The pooling and servicing agreement: the contract that runs a CMBS loan

A pooling and servicing agreement (PSA) is the contract that creates a CMBS trust and governs its loans: it transfers them to the trust, sets the servicers’ duties and fees, fixes the payment order, and gives the controlling class its consent rights. The BANK5 2025-5YR14 PSA, dated as of April 1, 2025, has 13 articles across more than 440 pages before exhibits.

This site’s tools and timelines use that BANK5 2025-5YR14 PSA, filed with the SEC as Exhibit 4.1 to a Form 8-K on April 2, 2025, as their reference. Other trusts’ agreements are similar but not identical.

Who signs it

The cover page of the BANK5 2025-5YR14 PSA lists the parties:

Party	Role in the agreement
Wells Fargo Commercial Mortgage Securities, Inc.	Depositor: conveys the loans to the trust
Trimont LLC	Master servicer
Torchlight Loan Services, LLC	Special servicer
Computershare Trust Company, N.A.	Certificate administrator and trustee
BellOak, LLC	Operating advisor and asset representations reviewer

The borrowers are not parties. Neither are the loan sellers, whose obligations to repurchase defective loans sit in separate mortgage loan purchase agreements, nor the directing certificateholder, whose rights the PSA grants.

What is in it, article by article

Article	Covers	Why a borrower might care
I. Definitions	Every defined term, from “Appraisal Reduction Event” to “Servicing Transfer Event” and “Workout Fee”	The definitions are where the triggers and fees actually live
II. Conveyance of Mortgage Loans	Transfer of loans and files to the trust; repurchase for document defects and breaches	Explains why your closing file had to be complete
III. Administration and Servicing	Servicing standard, collections, escrows, insurance, assumptions, defaults, fees, modifications, transfers to special servicing, asset status reports, directing certificateholder, operating advisor	Nearly everything you will ask a servicer for
IV. Distributions	The payment waterfall, P&I advances, loss allocation, appraisal reductions, investor reporting	Advances and appraisal reductions on a troubled loan
V. The Certificates	Form, registration and transfer of the bonds; voting	Rarely
VI. The Depositor, Servicers, Operating Advisor, Asset Representations Reviewer and Directing Certificateholder	Liability limits, resignation, and the directing certificateholder’s rights	Who can veto a workout
VII. Servicer Termination Events	When a servicer can be removed, and the trustee’s backup role	Rarely
VIII. Trustee and Certificate Administrator	Their duties, fees and eligibility	Rarely
IX. Termination	Ending the trust, including a clean-up purchase when less than 1% of the pool remains	Rarely
X. Additional REMIC Provisions	Keeping the trust’s REMIC status	Why some requests are refused outright
XI. Exchange Act Reporting and Regulation AB	Form 10-D, ABS-EE, 10-K and 8-K filings; Sarbanes-Oxley certification; servicing compliance	Why your loan’s data is public
XII. The Asset Representations Reviewer	Reviews of delinquent loans for breaches of the loan sellers’ representations	Rarely
XIII. Miscellaneous	Amendments, governing law, notices	Rarely

The sections a borrower should read first

From the BANK5 2025-5YR14 table of contents, these are the sections that touch a borrower most:

Section	Title	Read it for
1.01	Defined Terms (“Servicing Transfer Event”, “Major Decision”, “Workout Fee”, “Liquidation Fee”)	What sends a loan to special servicing and what it costs; see the servicer clock and special servicing fees
3.01	Administration of the Mortgage Loans	The servicing standard both servicers must meet
3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	Selling the property with the loan in place; see loan assumption
3.09	Realization Upon Defaulted Loans	Foreclosure and its alternatives; see deed in lieu, receivership
3.11	Servicing Compensation	Every fee the servicers can earn
3.16	Sale of Defaulted Loans and REO Properties	Note sales
3.18	Modifications, Waivers, Amendments and Consents	What can be changed and who decides; see loan modification
3.19	Transfer of Servicing Between the Master Servicer and the Special Servicer; Asset Status Report	The handoff, the return as a Corrected Loan, and the special servicer’s plan for your loan
3.23 and 6.08	Directing Certificateholder rights	Consent to major decisions; see the B-piece
3.26	The Operating Advisor	Review of the special servicer’s conduct
4.03	P&I Advances	When the master servicer stops advancing
4.05	Appraisal Reduction Amounts	How a new appraisal cuts advances and shifts control; see appraisal reduction

The servicing standard

Both servicers must service the loans for the trust and its certificateholders as a collective whole, with a goal of maximizing recovery on a net present value basis, and without regard to their own fees or other relationships (PSA section 3.01(a), summarized from the reference deal). That standard is the lens for every request you make. A proposal framed as “this returns more to the trust, in present value, than the alternative” speaks the agreement’s language; a proposal framed as fairness to the borrower does not.

Finding the PSA for your loan

1. Identify the trust. Your monthly statement or servicer welcome letter names it; so does who is my special servicer, which searches the SEC loan file by property.
2. Open the trust on EDGAR. Search the trust’s name in SEC EDGAR company search. Public CMBS trusts file Forms 8-K, 10-D, ABS-EE and 10-K under their own filer ID.
3. Find the closing 8-K. The PSA is usually Exhibit 4.1 to a Form 8-K filed around the closing date, as it was for BANK5 2025-5YR14.
4. Check for a split loan. If your loan is one of several pari passu notes in different trusts, it may be a “non-serviced” loan in your trust, serviced under another trust’s PSA. The prospectus lists each non-serviced loan and the agreement that governs it.
5. Read the definitions first. Most of the substance sits in section 1.01.

PSA vs the documents you signed

Document	Parties	What it decides
Loan agreement, note, mortgage, guaranty	You and the lender (now the trust)	Your obligations: payments, reserves, cash management, prepayment, transfer and release conditions, recourse carve-outs
Pooling and servicing agreement	Depositor, servicers, trustee, certificate administrator, operating advisor	How the servicers exercise the lender’s rights under your documents, on what standard, with whose consent and for what fees
Intercreditor agreement	Holders of the notes of a split loan, or the mortgage and mezzanine lenders	Who controls a split loan and how payments are shared

When the two conflict, your loan documents set what you owe; the PSA only governs how the servicer decides what to do about it.

Related: master vs special servicer, CMBS primer, servicer consent, glossary. Facing a decision under your trust’s PSA now? Get help.

Sources: BANK5 2025-5YR14 Pooling and Servicing Agreement, dated as of April 1, 2025 (Form 8-K Exhibit 4.1, filed April 2, 2025): cover page, table of contents, sections 1.01, 3.01(a) and 6.08; BANK5 2025-5YR14 prospectus, “Optional Termination” and “Servicing of the Non-Serviced Mortgage Loans”. Not legal advice; your trust’s own agreement governs.