 &ldquo; 17g-5 Information
Provider &rdquo;: The Certificate Administrator.

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

 &ldquo; 30/360 Mortgage
Loans &rdquo;: The Mortgage Loans indicated as such in the Mortgage Loan Schedule.

 &ldquo; AB Control Appraisal
Period &rdquo;: With respect to a Serviced AB Whole Loan, a &ldquo;Control Appraisal Period&rdquo; or equivalent term under the related
AB Intercreditor Agreement.

 &ldquo; AB Intercreditor
Agreement &rdquo;: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of the related
Mortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the same may be further amended in accordance
with the terms thereof.

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

 &ldquo; AB Mortgage Loan &rdquo;:
One or more senior &ldquo;A notes&rdquo; that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the Trust Fund.
As of the Closing Date, the Mountain Industrial Portfolio Mortgage Loan is an AB Mortgage Loan.

 - 5 -

 &ldquo; AB Mortgaged Property &rdquo;:
The Mortgaged Property which secures the related AB Whole Loan.

 &ldquo; AB Subordinate
Companion Loan &rdquo;: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note made
by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust and which
is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan documents and
as provided in the related Intercreditor Agreement.

 &ldquo; AB Whole Loan &rdquo;:
A Whole Loan that consists of a Mortgage Loan and one or more related AB Subordinate Companion Loans and, in some cases, one or more related
Pari Passu Companion Loans. As of the Closing Date, the Mountain Industrial Portfolio Whole Loan is an AB Whole Loan.

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

 &ldquo; Acceptable Insurance
Default &rdquo;: With respect to any Serviced Mortgage Loan or Serviced Whole Loan, a default under the related Mortgage Loan documents
arising by reason of (i)&thinsp;any failure on the part of the related Mortgagor to maintain with respect to the related Mortgaged Property
specific insurance coverage with respect to, or an all-risk casualty insurance policy that does not specifically exclude, terrorist
or similar acts, and/or (ii)&thinsp;any failure on the part of the related Mortgagor to maintain with respect to the related Mortgaged Property
insurance coverage with respect to damages or casualties caused by terrorist or similar acts upon terms not materially less favorable
than those in place as of the Closing Date, in each case as to which default the Master Servicer and the Special Servicer may forbear
taking any enforcement action, provided that the Master Servicer (with respect to a Non-Specially Serviced Loan) or the Special
Servicer (with respect to a Specially Serviced Loan), as applicable, has determined in its reasonable judgment, based on inquiry consistent
with the Servicing Standard (and (i) unless a Control Termination Event has occurred and is continuing, with the consent of the Directing
Certificateholder and (ii) with respect to a Specially Serviced Loan, after non-binding consultation with the Risk Retention Consultation
Party pursuant to Section 6.08(a) (in either case, (other than with respect to any Mortgage Loan that is an Excluded Loan)) (and&thinsp;after
a Control Termination Event has occurred and is continuing, but prior to the occurrence and continuance of a Consultation Termination
Event, after non-binding consultation with the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, if an AB
Control Appraisal Period is not in effect, with the consent of the related Serviced AB Whole Loan Controlling Holder to the extent required
under the related Intercreditor Agreement), as provided in Section 6.08) (other than with respect to any Mortgage Loan that is an Excluded
Loan), that either (a)&thinsp;such insurance is not available at commercially reasonable rates and that such hazards are not at the time
commonly insured against for properties similar to the related Mortgaged Property and located in or around the region in which such related
Mortgaged Property is located, or (b)&thinsp;such insurance is not available at any rate; provided , however , that the Directing
Certificateholder (or, with respect to a Serviced AB Whole Loan, the Serviced AB Whole Loan Controlling Holder if an AB Control Appraisal
Period is not in effect to the extent required under the related Intercreditor Agreement) and the Risk

 - 6 -

 Retention Consultation Party (if it has the
right to consult pursuant to Section 6.08) will not have more than thirty (30) days to respond to the Master Servicer&rsquo;s or the Special
Servicer&rsquo;s, as applicable, request for such consent or consultation, as applicable; provided , further , that upon the
Master Servicer&rsquo;s or the Special Servicer&rsquo;s, as applicable, determination consistent with the Servicing Standard, that exigent
circumstances do not allow the Master Servicer or the Special Servicer, as applicable, to consult with the Directing Certificateholder,
the Risk Retention Consultation Party or any applicable Serviced AB Whole Loan Controlling Holder, as applicable, the Master Servicer
or the Special Servicer, as applicable, is not required to do so. The Master Servicer (at its own expense) and the Special Servicer (at
the expense of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations described above.

 &ldquo; Act &rdquo;:
The Securities Act of 1933, as it may be amended from time to time.

 &ldquo; Actual/360 Basis &rdquo;:
Interest accrual on the basis of the actual number of days in a month assuming a 360-day year.

 &ldquo; Actual/360 Mortgage
Loans &rdquo;: The Mortgage Loans that accrue interest on an Actual/360 Basis; provided , that a Mortgage Loan that accrues interest
for a portion of the Mortgage Loan term on an Actual/360 Basis shall be an Actual/360 Mortgage Loan solely for such portion of the Mortgage
Loan term.

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

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

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

 &ldquo; Additional Form
10-D Disclosure &rdquo;: As defined in Section&thinsp;11.04(a) .

 &ldquo; Additional Form
10-K Disclosure &rdquo;: As defined in Section&thinsp;11.05(a) .

 &ldquo; Additional Servicer &rdquo;:
Each Affiliate of the Master Servicer, the Special Servicer or any Mortgage Loan Seller that services any of the Mortgage Loans and each
Person who is not an Affiliate of the Master Servicer, other than the Special Servicer, who services 10% or more of the Mortgage Loans
by unpaid principal balance as of any date of determination pursuant to Article&thinsp;XI , which, for the avoidance of doubt will
include any Advancing Agent appointed by the Trustee as a back-up liquidity provider pursuant to Section&thinsp;8.12 .

 &ldquo; Administrative
Fee Rate &rdquo;: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to the sum
of the Servicing Fee Rate, the Certificate

 - 7 -

 Administrator Fee Rate (which fee rate accounts
for the Trustee Fee), the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC &reg; Intellectual
Property Royalty License Fee Rate and, in the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing
Fee Rate.

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

 &ldquo; Advancing Agent &rdquo;:
Any advancing agent or similar entity appointed pursuant to Section 8.12 of this Agreement.

 &ldquo; Adverse REMIC Event &rdquo;:
As defined in Section&thinsp;10.01(f) .

 &ldquo; Affected Party &rdquo;:
As defined in Section&thinsp;7.01(b) .

 &ldquo; Affected Reporting
Party &rdquo;: As defined in Section&thinsp;11.12 .

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

 &ldquo; Affirmative Asset
Review Vote &rdquo;: As defined in Section&thinsp;12.01(a) .

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

 &ldquo; Applicable Advancing
Agent Ratings &rdquo;: With respect to any entity, (A) a rating on its long-term senior unsecured debt or an issuer default rating
of at least &ldquo;A&rdquo; by Fitch or a short-term rating of at least &ldquo;F1&rdquo; by Fitch and (B) a rating on its long-term senior
unsecured debt or a long-term issuer rating of at least &ldquo;A2&rdquo; by Moody&rsquo;s or a long-term counterparty risk assessment
of at least &ldquo;A2(cr)&rdquo; by Moody&rsquo;s.

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

 &ldquo; Applicable KBRA
Permitted Investment Rating &rdquo;: (A) In the case of such investments with maturities of ninety (90) days or less, the short-term
debt obligations of which are rated at least &ldquo;K3&rdquo; or the long-term obligations of which are rated at least &ldquo;BBB-&rdquo;
and (B) in the case of such investments with maturities greater than ninety (90) days but not more than one year, the short-term debt
obligations of which are rated at least &ldquo;K1&rdquo; or the long-term obligations of which are rated at least &ldquo;A-&rdquo; (or,
in each case, if not then rated by KBRA, an equivalent or higher rating assigned by another NRSRO).

 - 8 -

 &ldquo; Applicable Laws &rdquo;:
As defined in Section&thinsp;8.16 .

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

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

 &ldquo; Appraisal &rdquo;:
An appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property is
located and which satisfies the Interagency Appraisal and Evaluation Guidelines jointly issued by The Office of the Comptroller of the
Currency (OCC), the Board of Governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC), and the
National Credit Union Administration (NCUA) relating to real estate appraisals and evaluations used to support real estate-related
financial transactions, as amended from time to time. Any Appraisal ordered by the Master Servicer or Special Servicer shall be performed
by an Independent MAI-designated appraiser.

 &ldquo; Appraisal Reduction
Amount &rdquo;: For any Distribution Date and for any Serviced Mortgage Loan, Serviced Companion Loan or any Serviced Whole Loan as
to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Special Servicer (and, prior to the occurrence
and continuance of a Consultation Termination Event, in consultation with the Directing Certificateholder (except in the case of an Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class), and, after the occurrence
and during the continuance of a Control Termination Event, in consultation with the Directing Certificateholder (except with respect to
an Excluded Loan) and the Operating Advisor and, after the occurrence and during the continuance of a Consultation Termination Event,
in consultation with the Operating Advisor), as of the first Determination Date that is at least ten (10) Business Days following the
date on which the Special Servicer receives an Appraisal (together with information requested by the Special Servicer from the Master
Servicer in accordance with this Agreement that is in the possession of the Master Servicer and reasonably necessary to calculate the
Appraisal Reduction Amount) or conducts a valuation as described below, equal to the excess of (a)&thinsp;the Stated Principal Balance of
that Mortgage Loan or the Stated Principal Balance of the applicable Serviced Whole Loan over (b)&thinsp;the excess of (i)&thinsp;the sum
of (A)&thinsp;90% of the Appraised Value of the related Mortgaged Property as determined (1)&thinsp;by one or more Appraisals obtained by
the Special Servicer with respect to that Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage
Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs
of which shall be paid by the Master Servicer as an Advance) or (2)&thinsp;by an internal valuation performed by the Special Servicer (or
at the Special Servicer&rsquo;s election, by one or more MAI appraisals obtained by the Special Servicer) with respect to any Mortgage
Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may
be, with an outstanding principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments as the
Special Servicer may make (without implying any obligation to do

 - 9 -

 so) based upon its review of the Appraisals
and any other information it deems relevant; and (B)&thinsp;all escrows, letters of credit and reserves in respect of such Mortgage Loan
or Serviced Whole Loan, as applicable, as of the date of calculation over (ii)&thinsp;the sum of, as of the Due Date occurring in the month
of the date of determination, (A)&thinsp;to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest
due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and, with
respect to any Serviced AB Whole Loan, any accrued and unpaid interest on the related AB Subordinate Companion Loan, as applicable), (B)&thinsp;all
P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable,
not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable, and interest thereon at the Reimbursement Rate
in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C)&thinsp;all currently due and unpaid real estate taxes, assessments,
insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest
whether or not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes, premiums,
ground rents and other amounts have not been the subject of an Advance by the Master Servicer, the Special Servicer or the Trustee, as
applicable); provided , however , that without limiting the Special Servicer&rsquo;s obligation to order and obtain such Appraisal
or perform such valuation, if the Special Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred
to above within sixty (60) days of the Appraisal Reduction Event, the Appraisal Reduction Amount shall be deemed to be an amount equal
to 25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time as
such appraisal or valuation referred to above is received (together with information reasonably requested by the Special Servicer from
the Master Servicer in accordance with Section&thinsp;4.05 of this Agreement that is in the possession of the Master Servicer and
reasonably necessary to calculate the Appraisal Reduction Amount) or performed by the Special Servicer and the Appraisal Reduction Amount
is calculated by the Special Servicer as of the first Determination Date that is at least ten (10) Business Days after the Special Servicer&rsquo;s
receipt of such Appraisal or the completion of the valuation and receipt of information requested by the Special Servicer from the Master
Servicer that is in the Master Servicer&rsquo;s possession and reasonably necessary to calculate the Appraisal Reduction Amount. Within
sixty (60) days after the Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive an Appraisal
(the cost of which shall be paid by the Master Servicer as a Servicing Advance); provided , further , however , that
with respect to an Appraisal Reduction Event as set forth in clause&thinsp;(i) of the definition of Appraisal Reduction Event, the
Special Servicer shall order and use reasonable efforts to receive such Appraisal within the one hundred twenty (120) day period set forth
in such clause&thinsp;(i) , and with respect to an Appraisal Reduction Event as set forth in clause&thinsp;(vi) of the definition
of Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such Appraisal within the ninety
(90) day period or one hundred twenty (120) day period, as applicable, set forth in such clause&thinsp;(vi) ; provided , further ,
that in no event shall the Special Servicer be required to obtain any such Appraisal prior to the conclusion of such sixty (60), ninety
(90) or one hundred twenty (120) day period, as applicable and, in each case, the related Appraisal shall be promptly delivered in electronic
format by the Special Servicer to the Master Servicer and the Directing Certificateholder (but in the case of the Directing Certificateholder,
only prior to the occurrence and continuance of a Consultation Termination Event and other than with respect to any Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class), the

 - 10 -

 Certificate Administrator and the Trustee.
In connection with any Appraisal Reduction Amount, the Master Servicer shall use reasonable efforts to provide the Special Servicer with
the information as set forth in Section&thinsp;4.05(c) within five (5) Business Days of its receipt of any such request. The Master
Servicer shall not calculate Appraisal Reduction Amounts.

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

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

 Any Appraisal Reduction Amount
in respect of a Non-Serviced Whole Loan and allocable to the related Non-Serviced Mortgage Loan shall be calculated by the applicable
party under, and in accordance with and pursuant to the terms of, the applicable Non-Serviced PSA and shall constitute an &ldquo;Appraisal
Reduction Amount&rdquo; under the terms of this Agreement with respect to such Non-Serviced Mortgage Loan and the Master Servicer,
the Special Servicer and the Certificate Administrator are entitled to conclusively rely on such calculation.

 &ldquo; Appraisal Reduction
Event &rdquo;: With respect to any Serviced Mortgage Loan, Serviced Companion Loan and Serviced Whole Loan, the earliest of (i)&thinsp;one
hundred twenty (120) days after an uncured delinquency (without regard to the application of any Grace Period), other than any uncured
delinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan,
as applicable, (ii)&thinsp;the date on which a reduction in the amount of Periodic Payments on such Mortgage Loan, Serviced Companion Loan
or Serviced Whole Loan, as applicable, or a change in any other material economic term of such Mortgage Loan, Serviced Companion Loan
or Serviced Whole Loan, as applicable (other than an extension of the Maturity Date), becomes effective as a result of a modification
of such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, by the Special Servicer, (iii)&thinsp;thirty (30)
days after the date on which a receiver has been appointed for the Mortgaged Property, (iv)&thinsp;thirty (30) days after the date on which
a Mortgagor or the tenant at a single tenant property declares bankruptcy (and the bankruptcy petition is not otherwise dismissed within
such time), (v)&thinsp;sixty (60) days after the date on which an involuntary petition of bankruptcy is filed with respect to a Mortgagor
if not dismissed within such time, (vi)&thinsp;ninety (90) days after an uncured delinquency occurs in respect of a Balloon Payment with
respect to such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, except where a refinancing or sale is anticipated
within one hundred twenty (120) days after the Maturity Date of the Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as
applicable, in which case one hundred twenty (120) days after such uncured delinquency, and (vii)&thinsp;immediately after such Mortgage
Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, becomes an REO Loan; provided that the thirty (30) day period
referenced in clause&thinsp;(iii) and clause&thinsp;(iv) shall not apply if the related Mortgage Loan is a Specially Serviced
Loan; provided , further , however , that an Appraisal Reduction Event shall not occur at any time when the aggregate
Certificate Balances of

 - 11 -

 all Classes of Subordinate Certificates have
been reduced to zero. The Special Servicer shall notify the Master Servicer, the Directing Certificateholder, the Operating Advisor, the
Other Servicer and the Other Trustee, if applicable, or the Master Servicer shall notify the Special Servicer, the Operating Advisor,
the Other Servicer and the Other Trustee as applicable, promptly upon such Person having notice or knowledge of the occurrence of any
of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject
to the provisions of Section&thinsp;4.05 .

 &ldquo; Appraisal Review
Period &rdquo;: As defined in Section&thinsp;4.05(b)(ii) .

 &ldquo; Appraised-Out
Class &rdquo;: As defined in Section&thinsp;4.05(b)(i) .

 &ldquo; Appraised Value &rdquo;:
(i)&thinsp;With respect to any Mortgaged Property, the appraised value thereof as determined by the most recent Appraisal of the Mortgaged
Property securing the related Mortgage Loan, Serviced Whole Loan, or Serviced AB Whole Loan, as applicable and (ii)&thinsp;with respect
to a Non-Serviced Mortgaged Property, the appraised value allocable thereto, as determined pursuant to the applicable Non-Serviced
PSA.

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

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

 &ldquo; ASR Consultation
Process &rdquo;: As defined in Section 3.19(d) .

 &ldquo; Asset Representations
Reviewer &rdquo;: Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors-in-interest.

 &ldquo; Asset Representations
Reviewer Asset Review Fee &rdquo;: As defined in Section&thinsp;12.02(b) .

 &ldquo; Asset Representations
Reviewer Fee &rdquo;: As defined in Section&thinsp;12.02(a) .

 &ldquo; Asset Representations
Reviewer Fee Rate &rdquo;: As defined in Section&thinsp;12.02(a) .

 &ldquo; Asset Representations
Reviewer Termination Event &rdquo;: As defined in Section&thinsp;12.05(a) .

 &ldquo; Asset Representations
Reviewer Upfront Fee &rdquo;: As defined in Section&thinsp;12.02(a) .

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

 &ldquo; Asset Review Notice &rdquo;:
As defined in Section&thinsp;12.01(a) .

 &ldquo; Asset Review Quorum &rdquo;:
In connection with any solicitation of votes to authorize an Asset Review as described in Section&thinsp;12.01(a) , the Certificateholders
evidencing at least 5% of the aggregate Voting Rights represented by all of the Certificates that have Voting Rights.

 - 12 -

 &ldquo; Asset Review Report &rdquo;:
As defined in Section&thinsp;12.01(b)(viii) , a report setting forth the findings and conclusions of an Asset Review substantially
in the form attached hereto as Exhibit&thinsp;OO .

 &ldquo; Asset Review Report
Summary &rdquo;: As defined in Section&thinsp;12.01(b)(viii) , a summary report setting forth the conclusions of an Asset Review
Report substantially in the form attached hereto as Exhibit&thinsp;PP .

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

 &ldquo; Asset Review Trigger &rdquo;:
Any time when either (1)&thinsp;Mortgage Loans with an aggregate outstanding principal balance of 25.0% or more of the aggregate outstanding
principal balance of all of the Mortgage Loans (including any successor REO Loans (or a portion of any REO Loan corresponding to the predecessor
Mortgage Loan, in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period are Delinquent Loans
or (2)&thinsp;(A)&thinsp;prior to and including the second (2nd)&thinsp;anniversary of the Closing Date, at least ten (10) Mortgage Loans are
Delinquent Loans as of the end of the applicable Collection Period and the outstanding principal balance of such Delinquent Loans in the
aggregate constitutes at least 15% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any successor
REO Loans (or a portion of any REO Loan corresponding to the predecessor Mortgage Loan, in the case of a Whole Loan)) held by the Trust
as of the end of the applicable Collection Period, or (B)&thinsp;after the second (2nd) anniversary of the Closing Date, at least fifteen
(15) Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the outstanding principal balance of such
Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage Loans
(including any successor REO Loans (or a portion of any REO Loan corresponding to the predecessor Mortgage Loan, in the case of a Whole
Loan)) held by the Trust as of the end of the applicable Collection Period.

 &ldquo; Asset Review Vote
Election &rdquo;: As defined in Section&thinsp;12.01(a) .

 &ldquo; Asset Status Report &rdquo;:
As defined in Section&thinsp;3.19(d) .

 &ldquo; Assignment &rdquo;
and &ldquo; Assignments &rdquo;: Each as defined in Section&thinsp;2.01(c) .

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

 &ldquo; Assignment of Mortgage &rdquo;:
With respect to any Mortgaged Property, an assignment of Mortgage without recourse, notice of transfer or equivalent instrument, in

 - 13 -

 recordable form, which is sufficient under
the laws of the jurisdiction in which the related Mortgaged Property is located to reflect of record the assignment of the Mortgage, which
assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering Mortgages encumbering
Mortgaged Properties located in the same jurisdiction, if permitted by law and acceptable for recording.

 &ldquo; Assumed Scheduled
Payment &rdquo;: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) that
is delinquent in respect of its Balloon Payment or any REO Loan (excluding, for purposes of determining or making P&I Advances, the
portion allocable to any related Companion Loan), an amount equal to the sum of (a)&thinsp;the principal portion of the Periodic Payment
that would have been due on such Mortgage Loan or REO Loan on the related Due Date based on the constant payment required by the related
Mortgage Note or the original amortization schedule of such Mortgage Loan (as calculated with interest at the related Mortgage Rate),
if applicable, assuming such Balloon Payment has not become due, after giving effect to any reduction in the principal balance thereof
occurring in connection with a modification of such Mortgage Loan in connection with a default or bankruptcy (or similar proceeding),
and (b)&thinsp;interest on the Stated Principal Balance of such Mortgage Loan or REO Loan (excluding, for purposes of determining P&I
Advances, the portion allocable to any related Companion Loan) at the applicable Mortgage Rate (net of interest at the Servicing Fee Rate
and the related Non-Serviced Primary Servicing Fee Rate, if applicable).

 &ldquo; Authenticating
Agent &rdquo;: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating Agent
pursuant to Section&thinsp;5.02(a) , in each case in its capacity as authenticating agent, or if any successor authenticating agent
is appointed pursuant to Section&thinsp;5.02(a) , such successor authenticating agent.

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

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

 (i) &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;all
Periodic Payments paid by the Mortgagors of a Mortgage Loan that are due on a Due Date following the end of the related Collection Period,
excluding interest relating to payments prior to, but due after, the Cut-off Date;

 (ii) &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;all
unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following the related Due Date
for the

 - 14 -

 related Mortgage Loan), Liquidation Proceeds,
Insurance and Condemnation Proceeds and other unscheduled recoveries, in each case, received subsequent to the related Determination Date
(or, with respect to voluntary Principal Prepayments for each Mortgage Loan with a Due Date occurring after the related Determination
Date, subsequent to the related Due Date) allocable to the Mortgage Loans;

 (iii) &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;(A)&thinsp;all
amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses&thinsp;(ii) through (xx) ,
inclusive, and (xxiii) of Section&thinsp;3.05(a) ; (B) all amounts payable or reimbursable to any Person from the Lower-Tier
REMIC Distribution Account pursuant to clauses&thinsp;(ii) through (vii) , inclusive, of Section&thinsp;3.05(b) ;
and (C)&thinsp;any Net Investment Earnings contained therein;

 (iv) &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;with
respect to the Actual/360 Mortgage Loans and any Distribution Date occurring in (1)&thinsp;each February or (2)&thinsp;any January in
a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), an amount equal to
one (1) day of interest on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month preceding the month in
which such Distribution Date occurs at the related Mortgage Rate to the extent such amounts are Withheld Amounts;

 (v) &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;[reserved];

 (vi) &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;all
Prepayment Premiums and Yield Maintenance Charges allocable to the Mortgage Loans;

 (vii) &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;all
amounts deposited in the Collection Account in error; and

 (viii) &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;any
Penalty Charges allocable to the Mortgage Loans;

 (b) &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
 if and to the extent not already included in clause (a) , the aggregate amount transferred from the REO Accounts allocable
to the Mortgage Loans to the Collection Account for such Distribution Date pursuant to Section 3.14(c) if received by the Master
Servicer on or prior to the related Determination Date;

 (c) &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
 the aggregate amount of any Compensating Interest Payments made by the Master Servicer in respect of the Mortgage Loans with respect
to such Distribution Date and P&I Advances made by the Master Servicers or the Trustee, as applicable, with respect to the Mortgage
Loan and the Distribution Date (net of the related Certificate Administrator Fee, Operating Advisor Fee, Asset Representations Reviewer
Fee, and CREFC &reg; Intellectual Property Royalty License Fee with respect to the Mortgage Loans for which such P&I Advances
are made) pursuant to Section&thinsp;4.03 or Section&thinsp;7.05 ; and

 (d) &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
 with respect to each Actual/360 Mortgage Loan and any Distribution Date occurring in each March (or February, if the related Distribution
Date is the final Distribution Date), the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account pursuant to Section&thinsp;3.21(b) .

 - 15 -

 Notwithstanding the investment
of funds held in the Collection Account pursuant to Section 3.06 , for purposes of calculating the Available Funds, the amounts
so invested shall be deemed to remain on deposit in such accounts.

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

 &ldquo; Balloon Payment &rdquo;:
With respect to any Balloon Mortgage Loan, as of any date of determination, the Periodic Payment payable on the Maturity Date of such
Balloon Mortgage Loan.

 &ldquo; Bankruptcy Code &rdquo;:
The federal bankruptcy code, as amended from time to time (Title 11 of the United States Code).

 &ldquo; Base Interest Fraction &rdquo;:
As defined in Section&thinsp;4.01(e) .

 &ldquo; Book-Entry
Certificate &rdquo;: Any Certificate registered in the name of the Depository or its nominee.

 &ldquo; Borrower Party &rdquo;:
A borrower, a Mortgagor, a manager of a Mortgaged Property, an Accelerated Mezzanine Loan Lender, or any Borrower Party Affiliate.

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

 &ldquo; Borrower-Related
Party &rdquo;: As defined in Section 3.32 .

 &ldquo; Breach &rdquo;:
With respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in Section&thinsp;4(b)
of the related Mortgage Loan Purchase Agreement.

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

 - 16 -

 &ldquo; CERCLA &rdquo;:
The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

 &ldquo; Certificate &rdquo;:
Any one of the Depositor&rsquo;s Commercial Mortgage Pass-Through Certificates, Series 2026-5C9, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.

 &ldquo; Certificate Administrator &rdquo;:
Computershare Trust Company, National Association, in its capacity as certificate administrator, or if any successor certificate administrator
is appointed thereto pursuant to Section&thinsp;5.08 or any successor certificate administrator appointed hereunder. Computershare
Trust Company, National Association shall perform the certificate administrator role through its Corporate Trust Services division, including,
as applicable, any agents or affiliates utilized thereby.

 &ldquo; Certificate Administrator
Fee &rdquo;: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator&rsquo;s activities
under this Agreement; provided that the Certificate Administrator Fee includes the Trustee Fee, and the Certificate Administrator
shall pay the Trustee Fee to the Trustee.

 &ldquo; Certificate Administrator
Fee Rate &rdquo;: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.01520% per annum and
the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated on the related Mortgage
Loan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding Distribution Date. The Certificate
Administrator Fee includes the Trustee Fee.

 &ldquo; Certificate Administrator&rsquo;s
Website &rdquo;: The Certificate Administrator&rsquo;s Internet website, which shall initially be located at &ldquo;www.ctslink.com&rdquo;.

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

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

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

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

 - 17 -

 &ldquo; Certificateholder &rdquo;
or &ldquo; Holder &rdquo;: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial owner
thereof; provided , however , that solely for the purposes of giving any consent, approval, waiver or taking any action pursuant
to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer, the Special Servicer (including,
for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan
Seller, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed not to be outstanding and any Class G-RR,
Class H-RR or Class J-RR Certificate registered in the name of or beneficially owned by the Holder of the VRR Interest shall be deemed
not to be outstanding ( provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded Controlling
Class Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect to any related Excluded
Controlling Class Loan; and provided , further , that any Controlling Class Certificates owned by a Special Servicer or an
Affiliate thereof shall not be deemed to be outstanding as to the Special Servicer or such Affiliate solely with respect to any related
Excluded Special Servicer Loan), and the Voting Rights to which it is entitled shall not be taken into account in determining whether
the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take any such action has been obtained;
 provided , however , that the foregoing restrictions shall not apply in the case of the Master Servicer, the Special Servicer
(including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, any
Mortgage Loan Seller or any Affiliate of any of such Persons unless such consent, approval or waiver sought from such party would in any
way increase its compensation or limit its obligations in the named capacities hereunder or waive a Servicer Termination Event or trigger
an Asset Review (with respect to an Asset Review and any Mortgage Loan Seller, solely with respect to any related Mortgage Loan subject
to the Asset Review); provided , further , that so long as there is no Servicer Termination Event with respect to the Master
Servicer or the Special Servicer, as applicable, the Master Servicer and the Special Servicer or any such Affiliate thereof shall be entitled
to exercise such Voting Rights with respect to any issue which could reasonably be believed to adversely affect such party&rsquo;s compensation
or increase its obligations or liabilities hereunder; and provided , further , that such restrictions shall not apply to (i)&thinsp;the
exercise of the Special Servicer&rsquo;s, the Master Servicer&rsquo;s or any Mortgage Loan Seller&rsquo;s rights, if any, or any of their
Affiliates as a member of the Controlling Class or (ii)&thinsp;any Affiliate of the Depositor, the Master Servicer, the Special Servicer,
the Trustee or the Certificate Administrator that has provided an Investor Certification in which it has certified as to the existence
of certain policies and procedures restricting the flow of information between it and the Depositor, the Master Servicer, the Special
Servicer, the Trustee or the Certificate Administrator, as applicable. The Trustee and the Certificate Administrator shall each be entitled
to request and rely upon a certificate of the Master Servicer, the Special Servicer or the Depositor in determining whether a Certificate
is registered in the name of an Affiliate of such Person. All references herein to &ldquo;Holders&rdquo; or &ldquo;Certificateholders&rdquo;
shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository Participants,
except as otherwise specified herein; provided , however , that the parties hereto shall recognize as a &ldquo;Holder&rdquo;
or &ldquo;Certificateholder&rdquo; only the Person in whose name a Certificate is registered in the Certificate Register. The Trustee
shall be the Holder of the Lower-Tier Regular Interests for the benefit of the Certificateholders.

 &ldquo; Certificateholder
Quorum &rdquo;: The Holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the application
of Realized Losses and, other

 - 18 -

 than with respect to the termination of the
Asset Representations Reviewer, the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance
of the Certificates) of all Principal Balance Certificates on an aggregate basis.

 &ldquo; Certificateholder
Repurchase Request &rdquo;: As defined in Section&thinsp;2.03(k)(i) .

 &ldquo; Certification Parties &rdquo;:
As defined in Section&thinsp;11.06 .

 &ldquo; Certification Party &rdquo;:
Any one of the Certification Parties.

 &ldquo; Certifying Person &rdquo;:
As defined in Section&thinsp;11.06 .

 &ldquo; Certifying Servicer &rdquo;:
As defined in Section&thinsp;11.09 .

 &ldquo; Class &rdquo;:
With respect to any Certificates, all of the Certificates bearing the same alphabetical (and, if applicable, alphanumeric) Class designation.
Each designated Lower-Tier Regular Interest shall be a Class.

 &ldquo; Class&thinsp;A Certificate &rdquo;:
Any Class&thinsp;A-1, Class&thinsp;A-2, Class&thinsp;A-3 and Class&thinsp;A-S Certificate.

 &ldquo; Class&thinsp;A-1
Certificate &rdquo;: A Certificate designated as &ldquo;Class&thinsp;A-1&rdquo; on the face thereof, in the form of Exhibit&thinsp;A-1
hereto, and evidencing a &ldquo;regular interest&rdquo; in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 &ldquo; Class&thinsp;A-1
Pass-Through Rate &rdquo;: With respect to any Distribution Date, a per annum rate equal to 4.62700%.

 &ldquo; Class&thinsp;A-2
Certificate &rdquo;: A Certificate designated as &ldquo;Class&thinsp;A-2&rdquo; on the face thereof, in the form of Exhibit&thinsp;A-1
hereto, and evidencing a &ldquo;regular interest&rdquo; in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 &ldquo; Class&thinsp;A-2
Pass-Through Rate &rdquo;: With respect to any Distribution Date, a per annum rate equal to 4.99700%.

 &ldquo; Class&thinsp;A-3
Certificate &rdquo;: A Certificate designated as &ldquo;Class&thinsp;A-3&rdquo; on the face thereof, in the form of Exhibit&thinsp;A-1
hereto, and evidencing a &ldquo;regular interest&rdquo; in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 &ldquo; Class&thinsp;A-3
Pass-Through Rate &rdquo;: With respect to any Distribution Date, a per annum rate equal to 5.48600%.

 &ldquo; Class&thinsp;A-S
Certificate &rdquo;: A Certificate designated as &ldquo;Class&thinsp;A-S&rdquo; on the face thereof, in the form of Exhibit&thinsp;A-1
hereto, and evidencing a &ldquo;regular interest&rdquo; in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 - 19 -

 &ldquo; Class&thinsp;A-S
Pass-Through Rate &rdquo;: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 5.80200% and
(ii) the Weighted Average Net Mortgage Rate for such Distribution Date.

 &ldquo; Class&thinsp;B Certificate &rdquo;:
A Certificate designated as &ldquo;Class&thinsp;B&rdquo; on the face thereof, in the form of Exhibit&thinsp;A-1 hereto, and evidencing
a &ldquo;regular interest&rdquo; in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 &ldquo; Class&thinsp;B Pass-Through
Rate &rdquo;: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 6.10000% and (ii) the Weighted
Average Net Mortgage Rate for such Distribution Date.

 &ldquo; Class&thinsp;C Certificate &rdquo;:
A Certificate designated as &ldquo;Class&thinsp;C&rdquo; on the face thereof, in the form of Exhibit&thinsp;A-1 hereto, and evidencing
a &ldquo;regular interest&rdquo; in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 &ldquo; Class&thinsp;C Pass-Through
Rate &rdquo;: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 5.74600% and (ii) the Weighted
Average Net Mortgage Rate for such Distribution Date.

 &ldquo; Class&thinsp;D Certificate &rdquo;:
A Certificate designated as &ldquo;Class&thinsp;D&rdquo; on the face thereof, in the form of Exhibit&thinsp;A-1 hereto, and evidencing
a &ldquo;regular interest&rdquo; in the Upper-Tier REMIC.

 &ldquo; Class&thinsp;D Pass-Through
Rate &rdquo;: With respect to any Distribution Date, a per annum rate equal to 4.50000%.

 &ldquo; Class&thinsp;E Certificate &rdquo;:
A Certificate designated as &ldquo;Class&thinsp;E&rdquo; on the face thereof, in the form of Exhibit&thinsp;A-1 hereto, and evidencing
a &ldquo;regular interest&rdquo; in the Upper-Tier REMIC.

 &ldquo; Class&thinsp;E Pass-Through
Rate &rdquo;: With respect to any Distribution Date, a per annum rate equal to 4.50000%.

 &ldquo; Class&thinsp;F Certificate &rdquo;:
A Certificate designated as &ldquo;Class&thinsp;F&rdquo; on the face thereof, in the form of Exhibit&thinsp;A-1 hereto, and evidencing
a &ldquo;regular interest&rdquo; in the Upper-Tier REMIC.

 &ldquo; Class&thinsp;F Pass-Through
Rate &rdquo;: With respect to any Distribution Date, a per annum rate equal to 4.50000%.

 &ldquo; Class&thinsp;G-RR
Certificate &rdquo;: A Certificate designated as &ldquo;Class&thinsp;G-RR&rdquo; on the face thereof, in the form of Exhibit&thinsp;A-1
hereto, and evidencing a &ldquo;regular interest&rdquo; in the Upper-Tier REMIC.

 &ldquo; Class&thinsp;G-RR
Pass-Through Rate &rdquo;: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate for such Distribution Date.

 &ldquo; Class&thinsp;H-RR
Certificate &rdquo;: A Certificate designated as &ldquo;Class&thinsp;H-RR&rdquo; on the face thereof, in the form of Exhibit&thinsp;A-1
hereto, and evidencing a &ldquo;regular interest&rdquo; in the Upper-Tier REMIC.

 - 20 -

 &ldquo; Class&thinsp;H-RR
Pass-Through Rate &rdquo;: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate for such Distribution Date.

 &ldquo; Class&thinsp;J-RR
Certificate &rdquo;: A Certificate designated as &ldquo;Class&thinsp;J-RR&rdquo; on the face thereof, in the form of Exhibit&thinsp;A-1
hereto, and evidencing a &ldquo;regular interest&rdquo; in the Upper-Tier REMIC.

 &ldquo; Class&thinsp;J-RR
Pass-Through Rate &rdquo;: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate for such Distribution Date.

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

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

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

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

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

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

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

 &ldquo; Class&thinsp;LE Uncertificated
Interest &rdquo;: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original

 - 21 -

 Lower-Tier Principal Amount and per
annum rate of interest set forth in the Preliminary Statement hereto.

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

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

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

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

 &ldquo; Class&thinsp;LR Interest &rdquo;:
The uncertificated residual interest in the Lower-Tier REMIC represented by the Class&thinsp;R Certificates.

 &ldquo; Class&thinsp;R Certificate &rdquo;:
A Certificate designated as &ldquo;Class&thinsp;R&rdquo; on the face thereof in the form of Exhibit&thinsp;A-2 hereto, and evidencing
the sole class of &ldquo;residual interests&rdquo; in each Trust REMIC.

 &ldquo; Class&thinsp;UR Interest &rdquo;:
The uncertificated residual interest in the Upper-Tier REMIC represented by the Class&thinsp;R Certificates.

 &ldquo; Class&thinsp;X Certificates &rdquo;:
The Class&thinsp;X-A, Class&thinsp;X-B, Class&thinsp;X-D, Class X-E or Class X-F Certificates, as the context may require.

 &ldquo; Class&thinsp;X-A
Certificate &rdquo;: A Certificate designated as &ldquo;Class&thinsp;X-A&rdquo; on the face thereof, in the form of Exhibit&thinsp;A-1
hereto, and evidencing a &ldquo;regular interest&rdquo; in the Upper-Tier REMIC.

 &ldquo; Class&thinsp;X-A
Notional Amount &rdquo;: As of any date of determination, the aggregate of the Certificate Balances of the Class&thinsp;A-1, Class&thinsp;A-2
and Class&thinsp;A-3 Certificates.

 &ldquo; Class&thinsp;X-A
Pass-Through Rate &rdquo;: With respect to Distribution Date, the excess, if any, of (a)&thinsp;the Weighted Average Net Mortgage
Rate for the related Distribution Date, over (b)&thinsp;the weighted average of the Pass-Through Rates of the Class&thinsp;A Certificates
(other than the Class&thinsp;A-S Certificates) for such Distribution Date, weighted on the basis of their respective Certificate Balances
or Notional Amounts immediately prior to the Distribution Date. The Pass-Through Rate

 - 22 -

 applicable to the Class&thinsp;X-A Certificates
for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.

 &ldquo; Class&thinsp;X-B
Certificate &rdquo;: A Certificate designated as &ldquo;Class&thinsp;X-B&rdquo; on the face thereof, in the form of Exhibit&thinsp;A-1
hereto, and evidencing a &ldquo;regular interest&rdquo; in the Upper-Tier REMIC.

 &ldquo; Class&thinsp;X-B
Notional Amount &rdquo;: As of any date of determination, the aggregate of the Certificate Balances of the Class&thinsp;A-S, Class&thinsp;B
and Class&thinsp;C Certificates.

 &ldquo; Class&thinsp;X-B
Pass-Through Rate &rdquo;: With respect to any Distribution Date, the excess, if any, of (a)&thinsp;the Weighted Average Net Mortgage
Rate for the related Distribution Date, over (b)&thinsp;the weighted average of the Pass-Through Rates of the Class&thinsp;A-S, Class&thinsp;B
and Class&thinsp;C Certificates for such Distribution Date, weighted on the basis of their respective aggregate Certificate Balances immediately
prior to the Distribution Date. The Pass-Through Rate applicable to the Class&thinsp;X-B Certificates for the initial Distribution
Date shall be the rate set forth in the Preliminary Statement hereto.

 &ldquo; Class&thinsp;X-D
Certificate &rdquo;: A Certificate designated as &ldquo;Class&thinsp;X-D&rdquo; on the face thereof, in the form of Exhibit&thinsp;A-1
hereto, and evidencing a &ldquo;regular interest&rdquo; in the Upper-Tier REMIC.

 &ldquo; Class&thinsp;X-D
Notional Amount &rdquo;: As of any date of determination, the Certificate Balance of the Class&thinsp;D Certificates.

 &ldquo; Class&thinsp;X-D
Pass-Through Rate &rdquo;: With respect to any Distribution Date, the excess, if any of (a)&thinsp;the Weighted Average Net Mortgage
Rate for the related Distribution Date, over (b)&thinsp;the Pass-Through Rate of the Class&thinsp;D Certificates for such Distribution
Date. The Pass-Through Rate applicable to the Class&thinsp;X-D Certificates for the initial Distribution Date shall be the rate
set forth in the Preliminary Statement hereto.

 &ldquo; Class&thinsp;X-E
Certificate &rdquo;: A Certificate designated as &ldquo;Class&thinsp;X-E&rdquo; on the face thereof, in the form of Exhibit&thinsp;A-1
hereto, and evidencing a &ldquo;regular interest&rdquo; in the Upper-Tier REMIC.

 &ldquo; Class&thinsp;X-E
Notional Amount &rdquo;: As of any date of determination, the Certificate Balance of the Class&thinsp;E Certificates.

 &ldquo; Class&thinsp;X-E
Pass-Through Rate &rdquo;: With respect to any Distribution Date, the excess, if any of (a)&thinsp;the Weighted Average Net Mortgage
Rate for the related Distribution Date, over (b)&thinsp;the Pass-Through Rate of the Class&thinsp;E Certificates for such Distribution
Date. The Pass-Through Rate applicable to the Class&thinsp;X-E Certificates for the initial Distribution Date shall be the rate
set forth in the Preliminary Statement hereto.

 &ldquo; Class&thinsp;X-F
Certificate &rdquo;: A Certificate designated as &ldquo;Class&thinsp;X-F&rdquo; on the face thereof, in the form of Exhibit&thinsp;A-1
hereto, and evidencing a &ldquo;regular interest&rdquo; in the Upper-Tier REMIC.

 - 23 -

 &ldquo; Class&thinsp;X-F
Notional Amount &rdquo;: As of any date of determination, the Certificate Balance of the Class&thinsp;F Certificates.

 &ldquo; Class&thinsp;X-F
Pass-Through Rate &rdquo;: With respect to any Distribution Date, the excess, if any of (a)&thinsp;the Weighted Average Net Mortgage
Rate for the related Distribution Date, over (b)&thinsp;the Pass-Through Rate of the Class&thinsp;F Certificates for such Distribution
Date. The Pass-Through Rate applicable to the Class&thinsp;X-F Certificates for the initial Distribution Date shall be the rate
set forth in the Preliminary Statement hereto.

 &ldquo; Clearing Agency &rdquo;:
An organization registered as a &ldquo;clearing agency&rdquo; pursuant to Section&thinsp;17A of the Exchange Act. The initial Clearing Agency
shall be DTC.

 &ldquo; Clearstream &rdquo;:
Clearstream Banking, Luxembourg or any successor thereto.

 &ldquo; Closing Date &rdquo;:
May 28, 2026.

 &ldquo; CMBS &rdquo;:
Commercial mortgage-backed securities.

 &ldquo; Code &rdquo;:
The Internal Revenue Code of 1986, as amended.

 &ldquo; Collateral Deficiency
Amount &rdquo;: With respect to any AB Modified Loan as of any date of determination, shall be an amount, calculated by the Special
Servicer, equal to the excess of (i)&thinsp;the Stated Principal Balance of such AB Modified Loan (taking into account the related junior
note(s) and any pari passu notes included therein), over (ii)&thinsp;the sum of (in the case of a Whole Loan, solely to the extent
allocable to the subject Mortgage Loan) (x)&thinsp;the most recent Appraised Value for the related Mortgaged Property or Mortgaged Properties,
plus (y)&thinsp;solely to the extent not reflected or taken into account in such Appraised Value (or in the calculation of any related Appraisal
Reduction Amount) and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination,
any capital or additional collateral contributed by the related Mortgagor at the time the Mortgage Loan became (and as part of the modification
related thereto) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged Properties ( provided that
in the case of a Non-Serviced Mortgage Loan, the amounts set forth in this clause&thinsp;(y) will be taken into account solely
to the extent relevant information is received by the Special Servicer from the Non-Serviced Special Servicer or Non-Serviced Master Servicer),
plus (z)&thinsp;any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause&thinsp;(y)
and solely to the extent not reflected or taken into account in the calculation of any related Appraisal Reduction Amount) held by the
lender in respect of such AB Modified Loan as of the date of such determination, which such excess, for the avoidance of doubt, will be
determined separately from and exclude any related Appraisal Reduction Amounts. The Master Servicer, the Operating Advisor and the Certificate
Administrator shall be entitled to conclusively rely on the Special Servicer&rsquo;s calculation or determination of any Collateral Deficiency
Amount.

 With respect to any Collateral
Deficiency Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section&thinsp;4.05(a) ,
the Appraised Value for the related Mortgaged Property determined in connection with this definition shall be determined on an &ldquo;as-is&rdquo;
basis.

 - 24 -

 &ldquo; Collection Account &rdquo;:
A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section&thinsp;3.04(a) on behalf
of the Trustee for the benefit of the Certificateholders, which, with respect to the Master Servicer, shall be entitled &ldquo;Trimont
LLC, as Master Servicer, on behalf of Deutsche Bank National Trust Company, as Trustee, for the benefit of the registered holders of Wells
Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9, Collection Account&rdquo;.
Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking into account that
each Serviced Companion Loan is subordinate or pari passu , as applicable, to the related Serviced Mortgage Loan to the extent set
forth in the related Intercreditor Agreement, the subaccount or ledger described in the second paragraph of Section&thinsp;3.04(b)
that is part of the Collection Account shall be for the benefit of the Serviced Companion Noteholders, to the extent funds on deposit
in such subaccount are attributed to such Companion Loans and shall not be an asset of the Trust or any Trust REMIC.

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

 &ldquo; Commission &rdquo;:
The Securities and Exchange Commission.

 &ldquo; Companion Distribution
Account &rdquo;: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying Agent
pursuant to Section&thinsp;3.04(b) and held on behalf of the Serviced Companion Noteholders, which shall be entitled &ldquo;Trimont
LLC, as Companion Paying Agent, for the benefit of the Serviced Companion Noteholders of the Serviced Companion Loans, relating to the
Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9, Companion Distribution
Account&rdquo;. The Companion Distribution Account shall not be an asset of the Trust or any Trust REMIC, but instead shall be held by
the Companion Paying Agent on behalf of the Serviced Companion Noteholders. Any such account shall be an Eligible Account. Notwithstanding
the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution Account may be the
subaccount or ledger account referenced in the second paragraph of Section&thinsp;3.04(b) .

 &ldquo; Companion Holders &rdquo;:
Each of the holders of record of any Companion Loan.

 &ldquo; Companion Loan(s) &rdquo;:
With respect to any Mortgage Loan, any other mortgage loan that is not included in the Trust but is secured by the same Mortgage(s) encumbering
the same Mortgaged Property or portfolio of Mortgaged Properties as such Mortgage Loan. With respect to each Whole Loan, the Pari Passu
Companion Loan(s) and the AB Subordinate Companion

 - 25 -

 Loan(s) (if any) are evidenced by the promissory
notes opposite such Whole Loan, set forth in the chart entitled &ldquo;Whole Loans&rdquo; in the Preliminary Statement, as such promissory
notes may be further divided.

 &ldquo; Companion Loan
Rating Agency &rdquo;: Any NRSRO rating any class of Serviced Pari Passu Companion Loan Securities.

 &ldquo; Companion Paying
Agent &rdquo;: With respect to the Serviced Companion Loans, if any, the Master Servicer in its role as Companion Paying Agent appointed
pursuant to Section&thinsp;3.27 .

 &ldquo; Compensating Interest
Payments &rdquo;: With respect to the Master Servicer, an aggregate amount as of any Distribution Date equal to the lesser of (i)&thinsp;the
aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of
the Mortgage Loans (other than Non&ndash;Serviced Mortgage Loans) for which the Master Servicer is acting as Master Servicer and any related
Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced Loan or any Mortgage Loan or related Serviced Pari
Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related
Distribution Date and (ii)&thinsp;the aggregate of (A)&thinsp;that portion of the Master Servicer&rsquo;s Servicing Fees for such Distribution
Date that is, in the case of each Mortgage Loan (other than a Non&ndash;Serviced Mortgage Loan), Serviced Pari Passu Companion Loan and
REO Loan for which the Master Servicer is acting as Master Servicer for which Servicing Fees are being paid to the Master Servicer in
such Collection Period, calculated at a rate of 0.000625% per annum , (B)&thinsp;all Prepayment Interest Excesses received by the
Master Servicer during such Collection Period with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans) (and,
so long as a Serviced Whole Loan is serviced hereunder, any related Serviced Pari Passu Companion Loan) for which the Master Servicer
is acting as Master Servicer subject to such prepayment and (C)&thinsp;to the extent earned on voluntary principal prepayments, net investment
earnings payable to the Master Servicer for such Collection Period received by the Master Servicer during such Collection Period with
respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans) for which the Master Servicer is acting as Master Servicer
or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment. In no event will the rights of the Certificateholders
to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs with respect
to a Mortgage Loan as a result of the Master Servicer&rsquo;s allowing the related Mortgagor to deviate (a &ldquo; Prohibited Prepayment &rdquo;)
from the terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (V)&thinsp;a Non-Serviced Mortgage
Loan, (W)&thinsp;subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Loan,
(X)&thinsp;pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept
such Principal Prepayment in accordance with the Servicing Standard, (Y)(i)&thinsp;at the request or with the consent of the Special Servicer,
or (ii)&thinsp;so long as no Control Termination Event has occurred and is continuing, and other than with respect to an Excluded Loan,
at the request or with the consent of the Directing Certificateholder or (Z)&thinsp;in connection with the payment of any Insurance and
Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master
Servicer shall pay, without regard to clause&thinsp;(ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect
to such Mortgage Loan, otherwise described in clause&thinsp;(i) above in

 - 26 -

 connection with such Prohibited Prepayments.
The Master Servicer shall not be required to make any Compensating Interest Payment as a result of any prepayments on Mortgage Loans or
Companion Loans for which it does not act as Master Servicer or on any AB Subordinate Companion Loan.

 For the avoidance of doubt,
Compensating Interest Payments attributable to a Serviced Whole Loan shall be allocated among the related Mortgage Loan and the related
Serviced Pari Passu Companion Loan(s), pro rata , in accordance with their respective principal balances and the Master Servicer
shall pay the portion of such Compensating Interest Payments allocable to the related Serviced Pari Passu Companion Loan(s) to the related
Non-Serviced Master Servicer.

 &ldquo; Component &rdquo;:
Each of the components of a Componentized Loan.

 &ldquo; Componentized Loan &rdquo;:
Any Mortgage Loan that has been divided into more than one Component under the related loan agreement for purposes of calculating interest
and other amounts payable under such Mortgage Loan. As of the Closing Date, there are no Componentized Loans in the Trust.

 &ldquo; Consultation Termination
Event &rdquo;: At any date at which no Class of Control Eligible Certificates exists where such Class&rsquo;s then-outstanding
Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application
of any Cumulative Appraisal Reduction Amounts; provided , that no Consultation Termination Event may occur with respect to a Loan-Specific
Directing Certificateholder related to a Servicing Shift Whole Loan and the term &ldquo;Consultation Termination Event&rdquo; shall not
be applicable to a Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan; provided , further ,
that a Consultation Termination Event shall not be deemed continuing in the event that the Certificate Balances of the Principal Balance
Certificates (other than the Control Eligible Certificates) have been reduced to zero as a result of the allocation of principal payments
on the Mortgage Loans.

 &ldquo; Consumer Price
Index for All Urban Consumers &rdquo;: The &ldquo;Consumer Price Index for All Urban Consumers&rdquo; as published by the U.S. Department
of Labor.

 &ldquo; Control Eligible
Certificates &rdquo;: Any of the Class G-RR, Class H-RR or Class&thinsp;J-RR Certificates; provided that the Class G-RR, Class
H-RR and Class J-RR Certificates shall only be Control Eligible Certificates for so long as the initial Directing Certificateholder, the
initial Special Servicer or any of their Affiliates is the holder by Certificate Balance of the majority of such Class of Certificates.

 &ldquo; Control Termination
Event &rdquo;: At any date at which no Class of Control Eligible Certificates exists where such Class&rsquo;s then outstanding Certificate
Balance (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance
of such Class in accordance with Section&thinsp;4.05(a) hereof) is at least equal to 25% of the Original Certificate Balance of such
Class; provided , that no Control Termination Event may occur with respect to a Loan-Specific Directing Certificateholder related
to a Servicing Shift Whole Loan and the term &ldquo;Control Termination Event&rdquo; shall not be applicable to a Loan-Specific Directing
Certificateholder related to such Servicing Shift Whole Loan; provided ,

 - 27 -

 further , that a Control Termination
Event shall not be deemed continuing in the event that the Certificate Balances of the Principal Balance Certificates (other than the
Control Eligible Certificates) have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans.

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

 &ldquo; Controlling Class
Certificateholders &rdquo;: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as determined
by the Certificate Registrar, from time to time, upon request by any party hereto. The Depositor, the Trustee, the Master Servicer, the
Special Servicer or the Operating Advisor may from time to time request (the cost of which being an expense of the Trust) that the Certificate
Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class and the Certificate Administrator
shall promptly provide such list without charge to such Depositor, Trustee, Master Servicer, Operating Advisor or Special Servicer, as
applicable. The Trustee, the Master Servicer, the Special Servicer and the Operating Advisor shall be entitled to rely on any such list
so provided.

 &ldquo; Conveyed Property &rdquo;:
As defined in Section&thinsp;2.01(a) .

 &ldquo; Corporate Trust
Office &rdquo;: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular time
its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement
is located (i)&thinsp;with respect to Certificate transfers and surrenders, at Computershare Trust Company, National Association, 1505 Energy
Park Drive, St. Paul, Minnesota 55108, Attention: Certificate Transfer Services WFCM 2026-5C9; (ii)&thinsp;with respect to the Trustee,
at Deutsche Bank National Trust Company, 1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention: Trust Administration&mdash;WFCM
2026-5C9; and (iii)&thinsp;for all other purposes, to the Certificate Administrator at, Computershare Trust Company, National Association,
9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), WFCM 2026-5C9.

 &ldquo; Corrected Loan &rdquo;:
Any Specially Serviced Loan that has become current and remained current for three (3) consecutive Periodic Payments (for such purposes
taking into account any modification or amendment of the related Mortgage Loan or Companion Loan, as applicable, whether by a consensual
modification or in connection with a bankruptcy, insolvency or similar proceeding involving the Mortgagor), and ( provided that
no other Servicing Transfer Event has occurred with respect to such Mortgage Loan or Companion Loan during such preceding three (3) months,
no additional event of default is foreseeable in the reasonable judgment of the

 - 28 -

 Special Servicer and no other event or circumstance
exists that causes such Mortgage Loan or Companion Loan, as applicable, to otherwise constitute a Specially Serviced Loan) the servicing
of which the Special Servicer has returned to the Master Servicer pursuant to Section&thinsp;3.19(a) .

 &ldquo; Credit Risk Retention
Agreement&rdquo; : The Credit Risk Retention Agreement, dated and effective as of May 8, 2026, among the Sponsors, RREF V&ndash;D AIV
RR L, LLC, a Delaware limited liability company, RREF V-D AIV RR A WFCM 2026-5C9, LLC, a Delaware limited liability company, and the Depositor.

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

 &ldquo; CREFC &reg;
Advance Recovery Report &rdquo;: The monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the &ldquo;Advance Recovery Report&rdquo; available as of the Closing Date on the CREFC &reg; Website,
or such other form for the presentation of such information and containing such additional information as may from time to time be approved
by the CREFC &reg; for commercial mortgage securities transactions generally.

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

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

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

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

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

 - 29 -

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

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

 &ldquo; CREFC &reg;
Historical Liquidation Loss Template &rdquo;: A report substantially in the form of, and containing the information called for in,
the downloadable form of the &ldquo;Historical Liquidation Loss Template&rdquo; available and effective from time to time on the CREFC &reg;
Website.

 &ldquo; CREFC &reg;
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report &rdquo;: The monthly report in the &ldquo;Historical Loan
Modification/Forbearance and Corrected Mortgage Loan Report&rdquo; format substantially in the form of and containing the information
called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to
time by the CREFC &reg; for commercial mortgage securities transactions generally.

 &ldquo; CREFC &reg;
Intellectual Property Royalty License Fee &rdquo;: With respect to each Mortgage Loan and REO Loan (other than the portion of an REO
Loan related to any Companion Loan) and for any Distribution Date, the amount accrued during the related Interest Accrual Period at the
CREFC &reg; Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such Mortgage Loan or REO Loan
as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed
for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related
Mortgage Loan or REO Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC &reg;
Intellectual Property Royalty License Fee shall be deemed payable by the Master Servicer from the Lower-Tier REMIC.

 &ldquo; CREFC &reg;
Intellectual Property Royalty License Fee Rate &rdquo;: With respect to each Mortgage Loan and REO Loan (but excluding any related
Companion Loan), a rate equal to 0.00050% per annum .

 &ldquo; CREFC &reg;
Interest Shortfall Reconciliation Template &rdquo;: A report substantially in the form of, and containing the information called for
in, the downlo…

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