BANK5 2026-5YR22

Current report (Form 8-K) · Jun 11, 2026 · Multiple disclosures including leadership change and acquisition or asset sale

Company

BANK5 2026-5YR22

Documents

Primary topic

Leadership change

Filed

Jun 11, 2026

Overview Analysis Documents(15)Full text Exhibits(2)

EX-99.5 · TRUST AND SERVICING AGREEMENT, DATED AS OF MAY 13, 2026

Type

EX-99.5

File

exh99_5-mtn2026lpfxtsa.htm

Document text
EX-99.5 · TRUST AND SERVICING AGREEMENT, DATED AS OF MAY 13, 2026 EX-99.5 3 exh99_5-mtn2026lpfxtsa.htm TRUST AND SERVICING AGREEMENT, DATED AS OF MAY 13, 2026 Exhibit 99.5 EXECUTION VERSION Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, BSP Special Servicer, LLC, as Special Servicer, COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Certificate Administrator, COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, and PARK BRIDGE LENDER SERVICES LLC , as Operating Advisor TRUST AND SERVICING AGREEMENT Dated as of May 13, 2026 MTN Commercial Mortgage Trust 2026-LPFX, Commercial Mortgage Pass-Through Certificates, Series 2026-LPFX           TABLE OF CONTENTS Page 1. DEFINITIONS 1.1. Definitions 6 1.2. Interpretation 66 1.3. Certain Calculations in Respect of the Mortgage Loan and the Companion Loans 67 2. DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES 2.1. Creation and Declaration of Trust; Conveyance of the Mortgage Loan 71 2.2. Acceptance by the Trustee and the Custodian 73 2.3. Representations and Warranties of the Trustee 77 2.4. Representations and Warranties of the Certificate Administrator 78 2.5. Representations and Warranties of the Servicer 79 2.6. Representations and Warranties of the Special Servicer 81 2.7. Representations and Warranties of the Depositor 82 2.8. Representations and Warranties of the Operating Advisor 83 2.9. Representations and Warranties Contained in the Mortgage Loan Purchase Agreement 85 2.10. Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests 87 2.11. Miscellaneous REMIC Provisions 88 2.12. Resignation Upon Prohibited Risk Retention Affiliation 88 2.13. Creation of the Grantor Trust 89 2.14. Deposit of Funds into the Rating Agency Surveillance Reserve Account 89 3. ADMINISTRATION AND SERVICING OF THE Mortgage Loan 3.1. Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer 89 3.2. Sub-Servicing Agreements 91 3.3. Cash Management Account 93 3.4. Collection Account and Companion Loan Distribution Account 93 3.5. Distribution Account 99 3.6. Foreclosed Property Account 101 3.7. Appraisal Reductions 101 3.8. Investment of Funds in the Collection Account and Any Foreclosed Property Account 106 3.9. Payment of Taxes, Assessments, etc 108 3.10. Appointment of Special Servicer 108 3.11. Maintenance of Insurance and Errors and Omissions and Fidelity Coverage 115   i     3.12. Procedures with Respect to Defaulted Whole Loan; Realization upon the Properties 118 3.13. Custodian and Trustee to Cooperate; Release of Items in Mortgage File 121 3.14. Title and Management of Foreclosed Property 121 3.15. Sale of Foreclosed Property 124 3.16. Sale of the Whole Loan 127 3.17. Servicing Compensation 131 3.18. Reports to the Certificate Administrator; Account Statements 136 3.19. [Reserved] 137 3.20. [Reserved] 137 3.21. Access to Certain Documentation Regarding the Whole Loan and Other Information 137 3.22. Inspections 138 3.23. Advances 139 3.24. Modifications of Loan Documents 144 3.25. Conflicts of Interests; Mandatory Resignation of Servicer and Special Servicer 147 3.26. [Reserved.] 147 3.27. The Operating Advisor 147 3.28. Rating Agency Confirmation 154 3.29. Miscellaneous Provisions 155 3.30. Companion Loan Intercreditor Matters 156 3.31. Additional Matters with Respect to the Mortgage Loan, any Companion Loan and the Whole Loan 157 3.32. Credit Risk Retention 161 3.33. Liquidation Proceeds Holdback Account 161 4. DISTRIBUTIONS AND STATEMENTS TO CERTIFICATEHOLDERS 4.1. Distributions 164 4.2. Withholding Tax 169 4.3. Allocation and Distribution of Yield Maintenance Premium 169 4.4. Statements to Certificateholders 169 4.5. Investor Q&A Forum; Investor Registry and Rating Agency Q&A Forum 172 4.6. Grantor Trust Reporting 176 5. THE CERTIFICATES 5.1. The Certificates 177 5.2. Form and Registration 179 5.3. Registration of Transfer and Exchange of Certificates 181 5.4. Mutilated, Destroyed, Lost or Stolen Certificates 189 5.5. Persons Deemed Owners 189 5.6. Access to List of Certificateholders’ Names and Addresses; Special Notices 189 5.7. Maintenance of Office or Agency 190   ii     6. THE DEPOSITOR, THE SERVICER, THE SPECIAL SERVICER AND THE oPERATING ADVISOR 6.1. Respective Liabilities of the Depositor, the Servicer, the Special Servicer and the Operating Advisor 190 6.2. Merger or Consolidation of the Servicer, the Special Servicer, or the Operating Advisor 190 6.3. Limitation on Liability of the Depositor, the Servicer, the Special Servicer, the Operating Advisor and Others 191 6.4. Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer 192 6.5. Ethical Wall 194 6.6. Indemnification by the Servicer, the Special Servicer, the Operating Advisor and the Depositor 195 7. SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE 7.1. Servicer Termination Events; Special Servicer Termination Events 195 7.2. Trustee to Act; Appointment of Successor 203 7.3. [Reserved] 205 7.4. Other Remedies of Trustee 205 7.5. Waiver of Past Servicer Termination Events and Special Servicer Termination Events 206 7.6. Trustee as Maker of Advances 206 8. THE TRUSTEE AND THE Certificate Administrator 8.1. Duties of the Trustee and the Certificate Administrator 207 8.2. Certain Matters Affecting the Trustee and the Certificate Administrator 209 8.3. Neither the Trustee nor the Certificate Administrator is Liable for Certificates, the Mortgage Loan or the Whole Loan 212 8.4. Trustee and Certificate Administrator May Own Certificates 214 8.5. Trustee’s and Certificate Administrator’s Fees and Expenses 214 8.6. Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance 216 8.7. Resignation and Removal of the Trustee or the Certificate Administrator 217 8.8. Successor Trustee or Successor Certificate Administrator 219 8.9. Merger or Consolidation of the Trustee or the Certificate Administrator 220 8.10. Appointment of Co-Trustee or Separate Trustee 220 8.11. Appointment of Authenticating Agent and Custodian 221 8.12. Indemnification by Trustee and the Certificate Administrator 223 8.13. Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information 223 8.14. Access to Certain Information 223   iii     9. CERTAIN MATTERS RELATING TO THE DIRECTING CERTIFICATEHOLDER 9.1. Selection and Removal of the Directing Certificateholder 233 9.2. Limitation on Liability of Directing Certificateholder; Acknowledgements of the Certificateholders 235 9.3. Rights and Powers of the Directing Certificateholder 235 9.4. Directing Certificateholder Contact with Servicer and Special Servicer 240 10. TERMINATION 10.1. Termination 240 10.2. Additional Termination Requirements 241 10.3. Trusts Irrevocable 242 11. MISCELLANEOUS PROVISIONS 11.1. Amendment 242 11.2. Recordation of Agreement; Counterparts 246 11.3. Governing Law; Waiver of Trial by Jury; Submission to Jurisdiction 246 11.4. Notices 247 11.5. Notices to the Rating Agencies and Payment of Surveillance Fees 255 11.6. Severability of Provisions 257 11.7. Limitation on Rights of Certificateholders 257 11.8. Certificates Nonassessable and Fully Paid 258 11.9. Reproduction of Documents 258 11.10. No Partnership 259 11.11. Actions of Certificateholders 259 11.12. Successors and Assigns 259 11.13. Acceptance by Authenticating Agent, Certificate Registrar 260 11.14. Streit Act 260 11.15. Assumption by Trust of Duties and Obligations of the Mortgage Loan Sellers Under the Loan Documents 260 11.16. Grant of a Security Interest 260 11.17. Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreement 261 12. REMIC ADMINISTRATION 12.1. REMIC Administration 261 12.2. Foreclosed Property 264 12.3. Prohibited Transactions and Activities 266 12.4. Indemnification with Respect to Certain Taxes and Loss of REMIC Status 267 13. exchange act reporting and regulation ab compliance 13.1. Intent of the Parties; Reasonableness 267 13.2. Succession; Sub-Servicers; Subcontractors 268 13.3. Other Securitization Trust’s Filing Obligations 270   iv     13.4. Form 10-D Disclosure 270 13.5. Form 10-K Disclosure 270 13.6. Form 8-K Disclosure 271 13.7. Annual Compliance Standards 271 13.8. Annual Reports on Assessment of Compliance with Servicing Criteria 273 13.9. Annual Independent Public Accountants’ Servicing Report 275 13.10. Significant Obligor 276 13.11. Sarbanes-Oxley Backup Certification 277 13.12. Indemnification 277 13.13. Amendments 278 13.14. Termination of the Certificate Administrator 278 13.15. Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan 279 EXHIBITS Exhibit A-1 Form of Class A Certificates Exhibit A-2 Form of Class B Certificates Exhibit A-3 Form of Class C Certificates Exhibit A-4 Form of Class D Certificates Exhibit A-5 Form of Class E Certificates Exhibit A-6 Form of Class F Certificates Exhibit A-7 Form of Class HRR Certificates Exhibit A-8 Form of Class R Certificates Exhibit A-9 Form of Class ELP Certificates Exhibit B Form of Request for Release Exhibit C Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate Exhibit D Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate Exhibit E Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period Exhibit F Form of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate Exhibit G Form of Transfer Certificate of Non-Book Entry Certificate to Temporary Regulation S Global Certificate Exhibit H Form of Transfer Certificate of Non-Book Entry Certificate to Regulation S Global Certificate Exhibit I Form of Transfer Certificate of Non-Book Entry Certificate to Rule 144A Global Certificate Exhibit J-1 Form of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended Exhibit J-2 Form of Transferor Letter Exhibit J-3 Form of ERISA Representation Letter Exhibit J-4 Form of Transferee Certificate for Transfers of the Class HRR Certificates Exhibit J-5 Form of Transferor Certificate for Transfers of the Class HRR Certificates   v     Exhibit J-6 Form of Request of Retaining Sponsor Consent for Release of the Class HRR Certificates Exhibit K-1 Form of Investor Certification for Non-Borrower Affiliates Exhibit K-2 Form of Investor Certification for Borrower Affiliates Exhibit L Applicable Servicing Criteria Exhibit M Form of NRSRO Certification Exhibit N Form of Certificate Administrator Receipt of the Class HRR Certificates Exhibit O Form of Online Market Data Provider Certificate Exhibit P Form of Investment Representation Letter Exhibit Q CREFC® Payment Information Exhibit R-1 Additional Form 10-D Disclosure Exhibit R-2 Additional Form 10-K Disclosure Exhibit S Form of Notice from Operating Advisor Recommending Replacement of Special Servicer Exhibit T Form 8-K Disclosure Information Exhibit U Additional Disclosure Notification Exhibit V Initial Sub-Servicers Exhibit W Form of Annual Compliance Statement Exhibit X Form of Report on Assessment of Compliance with Servicing Criteria Exhibit Y-1 Form of Certification to be Provided to Depositor by Servicer Exhibit Y-2 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Y-3 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Y-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z Form of Operating Advisor Annual Report Exhibit AA-1 Form of Power of Attorney by Trustee for Servicer Exhibit AA-2 Form of Power of Attorney by Trustee for Special Servicer   vi     THIS TRUST AND SERVICING AGREEMENT (“ Agreement ”) is dated as of May 13, 2026 among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, BSP Special Servicer, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. INTRODUCTORY STATEMENT Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain componentized fixed rate loan (the “ Whole Loan ”), evidenced by forty-two promissory notes (collectively, the “ Notes ”). The Whole Loan was co-originated by Wells Fargo Bank, CREFI, BANA, UBS AG New York Branch, MSBNA and BMO pursuant to that certain Loan Agreement, dated as of May 8, 2026 (the “ Origination Date ”) (the “ Loan Agreement ”), among Wells Fargo Bank, CREFI, BANA, UBS AG New York Branch, MSBNA and BMO, as lenders, and the entities set forth therein (collectively, the “ Borrowers ”). The Whole Loan consists of (a) a portion that has an unpaid principal balance as of the Cut-Off Date of $1,282,500,000 (the “ Mortgage Loan ”), and is evidenced by twenty-four fixed-rate promissory notes designated as Note A-1-1, Note A-1-2, Note A-1-3, Note A-1-4, Note A-1-5, Note A-1-6, Note A-2-1, Note A-2-2, Note A-2-3, Note A-2-4, Note A-2-5, Note A-2-6, Note B-1-1, Note B-1-2, Note B-1-3, Note B-1-4, Note B-1-5, Note B-1-6, Note B-2-1, Note B-2-2, Note B-2-3, Note B-2-4, Note B-2-5 and Note B-2-6 (as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified (each, a “ Note ” and collectively, the “ Trust Notes ”), and (b) portions that have an aggregate outstanding principal balance as of the Cut-off Date of $337,500,000 (the “ Companion Loans ”), and are evidenced by the promissory notes designated as Note A-3-1-1, Note A-3-1-2, Note A-3-2-1, Note A-3-2-2, Note A-3-2-3, Note A-3-3, Note A-3-4, Note A-3-5, Note A-3-6, Note A-4-1-1, Note A-4-1-2, Note A-4-2-1, Note A-4-2-2, Note A-4-2-3, Note A-4-3, Note A-4-4, Note A-4-5 and Note A-4-6 (as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, the “ Companion Notes ”). The Trust Notes and the Companion Notes are collectively referred to herein as the “ Notes ” and, each, as a “ Note ” and is secured by a first priority mortgage lien on the Borrower’s fee interest in the Mortgaged Property. For purposes of calculating interest and other amounts payable on the Whole Loan, each Note was divided into components (each a “ Component ” and, collectively the “ Components ”) as follows: Component A, Component B, Component C, Component D, Component E, Component F and Component HRR. The original principal balance of each Component and the initial interest rate thereon (the related “ Component Rate ”) is set forth below:               Component Initial Component Principal Balance Component Rate (1) Component A $ 933,242,769.56 (2) 4.99373% Component B $ 100,929,102.06 (3) 5.28605% Component C $ 94,181,752.61 (4) 5.57805% Component D-1 $ 41,046,375.77 (5) 5.86972% Component D-2 $ 25,500,000.00 5.86972% Component E $ 157,400,000.00 6.35514% Component F $ 203,575,000.00 7.51656% Component HRR $ 64,125,000.00 9.44116% (1) Components A, B, C and D-1 in the aggregate, and the respective portions of the Whole Loan allocated thereto, relate solely to the Trust A Notes and the Companion Notes in the aggregate; and Components D-2, E, F and HRR in the aggregate, and the respective portions of the Whole Loan allocated thereto, relate solely to the B Notes. (2) Only $663,900,000 of the principal balance of Component A relates to the Class A Certificates and the remaining $269,342,769.56 of Component A relates to the Companion Notes. (3) Only $71,800,000 of the principal balance of Component B relates to the Class B Certificates and the remaining $29,129,102.06 of Component B relates to the Companion Notes. (4) Only $67,000,000 of the principal balance of Component C relates to the Class C Certificates and the remaining $27,181,752.61 of Component C relates to the Companion Notes. (5) Only $29,200,000 of the principal balance of Component D-1 relates to the Class D Certificates and the remaining $11,846,375.77 of Component D-1 relates to the Companion Notes. The portion of the Whole Loan co-originated by MSBNA was acquired on or before the Closing Date by MSMCH. The Whole Loan was sold by WFB, CREFI, BANA, UBS AG New York Branch, MSBNA and BMO (collectively, the “ Mortgage Loan Sellers ”) to the Depositor pursuant to a mortgage loan purchase agreement, dated as of May 8, 2026 (the “ Mortgage Loan Purchase Agreement ”), among the Mortgage Loan Sellers and the Depositor. The Companion Loans are not part of the Trust Fund. The relative rights of the lenders in respect of the Whole Loan are set forth in a co-lender agreement dated as of May 8, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “ Co-Lender Agreement ”), among the initial holders of the Notes. From and after the Closing Date, the entire Whole Loan is to be serviced and administered in accordance with this Agreement. As provided for herein, the Certificate Administrator shall elect or shall cause elections to be made to treat designated portions of the Trust Fund (exclusive of the Excess Liquidation Proceeds Option) for federal income tax purposes as two separate real estate mortgage investment conduits (the “ Upper-Tier REMIC ” and the “ Lower-Tier REMIC ” and, each, a “ Trust REMIC ”). Each Class of Regular Certificates will represent a single class of “regular interests” in the Upper-Tier REMIC, as further described herein. Each Class of Uncertificated Lower-Tier Interests will represent a single class of “regular interests” in the Lower-Tier REMIC, as further described herein. The Class R Certificates will evidence the sole class of “residual interests” in each of the Upper-Tier REMIC and Lower-Tier REMIC for purposes of the REMIC Provisions.   - 2 -     In addition, the portion of the Trust Fund consisting of the Excess Liquidation Proceeds Option with respect to the Mortgage Loan, the related proceeds and the related distribution account will be treated as a “grantor trust” (the “ Grantor Trust ”) for federal income tax purposes. The Class ELP Certificates will represent undivided beneficial interests in the Grantor Trust consisting of the Excess Liquidation Proceeds Option, the related proceeds and the related distribution account. As provided herein, the Certificate Administrator shall, at the direction of the Depositor, take all actions expressly required hereunder to ensure that the portion of the Trust Fund consisting of the Grantor Trust maintains its status as a “grantor trust” under federal income tax law and not be treated as part of the Trust REMICs. In exchange for the Mortgage Loan and the Uncertificated Lower-Tier Interests, the Trust will issue to the Depositor the Class A, Class B, Class C, Class D, Class E, Class F, Class HRR, Class R and Class ELP Certificates (collectively, the “ Certificates ”). The Certificates in the aggregate will evidence the entire ownership interest in the Trust. The Trust Fund consists principally of the Mortgage Loan, the Mortgage, the Loan Documents and the Co-Lender Agreement (exclusive of the rights of the Companion Loan Holders thereunder) and all payments under, and proceeds of, the Mortgage Loan from and after the Cut-off Date. The Depositor intends to sell the Certificates to the Initial Purchasers in an offering exempt from the registration requirements of the federal securities laws. The Depositor, the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.   - 3 -     UPPER-TIER REMIC As further described in Section 2.11 , the Class A, Class B, Class C, Class D, Class E, Class F and Class HRR Certificates will evidence “regular interests” in the Upper-Tier REMIC created hereunder. The Class UT-R Interest will constitute the sole class of “residual interests” in the Upper-Tier REMIC created hereunder and will be evidenced by the Class R Certificates. The following table sets forth the Trust Loan Component corresponding to each Class of Certificates (each, a “ Corresponding Trust Loan Component ”), the Class designation, the Pass-Through Rate, the initial Trust Loan Component Balance and the aggregate initial Certificate Balance (the “ Original Certificate Balance ”) for each Class of Regular Certificates and the Class UT-R Interest, as applicable, comprising the interests in the Upper-Tier REMIC created hereunder: Corresponding Trust Loan Component Class Designation Pass-Through Rate ( per annum ) Initial Trust Loan Component Balance Original Certificate Balance Trust Loan Component A Class A (1) $ 663,900,000 $ 663,900,000 Trust Loan Component B Class B (1) $ 71,800,000 $ 71,800,000 Trust Loan Component C Class C (1) $ 67,000,000 $ 67,000,000 Trust Loan Component D Class D (1) $ 54,700,000 (2) $ 54,700,000 Trust Loan Component E Class E (1) $ 157,400,000 $ 157,400,000 Trust Loan Component F Class F (1) $ 203,575,000 $ 203,575,000 Trust Loan Component HRR Class HRR (1) $ 64,125,000 $ 64,125,000 N/A Class UT-R None (3)   None (3) (1) The Pass-Through Rate applicable to each of the Class A, Class B, Class C, Class D, Class E, Class F and Class HRR Certificates on each Distribution Date will be a per annum rate equal to the Net Component Rate of the Corresponding Trust Loan Component for the related Distribution Date. (2) Trust Loan Component D is comprised of $29,200,000 of Component D-1 and all of Component D-2. (3) The Class UT-R Interest (evidenced by the Class R Certificates) will not have a Certificate Balance, will not bear interest and will not be entitled to distributions of Yield Maintenance Premium. Any Available Funds remaining in the Upper-Tier Distribution Account, after all required distributions under this Agreement have been made to each Class of Regular Certificates and the Class LT-R Interest, will be distributed to the Holders of the Class R Certificates in respect of the Class UT-R Interest. LOWER-TIER REMIC The Class LA, Class LB, Class LC, Class LD, Class LE, Class LF and Class LHRR Uncertificated Interests will evidence “regular interests” in the Lower-Tier REMIC created hereunder. The Class LT-R Interest will constitute the sole class of “residual interests” in the Lower-Tier REMIC created hereunder and will be evidenced by the Class R Certificates. The following table sets forth the Class designation, the Pass-Through Rate and the initial Lower-Tier Principal Amount (the “ Original Lower-Tier Principal Amount ”) for each Class of Uncertificated   - 4 -     Lower-Tier Interests and the Class LT-R Interest, as applicable, comprising the interests in the Lower-Tier REMIC created hereunder:   Class Designation Pass-Through Rate Original Lower-Tier Principal Amount Class LA (1) $663,900,000 Class LB (1) $71,800,000 Class LC (1) $67,000,000 Class LD (1) $54,700,000 Class LE (1) $157,400,000 Class LF (1) $203,575,000 Class LHRR (1) $64,125,000 Class LT-R None (2) None (2) (1) For any Distribution Date, the Pass-Through Rate for each of these Uncertificated Lower-Tier Interests shall be the Net Component Rate of the Related Component for such Distribution Date. (2) The Class LT-R Interest (evidenced by the Class R Certificates) will not have a Lower-Tier Principal Amount, will not bear interest and will not be entitled to distributions of Yield Maintenance Premium. Any Available Funds constituting assets remaining in the Lower-Tier Distribution Account after distributing the Lower-Tier Distribution Amount shall be distributed to the Holders of the Class R Certificates in respect of the Class LT-R Interest (but only to the extent of the Available Funds for such Distribution Date, if any, remaining in the Lower-Tier Distribution Account). All covenants and agreements made by the Depositor herein are for the benefit and security of the Certificateholders and the Trustee as Holder of the Uncertificated Lower-Tier Interests. The Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. THE GRANTOR TRUST The portion of the Trust Fund consisting of the Excess Liquidation Proceeds Option, the related proceeds and the related distribution account will be treated as a “grantor trust” for federal income tax purposes. The Class ELP Certificates will represent undivided beneficial interests in the Grantor Trust consisting of the Excess Liquidation Proceeds Option, the related proceeds and the related distribution account. As provided herein, the Certificate Administrator shall, at the direction of the Depositor, take all actions expressly required hereunder to ensure that the portion of the Trust Fund consisting of the Grantor Trust maintains its status as a “grantor trust” under federal income tax law and not be treated as part of the Trust REMICs. The Class ELP Certificates will not have a Pass-Through Rate or Certificate Balance and will not be entitled to distributions of principal or interest, but will be entitled to the right to exercise their Excess Liquidation Proceeds Option. W I T N E S S E T H T H A T: In consideration of the mutual agreements herein contained, the parties hereto agree as follows:   - 5 -     1.                   DEFINITIONS 1.1.             Definitions . Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings and such meanings shall be equally applicable to the singular and plural forms of such terms, as the context may require. “ 17g-5 Information Provider ”: The Certificate Administrator. “ 17g-5 Information Provider’s Website ”: The internet website of the 17g-5 Information Provider that will initially be located within the Certificate Administrator’s Website ( www.ctslink.com ), under the ‘NRSRO’ tab on the page relating to this transaction. Such website shall provide means of navigation for the Depositor and each NRSRO (including each Rating Agency) to the portion of the Certificate Administrator’s Website available to Privileged Persons. “ A Notes ”: Note A-1-1, Note A-1-2, Note A-1-3, Note A-1-4, Note A-1-5, Note A-1-6, Note A-2-1, Note A-2-2, Note A-2-3, Note A-2-4, Note A-2-5, Note A-2-6, Note A-3-1-1, Note A-3-1-2, Note A-3-2-1, Note A-3-2-2, Note A-3-2-3, Note A-3-4, Note A-3-5, Note A-3-6, Note A-4-1-1, Note A-4-1-2, Note A-4-2-1, Note A-4-2-2, Note A-4-2-3, Note A-4-3, Note A-4-4, Note A-4-5 and Note A-4-6. “ Acceptable Insurance Default ”: Any default arising when the Loan Documents require that the Borrowers must maintain all risk casualty insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has determined, in its reasonable judgment in accordance with Accepted Servicing Practices, that (i) such insurance is not available at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located in or near the geographic region in which the related Property is located (but only by reference to such insurance that has been obtained by such owners at current market rates), or (ii) such insurance is not available at any rate. Each of the Servicer (at its own expense) and the Special Servicer (as a Trust Fund Expense) shall be entitled to rely on insurance consultants in making the determinations described in this definition. “ Accepted Servicing Practices ”: As defined in Section 3.1 . “ Acquisition Date ”: The date upon which, under the Code (and in particular the REMIC Provisions and Section 856(e) of the Code), the Trust Fund is deemed to have acquired one or more of the Properties. “ Act ”: The Securities Act of 1933, as it may be amended from time to time. “ Additional Compensation ”: Default Interest and late payment fees (after all payments pursuant to Section 3.4(c)(v) and 3.4(c)(vi) ), Assumption Fees, Assumption Application Fees, defeasance fees, substitution fees, release fees, Modification Fees, consent fees, loan service transaction fees, amounts collected for checks returned for insufficient funds, charges for beneficiary statements or demands, other loan processing fees, review fees and similar fees and expenses to which the Servicer and the Special Servicer, as applicable, are entitled to the extent permitted by (or not otherwise prohibited by) and specifically allocated to such amounts or actually   - 6 -     paid by the Borrowers in accordance with the terms of the Loan Documents or pursuant to this Agreement and any income earned (net of losses (subject to Section 3.8(b) ) on the investment of funds deposited in the Collection Account, any Foreclosed Property Account and any Reserve Account pursuant to Section 3.8 of this 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 to this Agreement as Exhibit U . “ Additional Form 10-D Disclosure ”: The information described in the Form 10-D items set forth under the “Item on Form 10-D” column on Exhibit R-1 hereto. “ Additional Form 10-K Disclosure ”: The information described in the Form 10-K items set forth under the “Item on Form 10-K” column on Exhibit R-2 hereto. “ Additional Servicer ”: Each Affiliate of the Servicer or the Special Servicer that Services the Whole Loan and each Person who is not an Affiliate of the Servicer, other than the Special Servicer or the Certificate Administrator, who Services the Whole Loan as of any date of determination. “ Administrative Advances ”: As defined in Section 3.23(b) . “ Administrative Fee Rate ”: The sum of the Servicing Fee Rate, the Operating Advisor Fee Rate, the Certificate Administrator Fee Rate (including the portion that is the Trustee Fee) and the CREFC ® Intellectual Property Royalty License Fee Rate. “ Advance ”: Any Administrative Advance, Monthly Payment Advance or any Property Protection Advance. “ Advance Rate ”: As defined in Section 3.23(d) . “ Adverse REMIC Event ”: As defined in Section 12.1(j) . “ Affiliate ”: With respect to any specified Person, any other Person, directly or indirectly, 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, relation to individuals or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing. The Trustee and/or the Certificate Administrator may obtain and rely upon an Officer’s Certificate of the Servicer, the Special Servicer, the Trustee (in the case of the Certificate Administrator), the Certificate Administrator (in the case of the Trustee), the Operating Advisor, a Borrower or the Depositor, as applicable, to determine whether any Person is an Affiliate of the Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator, a Borrower or the Depositor. “ Agreement ”: This Trust and Servicing Agreement (including all exhibits hereto) and all amendments and supplements hereto.   - 7 -     “ Allocated Mortgage Loan Amount ”: With respect to each individual Property, the amount set forth on Schedule IV of the Loan Agreement (as may be reduced or reallocated from time to time pursuant to the terms and conditions of the Loan Agreement). “ A.M. Best ”: A.M. Best Company, Inc., and its successors-in-interest. “ Applicable Banking Law ”: As defined in Section 8.2(d) . “ 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 Moody’s Permitted Investment Rating ”: In the case of such investments, (x) the long-term debt obligations of which are rated at least “A2” by Moody’s, or (y) the short-term obligations of which are rated at least “P-1” by Moody’s. “ Applicable Servicing Criteria ”: With respect to the Servicer, the Special Servicer or any Servicing Function Participant, the Servicing Criteria applicable to it, as set forth on Exhibit L attached hereto. For clarification purposes, multiple parties can have responsibility for the same Applicable Servicing Criteria and with respect to a Servicing Function Participant engaged by the Servicer or the Special Servicer, the term “ Applicable Servicing Criteria ” may refer to a portion of the Applicable Servicing Criteria applicable to the Servicer or the Special Servicer, as the case may be. “ Appraisal ”: With respect to each Property or Foreclosed Property, an appraisal of such Property or Foreclosed Property, conducted by an Independent Appraiser in accordance with the standards of the Appraisal Institute and certified by such Independent Appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute with an “MAI” designation and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, as well as the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended; provided that after an initial “Appraisal” has been obtained pursuant to the terms of this Agreement, an update of such initial Appraisal shall be considered an “Appraisal” hereunder for all purposes. All Appraisals (and updates thereof) obtained pursuant to the terms of this Agreement shall include a valuation using the “income capitalization – discounted cash flow approach” and set forth the discount rate and terminal capitalization rate utilized by the Independent Appraiser. All calculations under this Agreement requiring that a “value” or “appraised value” be used with respect to a Property or Foreclosed Property (as applicable) shall use the most recently determined appraised value set forth in an Appraisal (or update thereof) unless a different valuation is specifically required (such as the appraised value of a Property as of the Origination Date). With respect to any Appraisal Reduction Amount calculated for purposes of determining an Appraisal Reduction Event, the appraised value (as determined by an updated Appraisal) of the Properties securing the Mortgage Loan shall be determined on an “as-is” basis, based upon the current physical condition, use and zoning of the Properties as of the date of the Appraisal.   - 8 -     “ Appraisal Reduction Amount ”: As of any date of determination, an amount equal to the excess of (i) the outstanding principal balance of the Whole Loan on such date plus the sum of (A) all accrued and unpaid interest on each Component of the Mortgage Loan at the applicable Component Rate, (B) all unreimbursed Administrative Advances, Property Protection Advances and interest on all Advances at the Advance Rate in respect of the Whole Loan or Properties and interest on all Companion Loan Advances under any Other Pooling and Servicing Agreement, (C) the amount of any Advances and interest on the Advances previously reimbursed from principal collections on the Whole Loan that have not otherwise been recovered from the Borrowers, (D) all currently due and unpaid real estate taxes and assessments and insurance premiums and all other amounts, due and unpaid in respect of the Properties (which taxes, premiums and other amounts have not been the subject of an Advance) and (E) to the extent not duplicative of amounts in clauses (B) , (C) or (D) , all unpaid Trust Fund Expenses then due under this Agreement over (ii) the sum of (x) 90% of the appraised value (as determined by an Appraisal) of the Properties securing the Mortgage Loan less the amount of any liens (exclusive of Permitted Encumbrances) on the related Properties senior to the lien of the Loan Documents plus (y) any escrows with respect to the Whole Loan, including for taxes, insurance premiums and ground rents, if any. Any Appraisal Reduction Amount in respect of the Whole Loan shall be allocated first to the Trust B Notes, on a pro rata and pari passu basis (and, in the case of any such amounts so allocated to the Trust B Notes, first to Trust Loan Component HRR, second to Trust Loan Component F, third to Trust Loan Component E, and then to Trust Loan Component D), up to their respective outstanding principal balance, and then to the A Notes, on a pro rata and pari passu basis (and, in the case of any such amounts so allocated to the Trust A Notes, first to Trust Loan Component C, second to Trust Loan Component B and then to Trust Loan Component A), up to their respective outstanding principal balances. “ Appraisal Reduction Event ”: The earliest of (i) sixty (60) days after an uncured payment delinquency (other than a delinquency in respect of the Balloon Payment) occurs in respect of the Mortgage Loan or the Whole Loan, (ii) ninety (90) days after an uncured delinquency occurs in respect of the Balloon Payment for the Mortgage Loan or the Whole Loan unless a refinancing or a sale of the Properties is anticipated within one hundred twenty (120) days after the Maturity Date of the Mortgage Loan or the Whole Loan (as evidenced by a fully executed term sheet, written refinancing commitment, letter of intent from an acceptable lender or sale agreement that, in either case, is reasonably satisfactory in form and substance to the Servicer (with a copy to the Special Servicer) that provides that such refinancing or sale will occur within 120 days after the Maturity Date), in which case one hundred twenty (120) days after such uncured delinquency, (iii) sixty (60) days after a reduction in Monthly Payments or a material adverse economic change with respect to the terms of the Mortgage Loan or the Whole Loan has become effective, (iv) sixty (60) days after an extension of the Maturity Date of the Mortgage Loan or the Whole Loan (except for an extension within the time periods described in clause (ii) above), (v) immediately after a receiver has been appointed in respect of any of the Properties securing the Mortgage Loan on behalf of the Trust or any other creditor, (vi) immediately after any Borrower declares, or becomes the subject of, bankruptcy, insolvency or similar proceedings, admits in writing the inability to pay its debts as they come due or makes an assignment for the benefit of creditors, or (vii) immediately after a Property securing the Mortgage Loan becomes a Foreclosed Property. “ Appraised-Out Class ”: As defined in Section 3.7(f) .   - 9 -     “ Approved Annual Budget ”: As defined in the Loan Agreement. “ ASR Consultation Process ”: As defined in Section 3.10(j) . “ Asset Status Report ”: As defined in Section 3.10(i) . “ Assignment of Management Agreement ”: As defined in the Loan Agreement. “ Assignment of Mortgage ”: An assignment of the applicable Mortgage without recourse, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction in which the related Property is located to reflect of record the assignment of the Mortgage to the Trustee on behalf of the Trust Fund; provided , however , that the Trustee, the Certificate Administrator, the Servicer and the Special Servicer shall not be responsible for determining whether any such assignment is legally sufficient or in recordable form. “ Assumed Monthly Payment ”: With respect to any Distribution Date (including any Distribution Date following a delinquency in the payment of the Balloon Payment or the foreclosure of the Mortgage Loan or acceptance by the Trust on behalf of the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Whole Loan), shall be equal to the scheduled monthly payment of interest that would have been due in respect of the Mortgage Loan on its Maturity Date (excluding the principal portion of the Balloon Payment and Default Interest) and each subsequent Payment Date (or Assumed Payment Date) if the Mortgage Loan had been required to continue to accrue interest in accordance with its terms (other than any principal portion of the Balloon Payment and Default Interest), in effect immediately prior to, and without regard to the occurrence of the Maturity Date or after the occurrence of a foreclosure of the Mortgage Loan or acceptance by the Trust on behalf of the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Whole Loan, in respect of the Mortgage Loan on the last Payment Date (or Assumed Payment Date) prior to its foreclosure or acceptance by the Trust of a deed-in-lieu, in each case as such terms may have been modified, and such Maturity Date may have been extended, in connection with a bankruptcy or similar proceeding involving the Borrowers or otherwise or a modification, waiver or amendment granted or agreed to by the Servicer or Special Servicer. “ Assumed Payment Date ”: With respect to the Mortgage Loan for any calendar month following a delinquency in the payment of the Balloon Payment or the foreclosure of the Mortgage Loan or acceptance by the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Whole Loan, the date that would have been the Payment Date in such calendar month if the Maturity Date or the foreclosure of the Mortgage Loan or acceptance by the Trustee on behalf of the Trust Fund and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan had not occurred. “ Assumption Application Fees ”: With respect to the Whole Loan, any and all assumption application fees actually paid by or on behalf of the Borrowers in accordance with the Loan Documents, with respect to any application submitted to the Servicer or the Special Servicer for a proposed assumption or substitution transaction or proposed transfer of an interest in any Borrower.   - 10 -     “ Assumption Fees ”: Any and all assumption fees actually paid by or on behalf of the Borrowers in accordance with the Loan Documents, with respect to any assumption or substitution agreement entered into by the Servicer or the Special Servicer or paid by or on behalf of a Borrower with respect to any transfer of an interest in any Borrower. “ Authenticating Agent ”: As defined in Section 8.11(a) . “ Available Funds ”: On each Distribution Date, an amount equal to (i) all amounts (other than Yield Maintenance Premium) received in respect of the Mortgage Loan during the related Collection Period or advanced in respect of interest with respect to such Distribution Date (including, without limitation, the Loan Purchase Price, the Repurchase Price, Condemnation Proceeds, Insurance Proceeds and/or Liquidation Proceeds received by the Trust), reduced by (ii) other Trust Fund Expenses and certain other amounts and any portion of such amounts received in respect of the Mortgage Loan that are required to be distributed to the Companion Loan Holders pursuant to the terms of the Co-Lender Agreement and any other Available Funds Reduction Amount for such Distribution Date. “ Available Funds Reduction Amount ”: As of each Distribution Date, all amounts withdrawn on the related Remittance Date or during the related Collection Period from the Collection Account pursuant to Section 3.4(c) . “ B Notes ”: Note B-1-1, Note B-1-2, Note B-1-3, Note B-1-4, Note B-1-5, Note B-1-6, Note B-2-1, Note B-2-2, Note B-2-3, Note B-2-4, Note B-2-5 and Note B-2-6. “ Balloon Payment ”: The amount of principal of the Whole Loan, the Mortgage Loan or a Companion Loan, as applicable, together with all accrued and unpaid interest, due and payable on the Maturity Date or such other date on which the outstanding principal balance of the Whole Loan, Mortgage Loan or a Companion Loan becomes due and payable, whether by declaration of acceleration, or otherwise. “ BANA ”: Bank of America, N.A., a national banking association, and its successors-in-interest. “ Beneficial Owner ”: With respect to a Global 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 Person maintaining an account with such Depository (directly as a Depository Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository). Each of the Depositor, the Trustee, the Certificate Administrator, the Special Servicer and the Servicer, as applicable, shall have the right to require, as a condition to acknowledging the status of any Person as a Beneficial Owner under this Agreement, that such Person provide an Investor Certification. “ BMO ”: Bank of Montreal, a Canadian chartered bank, and its successors-in-interest. “ Borrower Affiliate ”: Any of the Borrowers, any other Borrower Party, the Borrower Sponsor, the Guarantor (or any replacement guarantor), the Manager, the general partner or managing member of any of the foregoing or any of their respective Control Affiliates or agents.   - 11 -     The Trustee and/or the Certificate Administrator may obtain and rely upon a certification from any Person to determine whether such Person is a Borrower Affiliate. “ Borrower Appraisal ”: Any appraisal of a Property that the Borrowers delivered to the Servicer in connection with re-allocating the Allocated Mortgage Loan Amount in accordance with the terms of the Loan Agreement. “ Borrower Party ”: The Borrowers and any consolidated entity that includes the foregoing. “ Borrower Sponsor ”: A “Sponsor” as defined in the Loan Agreement. “ Borrowers ”: As defined in the Introductory Statement. “ Business Day ”: Any day other than a Saturday, Sunday or any other day on which any of the following are not open for business: (a) national banks in New York, California, North Carolina, Georgia, Texas, Ohio, Pennsylvania or Kansas, (b) the place of business of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Operating Advisor or the financial institution that maintains the Collection Account or the Foreclosed Property Account for or on behalf of the Servicer or Special Servicer or any Reserve Account, or (c) the New York Stock Exchange or the Federal Reserve Bank of New York. “ Cash Management Agreement ”: As defined in the Loan Agreement. “ CERCLA ”: The Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S. C. §§ 9601 et seq ., as amended. “ Certificate ”: Any Class A, Class B, Class C, Class D, Class E, Class F, Class HRR, Class R and Class ELP Certificate. “ Certificate Administrator ”: Computershare Trust Company, National Association, or if any successor certificate administrator is appointed as herein provided, such certificate administrator. Computershare Trust Company, National Association will perform its obligations through its Corporate Trust Services division (including, as applicable, any agents or affiliates utilized thereby). “ Certificate Administrator Fee ”: With respect to the Mortgage Loan and for any Distribution Date, an amount accrued during the related Whole Loan Interest Accrual Period at the Certificate Administrator Fee Rate on the outstanding principal balance of the Mortgage Loan as of the close of business on the Distribution Date in such Whole Loan 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 Components is computed and shall be prorated for partial periods. A portion of the Certificate Administrator Fee, namely the Trustee Fee, shall be payable to the Trustee. For the avoidance of doubt, the Certificate Administrator Fee shall be deemed to be payable from the Lower-Tier REMIC. “ Certificate Administrator Fee Rate ”: With respect to the Mortgage Loan, a rate equal to 0.0052% per annum , calculated on the same interest accrual basis as the Mortgage Loan.   - 12 -     A portion of the Certificate Administrator Fee Rate shall constitute the Trustee Fee and shall be payable to the Trustee if the Certificate Administrator and Trustee are not the same party. “ Certificate Administrator’s Website ”: The internet website of the Certificate Administrator, initially located at www.ctslink.com . “ Certificate Balance ”: With respect to any outstanding Class of Sequential Pay Certificates at any date, an amount equal to the aggregate initial Certificate Balance of such Class as set forth in the Introductory Statement less the sum of (a) all amounts distributed to Certificateholders of such Class on all previous Distribution Dates and treated under this Agreement as allocable to principal and (b) the aggregate amount of Realized Losses allocated to such Class of Certificates on all previous Distribution Dates, if any, pursuant to Section 4.1(g) . With respect to any individual Certificate in any Class, the product of (x) the Percentage Interest represented by such Certificate multiplied by (y) the Certificate Balance of such Class. “ Certificate Interest Accrual Period ”: With respect to any Distribution Date and with respect to each Class of Regular Certificates, the calendar month preceding the month in which such Distribution Date occurs. “ Certificate Register ” and “ Certificate Registrar ”: The register maintained and the registrar appointed pursuant to Section 5.3(a) . “ Certificateholder ” or “ Holder ”: With respect to any Certificate, the Person in whose name a Certificate is registered in the Certificate Register; provided , however , that solely for the purposes of providing, distributing or otherwise making available any reports, statements, communications or other information as required or permitted to be provided, distributed or made available to a Certificateholder under this Agreement, a Certificateholder shall include any Beneficial Owner to the extent that the Person providing, distributing or making available such reports, statements, communications or other information has received from such Beneficial Owner an Investor Certification that such Person is a Beneficial Owner; and provided , further that, solely for the purposes of giving any consent, waiver, request or demand or taking any action (including, without limitation, selecting or appointing a Directing Certificateholder), any Certificate legally or beneficially owned by the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, any Borrower Affiliate, the Manager or any of their sub-servicers, or any of their respective Affiliates or agents, shall be deemed not to be outstanding and the Voting Rights to which it is entitled and the Certificate Balance of such Certificate shall not be taken into account in determining whether the requisite percentage of Voting Rights and/or of the Certificate Balance of the Certificates or any Class of Certificates necessary to take any such action or effect any such consent, waiver, request or demand has been obtained; provided that the Controlling Class Certificateholder or the Directing Certificateholder shall not lose any appointment, consent or consultation rights of the Controlling Class Certificateholder or Directing Certificateholder under this Agreement solely as a result of being an affiliate of the Special Servicer so long as the Controlling Class Certificateholder or the Directing Certificateholder is not any Borrower Affiliate, any Manager, the Servicer, the Trustee, the Certificate Administrator or any of the subservicers or respective Affiliates or agents of the foregoing. Notwithstanding the foregoing, for purposes of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificate beneficially owned by the Trustee, the Certificate Administrator, the Servicer, the   - 13 -     Special Servicer or any of their respective Affiliates shall be deemed to be outstanding; provided that such amendment does not relate to the termination of, increase in compensation of or material reduction in obligations of, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or any of their Affiliates (other than solely in its capacity as a Certificateholder) in any material respect, in which case such Certificate shall be deemed not to be outstanding. The Trustee, the Certificate Administrator and the Certificate Registrar may obtain and conclusively rely upon an Officer’s Certificate of the Depositor, the Servicer, the Special Servicer, the Certificate Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), a Borrower, a Borrower Affiliate, the Manager, or any sub-servicer to determine whether a Certificate is beneficially owned by an Affiliate of any of them. “ Certificateholder Quorum ”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer described in Section 7.1(d) (other than at the recommendation of the Operating Advisor), the Holders of the Sequential Pay Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the application of Realized Losses and the application of any Trust Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates pursuant to the terms of this Agreement) of all Sequential Pay Certificates. “ Class ”: With respect to the Certificates, all of the Certificates bearing the same alphabetical and numerical class designation, and each Uncertificated Lower-Tier Interest. “ Class A Certificate ”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-1 hereto and designated as a Class A Certificate. “ Class A Pass-Through Rate ”: The per annum rate set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement. “ Class B Certificate ”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-2 hereto and designated as a Class B Certificate. “ Class B Pass-Through Rate ”: The per annum rate set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement. “ Class C Certificate ”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-3 hereto and designated as a Class C Certificate. “ Class C Pass-Through Rate ”: The per annum rate set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement. “ Class D Certificate ”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-4 hereto and designated as a Class D Certificate.   - 14 -     “ Class D Pass-Through Rate ”: The per annum rate set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement. “ Class E Certificate ”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-5 hereto and designated as a Class E Certificate. “ Class E Pass-Through Rate ”: The per annum rate set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement. “ Class F Certificate ”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-6 hereto and designated as a Class F Certificate. “ Class F Pass-Through Rate ”: The per annum rate set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement. “ Class ELP Certificate ”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-9 hereto and designated as a Class ELP Certificate. The Class ELP Certificates do not have a Certificate Balance or a Pass-Through Rate. “ Class HRR Certificate ”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-7 hereto and designated as a Class HRR Certificate. “ Class HRR Pass-Through Rate ”: The per annum rate set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement. “ Class LA Uncertificated Interest ”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement. “ Class LB Uncertificated Interest ”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement. “ Class LC Uncertificated Interest ”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement. “ Class LD Uncertificated Interest ”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement. “ Class LE Uncertificated Interest ”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.   - 15 -     “ Class LF Uncertificated Interest ”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement. “ Class LHRR Uncertificated Interest ”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement. “ Class LT-R Interest ”: The residual interest in the Lower-Tier REMIC. The Class LT-R Interest will be represented by the Class R Certificates. “ Class R Certificate ”: A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set forth in Exhibit A-8 hereto and designated as a Class R Certificate. The Class R Certificates have neither a Certificate Balance nor a Pass-Through Rate. The Class R Certificates will evidence the Class LT-R and Class UT-R Interests. “ Class UT-R Interest ”: The residual interest in the Upper-Tier REMIC. The Class UT-R Interest will be represented by the Class R Certificates. “ Clearing Agency ”: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. The initial Clearing Agency shall be The Depository Trust Company. “ Clearstream ”: As defined in Section 5.2(a) . “ Closing Date ”: May 13, 2026. “ CMBS ”: Commercial mortgage backed securities. “ Co-Lender Agreement” : As defined in the Introductory Statement. “ Code ”: The Internal Revenue Code of 1986, as amended. “ Collateral ”: The related collateral and assets being pledged to secure the Mortgage Loan. “ Collection Account ”: As defined in Section 3.4(a) . “ Collection Period ”: (i) With respect to the first Distribution Date following the Closing Date, the period commencing on and including the Closing Date and ending on and including the Determination Date relating to such Distribution Date, and (ii) with respect to any other Distribution Date, the period commencing on and including the day immediately following the Determination Date relating to the immediately preceding Distribution Date and ending on and including the Determination Date relating to such Distribution Date. “ Commission ”: The Securities and Exchange Commission. “Companion Loan”: As defined in the Introductory Statement.   - 16 -     “ Companion Loan Advance ”: With respect to a Companion Loan that is part of an Other Securitization Trust, any advance of delinquent scheduled payments with respect to such Companion Loan made by the master servicer or trustee with respect to such Other Securitization Trust. “ Companion Loan Distribution Account ”: As defined in Section 3.4(a) . “ Companion Loan Holder ”: Individually or collectively as the context may require, the holder(s) of a Companion Loan. “ Companion Loan Rating Agency ”: With respect to a Companion Loan, any rating agency that was engaged by a participant in the securitization of such Companion Loan or such portion to assign a rating to the related Companion Loan Securities. “ Companion Loan Rating Agency Confirmation ”: With respect to any matter involving the servicing and administration of a Companion Loan as to which any Companion Loan Securities exist, confirmation in writing (which may be in electronic form) by each applicable Companion Loan Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of such Companion Loan Securities (if then rated by such Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from a Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Companion Loan Rating Agency Confirmation is sought (such written notice, a “ Companion Loan Rating Agency Declination ”), or as otherwise provided in Section 3.30(b) of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation from the applicable Companion Loan Rating Agency with respect to such matter shall not apply. With respect to any matter affecting any Companion Loan, so long as such Companion Loan (or any portion thereof) is included in an Other Securitization Trust, any Rating Agency Confirmation will also refer to confirmation in writing (which may be in electronic format) by each applicable rating agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of securities backed by such Companion Loan or any portion thereof (if then rated by such rating agency); provided that a written waiver (which may be in electronic format) or other acknowledgment from such rating agency indicating its decision not to review or to decline to review the matter for which the Rating Agency Confirmation is sought will be deemed to satisfy the requirement for the Rating Agency Confirmation from the rating agency with respect to such matter. “ Companion Loan Securities ”: Any commercial mortgage-backed securities that evidence an interest in or are secured by the assets of an Other Securitization Trust, which assets include a Companion Loan (or a portion thereof). “ Companion Notes ”: The promissory notes evidencing the Companion Loans, designated as Note A-3-1-1, Note A-3-1-2, Note A-3-2-1, Note A-3-2-2, Note A-3-2-3, Note A-3-3, Note A-3-4, Note A-3-5, Note A-3-6, Note A-4-1-1, Note A-4-1-2, Note A-4-2-1, Note A-4-2-2, Note A-4-2-3, Note A-4-3, Note A-4-4, Note A-4-5 and Note A-4-6.   - 17 -     “ Component ”: The Components of the Mortgage Loan, designated as Component A, Component B, Component C, Component D, Component E, Component F and Component HRR. “ Component A ”: The portion of the Mortgage Loan, designated as Component A in the Loan Agreement. “ Component B ”: The portion of the Mortgage Loan, designated as Component B in the Loan Agreement. “ Component C ”: The portion of the Mortgage Loan, designated as Component C in the Loan Agreement. “ Component D ”: The portion of the Mortgage Loan, designated as Component D in the Loan Agreement. “ Component E ”: The portion of the Mortgage Loan, designated as Component E in the Loan Agreement. “ Component F ”: The portion of the Mortgage Loan, designated as Component F in the Loan Agreement. “ Component HRR ”: The portion of the Mortgage Loan, designated as Component HRR in the Loan Agreement. “ Component Rate ”: As of the date of any determination, with respect to each Component, the per annum rate at which interest accrues on such Component without giving effect to the Default Rate. “ Condemnation ”: As defined in the Loan Agreement. “ Condemnation Proceeds ”: The portion of the Net Proceeds relating to a Condemnation. “ Confidential Information ”: With respect to the Servicer or the Special Servicer, as applicable, all material non-public information obtained in the course of and as a result of such Person’s performance of its duties as Servicer or Special Servicer, as applicable, with respect to the Whole Loan, the Borrowers and the Properties, unless such information (i) was already in the possession of such Person prior to being disclosed to such Person, (ii) is or becomes available to such Person from a source other than its activities as Servicer or Special Servicer, as applicable, (iii) is or becomes generally available to the public other than as a result of a disclosure by the Servicer Servicing Personnel or Special Servicer Servicing Personnel, except as such disclosure is expressly allowed under this Agreement or (iv) is required to be disclosed by a court or administrative order or lawful discovery demand, provided such Person shall use reasonable efforts to obtain confidential treatment thereof. Notwithstanding the foregoing, the Trustee and the Certificate Administrator shall be permitted to comply with their respective obligations hereunder to make information available to the extent that such information was received by it in its capacity as Trustee or Certificate Administrator, as applicable.   - 18 -     “ Consultation Termination Event ”: The date on which the Class HRR Certificates no longer have a Certificate Balance at least equal to 25% of the initial Certificate Balance of such Class, without regard to the application of any Trust Appraisal Reduction Amounts. Upon the occurrence and during the continuance of a Consultation Termination Event, no Class of Certificates shall act as the Controlling Class or shall be entitled to appoint a Directing Certificateholder, and no Class of Certificates (including any previously appointed Directing Certificateholder) shall have any rights under this Agreement to consent, direct or consult with the Servicer or Special Servicer and any prior Directing Certificateholder shall have no right to receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder. “ Contribution Agreement ”: As defined in the Loan Agreement. “ Control Affiliate ”: As to any particular Person, any Person, directly or indirectly through one or more intermediaries, Controlling, Controlled by or under common Control with, such Person in question. As used solely in this definition of “Control Affiliate”, “Control” means (a) the ownership, directly or indirectly, in the aggregate of 25% or more of the beneficial ownership interests of an entity, or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled by,” “Controlling” and “under common Control with” have the respective correlative meanings to such terms. The Trustee and/or the Certificate Administrator may obtain and rely upon a certification of the Borrowers, the Borrower Sponsor, any Guarantor (or any replacement guarantor), as applicable, to determine whether any Person is a Control Affiliate. “ Control Event ”: With respect to any date of determination, if the Certificate Balance of the Class HRR Certificates on such date (taking into account the application of any Trust Appraisal Reduction Amounts, other than deemed Appraisal Reduction Amounts, to notionally reduce the Certificate Balance of such Class) is less than 25% of the initial Certificate Balance of such Class. If a Control Event no longer exists, then the Directing Certificateholder shall regain all the consent and direction rights of the Directing Certificateholder set forth in this Agreement. The Certificate Administrator shall post a “special notice” of the occurrence or cessation of a Control Event or the occurrence or cessation of a Consultation Termination Event on the Certificate Administrator’s Internet website and notify the Servicer and Special Servicer upon its actual knowledge that a Control Event, a Consultation Termination Event or an Operating Advisor Consultation Event has occurred or ceased to exist. “ Controlling Class ”: The Class HRR Certificates. No other Class of Certificates will be eligible to act as a Controlling Class or appoint a Directing Certificateholder. If a Consultation Termination Event has occurred and is continuing, there shall be no Controlling Class and no Directing Certificateholder. “ Controlling Class Certificateholder ”: Each Holder (or Beneficial 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 Trustee, the Servicer, the Special Servicer or the Operating Advisor may from time to time request that the Certificate Administrator provide a list of the Holders (or Beneficial Owners, if applicable) of the Controlling Class and the   - 19 -     Certificate Administrator shall promptly order and provide such list at the expense of the Trust but without charge to such Trustee, Servicer, Special Servicer or the Operating Advisor, as applicable. The Trustee, the Servicer, the Special Servicer or the Operating Advisor shall be entitled to rely on any such list so provided. Notwithstanding the foregoing, for purposes of determining the Directing Certificateholder, exercising any rights of the Controlling Class or the Directing Certificateholder or receiving Asset Status Reports or any other information under this Agreement other than Distribution Date Statements, any holder of any interest in a Controlling Class Certificate who is a Borrower Affiliate, a Manager or an agent or Affiliate of the foregoing will not be deemed to be a Holder of the related Controlling Class and will not be entitled to exercise such rights or receive such information, and any Directing Certificateholder previously appointed or selected by such holder will thereafter not be entitled to exercise any rights of the Directing Certificateholder. If, as a result of the preceding sentence, no Holder of Controlling Class Certificates would be eligible to exercise such rights, there shall be no Directing Certificateholder or Controlling Class. “ Controlling Persons ”: As defined in Section 6.3(a) . “ Corporate Trust Office ”: The principal corporate trust office of the Trustee, the Certificate Administrator or the Custodian, as applicable, at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located (i) with respect to the Certificate Administrator for Certificate transfers and surrenders, at 1505 Energy Park Drive, St. Paul, Minnesota 55108, Attention: Certificate Transfers (CMBS) MTN 2026-LPFX; (ii) in the case of custodial services, 1055 10th Avenue SE, Minneapolis, Minnesota 55414, Attention: Document Custody Group – MTN 2026-LPFX; and (iii) with respect to the Certificate Administrator for all other purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services MTN 2026-LPFX; (iv) with respect to the Trustee, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services – MTN 2026-LPFX; or (v) the principal trust office of any successor trustee or certificate administrator, as applicable, qualified and appointed pursuant to this Agreement. “ Corresponding Trust Loan Component ”: As set forth in the Introductory Statement. “ Credit Risk Retention Rules ”: The Credit Risk Retention Regulations, 79 Fed. Reg. 77601, pages 77740-77766 (Dec. 24, 2014), jointly promulgated by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Securities and Exchange Commission, and the Department of Housing and Urban Development (the “ Agencies ”) (which such joint final rule has been codified, inter alia , at 12 C.F.R. § 43) to implement the credit risk retention requirements under Section 15G of the Securities Exchange Act of 1934 (as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act), as such regulations may be amended from time to time by such Agencies, and subject to such clarification and interpretation as have been provided by such Agencies, whether in the adopting release, or as may be provided by any such Agency or its staff from time to time, in each case, as effective from time to time as of the applicable compliance date specified therein.   - 20 -     “ CREFC ® ”: The Commercial Real Estate Finance Council ® , or any association or organization that is a successor thereto. If neither such association nor any successor remains in existence, “CREFC ® ” shall be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers, trustees, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and one of whose principal purposes is the establishment of industry standards for reporting transaction-specific information relating to commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other association or organization. If an organization or association described in one of the preceding sentences of this definition does not exist, “CREFC ® ” shall be deemed to refer to such other association or organization as shall be reasonably acceptable to the Servicer, the Special Servicer, the Certificate Administrator, and the Trustee. “ 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 and, insofar as it requires the presentation of information in addition to that called for by the form of the “Advance Recovery Report” available as of the Closing Date on the CREFC ® Website, is reasonably acceptable to the Servicer. “ 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 and effective from time to time on the CREFC ® Website. “ CREFC ® Bond Level File ”: The monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Bond Level File” 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 recommended by the CREFC ® for commercial mortgage securities transactions generally and is reasonably acceptable to the Certificate Administrator. “ CREFC ® Collateral Summary File ”: The report substantially in the form of, and containing the information called for in, the downloadable form of the “Collateral Summary File” 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 recommended by the CREFC ® for commercial mortgage securities transactions generally and is reasonably acceptable to the Certificate Administrator. “ CREFC ® Comparative Financial Status Report ”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date on the CREFC ® Website, or such other form for the presentation of such information as may from time to time be recommended by the   - 21 -     CREFC ® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer. “ CREFC ® Delinquent Loan Status Report ”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Delinquent Loan Status 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 recommended by the CREFC ® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer. “ CREFC ® Financial File ”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Financial File” 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 recommended by the CREFC ® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer. “ 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 ”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Loan Modification/Forbearance and Corrected Loan 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 recommended by the CREFC ® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer. “ CREFC ® Intellectual Property Royalty License Fee ”: A fee, payable on a monthly basis, computed for the same period and on the same interest accrual basis at which any related interest payment due or deemed due on the Mortgage Loan is computed at the CREFC ® Intellectual Property Royalty License Fee Rate (prorated for partial periods). “ CREFC ® Intellectual Property Royalty License Fee Rate ”: With respect to the Mortgage Loan, a rate equal to 0.0005% per annum . “ CREFC ® Interest Shortfall Reconciliation Template ”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Interest Shortfall Reconciliation Template” available and effective from time to time on the CREFC ® Website.   - 22 -     “ CREFC ® Loan Level Reserve/LOC Report ”: The monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Level Reserve/LOC 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer. “ CREFC ® Loan Liquidation Report” : A report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Liquidation Report” available as of the Closing Date on the CREFC ® Website, or in such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC ® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer. “ CREFC ® Loan Modification Report ”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Modification Report” available and effective from time to time 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 recommended by the CREFC ® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer. “ CREFC ® Loan Periodic Update File ”: The monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Periodic Update File” 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 recommended by the CREFC ® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer, the Special Servicer and the Certificate Administrator. “ CREFC ® Loan Setup File ”: The report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Setup File” 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 recommended by the CREFC ® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer, the Special Servicer and the Certificate Administrator. “ CREFC ® NOI Adjustment Worksheet ”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “NOI Adjustment Worksheet” 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 recommended by the CREFC ® for commercial mortgage securities transactions generally and is acceptable to the Servicer or the Special Servicer, as applicable, and in any event, shall present the computations made in accordance with the methodology described in such form to “normalize” the full year and year to date net operating income and debt service coverage numbers used in the other reports required by this Agreement. “ CREFC ® Operating Statement Analysis Report ”: A report prepared with respect to the aggregate for the portfolio of Properties substantially in the form of, and containing the   - 23 -     information called for in, the downloadable form of the “Operating Statement Analysis Report” available as of the Closing Date on the CREFC ® Website or in such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC ® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer. “ CREFC ® Property File ”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Property File” 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 recommended by the CREFC ® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer. “ CREFC ® Reconciliation of Funds Template ”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Reconciliation of Funds Template” available and effective from time to time 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 recommended by the CREFC ® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer. “ CREFC ® REO Liquidation Report” : A report substantially in the form of, and containing the information called for in, the downloadable form of the “REO Liquidation Report” available as of the Closing Date on the CREFC ® Website, or in such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC ® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer. “ CREFC ® REO Status Report ”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “REO Status Report” available as of the Closing Date on the CREFC ® Website, or in such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC ® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer. “ CREFC ® Reports ”: Collectively refers to the following files and reports as such may be amended, updated or supplemented from time to time as part of the CREFC ® “IRP” (Investor Reporting Package), and any additional reports that become part of the CREFC ® IRP from time to time (if agreed to by the parties hereto): (i) &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;the following seven electronic files: (i) CREFC ® Bond Level File, (ii) CREFC ® Collateral Summary File, (iii) CREFC ® Property File, (iv) CREFC ® Loan Periodic Update File, (v) CREFC ® Loan Setup File, (vi) CREFC ® Financial File, and (vii) CREFC ® Special Servicer Loan File; and (ii) &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;the following twenty-one supplemental reports and templates: (i) CREFC ® Comparative Financial Status Report, (ii) CREFC ® Delinquent Loan Status Report, (iii) CREFC ® Historical Loan Modification Forbearance and Corrected Mortgage Loan Report,   - 24 -     (iv) CREFC ® Operating Statement Analysis Report, (v) CREFC ® NOI Adjustment Worksheet, (vi) CREFC® REO Status Report, (vii) CREFC ® Servicer Watch List, (viii) CREFC ® Loan Level Reserve/LOC Report, (ix) CREFC ® Advance Recovery Report, (x) CREFC ® Total Loan Report, (xi) CREFC ® Appraisal Reduction Template, (xii) CREFC ® Servicer Realized Loss Template, (xiii) CREFC ® Reconciliation of Funds Template, (xiv) CREFC ® Historical Bond/Collateral Realized Loss Reconciliation Template, (xv) CREFC ® Historical Liquidation Loss Template, (xvi) CREFC ® Interest Shortfall Reconciliation Template, (xvii) CREFC ® Servicer Remittance to Certificate Administrator Template, (xviii) CREFC ® Significant Insurance Event Template, (xix) CREFC ® Loan Liquidation Report, (xx) CREFC ® REO Liquidation Report and (xxi) CREFC ® Loan Modification Report. “ CREFC ® Servicer Realized Loss Template ”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Realized Loss Template” available and effective from time to time on the CREFC ® Website. “ CREFC ® Servicer Remittance to Certificate Administrator Template ”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Remittance to Certificate Administrator Template” available and effective from time to time on the CREFC ® Website. “ CREFC ® Servicer Watch List ”: For any Determination Date, a report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Watch List” available as of the Closing Date on the CREFC ® Website, or in such other final form for the presentation of such information and containing such additional information as may from time to time be promulgated as recommended by the CREFC ® for commercial mortgage securities transactions generally and, insofar as it requires the presentation of information in addition to that called for by the form of the “Servicer Watch List” available as of the Closing Date on the CREFC ® Website, is reasonably acceptable to the Servicer. “ CREFC ® Significant Insurance Event Template ”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Significant Insurance Event Template” available and effective from time to time on the CREFC® Website. “ CREFC ® Special Servicer Loan File ”: The monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Special Servicer Loan File” 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 recommended by the CREFC ® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer. “ CREFC ® Total Loan Report ”: A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Total Loan Report” available as of the Closing Date on the CREFC® Website, or in such other form for the presentation of such information and containing such additional information as may from time to time be adopted by the CREFC® for commercial mortgage-backed securities transactions and is reasonably acceptable to the Servicer.   - 25 -     “ CREFC ® Website ”: CREFC ® ’s Internet website located at “www.crefc.org” or such other primary Internet website as the CREFC ® may establish for dissemination of its report forms. “CREFI” Citi Real Estate Funding Inc., a New York Corporation, and its successors-in-interest. “ Current Interest Distribution Amount ”: With respect to any Distribution Date and any Class of Regular Certificates, the sum of interest accruing during the related applicable Certificate Interest Accrual Period at the applicable Pass-Through Rate for such Certificate Interest Accrual Period on the outstanding Certificate Balance of such Certificate as of the prior Distribution Date (after giving effect to distributions of principal and allocations of Realized Losses on such prior Distribution Date), and any Uncertificated Lower-Tier Interest, interest accruing during the applicable Certificate Interest Accrual Period at the applicable Pass-Through Rate for such Certificate Interest Accrual Period on the then-outstanding Lower-Tier Principal Amount of such Class as of the prior Distribution Date (after giving effect to distributions of principal and allocations of Realized Losses on such prior Distribution Date). “ Custodian ”: The Certificate Administrator, in its capacity as the Custodian, performing its role through the document custody division of the Certificate Administrator (including, as applicable, any agents or affiliates utilized thereby). “ Cut-off Date ”: May 11, 2026. “ Default Interest ”: With respect to any Payment Date and the Whole Loan, upon the occurrence and during the continuance of a Whole Loan Event of Default, interest accrued on each Component at the excess of the Default Rate over the applicable Component Rate during the related Whole Loan Interest Accrual Period on the outstanding principal balance of the related Component and, to the extent permitted by law, all accrued and unpaid interest on any other amounts then due and payable in respect of the Mortgage Loan, calculated from the date such payment was due without regard to any grace or cure periods. “ Default Rate ”: As defined in the Loan Agreement. “ Defect ”: As defined in the Mortgage Loan Purchase Agreement. “ Deficient Exchange Act Deliverable ”: With respect to the Servicer, the Special Servicer, the Certificate Administrator, the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other than a Sub-Servicer set forth on Exhibit V ), any item (x) regarding such party, (y) prepared by such party or any registered public accounting firm, attorney or other agent retained by such party to prepare such information and (z) delivered by or on behalf of such party pursuant to the delivery requirements under Article 13 of this Agreement that does not conform to the applicable reporting requirements under the Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder. “ Definitive Certificate ”: Any Certificate in fully registered certificated form without interest coupons.   - 26 -     “ Delivery Date ”: As defined in Section 2.1(b) . “ Depositor ”: Wells Fargo Commercial Mortgage Securities, Inc., a North Carolina corporation, and its successors-in-interest. “ Depository ”: The Depository Trust Company or a successor appointed by the Certificate Registrar (which appointment shall be at the direction of the Depositor if the Depositor is legally able to do so). “ Depository Participant ”: A Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities deposited with the Depository. “ Determination Date ”: The 11th day of the calendar month in which a Distribution Date occurs or, if such day is not a Business Day, the immediately preceding Business Day. “ Directing Certificateholder ”: The initial Directing Certificateholder shall be BSP RR Credit Investments I, LLC, a Delaware limited liability company. Thereafter, the Directing Certificateholder shall be the Controlling Class Certificateholder (or its representative) as identified to the Certificate Administrator selected by the Majority Controlling Class Certificateholders, as determined by the Certificate Registrar from time to time. No Borrower Affiliate may be appointed as or act as a Directing Certificateholder. “ Directing Certificateholder Asset Status Report Approval Process ”: As defined in Section 3.10(i) . “ Directly Operate ”: With respect to any Foreclosed Property, the furnishing or rendering of services to the tenants thereof, that are not customarily provided to tenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such Foreclosed Property, the holding of such Foreclosed Property primarily for sale to customers, the use of such Foreclosed Property in a trade or business conducted by the Trust Fund or the performance of any construction work on such Foreclosed Property (other than the completion of a building or improvement, where more than 10% of the construction of such building or improvement was completed before default became imminent), other than through an Independent Contractor; provided , however , that a Foreclosed Property shall not be considered to be Directly Operated solely because the Trustee (or the Special Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures with respect to such Foreclosed Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii). “ Disclosable Special Servicer Fees ”: With respect to the Mortgage Loan, the Companion Loans or any Foreclosed Property, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Borrower, any Manager, any guarantor or indemnitor or any other Borrower Affiliate in respect of the Mortgage Loan or the Companion Loans or any of their Affiliates and any purchaser of the Mortgage Loan,   - 27 -     the Companion Loans or Foreclosed Property) in connection with the disposition, workout or foreclosure of the Whole Loan, the management or disposition of any Foreclosed Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement, other than (1) any Permitted Special Servicer/Affiliate Fees and (2) any compensation to which the Special Servicer is entitled pursuant to Section 3.17 of this Agreement; provided , that any compensation and other remuneration that the Servicer or Certificate Administrator is permitted to receive or retain pursuant to this Agreement in connection with its duties in such capacity will not be Disclosable Special Servicer Fees. “ Disqualified Non-U.S. Tax Person ”: With respect to a Class R Certificate, any Non-U.S. Tax Person or agent thereof other than (i) a Non-U.S. Tax Person that holds such Class R Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Administrator with an effective IRS Form W-8ECI or other prescribed form or (ii) a Non-U.S. Tax Person that has delivered to both the transferor and the Certificate Administrator an Opinion of Counsel of a nationally recognized tax counsel to the effect that the transfer of such Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of such Class R Certificate will not be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3. “ Disqualified Organization ”: Either (a) the United States, a State, or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for the FHLMC, a majority of its board of directors is not selected by any such governmental unit), (b) a foreign government, International Organization or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1)) of the Code with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2) of the Code or (e) any other Person so designated by the Certificate Administrator based upon an Opinion of Counsel to the effect that any transfer of a Class R Certificate to such Person may cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State” and “International Organization” have the meanings set forth in Section 7701 of the Code or successor provisions. “ Distribution Account ”: The account established and maintained by the Certificate Administrator pursuant to Section 3.5 . “ Distribution Date ”: The 4th Business Day following the Determination Date in each calendar month, commencing in June 2026. “ Distribution Date Statement ”: As defined in Section 4.4(a) . “ Eligible Account ”: A separate and identifiable account from all other funds held by the holding institution that is either (a) a segregated trust account or accounts maintained with a federal or state-chartered depository institution or trust company that complies with the definition   - 28 -     of “Eligible Institution”, (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity, the long-term unsecured debt obligations of which are rated at least “A2” by Moody’s, and “A” by Fitch, which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority, as applicable, or (c) such other account or accounts not listed in clauses (a) or (b) above with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency; provided , however , that accounts established by Computershare Trust Company, N.A. in its capacity as Certificate Administrator, shall be deemed to be Eligible Accounts provided that such accounts are segregated and amounts credited to such accounts are deposited with and held by a federal or state chartered depository institution that meets the foregoing ratings. An Eligible Account shall not be evidenced by a certificate of deposit, passbook or other instrument. If the holding institution for an account ceases to meet the requirements of this definition for an “Eligible Account”, then the party responsible for administering such account hereunder shall move such account to a holding institution meeting such requirements within 30 days. “ Eligible Institution ”: (a) a depository institution or trust company insured by the Federal Deposit Insurance Corporation, the short-term unsecured debt obligations or commercial paper of which are rated at least “P-1” by Moody’s and at least “F-1+” by Fitch, if the deposits are to be held in such account for less than 30 days, or, in the case of accounts in which funds are held for more than 30 days, the long-term unsecured debt obligations of which are rated at least “A2” by Moody’s and at least “A” by Fitch, or (b) PNC Bank, National Association, so long as PNC Bank, National Association’s, long-term unsecured debt rating shall be at least “A2” from Moody’s and “A-” from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account for more than thirty (30) days) or PNC Bank, National Association’s short-term deposit or short-term unsecured debt rating shall be at least “P-1” from Moody’s and “F1” from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account for thirty (30) days or less), or (c) an account maintained with any other insured depository institution or the same institution with lower ratings, in each case that is the subject of a Rating Agency Confirmation, from the Rating Agency for which the minimum rating is not met, with respect to any account listed in the clauses above, or from each Rating Agency, with respect to any account other than one listed in the clauses above. “ Eligible Operating Advisor ”: An entity (a) that is a special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by each Rating Agency (including, in the case of the Operating Advisor, this transaction) but has not been special servicer or operating advisor on a transaction for which either Rating Agency has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating advisor, as applicable, as the sole or a material factor in such rating action; (b) that can and will make the representations and warranties of the Operating Advisor set forth in Section 2.8 and possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement over the life of the Trust; (c) that is not (and is not Risk Retention Affiliated with) the Depositor, a Mortgage Loan Seller, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Borrower Sponsor, any Borrower Affiliate, the Guarantor, any Initial Purchaser, the Third Party Purchaser, the Directing Certificateholder, any Controlling Class Certificateholder or any of their respective Risk   - 29 -     Retention Affiliates; (d) that has not been paid by the Special Servicer or successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment or recommendation for replacement of a successor special servicer to become a special servicer under this Agreement; (e) that (x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and have at least five (5) years of experience in collateral analysis and loss projections and (y) has at least five (5) years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets; and (f) that does not directly or indirectly, through one or more Affiliates or otherwise, own or have derivative exposure in any interest in any Certificates, the Mortgage Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Operating Advisor. “ Environmental Indemnity ”: As defined in the Loan Agreement. “ ERISA ”: The Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder. “ ERISA Plan ”: As defined in Section 5.3(m) . “ ERISA Restricted Certificate ”: Any Certificate (other than a Class R or Class ELP Certificate) that does not meet the requirements of Prohibited Transaction Exemption 96-22, Prohibited Transaction Exemption 93-31, Prohibited Transaction Exemption 91-23, Prohibited Transaction Exemption 91-22, Prohibited Transaction Exemption 90-24 and Prohibited Transaction Exemption 2006-07 (as each such exemption may be amended from time to time) as of the date of the acquisition of such Certificate by a Plan. As of the Closing Date, each of the Class F and Class HRR Certificates is an ERISA Restricted Certificate. “ Euroclear ”: As defined in Section 5.2(a) . “ Excess Liquidation Proceeds Option ”: As defined in Section 3.15(i). “ Excess Liquidation Proceeds Option Holder ”: As defined in Section 3.15(i) . “ Excess Liquidation Purchase Price ”: As defined in Section 3.15(i) . “ Exchange Act ”: The Securities Exchange Act of 1934, as amended from time to time. “ Extended Resolution Period ”: As defined in Section 2.9(a) . “ FHLMC ”: The Federal Home Loan Mortgage Corporation and its successors-in-interest. “ Final Asset Status Report ”: With respect to the Specially Serviced Whole Loan, the Asset Status Report, (together with such other data or supporting information provided by the Special Servicer to the Directing Certificateholder, that does not include any communication (other than the related Asset Status Report) between the Special Servicer and the Directing   - 30 -     Certificateholder with respect to such Specially Serviced Whole Loan) required to be delivered by the Special Servicer by the Initial Delivery Date and any Subsequent Asset Status Report, in each case, in the form fully approved or deemed approved, if applicable, by the Directing Certificateholder pursuant to the Directing Certificateholder Asset Status Report Approval Process following completion of the ASR Consultation Process. For the avoidance of doubt, the Special Servicer may issue more than one Final Asset Status Report with respect to the Specially Serviced Whole Loan in accordance with the procedures described above. Each Final Asset Status Report shall be labeled or otherwise identified or communicated as being final; provided that a Final Asset Status Report shall be deemed labeled as final if the applicable consenting party has signed it. For the avoidance of doubt, the Special Servicer may issue more than one Final Asset Status Report with respect to the Specially Serviced Whole Loan in accordance with the approval procedure set forth hereinabove. “ Final Recovery Determination ”: As defined in Section 3.7 . “ Financial Market Publisher ”: As defined in Section 4.5(c) . “ Fitch ”: Fitch Ratings, Inc., and its successors-in-interest. “ Fitch Surveillance Fee ”: The annual fee payable to Fitch in consideration for the surveillance by Fitch of the Certificates (pursuant to an agreement with Fitch executed in connection with the issuance of the Certificates), which fee shall be evidenced by an invoice delivered by Fitch to the Certificate Administrator. “ Fitch Surveillance Fee Annual Payment ”: As defined in Section 11.5(b) . “ Foreclosed Companion Loan ”: Each Companion Loan while the Mortgaged Property is a Foreclosed Property. “ Foreclosed Property ”: Any Property securing the Whole Loan, title to which has been acquired on behalf of or in the name of the Trustee on behalf of the Trust and the Companion Loan Holders through foreclosure, deed in lieu of foreclosure or otherwise. “ Foreclosed Property Account ”: The account or accounts established and maintained by the Special Servicer pursuant to Sections 3.6 and  3.14 . “ Foreclosure LLC ”: As defined in Section 3.15(i) . “ Foreclosure Proceeds ”: Proceeds, net of any related expenses of the Servicer, Special Servicer, the Certificate Administrator and/or the Trustee, received in respect of any Foreclosed Property (including, without limitation, proceeds from the operation or rental of such Foreclosed Property) prior to the final liquidation of the Foreclosed Property. “ Form 8-K Disclosure ”: The information described in the Form 8-K items set forth under the “ Items on Form 8-K ” column on Exhibit T hereto. “ Global Certificate ”: As defined in Section 5.2(b) . &t…

Document text

EX-99.5 · TRUST AND SERVICING AGREEMENT, DATED AS OF MAY 13, 2026

EX-99.5
 3
 exh99_5-mtn2026lpfxtsa.htm
 TRUST AND SERVICING AGREEMENT, DATED AS OF MAY 13, 2026

 Exhibit 99.5

 EXECUTION
VERSION

 Wells
Fargo Commercial Mortgage Securities, Inc.,

 as Depositor,

 Midland
Loan Services, a Division of PNC Bank, National Association,

 as Servicer,

 BSP
Special Servicer, LLC,

 as Special Servicer,

 COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

 as Certificate Administrator,

 COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

 as Trustee,

 and

 PARK BRIDGE LENDER SERVICES LLC ,

 as Operating Advisor

 TRUST AND SERVICING AGREEMENT

 Dated as of May
13, 2026

 MTN Commercial Mortgage Trust 2026-LPFX,

Commercial Mortgage Pass-Through Certificates, Series 2026-LPFX

 &thinsp;

 &thinsp; &thinsp; &thinsp;

 &thinsp;

 TABLE OF CONTENTS

 Page

 1. DEFINITIONS

 1.1. Definitions
 6

 1.2. Interpretation
 66

 1.3. Certain Calculations in Respect of the Mortgage Loan and the Companion Loans
 67

 2. DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES

 2.1. Creation and Declaration of Trust; Conveyance of the Mortgage Loan
 71

 2.2. Acceptance by the Trustee and the Custodian
 73

 2.3. Representations and Warranties of the Trustee
 77

 2.4. Representations and Warranties of the Certificate Administrator
 78

 2.5. Representations and Warranties of the Servicer
 79

 2.6. Representations and Warranties of the Special Servicer
 81

 2.7. Representations and Warranties of the Depositor
 82

 2.8. Representations and Warranties of the Operating Advisor
 83

 2.9. Representations and Warranties Contained in the Mortgage Loan Purchase Agreement
 85

 2.10. Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests
 87

 2.11. Miscellaneous REMIC Provisions
 88

 2.12. Resignation Upon Prohibited Risk Retention Affiliation
 88

 2.13. Creation of the Grantor Trust
 89

 2.14. Deposit of Funds into the Rating Agency Surveillance Reserve Account
 89

 3. ADMINISTRATION AND SERVICING OF THE Mortgage Loan

 3.1. Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer
 89

 3.2. Sub-Servicing Agreements
 91

 3.3. Cash Management Account
 93

 3.4. Collection Account and Companion Loan Distribution Account
 93

 3.5. Distribution Account
 99

 3.6. Foreclosed Property Account
 101

 3.7. Appraisal Reductions
 101

 3.8. Investment of Funds in the Collection Account and Any Foreclosed Property Account
 106

 3.9. Payment of Taxes, Assessments, etc
 108

 3.10. Appointment of Special Servicer
 108

 3.11. Maintenance of Insurance and Errors and Omissions and Fidelity Coverage
 115

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 &thinsp;

 3.12. Procedures with Respect to Defaulted Whole Loan; Realization upon the Properties
 118

 3.13. Custodian and Trustee to Cooperate; Release of Items in Mortgage File
 121

 3.14. Title and Management of Foreclosed Property
 121

 3.15. Sale of Foreclosed Property
 124

 3.16. Sale of the Whole Loan
 127

 3.17. Servicing Compensation
 131

 3.18. Reports to the Certificate Administrator; Account Statements
 136

 3.19. [Reserved]
 137

 3.20. [Reserved]
 137

 3.21. Access to Certain Documentation Regarding the Whole Loan and Other Information
 137

 3.22. Inspections
 138

 3.23. Advances
 139

 3.24. Modifications of Loan Documents
 144

 3.25. Conflicts of Interests; Mandatory Resignation of Servicer and Special Servicer
 147

 3.26. [Reserved.]
 147

 3.27. The Operating Advisor
 147

 3.28. Rating Agency Confirmation
 154

 3.29. Miscellaneous Provisions
 155

 3.30. Companion Loan Intercreditor Matters
 156

 3.31. Additional Matters with Respect to the Mortgage Loan, any Companion Loan and the Whole Loan
 157

 3.32. Credit Risk Retention
 161

 3.33. Liquidation Proceeds Holdback Account
 161

 4. DISTRIBUTIONS AND STATEMENTS TO CERTIFICATEHOLDERS

 4.1. Distributions
 164

 4.2. Withholding Tax
 169

 4.3. Allocation and Distribution of Yield Maintenance Premium
 169

 4.4. Statements to Certificateholders
 169

 4.5. Investor Q&A Forum; Investor Registry and Rating Agency Q&A Forum
 172

 4.6. Grantor Trust Reporting
 176

 5. THE CERTIFICATES

 5.1. The Certificates
 177

 5.2. Form and Registration
 179

 5.3. Registration of Transfer and Exchange of Certificates
 181

 5.4. Mutilated, Destroyed, Lost or Stolen Certificates
 189

 5.5. Persons Deemed Owners
 189

 5.6. Access to List of Certificateholders&rsquo; Names and Addresses; Special Notices
 189

 5.7. Maintenance of Office or Agency
 190

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 &thinsp;

 6. THE DEPOSITOR, THE SERVICER, THE SPECIAL SERVICER AND THE oPERATING ADVISOR

 6.1. Respective Liabilities of the Depositor, the Servicer, the Special Servicer and the Operating Advisor
 190

 6.2. Merger or Consolidation of the Servicer, the Special Servicer, or the Operating Advisor
 190

 6.3. Limitation on Liability of the Depositor, the Servicer, the Special Servicer, the Operating Advisor and Others
 191

 6.4. Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer
 192

 6.5. Ethical Wall
 194

 6.6. Indemnification by the Servicer, the Special Servicer, the Operating Advisor and the Depositor
 195

 7. SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE

 7.1. Servicer Termination Events; Special Servicer Termination Events
 195

 7.2. Trustee to Act; Appointment of Successor
 203

 7.3. [Reserved]
 205

 7.4. Other Remedies of Trustee
 205

 7.5. Waiver of Past Servicer Termination Events and Special Servicer Termination Events
 206

 7.6. Trustee as Maker of Advances
 206

 8. THE TRUSTEE AND THE Certificate Administrator

 8.1. Duties of the Trustee and the Certificate Administrator
 207

 8.2. Certain Matters Affecting the Trustee and the Certificate Administrator
 209

 8.3. Neither the Trustee nor the Certificate Administrator is Liable for Certificates, the Mortgage Loan or the Whole Loan
 212

 8.4. Trustee and Certificate Administrator May Own Certificates
 214

 8.5. Trustee&rsquo;s and Certificate Administrator&rsquo;s Fees and Expenses
 214

 8.6. Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance
 216

 8.7. Resignation and Removal of the Trustee or the Certificate Administrator
 217

 8.8. Successor Trustee or Successor Certificate Administrator
 219

 8.9. Merger or Consolidation of the Trustee or the Certificate Administrator
 220

 8.10. Appointment of Co-Trustee or Separate Trustee
 220

 8.11. Appointment of Authenticating Agent and Custodian
 221

 8.12. Indemnification by Trustee and the Certificate Administrator
 223

 8.13. Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information
 223

 8.14. Access to Certain Information
 223

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 &thinsp;

 9. CERTAIN MATTERS RELATING TO THE DIRECTING CERTIFICATEHOLDER

 9.1. Selection and Removal of the Directing Certificateholder
 233

 9.2. Limitation on Liability of Directing Certificateholder; Acknowledgements of the Certificateholders
 235

 9.3. Rights and Powers of the Directing Certificateholder
 235

 9.4. Directing Certificateholder Contact with Servicer and Special Servicer
 240

 10. TERMINATION

 10.1. Termination
 240

 10.2. Additional Termination Requirements
 241

 10.3. Trusts Irrevocable
 242

 11. MISCELLANEOUS PROVISIONS

 11.1. Amendment
 242

 11.2. Recordation of Agreement; Counterparts
 246

 11.3. Governing Law; Waiver of Trial by Jury; Submission to Jurisdiction
 246

 11.4. Notices
 247

 11.5. Notices to the Rating Agencies and Payment of Surveillance Fees
 255

 11.6. Severability of Provisions
 257

 11.7. Limitation on Rights of Certificateholders
 257

 11.8. Certificates Nonassessable and Fully Paid
 258

 11.9. Reproduction of Documents
 258

 11.10. No Partnership
 259

 11.11. Actions of Certificateholders
 259

 11.12. Successors and Assigns
 259

 11.13. Acceptance by Authenticating Agent, Certificate Registrar
 260

 11.14. Streit Act
 260

 11.15. Assumption by Trust of Duties and Obligations of the Mortgage Loan Sellers Under the Loan Documents
 260

 11.16. Grant of a Security Interest
 260

 11.17. Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreement
 261

 12. REMIC ADMINISTRATION

 12.1. REMIC Administration
 261

 12.2. Foreclosed Property
 264

 12.3. Prohibited Transactions and Activities
 266

 12.4. Indemnification with Respect to Certain Taxes and Loss of REMIC Status
 267

 13. exchange act reporting and regulation ab compliance

 13.1. Intent of the Parties; Reasonableness
 267

 13.2. Succession; Sub-Servicers; Subcontractors
 268

 13.3. Other Securitization Trust&rsquo;s Filing Obligations
 270

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 &thinsp;

 13.4. Form 10-D Disclosure
 270

 13.5. Form 10-K Disclosure
 270

 13.6. Form 8-K Disclosure
 271

 13.7. Annual Compliance Standards
 271

 13.8. Annual Reports on Assessment of Compliance with Servicing Criteria
 273

 13.9. Annual Independent Public Accountants&rsquo; Servicing Report
 275

 13.10. Significant Obligor
 276

 13.11. Sarbanes-Oxley Backup Certification
 277

 13.12. Indemnification
 277

 13.13. Amendments
 278

 13.14. Termination of the Certificate Administrator
 278

 13.15. Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan
 279

 EXHIBITS

 Exhibit A-1
 Form of Class A Certificates

 Exhibit A-2
 Form of Class B Certificates

 Exhibit A-3
 Form of Class C Certificates

 Exhibit A-4
 Form of Class D Certificates

 Exhibit A-5
 Form of Class E Certificates

 Exhibit A-6
 Form of Class F Certificates

 Exhibit A-7
 Form of Class HRR Certificates

 Exhibit A-8
 Form of Class R Certificates

 Exhibit A-9
 Form of Class ELP Certificates

 Exhibit B
 Form of Request for Release

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

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

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

 Exhibit F
 Form of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate

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

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

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

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

 Exhibit J-2
 Form of Transferor Letter

 Exhibit J-3
 Form of ERISA Representation Letter

 Exhibit J-4
 Form of Transferee Certificate for Transfers of the Class HRR Certificates

 Exhibit J-5
 Form of Transferor Certificate for Transfers of the Class HRR Certificates

 &thinsp; v &thinsp;

 &thinsp;

 Exhibit J-6
 Form of Request of Retaining Sponsor Consent for Release of the Class HRR Certificates

 Exhibit K-1
 Form of Investor Certification for Non-Borrower Affiliates

 Exhibit K-2
 Form of Investor Certification for Borrower Affiliates

 Exhibit L
 Applicable Servicing Criteria

 Exhibit M
 Form of NRSRO Certification

 Exhibit N
 Form of Certificate Administrator Receipt of the Class HRR Certificates

 Exhibit&thinsp;O
 Form of Online Market Data Provider Certificate

 Exhibit&thinsp;P
 Form of Investment Representation Letter

 Exhibit Q
 CREFC&reg;&thinsp;Payment Information

 Exhibit R-1
 Additional Form 10-D Disclosure

 Exhibit R-2
 Additional Form 10-K Disclosure

 Exhibit S
 Form of Notice from Operating Advisor Recommending Replacement of Special Servicer

 Exhibit T
 Form 8-K Disclosure Information

 Exhibit U
 Additional Disclosure Notification

 Exhibit V
 Initial Sub-Servicers

 Exhibit W
 Form of Annual Compliance Statement

 Exhibit X
 Form of Report on Assessment of Compliance with Servicing Criteria

 Exhibit Y-1
 Form of Certification to be Provided to Depositor by Servicer

 Exhibit Y-2
 Form of Certification to be Provided to Depositor by Special Servicer

 Exhibit Y-3
 Form of Certification to be Provided to Depositor by Certificate Administrator

 Exhibit Y-4
 Form of Certification to be Provided to Depositor by Trustee

 Exhibit Z
 Form of Operating Advisor Annual Report

 Exhibit AA-1
 Form of Power of Attorney by Trustee for Servicer

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

 &thinsp; vi &thinsp;

 &thinsp;

 THIS TRUST AND SERVICING
AGREEMENT (&ldquo; Agreement &rdquo;) is dated as of May 13, 2026 among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, BSP Special Servicer, LLC, as Special Servicer, Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor.

 INTRODUCTORY STATEMENT

 Terms not defined in this
Introductory Statement shall have the meanings specified in Article&thinsp;1 hereof.

 Reference is made to that
certain componentized fixed rate loan (the &ldquo; Whole Loan &rdquo;), evidenced by forty-two promissory notes (collectively, the
&ldquo; Notes &rdquo;). The Whole Loan was co-originated by Wells Fargo Bank, CREFI, BANA, UBS AG New York Branch, MSBNA and BMO
pursuant to that certain Loan Agreement, dated as of May 8, 2026 (the &ldquo; Origination Date &rdquo;) (the &ldquo; Loan Agreement &rdquo;),
among Wells Fargo Bank, CREFI, BANA, UBS AG New York Branch, MSBNA and BMO, as lenders, and the entities set forth therein (collectively,
the &ldquo; Borrowers &rdquo;).

 The Whole Loan consists of
(a) a portion that has an unpaid principal balance as of the Cut-Off Date of $1,282,500,000 (the &ldquo; Mortgage Loan &rdquo;),
and is evidenced by twenty-four fixed-rate promissory notes designated as Note A-1-1, Note A-1-2, Note A-1-3, Note A-1-4, Note A-1-5,
Note A-1-6, Note A-2-1, Note A-2-2, Note A-2-3, Note A-2-4, Note A-2-5, Note A-2-6, Note B-1-1, Note B-1-2, Note B-1-3, Note B-1-4, Note
B-1-5, Note B-1-6, Note B-2-1, Note B-2-2, Note B-2-3, Note B-2-4, Note B-2-5 and Note B-2-6 (as the same may hereafter be amended, restated,
replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified (each, a &ldquo; Note &rdquo; and collectively,
the &ldquo; Trust Notes &rdquo;), and (b) portions that have an aggregate outstanding principal balance as of the Cut-off Date of
$337,500,000 (the &ldquo; Companion Loans &rdquo;), and are evidenced by the promissory notes designated as Note A-3-1-1, Note A-3-1-2,
Note A-3-2-1, Note A-3-2-2, Note A-3-2-3, Note A-3-3, Note A-3-4, Note A-3-5, Note A-3-6, Note A-4-1-1, Note A-4-1-2, Note A-4-2-1, Note
A-4-2-2, Note A-4-2-3, Note A-4-3, Note A-4-4, Note A-4-5 and Note A-4-6 (as the same may hereafter be amended, restated, replaced, extended,
renewed, supplemented, consolidated, severed, split or otherwise modified, the &ldquo; Companion Notes &rdquo;). The Trust Notes
and the Companion Notes are collectively referred to herein as the &ldquo; Notes &rdquo; and, each, as a &ldquo; Note &rdquo;
and is secured by a first priority mortgage lien on the Borrower&rsquo;s fee interest in the Mortgaged Property.

 For purposes of calculating
interest and other amounts payable on the Whole Loan, each Note was divided into components (each a &ldquo; Component &rdquo; and,
collectively the &ldquo; Components &rdquo;) as follows: Component A, Component B, Component C, Component D, Component E, Component
F and Component HRR. The original principal balance of each Component and the initial interest rate thereon (the related &ldquo; Component
Rate &rdquo;) is set forth below:

 &thinsp;

 &thinsp;

 &thinsp; &thinsp; &thinsp;

 &thinsp;

 &thinsp;

 Component
 Initial
 Component Principal Balance
 Component
 Rate (1)

 Component
 A

 $
 933,242,769.56 (2)
 4.99373%

 Component
 B

 $
 100,929,102.06 (3)
 5.28605%

 Component
 C

 $
 94,181,752.61 (4)
 5.57805%

 Component
 D-1

 $
 41,046,375.77 (5)
 5.86972%

 Component
 D-2

 $
 25,500,000.00
 5.86972%

 Component
 E

 $
 157,400,000.00
 6.35514%

 Component
 F

 $
 203,575,000.00
 7.51656%

 Component
 HRR

 $
 64,125,000.00
 9.44116%

 (1) Components A, B, C and D-1 in the aggregate, and the respective portions of the Whole Loan allocated thereto,
relate solely to the Trust A Notes and the Companion Notes in the aggregate; and Components D-2, E, F and HRR in the aggregate, and the
respective portions of the Whole Loan allocated thereto, relate solely to the B Notes.

 (2) Only $663,900,000 of the principal balance of Component A relates to the Class A Certificates and the
remaining $269,342,769.56 of Component A relates to the Companion Notes.

 (3) Only $71,800,000 of the principal balance of Component B relates to the Class B Certificates and the remaining
$29,129,102.06 of Component B relates to the Companion Notes.

 (4) Only $67,000,000 of the principal balance of Component C relates to the Class C Certificates and the remaining
$27,181,752.61 of Component C relates to the Companion Notes.

 (5) Only $29,200,000 of the principal balance of Component D-1 relates to the Class D Certificates and the
remaining $11,846,375.77 of Component D-1 relates to the Companion Notes.

 The portion of the Whole
Loan co-originated by MSBNA was acquired on or before the Closing Date by MSMCH.

 The Whole Loan was sold by
WFB, CREFI, BANA, UBS AG New York Branch, MSBNA and BMO (collectively, the &ldquo; Mortgage Loan Sellers &rdquo;) to the Depositor
pursuant to a mortgage loan purchase agreement, dated as of May 8, 2026 (the &ldquo; Mortgage Loan Purchase Agreement &rdquo;), among
the Mortgage Loan Sellers and the Depositor. The Companion Loans are not part of the Trust Fund. The relative rights of the lenders in
respect of the Whole Loan are set forth in a co-lender agreement dated as of May 8, 2026 (as amended, restated, supplemented or otherwise
modified from time to time, the &ldquo; Co-Lender Agreement &rdquo;), among the initial holders of the Notes. From and after the
Closing Date, the entire Whole Loan is to be serviced and administered in accordance with this Agreement.

 As provided for herein, the
Certificate Administrator shall elect or shall cause elections to be made to treat designated portions of the Trust Fund (exclusive of
the Excess Liquidation Proceeds Option) for federal income tax purposes as two 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;). Each
Class of Regular Certificates will represent a single class of &ldquo;regular interests&rdquo; in the Upper-Tier REMIC, as further described
herein. Each Class of Uncertificated Lower-Tier Interests will represent a single class of &ldquo;regular interests&rdquo; in the Lower-Tier
REMIC, as further described herein. The Class&thinsp;R Certificates will evidence the sole class of &ldquo;residual interests&rdquo; in
each of the Upper-Tier REMIC and Lower-Tier REMIC for purposes of the REMIC Provisions.

 &thinsp; - 2 - &thinsp;

 &thinsp;

 In addition, the portion
of the Trust Fund consisting of the Excess Liquidation Proceeds Option with respect to the Mortgage Loan, the related proceeds and the
related distribution account will be treated as a &ldquo;grantor trust&rdquo; (the &ldquo; Grantor Trust &rdquo;) for federal income
tax purposes. The Class ELP Certificates will represent undivided beneficial interests in the Grantor Trust consisting of the Excess Liquidation
Proceeds Option, the related proceeds and the related distribution account. As provided herein, the Certificate Administrator shall, at
the direction of the Depositor, take all actions expressly required hereunder to ensure that the portion of the Trust Fund consisting
of the Grantor Trust maintains its status as a &ldquo;grantor trust&rdquo; under federal income tax law and not be treated as part of
the Trust REMICs.

 In exchange for the Mortgage
Loan and the Uncertificated Lower-Tier Interests, the Trust will issue to the Depositor the Class&thinsp;A, Class&thinsp;B, Class&thinsp;C,
Class&thinsp;D, Class&thinsp;E, Class F, Class&thinsp;HRR, Class&thinsp;R and Class ELP Certificates (collectively, the &ldquo; Certificates &rdquo;).
The Certificates in the aggregate will evidence the entire ownership interest in the Trust. The Trust Fund consists principally of the
Mortgage Loan, the Mortgage, the Loan Documents and the Co-Lender Agreement (exclusive of the rights of the Companion Loan Holders thereunder)
and all payments under, and proceeds of, the Mortgage Loan from and after the Cut-off Date.

 The Depositor intends to
sell the Certificates to the Initial Purchasers in an offering exempt from the registration requirements of the federal securities laws.

 The Depositor, the Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee are entering into this Agreement, and the Trustee
is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

 &thinsp; - 3 - &thinsp;

 &thinsp;

 UPPER-TIER REMIC

 As further described in Section&thinsp;2.11 ,
the Class A, Class B, Class C, Class&thinsp;D, Class E, Class F and Class HRR Certificates will
 evidence &ldquo;regular interests&rdquo; in the Upper-Tier REMIC created hereunder. The Class UT-R Interest will constitute the
sole class of &ldquo;residual interests&rdquo; in the Upper-Tier REMIC created hereunder and will be evidenced by the Class&thinsp;R Certificates.
The following table sets forth the Trust Loan Component corresponding to each Class of Certificates (each, a &ldquo; Corresponding Trust
Loan Component &rdquo;), the Class designation, the Pass-Through Rate, the initial Trust Loan Component Balance and the aggregate initial
Certificate Balance (the &ldquo; Original Certificate Balance &rdquo;) for each Class of Regular Certificates and the Class UT-R
Interest, as applicable, comprising the interests in the Upper-Tier REMIC created hereunder:

 Corresponding
 Trust Loan Component

 Class

 Designation

 Pass-Through Rate

 ( per annum )

 Initial
 Trust Loan Component Balance

 Original
 Certificate Balance

 Trust Loan Component A
 Class&thinsp;A
 (1)
 $ 663,900,000
 $ 663,900,000

 Trust Loan Component B
 Class&thinsp;B
 (1)
 $ 71,800,000
 $ 71,800,000

 Trust Loan Component C
 Class&thinsp;C
 (1)
 $ 67,000,000
 $ 67,000,000

 Trust Loan Component D
 Class&thinsp;D
 (1)
 $ 54,700,000 (2)
 $ 54,700,000

 Trust Loan Component E
 Class&thinsp;E
 (1)
 $ 157,400,000
 $ 157,400,000

 Trust Loan Component F
 Class&thinsp;F
 (1)
 $ 203,575,000
 $ 203,575,000

 Trust Loan Component HRR
 Class&thinsp;HRR
 (1)
 $ 64,125,000
 $ 64,125,000

 N/A
 Class UT-R
 None (3)
 &thinsp;
 None (3)

 (1) The Pass-Through Rate applicable to each of the Class A, Class B, Class C, Class D, Class E, Class F and
Class HRR Certificates on each Distribution Date will be a per annum rate equal to the Net Component Rate of the Corresponding
Trust Loan Component for the related Distribution Date.

 (2) Trust Loan Component D is comprised of $29,200,000 of Component D-1 and all of Component D-2.

 (3) The Class UT-R Interest (evidenced by the Class&thinsp;R Certificates) will not have a Certificate Balance,
will not bear interest and will not be entitled to distributions of Yield Maintenance Premium. Any Available Funds remaining in the Upper-Tier
Distribution Account, after all required distributions under this Agreement have been made to each Class of Regular Certificates and the
Class LT-R Interest, will be distributed to the Holders of the Class&thinsp;R Certificates in respect of the Class UT-R Interest.

 LOWER-TIER REMIC

 The Class&thinsp;LA, Class
LB, Class LC, Class LD, Class&thinsp;LE, Class LF and Class&thinsp;LHRR Uncertificated Interests will evidence &ldquo;regular interests&rdquo;
in the Lower-Tier REMIC created hereunder. The Class&thinsp;LT-R Interest will constitute the sole class of &ldquo;residual interests&rdquo;
in the Lower-Tier REMIC created hereunder and will be evidenced by the Class&thinsp;R Certificates. The following table sets forth the Class
designation, the Pass-Through Rate and the initial Lower-Tier Principal Amount (the &ldquo; Original Lower-Tier Principal Amount &rdquo;)
for each Class of Uncertificated

 &thinsp; - 4 - &thinsp;

 &thinsp;

 Lower-Tier Interests and the Class&thinsp;LT-R
Interest, as applicable, comprising the interests in the Lower-Tier REMIC created hereunder:

 &thinsp;

 Class Designation

 Pass-Through Rate

 Original Lower-Tier

 Principal Amount

 Class LA
 (1)
 $663,900,000

 Class LB
 (1)
 $71,800,000

 Class LC
 (1)
 $67,000,000

 Class LD
 (1)
 $54,700,000

 Class LE
 (1)
 $157,400,000

 Class LF
 (1)
 $203,575,000

 Class LHRR
 (1)
 $64,125,000

 Class LT-R
 None (2)
 None (2)

 (1) For any Distribution Date, the Pass-Through Rate for each of these Uncertificated Lower-Tier Interests
shall be the Net Component Rate of the Related Component for such Distribution Date.

 (2) The Class LT-R Interest (evidenced by the Class&thinsp;R Certificates) will not have a Lower-Tier Principal
Amount, will not bear interest and will not be entitled to distributions of Yield Maintenance Premium. Any Available Funds constituting
assets remaining in the Lower-Tier Distribution Account after distributing the Lower-Tier Distribution Amount shall be distributed to
the Holders of the Class&thinsp;R Certificates in respect of the Class LT-R Interest (but only to the extent of the Available Funds for
such Distribution Date, if any, remaining in the Lower-Tier Distribution Account).

 All covenants and agreements
made by the Depositor herein are for the benefit and security of the Certificateholders and the Trustee as Holder of the Uncertificated
Lower-Tier Interests. The Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating
Advisor are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged.

 THE GRANTOR TRUST

 The portion of the Trust
Fund consisting of the Excess Liquidation Proceeds Option, the related proceeds and the related distribution account will be treated as
a &ldquo;grantor trust&rdquo; for federal income tax purposes. The Class ELP Certificates will represent undivided beneficial interests
in the Grantor Trust consisting of the Excess Liquidation Proceeds Option, the related proceeds and the related distribution account.
As provided herein, the Certificate Administrator shall, at the direction of the Depositor, take all actions expressly required hereunder
to ensure that the portion of the Trust Fund consisting of the Grantor Trust maintains its status as a &ldquo;grantor trust&rdquo; under
federal income tax law and not be treated as part of the Trust REMICs.

 The Class ELP Certificates
will not have a Pass-Through Rate or Certificate Balance and will not be entitled to distributions of principal or interest, but will
be entitled to the right to exercise their Excess Liquidation Proceeds Option.

 W I T N E S S E T H T H A T:

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

 &thinsp; - 5 - &thinsp;

 &thinsp;

 1. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
 DEFINITIONS

 1.1. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
 Definitions . Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall
have the following meanings and such meanings shall be equally applicable to the singular and plural forms of such terms, as the context
may require.

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

 &ldquo; 17g-5 Information
Provider&rsquo;s Website &rdquo;: The internet website of the 17g-5 Information Provider that will initially be located within the
Certificate Administrator&rsquo;s Website ( www.ctslink.com ), under the &lsquo;NRSRO&rsquo; tab on the page relating to this transaction.
Such website shall provide means of navigation for the Depositor and each NRSRO (including each Rating Agency) to the portion of the Certificate
Administrator&rsquo;s Website available to Privileged Persons.

 &ldquo; A Notes &rdquo;:
Note A-1-1, Note A-1-2, Note A-1-3, Note A-1-4, Note A-1-5, Note A-1-6, Note A-2-1, Note A-2-2, Note A-2-3, Note A-2-4, Note A-2-5, Note
A-2-6, Note A-3-1-1, Note A-3-1-2, Note A-3-2-1, Note A-3-2-2, Note A-3-2-3, Note A-3-4, Note A-3-5, Note A-3-6, Note A-4-1-1, Note A-4-1-2,
Note A-4-2-1, Note A-4-2-2, Note A-4-2-3, Note A-4-3, Note A-4-4, Note A-4-5 and Note A-4-6.

 &ldquo; Acceptable Insurance
Default &rdquo;: Any default arising when the Loan Documents require that the Borrowers must maintain all risk casualty insurance or
other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has determined, in its reasonable
judgment in accordance with Accepted Servicing Practices, that (i) such insurance is not available at commercially reasonable rates and
the subject hazards are not commonly insured against by prudent owners of similar real properties located in or near the geographic region
in which the related Property is located (but only by reference to such insurance that has been obtained by such owners at current market
rates), or (ii) such insurance is not available at any rate. Each of the Servicer (at its own expense) and the Special Servicer (as a
Trust Fund Expense) shall be entitled to rely on insurance consultants in making the determinations described in this definition.

 &ldquo; Accepted Servicing
Practices &rdquo;: As defined in Section&thinsp;3.1 .

 &ldquo; Acquisition Date &rdquo;:
The date upon which, under the Code (and in particular the REMIC Provisions and Section 856(e) of the Code), the Trust Fund is deemed
to have acquired one or more of the Properties.

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

 &ldquo; Additional Compensation &rdquo;:
Default Interest and late payment fees (after all payments pursuant to Section&thinsp;3.4(c)(v) and 3.4(c)(vi) ), Assumption
Fees, Assumption Application Fees, defeasance fees, substitution fees, release fees, Modification Fees, consent fees, loan service transaction
fees, amounts collected for checks returned for insufficient funds, charges for beneficiary statements or demands, other loan processing
fees, review fees and similar fees and expenses to which the Servicer and the Special Servicer, as applicable, are entitled to the extent
permitted by (or not otherwise prohibited by) and specifically allocated to such amounts or actually

 &thinsp; - 6 - &thinsp;

 &thinsp;

 paid by the Borrowers in accordance with the
terms of the Loan Documents or pursuant to this Agreement and any income earned (net of losses (subject to Section&thinsp;3.8(b) )
on the investment of funds deposited in the Collection Account, any Foreclosed Property Account and any Reserve Account pursuant to Section&thinsp;3.8
of this 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 to this Agreement as Exhibit U .

 &ldquo; Additional Form
10-D Disclosure &rdquo;: The information described in the Form 10-D items set forth under the &ldquo;Item on Form 10-D&rdquo; column
on Exhibit R-1 hereto.

 &ldquo; Additional Form
10-K Disclosure &rdquo;: The information described in the Form 10-K items set forth under the &ldquo;Item on Form 10-K&rdquo; column
on Exhibit R-2 hereto.

 &ldquo; Additional Servicer &rdquo;:
Each Affiliate of the Servicer or the Special Servicer that Services the Whole Loan and each Person who is not an Affiliate of the Servicer,
other than the Special Servicer or the Certificate Administrator, who Services the Whole Loan as of any date of determination.

 &ldquo; Administrative
Advances &rdquo;: As defined in Section&thinsp;3.23(b) .

 &ldquo; Administrative
Fee Rate &rdquo;: The sum of the Servicing Fee Rate, the Operating Advisor Fee Rate, the Certificate Administrator Fee Rate (including
the portion that is the Trustee Fee) and the CREFC &reg; Intellectual Property Royalty License Fee Rate.

 &ldquo; Advance &rdquo;:
Any Administrative Advance, Monthly Payment Advance or any Property Protection Advance.

 &ldquo; Advance Rate &rdquo;:
As defined in Section&thinsp;3.23(d) .

 &ldquo; Adverse REMIC Event &rdquo;:
As defined in Section 12.1(j) .

 &ldquo; Affiliate &rdquo;:
With respect to any specified Person, any other Person, directly or indirectly, 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, relation to individuals or otherwise, and the terms &ldquo;controlling&rdquo; and &ldquo;controlled&rdquo; have meanings
correlative to the foregoing. The Trustee and/or the Certificate Administrator may obtain and rely upon an Officer&rsquo;s Certificate
of the Servicer, the Special Servicer, the Trustee (in the case of the Certificate Administrator), the Certificate Administrator (in the
case of the Trustee), the Operating Advisor, a Borrower or the Depositor, as applicable, to determine whether any Person is an Affiliate
of the Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator, a Borrower or the Depositor.

 &ldquo; Agreement &rdquo;:
This Trust and Servicing Agreement (including all exhibits hereto) and all amendments and supplements hereto.

 &thinsp; - 7 - &thinsp;

 &thinsp;

 &ldquo; Allocated Mortgage
Loan Amount &rdquo;: With respect to each individual Property, the amount set forth on Schedule IV of the Loan Agreement (as
may be reduced or reallocated from time to time pursuant to the terms and conditions of the Loan Agreement).

 &ldquo; A.M. Best &rdquo;:
A.M. Best Company, Inc., and its successors-in-interest.

 &ldquo; Applicable Banking
Law &rdquo;: As defined in Section&thinsp;8.2(d) .

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

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

 &ldquo; Applicable Servicing
Criteria &rdquo;: With respect to the Servicer, the Special Servicer or any Servicing Function Participant, the Servicing Criteria
applicable to it, as set forth on Exhibit&thinsp;L attached hereto. For clarification purposes, multiple parties can have responsibility
for the same Applicable Servicing Criteria and with respect to a Servicing Function Participant engaged by the Servicer or the Special
Servicer, the term &ldquo; Applicable Servicing Criteria &rdquo; may refer to a portion of the Applicable Servicing Criteria applicable
to the Servicer or the Special Servicer, as the case may be.

 &ldquo; Appraisal &rdquo;:
With respect to each Property or Foreclosed Property, an appraisal of such Property or Foreclosed Property, conducted by an Independent
Appraiser in accordance with the standards of the Appraisal Institute and certified by such Independent Appraiser as having been prepared
in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute with an &ldquo;MAI&rdquo; designation
and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, as well as the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as amended; provided that after an initial &ldquo;Appraisal&rdquo; has been obtained pursuant
to the terms of this Agreement, an update of such initial Appraisal shall be considered an &ldquo;Appraisal&rdquo; hereunder for all purposes.
All Appraisals (and updates thereof) obtained pursuant to the terms of this Agreement shall include a valuation using the &ldquo;income
capitalization &ndash; discounted cash flow approach&rdquo; and set forth the discount rate and terminal capitalization rate utilized
by the Independent Appraiser. All calculations under this Agreement requiring that a &ldquo;value&rdquo; or &ldquo;appraised value&rdquo;
be used with respect to a Property or Foreclosed Property (as applicable) shall use the most recently determined appraised value set forth
in an Appraisal (or update thereof) unless a different valuation is specifically required (such as the appraised value of a Property as
of the Origination Date). With respect to any Appraisal Reduction Amount calculated for purposes of determining an Appraisal Reduction
Event, the appraised value (as determined by an updated Appraisal) of the Properties securing the Mortgage Loan shall be determined on
an &ldquo;as-is&rdquo; basis, based upon the current physical condition, use and zoning of the Properties as of the date of the Appraisal.

 &thinsp; - 8 - &thinsp;

 &thinsp;

 &ldquo; Appraisal Reduction
Amount &rdquo;: As of any date of determination, an amount equal to the excess of (i) the outstanding principal balance of the Whole
Loan on such date plus the sum of (A) all accrued and unpaid interest on each Component of the Mortgage Loan at the applicable Component
Rate, (B) all unreimbursed Administrative Advances, Property Protection Advances and interest on all Advances at the Advance Rate in respect
of the Whole Loan or Properties and interest on all Companion Loan Advances under any Other Pooling and Servicing Agreement, (C) the amount
of any Advances and interest on the Advances previously reimbursed from principal collections on the Whole Loan that have not otherwise
been recovered from the Borrowers, (D) all currently due and unpaid real estate taxes and assessments and insurance premiums and all other
amounts, due and unpaid in respect of the Properties (which taxes, premiums and other amounts have not been the subject of an Advance)
and (E) to the extent not duplicative of amounts in clauses (B) , (C) or (D) , all unpaid Trust Fund Expenses then
due under this Agreement over (ii) the sum of (x)&thinsp;90% of the appraised value (as determined by an Appraisal) of the Properties securing
the Mortgage Loan less the amount of any liens (exclusive of Permitted Encumbrances) on the related Properties senior to the lien of the
Loan Documents plus (y)&thinsp;any escrows with respect to the Whole Loan, including for taxes, insurance premiums and ground rents, if
any. Any Appraisal Reduction Amount in respect of the Whole Loan shall be allocated first to the Trust B Notes, on a pro rata and
 pari passu basis (and, in the case of any such amounts so allocated to the Trust B Notes, first to Trust Loan Component HRR, second
to Trust Loan Component F, third to Trust Loan Component E, and then to Trust Loan Component D), up to their respective outstanding principal
balance, and then to the A Notes, on a pro rata and pari passu basis (and, in the case of any such amounts so allocated
to the Trust A Notes, first to Trust Loan Component C, second to Trust Loan Component B and then to Trust Loan Component A), up to their
respective outstanding principal balances.

 &ldquo; Appraisal Reduction
Event &rdquo;: The earliest of (i)&thinsp;sixty&thinsp;(60) days after an uncured payment delinquency (other than a delinquency in respect
of the Balloon Payment) occurs in respect of the Mortgage Loan or the Whole Loan, (ii)&thinsp;ninety&thinsp;(90) days after an uncured delinquency
occurs in respect of the Balloon Payment for the Mortgage Loan or the Whole Loan unless a refinancing or a sale of the Properties is anticipated
within one hundred twenty&thinsp;(120) days after the Maturity Date of the Mortgage Loan or the Whole Loan (as evidenced by a fully executed
term sheet, written refinancing commitment, letter of intent from an acceptable lender or sale agreement that, in either case, is reasonably
satisfactory in form and substance to the Servicer (with a copy to the Special Servicer) that provides that such refinancing or sale will
occur within 120 days after the Maturity Date), in which case one hundred twenty&thinsp;(120) days after such uncured delinquency, (iii)&thinsp;sixty&thinsp;(60)
days after a reduction in Monthly Payments or a material adverse economic change with respect to the terms of the Mortgage Loan or the
Whole Loan has become effective, (iv)&thinsp;sixty&thinsp;(60) days after an extension of the Maturity Date of the Mortgage Loan or the Whole
Loan (except for an extension within the time periods described in clause&thinsp;(ii) above), (v)&thinsp;immediately after a receiver
has been appointed in respect of any of the Properties securing the Mortgage Loan on behalf of the Trust or any other creditor, (vi)&thinsp;immediately
after any Borrower declares, or becomes the subject of, bankruptcy, insolvency or similar proceedings, admits in writing the inability
to pay its debts as they come due or makes an assignment for the benefit of creditors, or (vii)&thinsp;immediately after a Property securing
the Mortgage Loan becomes a Foreclosed Property.

 &ldquo; Appraised-Out Class &rdquo;:
As defined in Section 3.7(f) .

 &thinsp; - 9 - &thinsp;

 &thinsp;

 &ldquo; Approved Annual
Budget &rdquo;: As defined in the Loan Agreement.

 &ldquo; ASR Consultation
Process &rdquo;: As defined in Section 3.10(j) .

 &ldquo; Asset Status Report &rdquo;:
As defined in Section&thinsp;3.10(i) .

 &ldquo; Assignment of Management
Agreement &rdquo;: As defined in the Loan Agreement.

 &ldquo; Assignment of Mortgage &rdquo;:
An assignment of the applicable Mortgage without recourse, notice of transfer or equivalent instrument, in recordable form, which is sufficient
under the laws of the jurisdiction in which the related Property is located to reflect of record the assignment of the Mortgage to the
Trustee on behalf of the Trust Fund; provided , however , that the Trustee, the Certificate Administrator, the Servicer and
the Special Servicer shall not be responsible for determining whether any such assignment is legally sufficient or in recordable form.

 &ldquo; Assumed Monthly
Payment &rdquo;: With respect to any Distribution Date (including any Distribution Date following a delinquency in the payment of the
Balloon Payment or the foreclosure of the Mortgage Loan or acceptance by the Trust on behalf of the Trust and the Companion Loan Holders
of a deed-in-lieu of foreclosure or comparable conversion of the Whole Loan), shall be equal to the scheduled monthly payment of interest
that would have been due in respect of the Mortgage Loan on its Maturity Date (excluding the principal portion of the Balloon Payment
and Default Interest) and each subsequent Payment Date (or Assumed Payment Date) if the Mortgage Loan had been required to continue to
accrue interest in accordance with its terms (other than any principal portion of the Balloon Payment and Default Interest), in effect
immediately prior to, and without regard to the occurrence of the Maturity Date or after the occurrence of a foreclosure of the Mortgage
Loan or acceptance by the Trust on behalf of the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion
of the Whole Loan, in respect of the Mortgage Loan on the last Payment Date (or Assumed Payment Date) prior to its foreclosure or acceptance
by the Trust of a deed-in-lieu, in each case as such terms may have been modified, and such Maturity Date may have been extended, in connection
with a bankruptcy or similar proceeding involving the Borrowers or otherwise or a modification, waiver or amendment granted or agreed
to by the Servicer or Special Servicer.

 &ldquo; Assumed Payment
Date &rdquo;: With respect to the Mortgage Loan for any calendar month following a delinquency in the payment of the Balloon Payment
or the foreclosure of the Mortgage Loan or acceptance by the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or
comparable conversion of the Whole Loan, the date that would have been the Payment Date in such calendar month if the Maturity Date or
the foreclosure of the Mortgage Loan or acceptance by the Trustee on behalf of the Trust Fund and the Companion Loan Holders of a deed-in-lieu
of foreclosure or comparable conversion of the Mortgage Loan had not occurred.

 &ldquo; Assumption Application
Fees &rdquo;: With respect to the Whole Loan, any and all assumption application fees actually paid by or on behalf of the Borrowers
in accordance with the Loan Documents, with respect to any application submitted to the Servicer or the Special Servicer for a proposed
assumption or substitution transaction or proposed transfer of an interest in any Borrower.

 &thinsp; - 10 - &thinsp;

 &thinsp;

 &ldquo; Assumption Fees &rdquo;:
Any and all assumption fees actually paid by or on behalf of the Borrowers in accordance with the Loan Documents, with respect to any
assumption or substitution agreement entered into by the Servicer or the Special Servicer or paid by or on behalf of a Borrower with respect
to any transfer of an interest in any Borrower.

 &ldquo; Authenticating
Agent &rdquo;: As defined in Section&thinsp;8.11(a) .

 &ldquo; Available Funds &rdquo;:
On each Distribution Date, an amount equal to (i) all amounts (other than Yield Maintenance Premium) received in respect of the Mortgage
Loan during the related Collection Period or advanced in respect of interest with respect to such Distribution Date (including, without
limitation, the Loan Purchase Price, the Repurchase Price, Condemnation Proceeds, Insurance Proceeds and/or Liquidation Proceeds received
by the Trust), reduced by (ii) other Trust Fund Expenses and certain other amounts and any portion of such amounts received in respect
of the Mortgage Loan that are required to be distributed to the Companion Loan Holders pursuant to the terms of the Co-Lender Agreement
and any other Available Funds Reduction Amount for such Distribution Date.

 &ldquo; Available Funds
Reduction Amount &rdquo;: As of each Distribution Date, all amounts withdrawn on the related Remittance Date or during the related
Collection Period from the Collection Account pursuant to Section&thinsp;3.4(c) .

 &ldquo; B Notes &rdquo;:
Note B-1-1, Note B-1-2, Note B-1-3, Note B-1-4, Note B-1-5, Note B-1-6, Note B-2-1, Note B-2-2, Note B-2-3, Note B-2-4, Note B-2-5 and
Note B-2-6.

 &ldquo; Balloon Payment &rdquo;:
The amount of principal of the Whole Loan, the Mortgage Loan or a Companion Loan, as applicable, together with all accrued and unpaid
interest, due and payable on the Maturity Date or such other date on which the outstanding principal balance of the Whole Loan, Mortgage
Loan or a Companion Loan becomes due and payable, whether by declaration of acceleration, or otherwise.

 &ldquo; BANA &rdquo;:
Bank of America, N.A., a national banking association, and its successors-in-interest.

 &ldquo; Beneficial Owner &rdquo;:
With respect to a Global 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 Person maintaining an account with such Depository (directly as a Depository Participant or indirectly through a
Depository Participant, in accordance with the rules of such Depository). Each of the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and the Servicer, as applicable, shall have the right to require, as a condition to acknowledging the status of any
Person as a Beneficial Owner under this Agreement, that such Person provide an Investor Certification.

 &ldquo; BMO &rdquo;:
Bank of Montreal, a Canadian chartered bank, and its successors-in-interest.

 &ldquo; Borrower Affiliate &rdquo;:
Any of the Borrowers, any other Borrower Party, the Borrower Sponsor, the Guarantor (or any replacement guarantor), the Manager, the general
partner or managing member of any of the foregoing or any of their respective Control Affiliates or agents.

 &thinsp; - 11 - &thinsp;

 &thinsp;

 The Trustee and/or the Certificate Administrator
may obtain and rely upon a certification from any Person to determine whether such Person is a Borrower Affiliate.

 &ldquo; Borrower Appraisal &rdquo;:
Any appraisal of a Property that the Borrowers delivered to the Servicer in connection with re-allocating the Allocated Mortgage Loan
Amount in accordance with the terms of the Loan Agreement.

 &ldquo; Borrower Party &rdquo;:
The Borrowers and any consolidated entity that includes the foregoing.

 &ldquo; Borrower Sponsor &rdquo;:
A &ldquo;Sponsor&rdquo; as defined in the Loan Agreement.

 &ldquo; Borrowers &rdquo;:
As defined in the Introductory Statement.

 &ldquo; Business Day &rdquo;:
Any day other than a Saturday, Sunday or any other day on which any of the following are not open for business: (a) national banks in
New York, California, North Carolina, Georgia, Texas, Ohio, Pennsylvania or Kansas, (b) the place of business of the Trustee, the Certificate
Administrator, the Servicer, the Special Servicer, the Operating Advisor or the financial institution that maintains the Collection Account
or the Foreclosed Property Account for or on behalf of the Servicer or Special Servicer or any Reserve Account, or (c) the New York Stock
Exchange or the Federal Reserve Bank of New York.

 &ldquo; Cash Management
Agreement &rdquo;: As defined in the Loan Agreement.

 &ldquo; CERCLA &rdquo;:
The Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S. C. &sect;&sect; 9601 et seq ., as amended.

 &ldquo; Certificate &rdquo;:
Any Class&thinsp;A, Class B, Class C, Class&thinsp;D, Class E, Class F, Class HRR, Class R and Class ELP Certificate.

 &ldquo; Certificate Administrator &rdquo;:
Computershare Trust Company, National Association, or if any successor certificate administrator is appointed as herein provided, such
certificate administrator. Computershare Trust Company, National Association will perform its obligations through its Corporate Trust
Services division (including, as applicable, any agents or affiliates utilized thereby).

 &ldquo; Certificate Administrator
Fee &rdquo;: With respect to the Mortgage Loan and for any Distribution Date, an amount accrued during the related Whole Loan Interest
Accrual Period at the Certificate Administrator Fee Rate on the outstanding principal balance of the Mortgage Loan as of the close of
business on the Distribution Date in such Whole Loan 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 Components
is computed and shall be prorated for partial periods. A portion of the Certificate Administrator Fee, namely the Trustee Fee, shall be
payable to the Trustee. For the avoidance of doubt, the Certificate Administrator Fee shall be deemed to be payable from the Lower-Tier
REMIC.

 &ldquo; Certificate Administrator
Fee Rate &rdquo;: With respect to the Mortgage Loan, a rate equal to 0.0052% per annum , calculated on the same interest accrual
basis as the Mortgage Loan.

 &thinsp; - 12 - &thinsp;

 &thinsp;

 A portion of the Certificate Administrator
Fee Rate shall constitute the Trustee Fee and shall be payable to the Trustee if the Certificate Administrator and Trustee are not the
same party.

 &ldquo; Certificate Administrator&rsquo;s
Website &rdquo;: The internet website of the Certificate Administrator, initially located at www.ctslink.com .

 &ldquo; Certificate Balance &rdquo;:
With respect to any outstanding Class of Sequential Pay Certificates at any date, an amount equal to the aggregate initial Certificate
Balance of such Class as set forth in the Introductory Statement less the sum of (a)&thinsp;all amounts distributed to Certificateholders
of such Class on all previous Distribution Dates and treated under this Agreement as allocable to principal and (b)&thinsp;the aggregate
amount of Realized Losses allocated to such Class of Certificates on all previous Distribution Dates, if any, pursuant to Section&thinsp;4.1(g) .
With respect to any individual Certificate in any Class, the product of (x)&thinsp;the Percentage Interest represented by such Certificate
multiplied by (y)&thinsp;the Certificate Balance of such Class.

 &ldquo; Certificate Interest
Accrual Period &rdquo;: With respect to any Distribution Date and with respect to each Class of Regular Certificates, the calendar
month preceding the month in which such Distribution Date occurs.

 &ldquo; Certificate Register &rdquo;
and &ldquo; Certificate Registrar &rdquo;: The register maintained and the registrar appointed pursuant to Section&thinsp;5.3(a) .

 &ldquo; Certificateholder &rdquo;
or &ldquo; Holder &rdquo;: With respect to any Certificate, the Person in whose name a Certificate is registered in the Certificate
Register; provided , however , that solely for the purposes of providing, distributing or otherwise making available any reports,
statements, communications or other information as required or permitted to be provided, distributed or made available to a Certificateholder
under this Agreement, a Certificateholder shall include any Beneficial Owner to the extent that the Person providing, distributing or
making available such reports, statements, communications or other information has received from such Beneficial Owner an Investor Certification
that such Person is a Beneficial Owner; and provided , further that, solely for the purposes of giving any consent, waiver,
request or demand or taking any action (including, without limitation, selecting or appointing a Directing Certificateholder), any Certificate
legally or beneficially owned by the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, any Borrower Affiliate,
the Manager or any of their sub-servicers, or any of their respective Affiliates or agents, shall be deemed not to be outstanding and
the Voting Rights to which it is entitled and the Certificate Balance of such Certificate shall not be taken into account in determining
whether the requisite percentage of Voting Rights and/or of the Certificate Balance of the Certificates or any Class of Certificates necessary
to take any such action or effect any such consent, waiver, request or demand has been obtained; provided that the Controlling
Class Certificateholder or the Directing Certificateholder shall not lose any appointment, consent or consultation rights of the Controlling
Class Certificateholder or Directing Certificateholder under this Agreement solely as a result of being an affiliate of the Special Servicer
so long as the Controlling Class Certificateholder or the Directing Certificateholder is not any Borrower Affiliate, any Manager, the
Servicer, the Trustee, the Certificate Administrator or any of the subservicers or respective Affiliates or agents of the foregoing. Notwithstanding
the foregoing, for purposes of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificate beneficially
owned by the Trustee, the Certificate Administrator, the Servicer, the

 &thinsp; - 13 - &thinsp;

 &thinsp;

 Special Servicer or any of their respective
Affiliates shall be deemed to be outstanding; provided that such amendment does not relate to the termination of, increase in compensation
of or material reduction in obligations of, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or any of their
Affiliates (other than solely in its capacity as a Certificateholder) in any material respect, in which case such Certificate shall be
deemed not to be outstanding. The Trustee, the Certificate Administrator and the Certificate Registrar may obtain and conclusively rely
upon an Officer&rsquo;s Certificate of the Depositor, the Servicer, the Special Servicer, the Certificate Administrator (in the case of
the Trustee), the Trustee (in the case of the Certificate Administrator), a Borrower, a Borrower Affiliate, the Manager, or any sub-servicer
to determine whether a Certificate is beneficially owned by an Affiliate of any of them.

 &ldquo; Certificateholder
Quorum &rdquo;: In connection with any solicitation of votes in connection with the replacement of the Special Servicer described in
 Section&thinsp;7.1(d) (other than at the recommendation of the Operating Advisor), the Holders of the Sequential Pay Certificates
evidencing at least 50% of the aggregate Voting Rights (taking into account the application of Realized Losses and the application of
any Trust Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates pursuant to the terms of this
Agreement) of all Sequential Pay Certificates.

 &ldquo; Class &rdquo;:
With respect to the Certificates, all of the Certificates bearing the same alphabetical and numerical class designation, and each Uncertificated
Lower-Tier Interest.

 &ldquo; Class&thinsp;A Certificate &rdquo;:
A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit&thinsp;A-1
hereto and designated as a Class&thinsp;A Certificate.

 &ldquo; Class&thinsp;A Pass-Through
Rate &rdquo;: The per annum rate set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.

 &ldquo; Class&thinsp;B Certificate &rdquo;:
A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit&thinsp;A-2
hereto and designated as a Class&thinsp;B Certificate.

 &ldquo; Class&thinsp;B Pass-Through
Rate &rdquo;: The per annum rate set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.

 &ldquo; Class&thinsp;C Certificate &rdquo;:
A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit&thinsp;A-3
hereto and designated as a Class&thinsp;C Certificate.

 &ldquo; Class&thinsp;C Pass-Through
Rate &rdquo;: The per annum rate set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.

 &ldquo; Class&thinsp;D Certificate &rdquo;:
A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit&thinsp;A-4
hereto and designated as a Class&thinsp;D Certificate.

 &thinsp; - 14 - &thinsp;

 &thinsp;

 &ldquo; Class&thinsp;D Pass-Through
Rate &rdquo;: The per annum rate set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.

 &ldquo; Class&thinsp;E Certificate &rdquo;:
A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit&thinsp;A-5
hereto and designated as a Class&thinsp;E Certificate.

 &ldquo; Class&thinsp;E Pass-Through
Rate &rdquo;: The per annum rate set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.

 &ldquo; Class&thinsp;F Certificate &rdquo;:
A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit&thinsp;A-6
hereto and designated as a Class&thinsp;F Certificate.

 &ldquo; Class&thinsp;F Pass-Through
Rate &rdquo;: The per annum rate set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.

 &ldquo; Class ELP Certificate &rdquo;:
A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-9 hereto
and designated as a Class ELP Certificate. The Class ELP Certificates do not have a Certificate Balance or a Pass-Through Rate.

 &ldquo; Class&thinsp;HRR
Certificate &rdquo;: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth
in Exhibit&thinsp;A-7 hereto and designated as a Class&thinsp;HRR Certificate.

 &ldquo; Class&thinsp;HRR
Pass-Through Rate &rdquo;: The per annum rate set forth in the Upper-Tier REMIC section of the Introductory Statement of this
Agreement.

 &ldquo; Class LA Uncertificated
Interest &rdquo;: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.

 &ldquo; Class LB Uncertificated
Interest &rdquo;: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.

 &ldquo; Class LC Uncertificated
Interest &rdquo;: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.

 &ldquo; Class LD Uncertificated
Interest &rdquo;: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.

 &ldquo; Class LE Uncertificated
Interest &rdquo;: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.

 &thinsp; - 15 - &thinsp;

 &thinsp;

 &ldquo; Class LF Uncertificated
Interest &rdquo;: A regular interest in the Lower-Tier REMIC,

 which is held as an asset of the Upper-Tier REMIC and has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.

 &ldquo; Class LHRR Uncertificated
Interest &rdquo;: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.

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

 &ldquo; Class&thinsp;R Certificate &rdquo;:
A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set forth in Exhibit A-8 hereto
and designated as a Class&thinsp;R Certificate. The Class&thinsp;R Certificates have neither a Certificate Balance nor a Pass-Through
Rate. The Class&thinsp;R Certificates will evidence the Class&thinsp;LT-R and Class&thinsp;UT-R Interests.

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

 &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 The Depository Trust Company.

 &ldquo; Clearstream &rdquo;:
As defined in Section&thinsp;5.2(a) .

 &ldquo; Closing Date &rdquo;:
May 13, 2026.

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

 &ldquo; Co-Lender Agreement&rdquo; :
As defined in the Introductory Statement.

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

 &ldquo; Collateral &rdquo;:
The related collateral and assets being pledged to secure the Mortgage Loan.

 &ldquo; Collection Account &rdquo;:
As defined in Section&thinsp;3.4(a) .

 &ldquo; Collection Period &rdquo;:
(i)&thinsp;With respect to the first Distribution Date following the Closing Date, the period commencing on and including the Closing Date
and ending on and including the Determination Date relating to such Distribution Date, and (ii)&thinsp;with respect to any other Distribution
Date, the period commencing on and including the day immediately following the Determination Date relating to the immediately preceding
Distribution Date and ending on and including the Determination Date relating to such Distribution Date.

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

 &ldquo;Companion Loan&rdquo;:
As defined in the Introductory Statement.

 &thinsp; - 16 - &thinsp;

 &thinsp;

 &ldquo; Companion Loan
Advance &rdquo;: With respect to a Companion Loan that is part of an Other Securitization Trust, any advance of delinquent scheduled
payments with respect to such Companion Loan made by the master servicer or trustee with respect to such Other Securitization Trust.

 &ldquo; Companion Loan
Distribution Account &rdquo;: As defined in Section 3.4(a) .

 &ldquo; Companion Loan
Holder &rdquo;: Individually or collectively as the context may require, the holder(s) of a Companion Loan.

 &ldquo; Companion Loan
Rating Agency &rdquo;: With respect to a Companion Loan, any rating agency that was engaged by a participant in the securitization
of such Companion Loan or such portion to assign a rating to the related Companion Loan Securities.

 &ldquo; Companion Loan
Rating Agency Confirmation &rdquo;: With respect to any matter involving the servicing and administration of a Companion Loan as to
which any Companion Loan Securities exist, confirmation in writing (which may be in electronic form) by each applicable Companion Loan
Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade,
withdrawal or qualification of the then-current rating assigned to any class of such Companion Loan Securities (if then rated by such
Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from a Companion Loan Rating
Agency indicating its decision not to review or declining to review the matter for which the Companion Loan Rating Agency Confirmation
is sought (such written notice, a &ldquo; Companion Loan Rating Agency Declination &rdquo;), or as otherwise provided in Section
3.30(b) of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation from the applicable Companion Loan Rating
Agency with respect to such matter shall not apply. With respect to any matter affecting any Companion Loan, so long as such Companion
Loan (or any portion thereof) is included in an Other Securitization Trust, any Rating Agency Confirmation will also refer to confirmation
in writing (which may be in electronic format) by each applicable rating agency that a proposed action, failure to act or other event
so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any
class of securities backed by such Companion Loan or any portion thereof (if then rated by such rating agency); provided that a
written waiver (which may be in electronic format) or other acknowledgment from such rating agency indicating its decision not to review
or to decline to review the matter for which the Rating Agency Confirmation is sought will be deemed to satisfy the requirement for the
Rating Agency Confirmation from the rating agency with respect to such matter.

 &ldquo; Companion Loan
Securities &rdquo;: Any commercial mortgage-backed securities that evidence an interest in or are secured by the assets of an Other
Securitization Trust, which assets include a Companion Loan (or a portion thereof).

 &ldquo; Companion Notes &rdquo;:
The promissory notes evidencing the Companion Loans, designated as Note A-3-1-1, Note A-3-1-2, Note A-3-2-1, Note A-3-2-2, Note A-3-2-3,
Note A-3-3, Note A-3-4, Note A-3-5, Note A-3-6, Note A-4-1-1, Note A-4-1-2, Note A-4-2-1, Note A-4-2-2, Note A-4-2-3, Note A-4-3, Note
A-4-4, Note A-4-5 and Note A-4-6.

 &thinsp; - 17 - &thinsp;

 &thinsp;

 &ldquo; Component &rdquo;:
The Components of the Mortgage Loan, designated as Component&thinsp;A, Component B, Component C, Component D, Component E, Component F and
Component HRR.

 &ldquo; Component A &rdquo;:
The portion of the Mortgage Loan, designated as Component A in the Loan Agreement.

 &ldquo; Component B &rdquo;:
The portion of the Mortgage Loan, designated as Component B in the Loan Agreement.

 &ldquo; Component C &rdquo;:
The portion of the Mortgage Loan, designated as Component C in the Loan Agreement.

 &ldquo; Component D &rdquo;:
The portion of the Mortgage Loan, designated as Component D in the Loan Agreement.

 &ldquo; Component E &rdquo;:
The portion of the Mortgage Loan, designated as Component E in the Loan Agreement.

 &ldquo; Component F &rdquo;:
The portion of the Mortgage Loan, designated as Component F in the Loan Agreement.

 &ldquo; Component HRR &rdquo;:
The portion of the Mortgage Loan, designated as Component HRR in the Loan Agreement.

 &ldquo; Component Rate &rdquo;:
As of the date of any determination, with respect to each Component, the per annum rate at which interest accrues on such Component
without giving effect to the Default Rate.

 &ldquo; Condemnation &rdquo;:
As defined in the Loan Agreement.

 &ldquo; Condemnation Proceeds &rdquo;:
The portion of the Net Proceeds relating to a Condemnation.

 &ldquo; Confidential Information &rdquo;:
With respect to the Servicer or the Special Servicer, as applicable, all material non-public information obtained in the course of and
as a result of such Person&rsquo;s performance of its duties as Servicer or Special Servicer, as applicable, with respect to the Whole
Loan, the Borrowers and the Properties, unless such information (i)&thinsp;was already in the possession of such Person prior to being disclosed
to such Person, (ii)&thinsp;is or becomes available to such Person from a source other than its activities as Servicer or Special Servicer,
as applicable, (iii)&thinsp;is or becomes generally available to the public other than as a result of a disclosure by the Servicer Servicing
Personnel or Special Servicer Servicing Personnel, except as such disclosure is expressly allowed under this Agreement or (iv)&thinsp;is
required to be disclosed by a court or administrative order or lawful discovery demand, provided such Person shall use reasonable
efforts to obtain confidential treatment thereof. Notwithstanding the foregoing, the Trustee and the Certificate Administrator shall be
permitted to comply with their respective obligations hereunder to make information available to the extent that such information was
received by it in its capacity as Trustee or Certificate Administrator, as applicable.

 &thinsp; - 18 - &thinsp;

 &thinsp;

 &ldquo; Consultation Termination
Event &rdquo;: The date on which the Class HRR Certificates no longer have a Certificate Balance at least equal to 25% of the initial
Certificate Balance of such Class, without regard to the application of any Trust Appraisal Reduction Amounts. Upon the occurrence and
during the continuance of a Consultation Termination Event, no Class of Certificates shall act as the Controlling Class or shall be entitled
to appoint a Directing Certificateholder, and no Class of Certificates (including any previously appointed Directing Certificateholder)
shall have any rights under this Agreement to consent, direct or consult with the Servicer or Special Servicer and any prior Directing
Certificateholder shall have no right to receive any notices, reports or information (other than notices, reports or information required
to be delivered to all Certificateholders) or any other rights as Directing Certificateholder.

 &ldquo; Contribution Agreement &rdquo;:
As defined in the Loan Agreement.

 &ldquo; Control Affiliate &rdquo;:
As to any particular Person, any Person, directly or indirectly through one or more intermediaries, Controlling, Controlled by or under
common Control with, such Person in question. As used solely in this definition of &ldquo;Control Affiliate&rdquo;, &ldquo;Control&rdquo;
means (a) the ownership, directly or indirectly, in the aggregate of 25% or more of the beneficial ownership interests of an entity, or
(b) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity,
whether through the ability to exercise voting power, by contract or otherwise. &ldquo;Controlled by,&rdquo; &ldquo;Controlling&rdquo;
and &ldquo;under common Control with&rdquo; have the respective correlative meanings to such terms. The Trustee and/or the Certificate
Administrator may obtain and rely upon a certification of the Borrowers, the Borrower Sponsor, any Guarantor (or any replacement guarantor),
as applicable, to determine whether any Person is a Control Affiliate.

 &ldquo; Control Event &rdquo;:
With respect to any date of determination, if the Certificate Balance of the Class HRR Certificates on such date (taking into account
the application of any Trust Appraisal Reduction Amounts, other than deemed Appraisal Reduction Amounts, to notionally reduce the Certificate
Balance of such Class) is less than 25% of the initial Certificate Balance of such Class. If a Control Event no longer exists, then the
Directing Certificateholder shall regain all the consent and direction rights of the Directing Certificateholder set forth in this Agreement.
The Certificate Administrator shall post a &ldquo;special notice&rdquo; of the occurrence or cessation of a Control Event or the occurrence
or cessation of a Consultation Termination Event on the Certificate Administrator&rsquo;s Internet website and notify the Servicer and
Special Servicer upon its actual knowledge that a Control Event, a Consultation Termination Event or an Operating Advisor Consultation
Event has occurred or ceased to exist.

 &ldquo; Controlling Class &rdquo;:
The Class HRR Certificates. No other Class of Certificates will be eligible to act as a Controlling Class or appoint a Directing Certificateholder.
If a Consultation Termination Event has occurred and is continuing, there shall be no Controlling Class and no Directing Certificateholder.

 &ldquo; Controlling Class
Certificateholder &rdquo;: Each Holder (or Beneficial 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 Trustee, the Servicer, the Special Servicer or
the Operating Advisor may from time to time request that the Certificate Administrator provide a list of the Holders (or Beneficial Owners,
if applicable) of the Controlling Class and the

 &thinsp; - 19 - &thinsp;

 &thinsp;

 Certificate Administrator shall promptly order
and provide such list at the expense of the Trust but without charge to such Trustee, Servicer, Special Servicer or the Operating Advisor,
as applicable. The Trustee, the Servicer, the Special Servicer or the Operating Advisor shall be entitled to rely on any such list so
provided. Notwithstanding the foregoing, for purposes of determining the Directing Certificateholder, exercising any rights of the Controlling
Class or the Directing Certificateholder or receiving Asset Status Reports or any other information under this Agreement other than Distribution
Date Statements, any holder of any interest in a Controlling Class Certificate who is a Borrower Affiliate, a Manager or an agent or Affiliate
of the foregoing will not be deemed to be a Holder of the related Controlling Class and will not be entitled to exercise such rights or
receive such information, and any Directing Certificateholder previously appointed or selected by such holder will thereafter not be entitled
to exercise any rights of the Directing Certificateholder. If, as a result of the preceding sentence, no Holder of Controlling Class Certificates
would be eligible to exercise such rights, there shall be no Directing Certificateholder or Controlling Class.

 &ldquo; Controlling Persons &rdquo;:
As defined in Section&thinsp;6.3(a) .

 &ldquo; Corporate Trust
Office &rdquo;: The principal corporate trust office of the Trustee, the Certificate Administrator or the Custodian, as applicable,
at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this
Agreement is located (i) with respect to the Certificate Administrator for Certificate transfers and surrenders, at 1505 Energy Park Drive,
St. Paul, Minnesota 55108, Attention: Certificate Transfers (CMBS) MTN 2026-LPFX; (ii) in the case of custodial services, 1055 10th Avenue
SE, Minneapolis, Minnesota 55414, Attention: Document Custody Group &ndash; MTN 2026-LPFX; and (iii) with respect to the Certificate Administrator
for all other purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services MTN 2026-LPFX; (iv)
with respect to the Trustee, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services &ndash; MTN 2026-LPFX;
or (v) the principal trust office of any successor trustee or certificate administrator, as applicable, qualified and appointed pursuant
to this Agreement.

 &ldquo; Corresponding Trust
Loan Component &rdquo;: As set forth in the Introductory Statement.

 &ldquo; Credit Risk Retention
Rules &rdquo;: The Credit Risk Retention Regulations, 79 Fed. Reg. 77601, pages 77740-77766 (Dec. 24, 2014), jointly promulgated by
the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation,
the Federal Housing Finance Agency, the Securities and Exchange Commission, and the Department of Housing and Urban Development (the &ldquo; Agencies &rdquo;)
(which such joint final rule has been codified, inter alia , at 12 C.F.R. &sect; 43) to implement the credit risk retention requirements
under Section 15G of the Securities Exchange Act of 1934 (as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection
Act), as such regulations may be amended from time to time by such Agencies, and subject to such clarification and interpretation as have
been provided by such Agencies, whether in the adopting release, or as may be provided by any such Agency or its staff from time to time,
in each case, as effective from time to time as of the applicable compliance date specified therein.

 &thinsp; - 20 - &thinsp;

 &thinsp;

 &ldquo; CREFC &reg; &rdquo;:
The Commercial Real Estate Finance Council &reg; , or any association or organization that is a successor thereto. If neither
such association nor any successor remains in existence, &ldquo;CREFC &reg; &rdquo; shall be deemed to refer to such other association
or organization as may exist whose principal membership consists of servicers, trustees, issuers, placement agents and underwriters generally
involved in the commercial mortgage loan securitization industry, which is the principal such association or organization in the commercial
mortgage loan securitization industry and one of whose principal purposes is the establishment of industry standards for reporting transaction-specific
information relating to commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial
mortgage loans and foreclosed properties underlying or backing them to investors holding or owning such certificates or bonds, and any
successor to such other association or organization. If an organization or association described in one of the preceding sentences of
this definition does not exist, &ldquo;CREFC &reg; &rdquo; shall be deemed to refer to such other association or organization
as shall be reasonably acceptable to the Servicer, the Special Servicer, the Certificate Administrator, and the Trustee.

 &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 and, insofar as it requires the presentation of
information in addition to that called for by the form of the &ldquo;Advance Recovery Report&rdquo; available as of the Closing Date on
the CREFC &reg; Website, is reasonably acceptable to the Servicer.

 &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 and effective from time to time on the CREFC &reg; Website.

 &ldquo; CREFC &reg;
Bond Level File &rdquo;: The monthly report substantially in the form of, and containing the information called for in, the downloadable
form of the &ldquo;Bond Level File&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 recommended by the CREFC &reg;
for commercial mortgage securities transactions generally and is reasonably acceptable to the Certificate Administrator.

 &ldquo; CREFC &reg;
Collateral Summary File &rdquo;: The report substantially in the form of, and containing the information called for in, the downloadable
form of the &ldquo;Collateral Summary File&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 recommended by the
CREFC &reg; for commercial mortgage securities transactions generally and is reasonably acceptable to the Certificate Administrator.

 &ldquo; CREFC &reg;
Comparative Financial Status Report &rdquo;: A report substantially in the form of, and containing the information called for in, the
downloadable form of the &ldquo;Comparative Financial Status Report&rdquo; available as of the Closing Date on the CREFC &reg;
Website, or such other form for the presentation of such information as may from time to time be recommended by the

 &thinsp; - 21 - &thinsp;

 &thinsp;

 CREFC &reg; for commercial mortgage
securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.

 &ldquo; CREFC &reg;
Delinquent Loan Status Report &rdquo;: A report substantially in the form of, and containing the information called for in, the downloadable
form of the &ldquo;Delinquent Loan Status 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 recommended
by the CREFC &reg; for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and
the Special Servicer.

 &ldquo; CREFC &reg;
Financial File &rdquo;: A report substantially in the form of, and containing the information called for in, the downloadable form
of the &ldquo;Financial File&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 recommended by the CREFC &reg;
for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.

 &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;: A report substantially in the form of, and containing
the information called for in, the downloadable form of the &ldquo;Historical Loan Modification/Forbearance and Corrected Loan 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 recommended by the CREFC &reg; for commercial mortgage securities
transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.

 &ldquo; CREFC &reg;
Intellectual Property Royalty License Fee &rdquo;: A fee, payable on a monthly basis, computed for the same period and on the same
interest accrual basis at which any related interest payment due or deemed due on the Mortgage Loan is computed at the CREFC &reg;
Intellectual Property Royalty License Fee Rate (prorated for partial periods).

 &ldquo; CREFC &reg;
Intellectual Property Royalty License Fee Rate &rdquo;: With respect to the Mortgage Loan, a rate equal to 0.0005% 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 downloadable form of the &ldquo;Interest Shortfall Reconciliation Template&rdquo; available and effective from time to time on
the CREFC &reg; Website.

 &thinsp; - 22 - &thinsp;

 &thinsp;

 &ldquo; CREFC &reg;
Loan Level Reserve/LOC Report &rdquo;: The monthly report substantially in the form of, and containing the information called for in,
the downloadable form of the &ldquo;Loan Level Reserve/LOC 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 recommended by the CREFC&reg; for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.

 &ldquo; CREFC &reg;
Loan Liquidation Report&rdquo; : A report substantially in the form of, and containing the information called for in, the downloadable
form of the &ldquo;Loan Liquidation Report&rdquo; available as of the Closing Date on the CREFC &reg; Website, or in such other
form for the presentation of such information and containing such additional information as may from time to time be recommended by the
CREFC &reg; for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special
Servicer.

 &ldquo; CREFC &reg;
Loan Modification Report &rdquo;: A report substantially in the form of, and containing the information called for in, the downloadable
form of the &ldquo;Loan Modification Report&rdquo; available and effective from time to time 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 recommended
by the CREFC &reg; for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and
the Special Servicer.

 &ldquo; CREFC &reg;
Loan Periodic Update File &rdquo;: The monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the &ldquo;Loan Periodic Update File&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 recommended
by the CREFC &reg; for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer, the
Special Servicer and the Certificate Administrator.

 &ldquo; CREFC &reg;
Loan Setup File &rdquo;: The report substantially in the form of, and containing the information called for in, the downloadable form
of the &ldquo;Loan Setup File&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 recommended by the CREFC &reg;
for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer, the Special Servicer and the Certificate
Administrator.

 &ldquo; CREFC &reg;
NOI Adjustment Worksheet &rdquo;: A report substantially in the form of, and containing the information called for in, the downloadable
form of the &ldquo;NOI Adjustment Worksheet&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 recommended by the
CREFC &reg; for commercial mortgage securities transactions generally and is acceptable to the Servicer or the Special Servicer,
as applicable, and in any event, shall present the computations made in accordance with the methodology described in such form to &ldquo;normalize&rdquo;
the full year and year to date net operating income and debt service coverage numbers used in the other reports required by this Agreement.

 &ldquo; CREFC &reg;
Operating Statement Analysis Report &rdquo;: A report prepared with respect to the aggregate for the portfolio of Properties substantially
in the form of, and containing the

 &thinsp; - 23 - &thinsp;

 &thinsp;

 information called for in, the downloadable
form of the &ldquo;Operating Statement Analysis Report&rdquo; available as of the Closing Date on the CREFC &reg; Website or
in such other form for the presentation of such information and containing such additional information as may from time to time be recommended
by the CREFC &reg; for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.

 &ldquo; CREFC &reg;
Property File &rdquo;: A report substantially in the form of, and containing the information called for in, the downloadable form of
the &ldquo;Property File&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 recommended by the CREFC &reg; for
commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.

 &ldquo; CREFC &reg;
Reconciliation of Funds Template &rdquo;: A report substantially in the form of, and containing the information called for in, the
downloadable form of the &ldquo;Reconciliation of Funds Template&rdquo; available and effective from time to time 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 recommended by the CREFC &reg; for commercial mortgage securities transactions generally and is reasonably acceptable to
the Servicer.

 &ldquo; CREFC &reg;
REO Liquidation Report&rdquo; : A report substantially in the form of, and containing the information called for in, the downloadable
form of the &ldquo;REO Liquidation Report&rdquo; available as of the Closing Date on the CREFC &reg; Website, or in such other
form for the presentation of such information and containing such additional information as may from time to time be recommended by the
CREFC &reg; for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special
Servicer.

 &ldquo; CREFC &reg;
REO Status Report &rdquo;: A report substantially in the form of, and containing the information called for in, the downloadable form
of the &ldquo;REO Status Report&rdquo; available as of the Closing Date on the CREFC &reg; Website, or in such other form for
the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC &reg;
for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.

 &ldquo; CREFC &reg;
Reports &rdquo;: Collectively refers to the following files and reports as such may be amended, updated or supplemented from time to
time as part of the CREFC &reg; &ldquo;IRP&rdquo; (Investor Reporting Package), and any additional reports that become part
of the CREFC &reg; IRP from time to time (if agreed to by the parties hereto):

 (i) &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;the
following seven electronic files: (i)&thinsp;CREFC &reg; Bond Level File, (ii)&thinsp;CREFC &reg; Collateral Summary
File, (iii)&thinsp;CREFC &reg; Property File, (iv)&thinsp;CREFC &reg; Loan Periodic Update File, (v)&thinsp;CREFC &reg;
 Loan Setup File, (vi)&thinsp;CREFC &reg; Financial File, and (vii)&thinsp;CREFC &reg; Special Servicer Loan
File; and

 (ii) &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;the
following twenty-one supplemental reports and templates: (i) CREFC &reg; Comparative Financial Status Report, (ii) CREFC &reg;
 Delinquent Loan Status Report, (iii) CREFC &reg; Historical Loan Modification Forbearance and Corrected Mortgage Loan
Report,

 &thinsp; - 24 - &thinsp;

 &thinsp;

 (iv) CREFC &reg; Operating
Statement Analysis Report, (v) CREFC &reg; NOI Adjustment Worksheet, (vi) CREFC&reg; REO Status Report, (vii) CREFC &reg;
Servicer Watch List, (viii) CREFC &reg; Loan Level Reserve/LOC Report, (ix) CREFC &reg; Advance Recovery Report, (x)
CREFC &reg; Total Loan Report, (xi) CREFC &reg; Appraisal Reduction Template, (xii) CREFC &reg; Servicer
Realized Loss Template, (xiii) CREFC &reg; Reconciliation of Funds Template, (xiv) CREFC &reg; Historical Bond/Collateral
Realized Loss Reconciliation Template, (xv) CREFC &reg; Historical Liquidation Loss Template, (xvi) CREFC &reg; Interest
Shortfall Reconciliation Template, (xvii) CREFC &reg; Servicer Remittance to Certificate Administrator Template, (xviii) CREFC &reg;
Significant Insurance Event Template, (xix) CREFC &reg; Loan Liquidation Report, (xx) CREFC &reg; REO Liquidation
Report and (xxi) CREFC &reg; Loan Modification Report.

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

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

 &ldquo; CREFC &reg;
Servicer Watch List &rdquo;: For any Determination Date, a report substantially in the form of, and containing the information called
for in, the downloadable form of the &ldquo;Servicer Watch List&rdquo; available as of the Closing Date on the CREFC &reg; Website,
or in such other final form for the presentation of such information and containing such additional information as may from time to time
be promulgated as recommended by the CREFC &reg; for commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the form of the &ldquo;Servicer Watch List&rdquo; available
as of the Closing Date on the CREFC &reg; Website, is reasonably acceptable to the Servicer.

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

 &ldquo; CREFC &reg;
Special Servicer Loan File &rdquo;: The monthly report substantially in the form of, and containing the information called for in,
the downloadable form of the &ldquo;Special Servicer Loan File&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 recommended
by the CREFC &reg; for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and
the Special Servicer.

 &ldquo; CREFC &reg;
 Total Loan Report &rdquo;: A monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the &ldquo;Total Loan Report&rdquo; available as of the Closing Date on the CREFC&reg; Website, or in such other
form for the presentation of such information and containing such additional information as may from time to time be adopted by the CREFC&reg;
for commercial mortgage-backed securities transactions and is reasonably acceptable to the Servicer.

 &thinsp; - 25 - &thinsp;

 &thinsp;

 &ldquo; CREFC &reg;
Website &rdquo;: CREFC &reg; &rsquo;s Internet website located at &ldquo;www.crefc.org&rdquo; or such other primary Internet
website as the CREFC &reg; may establish for dissemination of its report forms.

 &ldquo;CREFI&rdquo; Citi
Real Estate Funding Inc., a New York Corporation, and its successors-in-interest.

 &ldquo; Current Interest
Distribution Amount &rdquo;: With respect to any Distribution Date and any Class of Regular Certificates, the sum of interest accruing
during the related applicable Certificate Interest Accrual Period at the applicable Pass-Through Rate for such Certificate Interest Accrual
Period on the outstanding Certificate Balance of such Certificate as of the prior Distribution Date (after giving effect to distributions
of principal and allocations of Realized Losses on such prior Distribution Date), and&thinsp;any Uncertificated Lower-Tier Interest, interest
accruing during the applicable Certificate Interest Accrual Period at the applicable Pass-Through Rate for such Certificate Interest Accrual
Period on the then-outstanding Lower-Tier Principal Amount of such Class as of the prior Distribution Date (after giving effect to distributions
of principal and allocations of Realized Losses on such prior Distribution Date).

 &ldquo; Custodian &rdquo;:
The Certificate Administrator, in its capacity as the Custodian, performing its role through the document custody division of the Certificate
Administrator (including, as applicable, any agents or affiliates utilized thereby).

 &ldquo; Cut-off Date &rdquo;:
May 11, 2026.

 &ldquo; Default Interest &rdquo;:
With respect to any Payment Date and the Whole Loan, upon the occurrence and during the continuance of a Whole Loan Event of Default,
interest accrued on each Component at the excess of the Default Rate over the applicable Component Rate during the related Whole Loan
Interest Accrual Period on the outstanding principal balance of the related Component and, to the extent permitted by law, all accrued
and unpaid interest on any other amounts then due and payable in respect of the Mortgage Loan, calculated from the date such payment was
due without regard to any grace or cure periods.

 &ldquo; Default Rate &rdquo;:
As defined in the Loan Agreement.

 &ldquo; Defect &rdquo;:
As defined in the Mortgage Loan Purchase Agreement.

 &ldquo; Deficient Exchange
Act Deliverable &rdquo;: With respect to the Servicer, the Special Servicer, the Certificate Administrator, the Trustee and each Servicing
Function Participant and Additional Servicer retained by it (other than a Sub-Servicer set forth on Exhibit V ), any item (x) regarding
such party, (y) prepared by such party or any registered public accounting firm, attorney or other agent retained by such party to prepare
such information and (z) delivered by or on behalf of such party pursuant to the delivery requirements under Article 13 of this
Agreement that does not conform to the applicable reporting requirements under the Act, the Exchange Act, the Sarbanes-Oxley Act and the
rules and regulations promulgated thereunder.

 &ldquo; Definitive Certificate &rdquo;:
Any Certificate in fully registered certificated form without interest coupons.

 &thinsp; - 26 - &thinsp;

 &thinsp;

 &ldquo; Delivery Date &rdquo;:
As defined in Section&thinsp;2.1(b) .

 &ldquo; Depositor &rdquo;:
Wells Fargo Commercial Mortgage Securities, Inc., a North Carolina corporation, and its successors-in-interest.

 &ldquo; Depository &rdquo;:
The Depository Trust Company or a successor appointed by the Certificate Registrar (which appointment shall be at the direction of the
Depositor if the Depositor is legally able to do so).

 &ldquo; Depository Participant &rdquo;:
A Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities deposited with the Depository.

 &ldquo; Determination Date &rdquo;:
The 11th day of the calendar month in which a Distribution Date occurs or, if such day is not a Business Day, the immediately preceding
Business Day.

 &ldquo; Directing Certificateholder &rdquo;:
The initial Directing Certificateholder shall be BSP RR Credit Investments I, LLC, a Delaware limited liability company. Thereafter, the
Directing Certificateholder shall be the Controlling Class Certificateholder (or its representative) as identified to the Certificate
Administrator selected by the Majority Controlling Class Certificateholders, as determined by the Certificate Registrar from time to time.
No Borrower Affiliate may be appointed as or act as a Directing Certificateholder.

 &ldquo; Directing Certificateholder
Asset Status Report Approval Process &rdquo;: As defined in Section 3.10(i) .

 &ldquo; Directly Operate &rdquo;:
With respect to any Foreclosed Property, the furnishing or rendering of services to the tenants thereof, that are not customarily provided
to tenants in connection with the rental of space &ldquo;for occupancy only&rdquo; within the meaning of Treasury Regulations Section&thinsp;1.512(b)-1(c)(5),
the management or operation of such Foreclosed Property, the holding of such Foreclosed Property primarily for sale to customers, the
use of such Foreclosed Property in a trade or business conducted by the Trust Fund or the performance of any construction work on such
Foreclosed Property (other than the completion of a building or improvement, where more than 10% of the construction of such building
or improvement was completed before default became imminent), other than through an Independent Contractor; provided , however ,
that a Foreclosed Property shall not be considered to be Directly Operated solely because the Trustee (or the Special Servicer on behalf
of the Trustee) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance or makes decisions
as to repairs or capital expenditures with respect to such Foreclosed Property or takes other actions consistent with Treasury Regulations
Section&thinsp;1.856-4(b)(5)(ii).

 &ldquo; Disclosable Special
Servicer Fees &rdquo;: With respect to the Mortgage Loan, the Companion Loans or any Foreclosed Property, any compensation and other
remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing
arrangement) received or retained by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation,
the Trust, any Borrower, any Manager, any guarantor or indemnitor or any other Borrower Affiliate in respect of the Mortgage Loan or the
Companion Loans or any of their Affiliates and any purchaser of the Mortgage Loan,

 &thinsp; - 27 - &thinsp;

 &thinsp;

 the Companion Loans or Foreclosed Property)
in connection with the disposition, workout or foreclosure of the Whole Loan, the management or disposition of any Foreclosed Property,
and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement, other than
(1)&thinsp;any Permitted Special Servicer/Affiliate Fees and (2)&thinsp;any compensation to which the Special Servicer is entitled pursuant
to Section&thinsp;3.17 of this Agreement; provided , that any compensation and other remuneration that the Servicer or Certificate
Administrator is permitted to receive or retain pursuant to this Agreement in connection with its duties in such capacity will not be
Disclosable Special Servicer Fees.

 &ldquo; Disqualified Non-U.S.
Tax Person &rdquo;: With respect to a Class&thinsp;R Certificate, any Non-U.S. Tax Person or agent thereof other than (i)&thinsp;a Non-U.S.
Tax Person that holds such Class&thinsp;R Certificate in connection with the conduct of a trade or business within the United States and
has furnished the transferor and the Certificate Administrator with an effective IRS Form&thinsp;W-8ECI or other prescribed form or
(ii)&thinsp;a Non-U.S. Tax Person that has delivered to both the transferor and the Certificate Administrator an Opinion of Counsel of a
nationally recognized tax counsel to the effect that the transfer of such Class&thinsp;R Certificate to it is in accordance with the requirements
of the Code and the regulations promulgated thereunder and that such transfer of such Class&thinsp;R Certificate will not be disregarded
for federal income tax purposes under Treasury Regulations Section&thinsp;1.860G-3.

 &ldquo; Disqualified Organization &rdquo;:
Either (a)&thinsp;the United States, a State, or any agency or instrumentality of any of the foregoing (other than an instrumentality that
is a corporation if all of its activities are subject to tax and, except for the FHLMC, a majority of its board of directors is not selected
by any such governmental unit), (b)&thinsp;a foreign government, International Organization or agency or instrumentality of either of the
foregoing, (c)&thinsp;an organization that is exempt from tax imposed by chapter&thinsp;1 of the Code (including the tax imposed by Code Section&thinsp;511
on unrelated business taxable income) on any excess inclusions (as defined in Section&thinsp;860E(c)(1)) of the Code with respect to the
Class&thinsp;R Certificates (except certain farmers&rsquo; cooperatives described in Section&thinsp;521 of the Code), (d)&thinsp;rural electric
and telephone cooperatives described in Section&thinsp;1381(a)(2) of the Code or (e)&thinsp;any other Person so designated by the Certificate
Administrator based upon an Opinion of Counsel to the effect that any transfer of a Class&thinsp;R Certificate to such Person may cause
either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The
terms &ldquo;United States,&rdquo; &ldquo;State&rdquo; and &ldquo;International Organization&rdquo; have the meanings set forth in Section&thinsp;7701
of the Code or successor provisions.

 &ldquo; Distribution Account &rdquo;:
The account established and maintained by the Certificate Administrator pursuant to Section&thinsp;3.5 .

 &ldquo; Distribution Date &rdquo;:
The 4th Business Day following the Determination Date in each calendar month, commencing in June 2026.

 &ldquo; Distribution Date
Statement &rdquo;: As defined in Section&thinsp;4.4(a) .

 &ldquo; Eligible Account &rdquo;:
A separate and identifiable account from all other funds held by the holding institution that is either (a) a segregated trust account
or accounts maintained with a federal or state-chartered depository institution or trust company that complies with the definition

 &thinsp; - 28 - &thinsp;

 &thinsp;

 of &ldquo;Eligible Institution&rdquo;, (b)
a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in
its fiduciary capacity, the long-term unsecured debt obligations of which are rated at least &ldquo;A2&rdquo; by Moody&rsquo;s, and &ldquo;A&rdquo;
by Fitch, which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar
to 12 C.F.R. &sect; 9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state authority, as applicable, or (c) such other account or accounts not listed in clauses (a) or (b) above
with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency; provided , however , that accounts
established by Computershare Trust Company, N.A. in its capacity as Certificate Administrator, shall be deemed to be Eligible Accounts
provided that such accounts are segregated and amounts credited to such accounts are deposited with and held by a federal or state chartered
depository institution that meets the foregoing ratings. An Eligible Account shall not be evidenced by a certificate of deposit, passbook
or other instrument. If the holding institution for an account ceases to meet the requirements of this definition for an &ldquo;Eligible
Account&rdquo;, then the party responsible for administering such account hereunder shall move such account to a holding institution meeting
such requirements within 30 days.

 &ldquo; Eligible Institution &rdquo;:
(a) a depository institution or trust company insured by the Federal Deposit Insurance Corporation, the short-term unsecured debt obligations
or commercial paper of which are rated at least &ldquo;P-1&rdquo; by Moody&rsquo;s and at least &ldquo;F-1+&rdquo; by Fitch, if the deposits
are to be held in such account for less than 30 days, or, in the case of accounts in which funds are held for more than 30 days, the long-term
unsecured debt obligations of which are rated at least &ldquo;A2&rdquo; by Moody&rsquo;s and at least &ldquo;A&rdquo; by Fitch, or (b)
PNC Bank, National Association, so long as PNC Bank, National Association&rsquo;s, long-term unsecured debt rating shall be at least &ldquo;A2&rdquo;
from Moody&rsquo;s and &ldquo;A-&rdquo; from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account for more
than thirty (30) days) or PNC Bank, National Association&rsquo;s short-term deposit or short-term unsecured debt rating shall be at least
&ldquo;P-1&rdquo; from Moody&rsquo;s and &ldquo;F1&rdquo; from Fitch (to the extent rated by Fitch) (if the deposits are to be held in
the account for thirty (30) days or less), or (c) an account maintained with any other insured depository institution or the same institution
with lower ratings, in each case that is the subject of a Rating Agency Confirmation, from the Rating Agency for which the minimum rating
is not met, with respect to any account listed in the clauses above, or from each Rating Agency, with respect to any account other than
one listed in the clauses above.

 &ldquo; Eligible Operating
Advisor &rdquo;: An entity (a)&thinsp;that is a special servicer or operating advisor on a commercial mortgage-backed securities transaction
rated by each Rating Agency (including, in the case of the Operating Advisor, this transaction) but has not been special servicer or operating
advisor on a transaction for which either Rating Agency has qualified, downgraded or withdrawn its rating or ratings of, one or more classes
of certificates for such transaction citing servicing concerns with the special servicer or operating advisor, as applicable, as the sole
or a material factor in such rating action; (b) that can and will make the representations and warranties of the Operating Advisor set
forth in Section 2.8 and possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement
over the life of the Trust; (c) that is not (and is not Risk Retention Affiliated with) the Depositor, a Mortgage Loan Seller, the Trustee,
the Certificate Administrator, the Servicer, the Special Servicer, the Borrower Sponsor, any Borrower Affiliate, the Guarantor, any Initial
Purchaser, the Third Party Purchaser, the Directing Certificateholder, any Controlling Class Certificateholder or any of their respective
Risk

 &thinsp; - 29 - &thinsp;

 &thinsp;

 Retention Affiliates; (d) that has not been
paid by the Special Servicer or successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations
hereunder or (y) for the appointment or recommendation for replacement of a successor special servicer to become a special servicer under
this Agreement; (e) that (x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed
securities matters and have at least five (5) years of experience in collateral analysis and loss projections and (y) has at least five
(5) years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial
real estate assets; and (f) that does not directly or indirectly, through one or more Affiliates or otherwise, own or have derivative
exposure in any interest in any Certificates, the Mortgage Loan or otherwise have any financial interest in the securitization transaction
to which this Agreement relates, other than in fees from its role as Operating Advisor.

 &ldquo; Environmental Indemnity &rdquo;:
As defined in the Loan Agreement.

 &ldquo; ERISA &rdquo;:
The Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.

 &ldquo; ERISA Plan &rdquo;:
As defined in Section&thinsp;5.3(m) .

 &ldquo; ERISA Restricted
Certificate &rdquo;: Any Certificate (other than a Class R or Class ELP Certificate) that does not meet the requirements of Prohibited
Transaction Exemption 96-22, Prohibited Transaction Exemption 93-31, Prohibited Transaction Exemption 91-23, Prohibited Transaction Exemption
91-22, Prohibited Transaction Exemption 90-24 and Prohibited Transaction Exemption 2006-07 (as each such exemption may be amended from
time to time) as of the date of the acquisition of such Certificate by a Plan. As of the Closing Date, each of the Class F and Class HRR
Certificates is an ERISA Restricted Certificate.

 &ldquo; Euroclear &rdquo;:
As defined in Section&thinsp;5.2(a) .

 &ldquo; Excess Liquidation
Proceeds Option &rdquo;: As defined in Section 3.15(i).

 &ldquo; Excess Liquidation
Proceeds Option Holder &rdquo;: As defined in Section 3.15(i) .

 &ldquo; Excess Liquidation
Purchase Price &rdquo;: As defined in Section 3.15(i) .

 &ldquo; Exchange Act &rdquo;:
The Securities Exchange Act of 1934, as amended from time to time.

 &ldquo; Extended Resolution
Period &rdquo;: As defined in Section 2.9(a) .

 &ldquo; FHLMC &rdquo;:
The Federal Home Loan Mortgage Corporation and its successors-in-interest.

 &ldquo; Final Asset Status
Report &rdquo;: With respect to the Specially Serviced Whole Loan, the Asset Status Report, (together with such other data or supporting
information provided by the Special Servicer to the Directing Certificateholder, that does not include any communication (other than the
related Asset Status Report) between the Special Servicer and the Directing

 &thinsp; - 30 - &thinsp;

 &thinsp;

 Certificateholder with respect to such Specially
Serviced Whole Loan) required to be delivered by the Special Servicer by the Initial Delivery Date and any Subsequent Asset Status Report,
in each case, in the form fully approved or deemed approved, if applicable, by the Directing Certificateholder pursuant to the Directing
Certificateholder Asset Status Report Approval Process following completion of the ASR Consultation Process. For the avoidance of doubt,
the Special Servicer may issue more than one Final Asset Status Report with respect to the Specially Serviced Whole Loan in accordance
with the procedures described above. Each Final Asset Status Report shall be labeled or otherwise identified or communicated as being
final; provided that a Final Asset Status Report shall be deemed labeled as final if the applicable consenting party has signed
it. For the avoidance of doubt, the Special Servicer may issue more than one Final Asset Status Report with respect to the Specially Serviced
Whole Loan in accordance with the approval procedure set forth hereinabove.

 &ldquo; Final Recovery
Determination &rdquo;: As defined in Section 3.7 .

 &ldquo; Financial Market
Publisher &rdquo;: As defined in Section 4.5(c) .

 &ldquo; Fitch &rdquo;:
Fitch Ratings, Inc., and its successors-in-interest.

 &ldquo; Fitch Surveillance
Fee &rdquo;: The annual fee payable to Fitch in consideration for the surveillance by Fitch of the Certificates (pursuant to an agreement
with Fitch executed in connection with the issuance of the Certificates), which fee shall be evidenced by an invoice delivered by Fitch
to the Certificate Administrator.

 &ldquo; Fitch Surveillance
Fee Annual Payment &rdquo;: As defined in Section 11.5(b) .

 &ldquo; Foreclosed Companion
Loan &rdquo;: Each Companion Loan while the Mortgaged Property is a Foreclosed Property.

 &ldquo; Foreclosed Property &rdquo;:
Any Property securing the Whole Loan, title to which has been acquired on behalf of or in the name of the Trustee on behalf of the Trust
and the Companion Loan Holders through foreclosure, deed in lieu of foreclosure or otherwise.

 &ldquo; Foreclosed Property
Account &rdquo;: The account or accounts established and maintained by the Special Servicer pursuant to Sections&thinsp;3.6 and&thinsp; 3.14 .

 &ldquo; Foreclosure LLC &rdquo;:
As defined in Section 3.15(i) .

 &ldquo; Foreclosure Proceeds &rdquo;:
Proceeds, net of any related expenses of the Servicer, Special Servicer, the Certificate Administrator and/or the Trustee, received in
respect of any Foreclosed Property (including, without limitation, proceeds from the operation or rental of such Foreclosed Property)
prior to the final liquidation of the Foreclosed Property.

 &ldquo; Form 8-K Disclosure &rdquo;:
The information described in the Form 8-K items set forth under the &ldquo; Items on Form 8-K &rdquo; column on Exhibit T
hereto.

 &ldquo; Global Certificate &rdquo;:
As defined in Section&thinsp;5.2(b) .

 &t…

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

Type

EX-4.1

File

exh4_1-5yr22psa.htm

Document text
EX-4.1 · POOLING AND SERVICING AGREEMENT, DATED AND EFFECTIVE AS OF JUNE 1, 2026 EX-4.1 2 exh4_1-5yr22psa.htm POOLING AND SERVICING AGREEMENT, DATED AND EFFECTIVE AS OF JUNE 1, 2026 Exhibit 4.1 EXECUTION VERSION WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC., as Depositor TRIMONT LLC, as Master Servicer KEYBANK NATIONAL ASSOCIATION, as Special Servicer COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Certificate Administrator DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and BELLOAK, LLC, as Operating Advisor and as Asset Representations Reviewer POOLING AND SERVICING AGREEMENT Dated as of June 1, 2026 Commercial Mortgage Pass-Through Certificates Series 2026-5YR22   TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 6 Section 1.01.     Defined Terms 6 Section 1.02.   Certain Calculations 121 ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES; CREATION OF VRR INTEREST 123 Section 2.01.   Conveyance of Mortgage Loans 123 Section 2.02.   Acceptance by Trustee 130 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 135 Section 2.04.  Execution of Certificates; Issuance of Lower-Tier Regular Interests 152 ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND 152 Section 3.01.  Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties 152 Section 3.02.  Collection of Mortgage Loan Payments 160 Section 3.03.  Collection of Taxes, Assessments and Similar Items; Servicing Accounts 167 Section 3.04.   The Collection Accounts, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the VRR Interest Gain-on-Sale Reserve Account 171 Section 3.05.   Permitted Withdrawals from the Collection Accounts, the Distribution Accounts and the Companion Distribution Account 178 Section 3.06.  Investment of Funds in the Collection Accounts, REO Accounts and Loss of Value Reserve Fund 189 Section 3.07. Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage 191 Section 3.08.  Enforcement of Due-on-Sale Clauses; Assumption Agreements 197 Section 3.09.   Realization Upon Defaulted Loans and Companion Loans 203 Section 3.10. Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files 207 Section 3.11.   Servicing Compensation 208 Section 3.12.  Inspections; Collection of Financial Statements; Delivery of Reports 216 Section 3.13.   Access to Certain Information 221 Section 3.14.   Title to REO Property; REO Account 236 Section 3.15.   Management of REO Property 237 Section 3.16.   Sale of Defaulted Loans and REO Properties 240 Section 3.17.   Additional Obligations of Master Servicer and Special Servicer 246 - i - Section 3.18. Modifications, Waivers, Amendments and Consents 249 Section 3.19. Transfer of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping; Asset Status Report 262 Section 3.20. Sub-Servicing Agreements 270 Section 3.21. Interest Reserve Account 273 Section 3.22. Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer 274 Section 3.23. Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Parties; Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Parties 274 Section 3.24. Intercreditor Agreements 279 Section 3.25. Rating Agency Confirmation 281 Section 3.26. The Operating Advisor 283 Section 3.27. Companion Paying Agent 292 Section 3.28. Serviced Companion Noteholder Register 292 Section 3.29. Certain Matters Relating to the Whole Loans 293 Section 3.30. Certain Matters with Respect to Joint Mortgage Loans 295 Section 3.31. [RESERVED] 299 Section 3.32. Litigation Control 300 Section 3.33. Delivery of Excluded Information to the Certificate Administrator 304 ARTICLE IV DISTRIBUTIONS TO CERTIFICATEHOLDERS AND VRR INTEREST OWNERS 304 Section 4.01. Distributions of Available Funds 304 Section 4.02. Distribution Date Statements; CREFC ® Investor Reporting Packages; Grant of Power of Attorney 316 Section 4.03. P&I Advances 323 Section 4.04. Allocation of Realized Losses and VRR Interest Realized Losses 326 Section 4.05. Appraisal Reduction Amounts; Collateral Deficiency Amounts 328 Section 4.06. [Reserved] 333 Section 4.07. Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool 333 Section 4.08. Secure Data Room 336 ARTICLE V THE CERTIFICATES 337 Section 5.01. The Certificates; VRR Interest 337 Section 5.02. Form and Registration 338 Section 5.03. Registration of Transfer and Exchange of Certificates and the VRR Interest 342 Section 5.04. Mutilated, Destroyed, Lost or Stolen Certificates or Class RR Certificates 352 Section 5.05. Persons Deemed Owners 352 Section 5.06. Access to List of Certificateholders’ and VRR Interest Owners’ Names and Addresses; Special Notices 353 Section 5.07. Maintenance of Office or Agency 354 - ii - Section 5.08. Appointment of Certificate Administrator 354 Section 5.09. [Reserved] 355 Section 5.10. Voting Procedures 355 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 PARTIES 356 Section 6.01. Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer 357 Section 6.02. Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer 362 Section 6.03. Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer 363 Section 6.04. Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others 364 Section 6.05. Depositor, Master Servicer and Special Servicer Not to Resign 370 Section 6.06. Rights of the Depositor in Respect of the Master Servicer and the Special Servicer 371 Section 6.07. The Master Servicer and the Special Servicer as Certificate Owners 371 Section 6.08. The Directing Certificateholder and the Risk Retention Consultation Parties 371 Section 6.09. Knowledge of Computershare Trust Company, National Association 380 ARTICLE VII SERVICER TERMINATION EVENTS 381 Section 7.01. Servicer Termination Events; Master Servicer and Special Servicer Termination 381 Section 7.02. Trustee to Act; Appointment of Successor 390 Section 7.03. Notification to Certificateholders and VRR Interest Owners 392 Section 7.04. Waiver of Servicer Termination Events 392 Section 7.05. Trustee as Maker of Advances 392 ARTICLE VIII CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR 393 Section 8.01. Duties of the Trustee and the Certificate Administrator 393 Section 8.02. Certain Matters Affecting the Trustee and the Certificate Administrator 394 Section 8.03. Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans 397 Section 8.04. Trustee or Certificate Administrator May Own Certificates 397 Section 8.05. Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator 397 - iii - Section 8.06. Eligibility Requirements for Trustee and Certificate Administrator 399 Section 8.07. Resignation and Removal of the Trustee and Certificate Administrator 400 Section 8.08. Successor Trustee or Certificate Administrator 403 Section 8.09. Merger or Consolidation of Trustee or Certificate Administrator 403 Section 8.10. Appointment of Co-Trustee or Separate Trustee 403 Section 8.11. Appointment of Custodians 404 Section 8.12. Appointment of Advancing Agent 405 Section 8.13. Representations and Warranties of the Trustee 405 Section 8.14. Provision of Information to Certificate Administrator, Master Servicer and Special Servicer 407 Section 8.15. Representations and Warranties of the Certificate Administrator 407 Section 8.16. Compliance with the PATRIOT Act 408 ARTICLE IX TERMINATION 409 Section 9.01. Termination upon Repurchase or Liquidation of All Mortgage Loans 409 Section 9.02. Additional Termination Requirements 413 ARTICLE X ADDITIONAL REMIC PROVISIONS 413 Section 10.01. REMIC Administration 413 Section 10.02. Use of Agents 417 Section 10.03. Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator 417 Section 10.04. Appointment of REMIC Administrators 418 ARTICLE XI EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE 419 Section 11.01. Intent of the Parties; Reasonableness 419 Section 11.02. Succession; Subcontractors 419 Section 11.03. Filing Obligations 421 Section 11.04. Form 10-D and Form ABS-EE Filings 422 Section 11.05. Form 10-K Filings 427 Section 11.06. Sarbanes-Oxley Certification 429 Section 11.07. Form 8-K Filings 431 Section 11.08. Form 15 Filing 433 Section 11.09. Annual Compliance Statements 433 Section 11.10. Annual Reports on Assessment of Compliance with Servicing Criteria 435 Section 11.11. Annual Independent Public Accountants’ Attestation Report 437 Section 11.12. Indemnification 438 Section 11.13. Amendments 441 Section 11.14. Regulation AB Notices 441 Section 11.15. Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans 441 Section 11.16. Certain Matters Regarding Significant Obligors 447 Section 11.17. Impact of Cure Period 447 - iv - ARTICLE XII THE ASSET REPRESENTATIONS REVIEWER 447 Section 12.01. Asset Review 447 Section 12.02. Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability. 453 Section 12.03. Resignation of the Asset Representations Reviewer 455 Section 12.04. Restrictions of the Asset Representations Reviewer 455 Section 12.05. Termination of the Asset Representations Reviewer 455 ARTICLE XIII MISCELLANEOUS PROVISIONS 458 Section 13.01. Amendment 458 Section 13.02. Recordation of Agreement; Counterparts 464 Section 13.03. Limitation on Rights of Certificateholders and VRR Interest Owners 464 Section 13.04. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial 465 Section 13.05. Notices 466 Section 13.06. Severability of Provisions 476 Section 13.07. Grant of a Security Interest 476 Section 13.08. Successors and Assigns; Third Party Beneficiaries 476 Section 13.09. Article and Section Headings 477 Section 13.10. Notices to the Rating Agencies 477 Section 13.11. Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Mortgage Loan Agreements 478     EXHIBITS EXHIBIT A-1 Form of Certificate (Other than Class R Certificates) EXHIBIT A-2 Form of Class R Certificate EXHIBIT A-3 Form of Class RR 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 D-3 Form of Transferee Certificate for Transfers of VRR Interest EXHIBIT D-4 Form of Transferor Certificate for Transfers of VRR Interest EXHIBIT D-5 Form of Transferee Certificate for Transfers of Risk Retention Certificates EXHIBIT D-6 Form of Transferor Certificate for Transfers of Risk Retention Certificates EXHIBIT E Form of Request for Release EXHIBIT F-1 Form of ERISA Representation Letter Regarding ERISA Restricted Certificates and the VRR Interest 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 - v - 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 EXHIBIT P-1A Form of Investor Certification for Non-Borrower Party and/or a 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, a 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 a 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 - vi - 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 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] EXHIBIT UU Form of Certificate Administrator Receipt in respect of the Class RR Certificates EXHIBIT VV Form of Certificate Administrator Receipt in respect of the Risk Retention Certificates SCHEDULES SCHEDULE 1 Mortgage Loans With Additional Debt SCHEDULE 2 Mortgage Loans With Specified Escrows or Reserves - vii - This Pooling and Servicing Agreement is dated and effective as of June 1, 2026, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company, as Trustee, and BellOak, 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 (each, a “ Class ”), which in the aggregate, together with the VRR Interest, 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. The Certificates (other than the Class R Certificates) and the VRR Interest shall collectively constitute the “ABS interests” (within the meaning of the Risk Retention Rules) issued by the Trust. 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 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 and Class LHRR and Class LRR Uncertificated Interests and the LRI Uncertificated Interest (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 (the “ Original Lower-Tier Principal Amounts ”) and per annum rates of interest for the Lower-Tier Regular Interests and the Class LR Interest: Class or Interest Designation Interest Rate Original Lower - Tier Principal Amount Class LA1 (1) $1,563,000 Class LA2 (1) $60,000,000 Class LA3 (1) $521,284,000 Class LAS (1) $75,979,000 Class LB (1) $43,713,000 Class LC (1) $33,306,000 Class LD (1) $28,101,000 Class LE (1) $9,368,000 Class LF (1) $8,326,000 Class LGRR (1) $11,449,000   - 2 -     Class LHRR (1) $39,550,742 Class LRR (1)                  $16,632,565.00 (2) LRI (1)                    $2,968,984.72 (3) Class LR None (4)            None (4) (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 LRR Uncertificated Interest (evidenced by the Class RR Certificates) will have an original principal balance equal to (a) the Required Credit Risk Retention Percentage minus the RRI Percentage, multiplied by (b) the aggregate Cut-off Date Balance of the Mortgage Loans. (3) The LRI Uncertificated Interest will have an original principal balance equal to the RRI Percentage multiplied by the aggregate Cut-off Date Balance of the Mortgage Loans. (4) 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 Aggregate 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 and Class H-RR Certificates and the regular interests that correspond in the aggregate to the VRR Interest, each of 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. Each of the Upper-Tier Regular Interests designated 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 and Class H-RR Certificates will be represented by a Class of Regular Certificates with the same alphanumeric designation and Pass-Through Rate, Certificate Balance or Notional Amount and entitlements as such Class of Regular Certificates. The Upper-Tier Regular Interest designated Class RR will be represented by the Class RR Certificates with the same alphanumeric designation and Pass-Through Rate, VRR Interest Balance and entitlements as the Class RR Certificates. The Upper-Tier Regular Interest designated RR Interest will be represented by the RR Interest with the same alphanumeric designation and Pass-Through Rate, VRR Interest Balance and entitlements as the RR Interest. 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 Aggregate 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 and the VRR Interest will be deemed distributed to the Class UR Interest and shall be payable to the Holders of the Class R Certificates. THE UPPER-TIER REGULAR INTERESTS AND THE CLASS UR INTEREST     - 3 -   The following table (and related paragraphs) sets forth (i) 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 Upper-Tier Regular Interests and (ii) the Class designation and the initial VRR Interest Balance (the “ Original VRR Interest Balance ”) for the Class RR Certificates and the RR Interest comprising the interests in the Upper-Tier REMIC created hereunder: Class Designation of Upper-Tier Regular Interest Initial Pass-Through Rate (1) Original Certificate Balance, Original Notional Amount or Original VRR Interest Balance Class A-1 4.86400% $1,563,000 Class A-2 5.22500% $60,000,000 Class A-3 5.71300% $521,284,000 Class X-A 0.52381% $582,847,000 &hairsp; (2) Class X-B 0.13048% $152,998,000 &hairsp; (2) Class A-S 6.01900% $75,979,000 Class B 6.18430% $43,713,000 Class C 5.96200% $33,306,000 Class X-D 1.68430% $28,101,000 &hairsp; (2) Class X-E 1.05930% $9,368,000 &hairsp; (2) Class X-F 1.05930% $8,326,000 &hairsp; (2) Class D 4.50000% $28,101,000 Class E 5.12500% $9,368,000 Class F 5.12500% $8,326,000 Class G-RR 6.18430% $11,449,000 Class H-RR 6.18430% $39,550,742 Class RR (3) $16,632,565.00 RR Interest (3) $2,968,984.72 Class R N/A (4) N/A (4) (1) The Pass-Through Rate for each Upper-Tier Regular Interest 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 and 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 RR Certificates and the RR Interest will be entitled to interest on any Distribution Date equal to their pro rata portion (based on their respective VRR Interest Balances) of the VRR Interest Distribution Amount. (4) 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 Aggregate 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   - 4 -   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 $852,241,292. WHOLE LOANS Loan No. Whole Loan Type Non-Serviced PSA/TSA Mortgage Loan Serviced Pari Passu Companion Loan(s) (1) Serviced Subordinate Companion Loan(s) (1) Non-Serviced Primary Servicing Fee Rate 1 Southeast MHP Portfolio Serviced N/A A-1, A-3 and A-7 A-2, A-4, A-5, A-6 N/A N/A 2 Mountain Industrial Portfolio Non-Serviced MTN 2026-LPFX TSA A-3-1-1-2, A-4-1-1-2, A-3-2-2, A-4-2-2, A-3-2-3, A-4-2-3, A-3-5-1, A-4-5-1 N/A N/A 0.000005% per annum 3 West Memorial Place Serviced N/A A-1 A-2, A-3 N/A N/A 6 The Towers at Cupertino City Center Serviced N/A A-1-1 A-1-2, A-1-3, A-2-1, A-2-2 N/A N/A 7 Hilton Waterfront Beach Resort Non-Serviced BANK5 2026-5YR21 PSA A-2 N/A N/A 0.00250% per annum 13 Freeway Business Park Non-Serviced BANK5 2026-5YR21 PSA A-2 N/A N/A 0.00250% per annum 16 1500 Post Oak Boulevard Non-Serviced BANK5 2026-5YR21 PSA A-4 N/A N/A 0.00125% per annum   (1) Companion Loans are not listed for Non-Serviced Whole Loans. Each of the Whole Loans listed above consists of the corresponding Mortgage Loan and the 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) or 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   - 5 -   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 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. As of the Closing Date, there are no Serviced AB Whole Loans. “ AB Intercreditor Agreement ”: Any Intercreditor Agreement by and among the holder(s) of one or more AB Subordinate Companion Loan(s) and the holder of the related Mortgage Loan and the holders of any related Pari Passu Companion Loans, 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   - 6 -   “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 ”: A senior “A note” 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. “ 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 Mortgage Loan (other than any Non-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 Special Servicer has determined (i) prior to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder, (ii) 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 and (iii) with respect to any Specially Serviced Loan, after non-binding consultation with the Risk Retention Consultation Parties (in each case, other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) (or, in each case, with respect to a Serviced AB Whole Loan, and prior to any related AB Control Appraisal Period, with the consent of the related Serviced AB Whole Loan Controlling Holder to   - 7 -   the extent required under the related Intercreditor Agreement), in its reasonable judgment, based on inquiry consistent with the Servicing Standard, 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 prior to any AB Control Appraisal Period to the extent required under the related Intercreditor Agreement) and the Risk Retention Consultation Parties (in the case of each Risk Retention 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 Special Servicer’s request for such consent or consultation, as applicable; provided , further , that upon the Special Servicer’s determination consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the Directing Certificateholder, any Risk Retention Consultation Party or any applicable Serviced AB Whole Loan Controlling Holder, as applicable, the Special Servicer is not required to do so. 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 Debts or Liens ”: As defined in Section 3.17(f) . “ 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   - 8 -   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 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. For the avoidance of doubt, for any Servicing Shift Mortgage Loan, the fees at which primary and sub-servicing fees accrue are reflected in the Administrative Fee Rate (a) prior to the related Servicing Shift Securitization Date, via the Servicing Fee Rate, and (b) on and after the related Servicing Shift Securitization Date, via the 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) . “ Aggregate 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 a Collection Account that is held for the benefit of the Serviced Companion Noteholders)   - 9 -   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;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;all unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following the related Due Date for the 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;(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;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;[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;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;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;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 Servicer or the Trustee, as applicable, with respect to the Mortgage Loan and the Distribution Date (net of the related Certificate Administrator   - 10 -   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) . Notwithstanding the investment of funds held in the Collection Account pursuant to Section 3.06 , for purposes of calculating the Aggregate Available Funds, the amounts so invested shall be deemed to remain on deposit in such accounts. “ Aggregate Excess Prepayment Interest Shortfall ”: The aggregate of any Prepayment Interest Shortfalls resulting from any Principal Prepayments made on the Mortgage Loans to be included in the Aggregate Available Funds for any Distribution Date that are not covered by the Master Servicer’s Compensating Interest Payment for the related Distribution Date and the portion of the compensating interest payments allocable to any Non-Serviced Mortgage Loan to the extent received from the related Non-Serviced Master Servicer. “ Aggregate Gain-on-Sale Entitlement Amount ”: With respect to each Distribution Date, an amount equal to the aggregate amount of (i) the sum of (a)(x) the aggregate portion of the Interest Distribution Amount for each Class of Regular Certificates that would remain unpaid as of the close of business on such Distribution Date, divided by (y) the Non-Retained Percentage, and (b)(x) the amount by which the Principal Distribution Amount exceeds the aggregate amount that would actually be distributed on the related Distribution Date in respect of such Principal Distribution Amount, divided by (y) the Non-Retained Percentage, and (ii) any Realized Losses and VRR Interest Realized Losses outstanding immediately after such Distribution Date, in each case, to the extent such amounts would occur on such Distribution Date or would be outstanding immediately after such Distribution Date, as applicable, without the inclusion of the Gain-on-Sale Remittance Amount as part of the definition of Available Funds and the VRR Interest Gain-on-Sale Remittance Amount as part of the definition of VRR Interest Available Funds. “ Aggregate Principal Distribution Amount ”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to the sum of the following amounts: (a) the Scheduled Principal Distribution Amount for such Distribution Date and (b) the Unscheduled Principal Distribution Amount for such Distribution Date; provided that the Aggregate Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable Advances (including any servicing advance with respect to the Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed out of general collections on the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Aggregate Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Aggregate Principal Distribution Amount for such Distribution Date ( provided , further , that, in the   - 11 -   case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including REO Loans) are subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery will increase the Aggregate Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs). “ Agreement ”: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto. “ Allocated Appraisal Reduction Amount ”: With respect to any Appraisal Reduction Amount, an amount equal to the Non-Retained Percentage of such Appraisal Reduction Amount. “ Allocated Collateral Deficiency Amount ”: With respect to any Collateral Deficiency Amount, the Non-Retained Percentage of such Collateral Deficiency Amount. “ Allocated Cumulative Appraisal Reduction Amount ”: With respect to any Cumulative Appraisal Reduction Amount, the Non-Retained Percentage of such Cumulative Appraisal Reduction Amount. “ 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 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 Morningstar DBRS 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 “R-1 (middle)” or the long term obligations of which are rated at least “A”, (B) in the case of such investments with maturities of ninety (90) days or less but greater than thirty (30) days, the short-term obligations of which are rated at least “R-1 (middle)” or the long-term obligations of which are rated at least “AA (low)”, (C) in the case of such investments with maturities of one hundred and eighty (180) days or less but greater than ninety (90) days, the short-term obligations of which are rated at least “R-1 (high)” or the long term obligations of which are rated at least “AA”, and (D) in the case of such investments with maturities of three hundred and sixty-five (365) days or less but greater than one hundred and eighty (180) days, the short term   - 12 -   obligations of which are rated at least “R-1 (high)” or the long term obligations of which are rated at least “AAA”; in the case of each of clauses (A) through (D), if then rated by Morningstar DBRS and, if not so rated, an equivalent or higher rating by two other NRSROs. “ Applicable Retaining Party ”: In the case of a Class RR Certificate, the applicable Retaining Party, and in the case of a Risk Retention Certificate, the applicable Third Party Purchaser. “ 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 Mortgage Loan (other than a Non-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   - 13 -   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 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 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 later of (a) the Special Servicer’s receipt of such Appraisal or the completion of the valuation and receipt of information from the Master Servicer that is in the Master Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount and (b) the occurrence of such Appraisal Reduction Event. 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, the Operating Advisor and the Directing Certificateholder   - 14 -   (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 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 Mortgage Loan (other than a Non-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   - 15 -   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 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) . “ Asset Representations Reviewer ”: BellOak, 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) .   - 16 -   “ 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. “ 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,   - 17 -   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 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 (i) the Non-Retained Percentage of the Aggregate Available Funds for such Distribution Date and (ii) the Gain-on-Sale Remittance Amount. “ 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. “ BANK5 2026-5YR21 PSA ”: The pooling and servicing agreement, dated as of April 1, 2026, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR   - 18 -   Partners, LLC, as special servicer, Computershare Trust Company, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, as from time to time amended, supplemented or modified, relating to the issuance of the BANK5 2026-5YR21, Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2025-5YR21. “ 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. “ 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 California, Delaware, Florida, Georgia, Maryland, New York, North Carolina, Texas or any of the jurisdictions in which the respective primary servicing offices of the Master Servicer, the Special Servicer or the Operating Advisor 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. “ 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 2026-5YR22, as executed and delivered by the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent. In no event shall the VRR Interest or any portion thereof constitute a “Certificate” for purposes of this Agreement.   - 19 -   “ 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 0.01106% 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) . “ 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   - 20 -   Mortgagor, a Borrower Party or any Affiliate of any of such Persons 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 and the VRR Interest Owners. “ 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 than with respect to the termination of the Asset Representations Reviewer, the application of any Allocated 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 .   - 21 -   “ 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, numerical) 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 4.86400%. “ 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 5.22500%. “ 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 5.71300%, subject to a maximum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date. “ 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. “ Class A-S Pass-Through Rate ”: With respect to any Distribution Date, a per annum rate equal to 6.01900%, subject to a maximum rate equal to 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.   - 22 -   “ Class B 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 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 5.96200%, subject to a maximum rate equal to 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 5.12500%, subject to a maximum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date. “ 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 5.12500%, subject to a maximum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date. “ 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. “ 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 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   - 23 -   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 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.   - 24 -   “ 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 LR Interest ”: The uncertificated residual interest in the Lower-Tier REMIC represented by the Class R Certificates. “ Class LRR 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 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 RR Certificates ”: A Certificate (or all Certificates, as the context may require) designated as “Class RR” on the face thereof, in the form of Exhibit A-4 hereto, and evidencing a beneficial interest in a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions. “ Class RR Certificates Safekeeping Account ”: An account maintained by the Certificate Administrator, which account shall be deemed to be owned by the VRR Interest Owners of the Class RR Certificates in proportions equal to their respective Percentage Interests in the Class RR Certificates. “ Class RR Owner ”: As defined in Section 4.01(h) . “ 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-1, Class A-2 and Class A-3 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   - 25 -   Distribution Date. The Pass-Through Rate 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 Pass-Through Rate of the Class A-S and Class B 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 for purposes of the REMIC Provisions. “ 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 ”: The Pass-Through Rate for the Class X-D Certificates for any Distribution Date will equal 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 for purposes of the REMIC Provisions. “ 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 ”: The Pass-Through Rate for the Class X-E Certificates for any Distribution Date will equal 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 for purposes of the REMIC Provisions.   - 26 -   “ 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 ”: The Pass-Through Rate for the Class X-F Certificates for any Distribution Date will equal 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 ”: June 11, 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 (other than with respect to any Non-Serviced Mortgage Loan) or the Master Servicer (with respect to any Non-Serviced Mortgage Loan), 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 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 (except as provided in Section 3.26(e) ) and the Certificate Administrator shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Collateral Deficiency Amount (other than with respect to a Non-Serviced Mortgage Loan). The Special Servicer, the Certificate Administrator and the Operating Advisor shall be entitled to conclusively rely on the Master Servicer’s calculation of any Collateral Deficiency Amount with respect to a Non-Serviced Mortgage Loan.   - 27 -   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. “ Collection Account ”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a) for the benefit of the Trustee for the benefit of the Certificateholders and the VRR Interest Owners, 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 BANK5 2026-5YR22, Commercial Mortgage Pass-Through Certificates, Series 2026-5YR22, and the related VRR Interest Owners, 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 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 BANK5 2026-5YR22, Commercial Mortgage Pass-Through Certificates, Series 2026-5YR22, Companion Distribution Account”. The Companion Distribution Account shall not be an asset of the Trust, 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 referenced in the second paragraph of Section 3.04(b) . “ Companion Holders ”: Each of the holders of record of any Companion Loan.   - 28 -   “ 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 Subordinate Companion 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 0.00125% 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 or the VRR Interest Owners 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 as to the Directing   - 29 -   Certificateholder or the Holder of the majority of the Controlling Class, 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 connection with such Prohibited Prepayments. No Master Servicer shall 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, the Mountain Industrial Portfolio Mortgage Loan is the only Componentized Loan. “ Consultation Termination Event ”: A Consultation Termination Event will occur when there is no Class of Control Eligible Certificates that has a then-outstanding Certificate Balance at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of any Allocated 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 F, Class G-RR and Class H-RR Certificates. “ Control Termination Event ”: A Control Termination Event will occur when no Class of Control Eligible Certificates has a Certificate Balance (taking into account the application of any Allocated Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a) hereof) of at least 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   - 30 -   the term “Control Termination Event” shall not be applicable to a Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan; provided , 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 Allocated 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 Allocated Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class H-RR Certificates. The Control Eligible Certificates shall not include the VRR Interest and the…

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

EX-4.1
 2
 exh4_1-5yr22psa.htm
 POOLING AND SERVICING AGREEMENT, DATED AND EFFECTIVE AS OF JUNE 1, 2026

 Exhibit 4.1

 EXECUTION VERSION

 WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.,

as Depositor

 TRIMONT LLC,

as Master Servicer

 KEYBANK NATIONAL ASSOCIATION,

as Special Servicer

 COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as Certificate Administrator

 DEUTSCHE BANK NATIONAL TRUST COMPANY,

 as Trustee

 and

 BELLOAK, LLC,

as Operating Advisor and as Asset Representations Reviewer

 POOLING
AND SERVICING AGREEMENT

Dated as of June 1, 2026

 Commercial Mortgage Pass-Through Certificates

Series 2026-5YR22

 &thinsp;

 TABLE OF CONTENTS

 Page

 ARTICLE I DEFINITIONS
 6

 Section 1.01.&thinsp; &thinsp;&thinsp;
 Defined Terms
 6

 Section 1.02.&thinsp;&thinsp;
 Certain Calculations
 121

 ARTICLE II CONVEYANCE OF MORTGAGE
 LOANS; ORIGINAL ISSUANCE OF CERTIFICATES; CREATION OF VRR INTEREST
 123

 Section 2.01.&thinsp;&thinsp;
 Conveyance of Mortgage Loans
 123

 Section 2.02.&thinsp;&thinsp;
 Acceptance by Trustee
 130

 Section 2.03.&thinsp;&thinsp;&thinsp;
 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
 135

 Section 2.04.&thinsp;
 Execution of Certificates; Issuance of Lower-Tier Regular Interests
 152

 ARTICLE III ADMINISTRATION
 AND SERVICING OF THE TRUST FUND
 152

 Section 3.01.&thinsp;
 Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties
 152

 Section 3.02.&thinsp;
 Collection of Mortgage Loan Payments
 160

 Section 3.03.&thinsp;
 Collection of Taxes, Assessments and Similar Items; Servicing Accounts
 167

 Section 3.04.&thinsp;&thinsp;
 The Collection Accounts, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion
Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the VRR Interest Gain-on-Sale Reserve
Account
 171

 Section 3.05.&thinsp;&thinsp;
 Permitted Withdrawals from the Collection Accounts, the Distribution Accounts and the Companion Distribution Account
 178

 Section 3.06.&thinsp;
 Investment of Funds in the Collection Accounts, REO Accounts and Loss of Value Reserve Fund
 189

 Section 3.07.
 Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage
 191

 Section 3.08.&thinsp;
 Enforcement of Due-on-Sale Clauses; Assumption Agreements
 197

 Section 3.09.&thinsp;&thinsp;
 Realization Upon Defaulted Loans and Companion Loans
 203

 Section 3.10.
 Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files
 207

 Section 3.11.&thinsp;&thinsp;
 Servicing Compensation
 208

 Section 3.12.&thinsp;
 Inspections; Collection of Financial Statements; Delivery of Reports
 216

 Section 3.13.&thinsp;&thinsp;
 Access to Certain Information
 221

 Section 3.14.&thinsp;&thinsp;
 Title to REO Property; REO Account
 236

 Section 3.15.&thinsp;&thinsp;
 Management of REO Property
 237

 Section 3.16.&thinsp;&thinsp;
 Sale of Defaulted Loans and REO Properties
 240

 Section 3.17.&thinsp;&thinsp;
 Additional Obligations of Master Servicer and Special Servicer
 246

 - i -

 Section 3.18.
 Modifications, Waivers, Amendments and Consents
 249

 Section 3.19.
 Transfer of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping; Asset Status Report
 262

 Section 3.20.
 Sub-Servicing Agreements
 270

 Section 3.21.
 Interest Reserve Account
 273

 Section 3.22.
 Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer
 274

 Section 3.23.
 Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Parties; Certain Rights and Powers
of Directing Certificateholder and the Risk Retention Consultation Parties
 274

 Section 3.24.
 Intercreditor Agreements
 279

 Section 3.25.
 Rating Agency Confirmation
 281

 Section 3.26.
 The Operating Advisor
 283

 Section 3.27.
 Companion Paying Agent
 292

 Section 3.28.
 Serviced Companion Noteholder Register
 292

 Section 3.29.
 Certain Matters Relating to the Whole Loans
 293

 Section 3.30.
 Certain Matters with Respect to Joint Mortgage Loans
 295

 Section 3.31.
 [RESERVED]
 299

 Section 3.32.
 Litigation Control
 300

 Section 3.33.
 Delivery of Excluded Information to the Certificate Administrator
 304

 ARTICLE IV DISTRIBUTIONS TO CERTIFICATEHOLDERS
 AND VRR INTEREST OWNERS
 304

 Section 4.01.
 Distributions of Available Funds
 304

 Section 4.02.
 Distribution Date Statements; CREFC &reg; Investor Reporting Packages; Grant of Power of Attorney
 316

 Section 4.03.
 P&I Advances
 323

 Section 4.04.
 Allocation of Realized Losses and VRR Interest Realized Losses
 326

 Section 4.05.
 Appraisal Reduction Amounts; Collateral Deficiency Amounts
 328

 Section 4.06.
 [Reserved]
 333

 Section 4.07.
 Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool
 333

 Section 4.08.
 Secure Data Room
 336

 ARTICLE V THE CERTIFICATES
 337

 Section 5.01.
 The Certificates; VRR Interest
 337

 Section 5.02.
 Form and Registration
 338

 Section 5.03.
 Registration of Transfer and Exchange of Certificates and the VRR Interest
 342

 Section 5.04.
 Mutilated, Destroyed, Lost or Stolen Certificates or Class RR Certificates
 352

 Section 5.05.
 Persons Deemed Owners
 352

 Section 5.06.
 Access to List of Certificateholders&rsquo; and VRR Interest Owners&rsquo; Names and Addresses; Special Notices
 353

 Section 5.07.
 Maintenance of Office or Agency
 354

 - ii -

 Section 5.08.
 Appointment of Certificate Administrator
 354

 Section 5.09.
 [Reserved]
 355

 Section 5.10.
 Voting Procedures
 355

 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 PARTIES
 356

 Section 6.01.
 Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer
 357

 Section 6.02.
 Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer
 362

 Section 6.03.
 Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations
Reviewer
 363

 Section 6.04.
 Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and Others
 364

 Section 6.05.
 Depositor, Master Servicer and Special Servicer Not to Resign
 370

 Section 6.06.
 Rights of the Depositor in Respect of the Master Servicer and the Special Servicer
 371

 Section 6.07.
 The Master Servicer and the Special Servicer as Certificate Owners
 371

 Section 6.08.
 The Directing Certificateholder and the Risk Retention Consultation Parties
 371

 Section 6.09.
 Knowledge of Computershare Trust Company, National Association
 380

 ARTICLE VII SERVICER TERMINATION EVENTS
 381

 Section 7.01.
 Servicer Termination Events; Master Servicer and Special Servicer Termination
 381

 Section 7.02.
 Trustee to Act; Appointment of Successor
 390

 Section 7.03.
 Notification to Certificateholders and VRR Interest Owners
 392

 Section 7.04.
 Waiver of Servicer Termination Events
 392

 Section 7.05.
 Trustee as Maker of Advances
 392

 ARTICLE VIII CONCERNING THE TRUSTEE
 AND THE CERTIFICATE ADMINISTRATOR
 393

 Section 8.01.
 Duties of the Trustee and the Certificate Administrator
 393

 Section 8.02.
 Certain Matters Affecting the Trustee and the Certificate Administrator
 394

 Section 8.03.
 Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans
 397

 Section 8.04.
 Trustee or Certificate Administrator May Own Certificates
 397

 Section 8.05.
 Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator
 397

 - iii -

 Section 8.06.
 Eligibility Requirements for Trustee and Certificate Administrator
 399

 Section 8.07.
 Resignation and Removal of the Trustee and Certificate Administrator
 400

 Section 8.08.
 Successor Trustee or Certificate Administrator
 403

 Section 8.09.
 Merger or Consolidation of Trustee or Certificate Administrator
 403

 Section 8.10.
 Appointment of Co-Trustee or Separate Trustee
 403

 Section 8.11.
 Appointment of Custodians
 404

 Section 8.12.
 Appointment of Advancing Agent
 405

 Section 8.13.
 Representations and Warranties of the Trustee
 405

 Section 8.14.
 Provision of Information to Certificate Administrator, Master Servicer and Special Servicer
 407

 Section 8.15.
 Representations and Warranties of the Certificate Administrator
 407

 Section 8.16.
 Compliance with the PATRIOT Act
 408

 ARTICLE IX TERMINATION
 409

 Section 9.01.
 Termination upon Repurchase or Liquidation of All Mortgage Loans
 409

 Section 9.02.
 Additional Termination Requirements
 413

 ARTICLE X ADDITIONAL
 REMIC PROVISIONS
 413

 Section 10.01.
 REMIC Administration
 413

 Section 10.02.
 Use of Agents
 417

 Section 10.03.
 Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator
 417

 Section 10.04.
 Appointment of REMIC Administrators
 418

 ARTICLE XI EXCHANGE
 ACT REPORTING AND REGULATION AB COMPLIANCE
 419

 Section 11.01.
 Intent of the Parties; Reasonableness
 419

 Section 11.02.
 Succession; Subcontractors
 419

 Section 11.03.
 Filing Obligations
 421

 Section 11.04.
 Form 10-D and Form ABS-EE Filings
 422

 Section 11.05.
 Form 10-K Filings
 427

 Section 11.06.
 Sarbanes-Oxley Certification
 429

 Section 11.07.
 Form 8-K Filings
 431

 Section 11.08.
 Form 15 Filing
 433

 Section 11.09.
 Annual Compliance Statements
 433

 Section 11.10.
 Annual Reports on Assessment of Compliance with Servicing Criteria
 435

 Section 11.11.
 Annual Independent Public Accountants&rsquo; Attestation Report
 437

 Section 11.12.
 Indemnification
 438

 Section 11.13.
 Amendments
 441

 Section 11.14.
 Regulation AB Notices
 441

 Section 11.15.
 Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans
 441

 Section 11.16.
 Certain Matters Regarding Significant Obligors
 447

 Section 11.17.
 Impact of Cure Period
 447

 - iv -

 ARTICLE XII THE ASSET
 REPRESENTATIONS REVIEWER
 447

 Section 12.01.
 Asset Review
 447

 Section 12.02.
 Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.
 453

 Section 12.03.
 Resignation of the Asset Representations Reviewer
 455

 Section 12.04.
 Restrictions of the Asset Representations Reviewer
 455

 Section 12.05.
 Termination of the Asset Representations Reviewer
 455

 ARTICLE XIII MISCELLANEOUS PROVISIONS
 458

 Section 13.01.
 Amendment
 458

 Section 13.02.
 Recordation of Agreement; Counterparts
 464

 Section 13.03.
 Limitation on Rights of Certificateholders and VRR Interest Owners
 464

 Section 13.04.
 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial
 465

 Section 13.05.
 Notices
 466

 Section 13.06.
 Severability of Provisions
 476

 Section 13.07.
 Grant of a Security Interest
 476

 Section 13.08.
 Successors and Assigns; Third Party Beneficiaries
 476

 Section 13.09.
 Article&thinsp;and Section&thinsp;Headings
 477

 Section 13.10.
 Notices to the Rating Agencies
 477

 Section 13.11.
 Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Mortgage Loan Agreements
 478

 &thinsp;

 &thinsp;

 EXHIBITS

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

 EXHIBIT A-2
 Form of Class R Certificate

 EXHIBIT A-3
 Form of Class RR 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 D-3
 Form of Transferee Certificate for Transfers of VRR Interest

 EXHIBIT D-4
 Form of Transferor Certificate for Transfers of VRR Interest

 EXHIBIT D-5
 Form of Transferee Certificate for Transfers of Risk Retention Certificates

 EXHIBIT D-6
 Form of Transferor Certificate for Transfers of Risk Retention Certificates

 EXHIBIT E
 Form of Request for Release

 EXHIBIT F-1
 Form of ERISA Representation Letter Regarding ERISA Restricted Certificates and the VRR Interest

 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

 - v -

 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

 EXHIBIT P-1A
 Form of Investor Certification for Non-Borrower Party and/or a 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, a 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 a 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

 - vi -

 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

 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]

 EXHIBIT UU
 Form of Certificate Administrator Receipt in respect of the Class RR Certificates

 EXHIBIT VV
 Form of Certificate Administrator Receipt in respect of the Risk Retention Certificates

 SCHEDULES

 SCHEDULE 1
 Mortgage Loans With Additional Debt

 SCHEDULE 2
 Mortgage Loans With Specified Escrows or Reserves

 - vii -

 This Pooling and Servicing
Agreement is dated and effective as of June 1, 2026, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC,
as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator, Deutsche Bank National Trust Company, as Trustee, and BellOak, 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 (each, a &ldquo; Class &rdquo;), which in the aggregate, together with the VRR Interest, 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. The Certificates (other than the Class R Certificates) and the VRR Interest shall collectively constitute the &ldquo;ABS interests&rdquo;
(within the meaning of the Risk Retention Rules) issued by the Trust. 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 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 LA1, Class LA2, Class LA3, Class LAS, Class LB, Class LC, Class LD, Class LE, Class
LF, Class LGRR and Class LHRR and Class LRR Uncertificated Interests and the LRI Uncertificated Interest (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 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 R Certificates.

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

 Class or Interest
 Designation

 Interest Rate

 Original Lower - Tier
 Principal Amount

 Class LA1
 (1)
 $1,563,000

 Class LA2
 (1)
 $60,000,000

 Class LA3
 (1)
 $521,284,000

 Class LAS
 (1)
 $75,979,000

 Class LB
 (1)
 $43,713,000

 Class LC
 (1)
 $33,306,000

 Class LD
 (1)
 $28,101,000

 Class LE
 (1)
 $9,368,000

 Class LF
 (1)
 $8,326,000

 Class LGRR
 (1)
 $11,449,000

 &thinsp; - 2 -

 &thinsp;

 &thinsp;

 Class LHRR
 (1)
 $39,550,742

 Class LRR
 (1)
 &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;$16,632,565.00
 (2)

 LRI
 (1)
 &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;$2,968,984.72
 (3)

 Class LR
 None (4)
 &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;None
 (4)

 (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 LRR Uncertificated Interest (evidenced by the Class RR Certificates) will have an original principal
balance equal to (a) the Required Credit Risk Retention Percentage minus the RRI Percentage, multiplied by (b) the aggregate Cut-off Date
Balance of the Mortgage Loans.

 (3) The LRI Uncertificated Interest will have an original principal balance equal to the RRI Percentage multiplied
by the aggregate Cut-off Date Balance of the Mortgage Loans.

 (4) 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 Aggregate 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 and Class H-RR Certificates and
the regular interests that correspond in the aggregate to the VRR Interest, each of 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.
Each of the Upper-Tier Regular Interests designated 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 and Class H-RR Certificates will be represented
by a Class of Regular Certificates with the same alphanumeric designation and Pass-Through Rate, Certificate Balance or Notional Amount
and entitlements as such Class of Regular Certificates. The Upper-Tier Regular Interest designated Class RR will be represented by the
Class RR Certificates with the same alphanumeric designation and Pass-Through Rate, VRR Interest Balance and entitlements as the Class
RR Certificates. The Upper-Tier Regular Interest designated RR Interest will be represented by the RR Interest with the same alphanumeric
designation and Pass-Through Rate, VRR Interest Balance and entitlements as the RR Interest.

 The Upper-Tier REMIC
will also issue the uncertificated Class 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 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 Aggregate
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 and the VRR Interest will be deemed distributed to the Class UR Interest and shall be payable
to the Holders of the Class R Certificates.

 THE UPPER-TIER REGULAR
INTERESTS AND THE CLASS UR INTEREST

 &thinsp;

 &thinsp; - 3 -

 &thinsp;

 The following table (and
related paragraphs) sets forth (i) 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 Upper-Tier Regular Interests and (ii) the Class designation and the initial VRR Interest Balance (the
&ldquo; Original VRR Interest Balance &rdquo;) for the Class RR Certificates and the RR Interest comprising the interests in the
Upper-Tier REMIC created hereunder:

 Class Designation
 of Upper-Tier Regular Interest

 Initial
 Pass-Through Rate (1)

 Original
 Certificate Balance, Original Notional Amount or Original VRR Interest Balance

 Class A-1
 4.86400%
 $1,563,000

 Class
 A-2
 5.22500%
 $60,000,000

 Class
 A-3
 5.71300%
 $521,284,000

 Class
 X-A
 0.52381%
 $582,847,000
 &hairsp; (2)

 Class
 X-B
 0.13048%
 $152,998,000
 &hairsp; (2)

 Class
 A-S
 6.01900%
 $75,979,000

 Class
 B
 6.18430%
 $43,713,000

 Class
 C
 5.96200%
 $33,306,000

 Class
 X-D
 1.68430%
 $28,101,000
 &hairsp; (2)

 Class X-E
 1.05930%
 $9,368,000
 &hairsp; (2)

 Class
 X-F
 1.05930%
 $8,326,000
 &hairsp; (2)

 Class
 D
 4.50000%
 $28,101,000

 Class
 E
 5.12500%
 $9,368,000

 Class
 F
 5.12500%
 $8,326,000

 Class
 G-RR
 6.18430%
 $11,449,000

 Class
 H-RR
 6.18430%
 $39,550,742

 Class
 RR
 (3)
 $16,632,565.00

 RR
 Interest
 (3)
 $2,968,984.72

 Class R
 N/A (4)
 N/A (4)

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

 (2) None of the Class X-A, Class X-B, Class X-D, Class X-E and 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 RR Certificates and the RR Interest will be entitled to interest on any Distribution Date equal
to their pro rata portion (based on their respective VRR Interest Balances) of the VRR Interest Distribution Amount.

 (4) 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 Aggregate 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

 &thinsp; - 4 -

 &thinsp;

 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 $852,241,292.

 WHOLE LOANS

 Loan
 No.
 Whole
 Loan
 Type
 Non-Serviced
 PSA/TSA
 Mortgage
 Loan
 Serviced
 Pari Passu Companion Loan(s) (1)
 Serviced
 Subordinate Companion Loan(s) (1)
 Non-Serviced
 Primary Servicing Fee Rate

 1
 Southeast
 MHP Portfolio
 Serviced
 N/A
 A-1,
 A-3 and A-7
 A-2,
 A-4, A-5, A-6
 N/A
 N/A

 2
 Mountain
 Industrial Portfolio
 Non-Serviced
 MTN
 2026-LPFX TSA
 A-3-1-1-2,

 A-4-1-1-2,

 A-3-2-2, A-4-2-2, A-3-2-3, A-4-2-3, A-3-5-1, A-4-5-1
 N/A
 N/A
 0.000005%
 per annum

 3
 West
 Memorial Place
 Serviced
 N/A
 A-1
 A-2,
 A-3
 N/A
 N/A

 6
 The
 Towers at Cupertino City Center
 Serviced
 N/A
 A-1-1
 A-1-2,
 A-1-3,

 A-2-1, A-2-2
 N/A
 N/A

 7
 Hilton
 Waterfront Beach Resort
 Non-Serviced
 BANK5
 2026-5YR21 PSA
 A-2
 N/A
 N/A
 0.00250%
 per annum

 13
 Freeway
 Business Park
 Non-Serviced
 BANK5
 2026-5YR21 PSA
 A-2
 N/A
 N/A
 0.00250%
 per annum

 16
 1500
 Post Oak Boulevard
 Non-Serviced
 BANK5
 2026-5YR21 PSA
 A-4
 N/A
 N/A
 0.00125%
 per annum

 &thinsp;

 (1) Companion Loans are not listed for Non-Serviced Whole Loans.

 Each of the Whole Loans listed
above consists of the corresponding Mortgage Loan and the 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) or 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

 &thinsp; - 5 -

 &thinsp;

 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 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;
 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. As of the Closing Date, there are no Serviced AB Whole Loans.

 &ldquo; AB Intercreditor
Agreement &rdquo;: Any Intercreditor Agreement by and among the holder(s) of one or more AB Subordinate Companion Loan(s) and the holder
of the related Mortgage Loan and the holders of any related Pari Passu Companion Loans, 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) that became a Corrected Loan (which includes for purposes of this definition any Non-Serviced Mortgage Loan
that became a

 &thinsp; - 6 -

 &thinsp;

 &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) as to which an Appraisal
Reduction Amount is not in effect.

 &ldquo; AB Mortgage Loan &rdquo;:
A senior &ldquo;A note&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.

 &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 Mortgage Loan (other than any Non-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 Special Servicer has determined (i) prior to the
occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder, (ii) 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 and (iii) with respect to any Specially Serviced Loan, after non-binding consultation
with the Risk Retention Consultation Parties (in each case, other than with respect to any Mortgage Loan that is an Excluded Loan as to
such party) (or, in each case, with respect to a Serviced AB Whole Loan, and prior to any related AB Control Appraisal Period, with the
consent of the related Serviced AB Whole Loan Controlling Holder to

 &thinsp; - 7 -

 &thinsp;

 the extent required under the related Intercreditor
Agreement), in its reasonable judgment, based on inquiry consistent with the Servicing Standard, 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 prior to any AB Control Appraisal Period to the extent required under the related
Intercreditor Agreement) and the Risk Retention Consultation Parties (in the case of each Risk Retention Party, if it has the right to
consult pursuant to Section&thinsp;6.08 ) will not have more than thirty (30) days to respond to the Special Servicer&rsquo;s request
for such consent or consultation, as applicable; provided , further , that upon the Special Servicer&rsquo;s determination
consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the Directing Certificateholder,
any Risk Retention Consultation Party or any applicable Serviced AB Whole Loan Controlling Holder, as applicable, the Special Servicer
is not required to do so. 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 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
Debts or Liens &rdquo;: As defined in Section 3.17(f) .

 &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 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

 &thinsp; - 8 -

 &thinsp;

 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 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 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. For the avoidance of doubt,
for any Servicing Shift Mortgage Loan, the fees at which primary and sub-servicing fees accrue are reflected in the Administrative Fee
Rate (a) prior to the related Servicing Shift Securitization Date, via the Servicing Fee Rate, and (b) on and after the related Servicing
Shift Securitization Date, via the 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; Aggregate 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;&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 a Collection Account that is held for the benefit of the Serviced Companion Noteholders)

 &thinsp; - 9 -

 &thinsp;

 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;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;all unscheduled
Principal Prepayments (together with any related payments of interest allocable to the period following the related Due Date for the
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;(A) all amounts
payable or reimbursable to any Person from the Collection Account pursuant to clauses (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 (ii) through (vii) , inclusive, of Section&thinsp;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;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;[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;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;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;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&thinsp;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;&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 Servicer or the Trustee, as applicable, with respect to the Mortgage
Loan and the Distribution Date (net of the related Certificate Administrator

 &thinsp; - 10 -

 &thinsp;

 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) .

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

 &ldquo; Aggregate Excess
Prepayment Interest Shortfall &rdquo;: The aggregate of any Prepayment Interest Shortfalls resulting from any Principal Prepayments
made on the Mortgage Loans to be included in the Aggregate Available Funds for any Distribution Date that are not covered by the Master
Servicer&rsquo;s Compensating Interest Payment for the related Distribution Date and the portion of the compensating interest payments
allocable to any Non-Serviced Mortgage Loan to the extent received from the related Non-Serviced Master Servicer.

 &ldquo; Aggregate Gain-on-Sale
Entitlement Amount &rdquo;: With respect to each Distribution Date, an amount equal to the aggregate amount of (i) the sum of (a)(x)
the aggregate portion of the Interest Distribution Amount for each Class of Regular Certificates that would remain unpaid as of the close
of business on such Distribution Date, divided by (y) the Non-Retained Percentage, and (b)(x) the amount by which the Principal Distribution
Amount exceeds the aggregate amount that would actually be distributed on the related Distribution Date in respect of such Principal Distribution
Amount, divided by (y) the Non-Retained Percentage, and (ii) any Realized Losses and VRR Interest Realized Losses outstanding immediately
after such Distribution Date, in each case, to the extent such amounts would occur on such Distribution Date or would be outstanding immediately
after such Distribution Date, as applicable, without the inclusion of the Gain-on-Sale Remittance Amount as part of the definition
of Available Funds and the VRR Interest Gain-on-Sale Remittance Amount as part of the definition of VRR Interest Available Funds.

 &ldquo; Aggregate Principal
Distribution Amount &rdquo;: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to the sum
of the following amounts: (a) the Scheduled Principal Distribution Amount for such Distribution Date and (b) the Unscheduled Principal
Distribution Amount for such Distribution Date; provided that the Aggregate Principal Distribution Amount for any Distribution
Date shall be reduced, to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable Advances (including any servicing
advance with respect to the Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed out of general collections
on the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed from principal
collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Aggregate
Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal
collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Aggregate
Principal Distribution Amount for such Distribution Date ( provided , further , that, in the

 &thinsp; - 11 -

 &thinsp;

 case of clauses (A) and (B) above,
if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including REO Loans) are subsequently recovered
on the related Mortgage Loan (or REO Loan), such recovery will increase the Aggregate Principal Distribution Amount for the Distribution
Date related to the period in which such recovery occurs).

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

 &ldquo; Allocated Appraisal
Reduction Amount &rdquo;: With respect to any Appraisal Reduction Amount, an amount equal to the Non-Retained Percentage of such Appraisal
Reduction Amount.

 &ldquo; Allocated Collateral
Deficiency Amount &rdquo;: With respect to any Collateral Deficiency Amount, the Non-Retained Percentage of such Collateral Deficiency
Amount.

 &ldquo; Allocated Cumulative
Appraisal Reduction Amount &rdquo;: With respect to any Cumulative Appraisal Reduction Amount, the Non-Retained Percentage of such
Cumulative Appraisal Reduction Amount.

 &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) 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) 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 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 Morningstar
DBRS Permitted Investment Rating &rdquo;: (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 &ldquo;R-1 (middle)&rdquo; or the long term obligations of which are rated at least &ldquo;A&rdquo;,
(B) in the case of such investments with maturities of ninety (90) days or less but greater than thirty (30) days, the short-term obligations
of which are rated at least &ldquo;R-1 (middle)&rdquo; or the long-term obligations of which are rated at least &ldquo;AA (low)&rdquo;,
(C) in the case of such investments with maturities of one hundred and eighty (180) days or less but greater than ninety (90) days, the
short-term obligations of which are rated at least &ldquo;R-1 (high)&rdquo; or the long term obligations of which are rated at least &ldquo;AA&rdquo;,
and (D) in the case of such investments with maturities of three hundred and sixty-five (365) days or less but greater than one hundred
and eighty (180) days, the short term

 &thinsp; - 12 -

 &thinsp;

 obligations of which are rated at least &ldquo;R-1
(high)&rdquo; or the long term obligations of which are rated at least &ldquo;AAA&rdquo;; in the case of each of clauses (A) through (D),
if then rated by Morningstar DBRS and, if not so rated, an equivalent or higher rating by two other NRSROs.

 &ldquo; Applicable Retaining
Party &rdquo;: In the case of a Class RR Certificate, the applicable Retaining Party, and in the case of a Risk Retention Certificate,
the applicable Third Party Purchaser.

 &ldquo; Applicable State
and Local Tax Law &rdquo;: 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.

 &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 Mortgage Loan (other than a Non-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&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

 &thinsp; - 13 -

 &thinsp;

 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 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&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 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 later of (a) the Special Servicer&rsquo;s receipt of such Appraisal or the completion of
the valuation and receipt of information from the Master Servicer that is in the Master Servicer&rsquo;s possession and reasonably necessary
to calculate the Appraisal Reduction Amount and (b) the occurrence of such Appraisal Reduction Event. 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, the Operating Advisor and the Directing Certificateholder

 &thinsp; - 14 -

 &thinsp;

 (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 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 (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 Mortgage Loan (other than a Non-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

 &thinsp; - 15 -

 &thinsp;

 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 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; Asset Representations
Reviewer &rdquo;: BellOak, 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 QQ hereto.

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

 &thinsp; - 16 -

 &thinsp;

 &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.

 &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 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 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) 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.

 &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,

 &thinsp; - 17 -

 &thinsp;

 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 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) 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).

 &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 (i) the Non-Retained Percentage of the Aggregate Available Funds
for such Distribution Date and (ii) the Gain-on-Sale Remittance Amount.

 &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; BANK5 2026-5YR21
PSA &rdquo;: The pooling and servicing agreement, dated as of April 1, 2026, among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR

 &thinsp; - 18 -

 &thinsp;

 Partners, LLC, as special servicer, Computershare
Trust Company, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor
and as asset representations reviewer, as from time to time amended, supplemented or modified, relating to the issuance of the BANK5 2026-5YR21,
Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2025-5YR21.

 &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) 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, &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; 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 California, Delaware, Florida, Georgia, Maryland, New
York, North Carolina, Texas or any of the jurisdictions in which the respective primary servicing offices of the Master Servicer, the
Special Servicer or the Operating Advisor 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.

 &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 2026-5YR22, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent. In no event shall the VRR Interest or any
portion thereof constitute a &ldquo;Certificate&rdquo; for purposes of this Agreement.

 &thinsp; - 19 -

 &thinsp;

 &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 0.01106% 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) 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&thinsp;1.02(iii) ).

 &ldquo; Certificate Factor &rdquo;:
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.

 &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) .

 &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

 &thinsp; - 20 -

 &thinsp;

 Mortgagor, a Borrower Party or any Affiliate
of any of such Persons 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) 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) 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
and the VRR Interest Owners.

 &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 than with respect to the termination of the Asset Representations Reviewer, the application of any Allocated
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 .

 &thinsp; - 21 -

 &thinsp;

 &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, numerical) Class designation.
Each designated Lower-Tier Regular Interest shall be a Class.

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

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

 &ldquo; Class A-1 Pass-Through
Rate &rdquo;: With respect to any Distribution Date, a per annum rate equal to 4.86400%.

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

 &ldquo; Class A-2 Pass-Through
Rate &rdquo;: With respect to any Distribution Date, a per annum rate equal to 5.22500%.

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

 &ldquo; Class A-3 Pass-Through
Rate &rdquo;: With respect to any Distribution Date, a per annum rate equal to 5.71300%, subject to a maximum rate equal to
the Weighted Average Net Mortgage Rate for such Distribution Date.

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

 &ldquo; Class A-S Pass-Through
Rate &rdquo;: With respect to any Distribution Date, a per annum rate equal to 6.01900%, subject to a maximum rate equal to
the Weighted Average Net Mortgage Rate for such Distribution Date.

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

 &thinsp; - 22 -

 &thinsp;

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

 &ldquo; Class C Pass-Through
Rate &rdquo;: With respect to any Distribution Date, a per annum rate equal to 5.96200%, subject to a maximum rate equal to
the Weighted Average Net Mortgage Rate for such Distribution Date.

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

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

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

 &ldquo; Class E Pass-Through
Rate &rdquo;: With respect to any Distribution Date, a per annum rate equal to 5.12500%, subject to a maximum rate equal to
the Weighted Average Net Mortgage Rate for such Distribution Date.

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

 &ldquo; Class F Pass-Through
Rate &rdquo;: With respect to any Distribution Date, a per annum rate equal to 5.12500%, subject to a maximum rate equal to
the Weighted Average Net Mortgage Rate for such Distribution Date.

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

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

 &ldquo; Class 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 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

 &thinsp; - 23 -

 &thinsp;

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

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

 &ldquo; Class 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 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.

 &thinsp; - 24 -

 &thinsp;

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

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

 &ldquo; Class RR Certificates &rdquo;:
A Certificate (or all Certificates, as the context may require) designated as &ldquo;Class RR&rdquo; on the face thereof, in the form
of Exhibit A-4 hereto, and evidencing a beneficial interest in a &ldquo;regular interest&rdquo; in the Upper-Tier REMIC for purposes
of the REMIC Provisions.

 &ldquo; Class RR Certificates
Safekeeping Account &rdquo;: An account maintained by the Certificate Administrator, which account shall be deemed to be owned by the
VRR Interest Owners of the Class RR Certificates in proportions equal to their respective Percentage Interests in the Class RR Certificates.

 &ldquo; Class RR Owner &rdquo;:
As defined in Section&thinsp;4.01(h) .

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

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

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

 &ldquo; Class X-A Notional
Amount &rdquo;: 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.

 &ldquo; Class X-A Pass-Through
Rate &rdquo;: 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-1, Class A-2 and Class A-3 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

 &thinsp; - 25 -

 &thinsp;

 Distribution Date. The Pass-Through Rate applicable
to the Class X-A Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.

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

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

 &ldquo; Class X-B Pass-Through
Rate &rdquo;: 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 A-S and Class B 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.

 &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 for purposes of the REMIC Provisions.

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

 &ldquo; Class&thinsp;X-D
Pass-Through Rate &rdquo;: The Pass-Through Rate for the Class&thinsp;X-D Certificates for any Distribution Date will equal 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 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.

 &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 for purposes of the REMIC Provisions.

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

 &ldquo; Class&thinsp;X-E
Pass-Through Rate &rdquo;: The Pass-Through Rate for the Class&thinsp;X-E Certificates for any Distribution Date will equal 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 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.

 &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 for purposes of the REMIC Provisions.

 &thinsp; - 26 -

 &thinsp;

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

 &ldquo; Class&thinsp;X-F
Pass-Through Rate &rdquo;: The Pass-Through Rate for the Class&thinsp;X-F Certificates for any Distribution Date will equal 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 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.

 &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;:
June 11, 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 (other than with respect to any Non-Serviced Mortgage Loan) or the Master Servicer (with respect to any Non-Serviced Mortgage
Loan), 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 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 (except as provided in Section 3.26(e) ) and the Certificate Administrator shall be entitled to
conclusively rely on the Special Servicer&rsquo;s calculation or determination of any Collateral Deficiency Amount (other than with respect
to a Non-Serviced Mortgage Loan). The Special Servicer, the Certificate Administrator and the Operating Advisor shall be entitled to conclusively
rely on the Master Servicer&rsquo;s calculation of any Collateral Deficiency Amount with respect to a Non-Serviced Mortgage Loan.

 &thinsp; - 27 -

 &thinsp;

 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.

 &ldquo; Collection Account &rdquo;:
A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section&thinsp;3.04(a) for the
benefit of the Trustee for the benefit of the Certificateholders and the VRR Interest Owners, 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 BANK5 2026-5YR22, Commercial Mortgage Pass-Through Certificates, Series 2026-5YR22, and the related VRR
Interest Owners, 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 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
BANK5 2026-5YR22, Commercial Mortgage Pass-Through Certificates, Series 2026-5YR22, Companion Distribution Account&rdquo;. The Companion
Distribution Account shall not be an asset of the Trust, 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 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.

 &thinsp; - 28 -

 &thinsp;

 &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 Subordinate Companion 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) 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) the aggregate of (A) 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 0.00125% 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 or the VRR Interest Owners
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) 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 as to the Directing

 &thinsp; - 29 -

 &thinsp;

 Certificateholder or the Holder of the majority
of the Controlling Class, 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 connection with such Prohibited Prepayments. No
Master Servicer shall 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, the Mountain Industrial Portfolio Mortgage Loan is the only
Componentized Loan.

 &ldquo; Consultation Termination
Event &rdquo;: A Consultation Termination Event will occur when there is no Class of Control Eligible Certificates that has a then-outstanding
Certificate Balance at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application
of any Allocated 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 F, Class G-RR and Class H-RR Certificates.

 &ldquo; Control Termination
Event &rdquo;: A Control Termination Event will occur when no Class of Control Eligible Certificates has a Certificate Balance (taking
into account the application of any Allocated Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such
Class in accordance with Section&thinsp;4.05(a) hereof) of at least 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

 &thinsp; - 30 -

 &thinsp;

 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 , 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 Allocated 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 Allocated Cumulative Appraisal Reduction
Amounts. The Controlling Class as of the Closing Date will be the Class H-RR Certificates. The Control Eligible Certificates shall not
include the VRR Interest and the…

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