BBCMS Mortgage Trust 2026-5C41

Current report (Form 8-K) · Jun 12, 2026 · Multiple disclosures including leadership change and acquisition or asset sale

Company

Documents

Primary topic

Leadership change

Filed

Jun 12, 2026

Overview Analysis Documents(14)Full text Exhibits(1)

Type

EX-4.1

File

exh4_1-5yr22psa.htm

Document text
EX-4.1 · POOLING AND SERVICING AGREEMENT, DATED AS OF JUNE 1, 2026 EX-4.1 2 exh4_1-5yr22psa.htm POOLING AND SERVICING AGREEMENT, DATED 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 VRR Interest…

Document text

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

EX-4.1
 2
 exh4_1-5yr22psa.htm
 POOLING AND SERVICING AGREEMENT, DATED 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.

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 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 VRR Interest…

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