Current Report · Items 8.01, 9.01 · 8-K
Wells Fargo Commercial Mortgage Trust 2025-5C7
Other Events
Item 8.01. Other Events. On December 18, 2025, Wells Fargo Commercial Mortgage Securities, Inc. (the “Registrant”) caused the issuance, pursuant to a Pooling and Servicing Agreement dated and effective as of December 1, 2025 (the “Pooling and Servicing Agreement”), among the Registrant, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as a s…
Disclosure sections
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On December 18, 2025, Wells
Fargo Commercial Mortgage Securities, Inc. (the “Registrant”) caused the issuance, pursuant to a Pooling and Servicing
Agreement dated and effective as of December 1, 2025 (the “Pooling and Servicing Agreement”), among the Registrant,
as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as a special servicer, CWCapital
Asset Management LLC, as a special servicer, KeyBank National Association, as a special servicer, Computershare Trust Company, National
Association, as certificate administrator and as trustee, and BellOak, LLC, as operating advisor and as asset representations reviewer,
of Wells Fargo Commercial Mortgage Trust 2025-5C7, Commercial Mortgage Pass-Through Certificates, Series 2025-5C7 (the “Certificates”).
The Certificates represent, in the aggregate, the entire beneficial ownership in Wells Fargo Commercial Mortgage Trust 2025-5C7 (the “Issuing
Entity”), a common law trust fund formed on December 18, 2025 under the laws of the State of New York pursuant to the Pooling
and Servicing Agreement.
The Mortgage Loan secured
by the mortgaged property identified as “Crossgates Mall” on Exhibit B to the Pooling and Servicing Agreement (the “Crossgates
Mall Mortgage Loan”), which is an asset of the Issuing Entity, is evidenced by two promissory notes and is part of a whole loan
(the “Crossgates Mall Whole Loan”) that also includes six (6) additional pari passu promissory notes, each of
which are not an asset of the Issuing Entity, and one (1) subordinate promissory note, which is an asset of the Issuing Entity. The rights
of the holders of each of the promissory notes constituting the Crossgates Mall Whole Loan are governed by an agreement (the “Original
Intercreditor Agreement”) previously filed as Exhibit 4.14 to the Form 8-K dated December 4, 2025 and filed on December 8, 2025
under Commission File No. 333-282099-09 with respect to the Issuing Entity.
On August 12, 2026, an agreement
(the “Amended and Restated Intercreditor Agreement”) amending the Original Intercreditor Agreement, was entered into
by and among UBS AG New York Branch, as Note A-1-1 Holder, Note A-1-3 Holder, Note A-5 Holder and Note A-6 Holder Computershare Trust
Company, National Association, as trustee for the benefit of the registered holders of the BMO 2026-5C15 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2026-5C15, as Note A-1-2 Holder and Note A-4 Holder, Computershare Trust Company, National Association,
as trustee for the benefit of the registered holders of the Wells Fargo Commercial Mortgage Trust 2025-5C7, Commercial Mortgage Pass-Through
Certificates, Series 2025-5C7, as Note A-2 Holder and Computershare Trust Company, National Association, as trustee for the benefit of
the registered holders of the Wells Fargo Commercial Mortgage Trust 2025-5C7, Commercial Mortgage Pass-Through Certificates, Series
2025-5C7, as Junior Noteholder. The purpose of the amendment is generally to (i) reflect the severance of Original Note A-1 into three
component promissory notes, Note A-1-1, Note A-1-2 and Note A-1-3 pursuant to the terms of the Promissory Note A-1 Splitter and Loan Modification
Agreement, dated as of June 9, 2026, by and between the Borrower and UBS AG, (ii) provide that the Lead Securitization Note shall permanently
be Note A-2 (which such note is included in the Issuing Entity) and (iii) provide that if 3650 REIT Loan Servicing LLC or any Affiliate
thereof, is appointed to be the Special Servicer with respect to the Crossgates Mall Whole Loan, the matters relating solely to the servicing
of the Crossgates Mall Whole Loan as between the Master Servicer
and the Special Servicer with respect to Major
Decisions, “master servicer decisions,” “special servicer decisions” and litigation control matters shall be governed
by and administered in accordance with the applicable provisions of the pooling and servicing agreement that governs the Note A-1-1 securitization.
Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Amended and Restated
Intercreditor Agreement filed as Exhibit 4.1 to this Form 8-K.