Exhibit 4.5


 


EXECUTION VERSION


	 





 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.,

as Depositor


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


LNR
PARTNERS, LLC,

as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


TRIMONT
REAL ESTATE ADVISORS, LLC,

as Operating Advisor and as Asset Representations Reviewer


 


 



 


POOLING
AND SERVICING AGREEMENT


 


Dated
as of December 1, 2016


 


 



  


Commercial
Mortgage Pass-Through Certificates

Series 2016-C37





	 


 






     


     

    

 


Table
of Contents



	 	 	 	 	 	 
	 	 	 	 	 	Page
	ARTICLE
    I
	 
	DEFINITIONS
	 
	Section
    1.01	 	Defined
    Terms	 	7
	Section
    1.02	 	Certain
    Calculations	 	122
	 	 	 	 	 
	ARTICLE
    II
	 
	CONVEYANCE
    OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section
    2.01	 	Conveyance
    of Mortgage Loans	 	124
	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	 	151
	Section
    2.05	 	Creation
    of the Grantor Trust	 	151
	 	 	 	 	 
	ARTICLE
    III
	 
	ADMINISTRATION
    AND SERVICING OF THE TRUST FUND
	 
	Section
    3.01	 	Administration
    of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	 	152
	Section
    3.02	 	Collection
    of Mortgage Loan Payments	 	159
	Section
    3.03	 	Collection
    of Taxes, Assessments and Similar Items; Servicing Accounts	 	165
	Section
    3.04	 	The
    Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution
    Account, the Interest Reserve Account, the Excess Interest Distribution Account, and the Gain-on-Sale Reserve Account	 	169
	Section
    3.05	 	Permitted
    Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	 	176
	Section
    3.06	 	Investment
    of Funds in the Collection Account and the REO Account	 	187
	Section
    3.07	 	Maintenance
    of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	189
	Section
    3.08	 	Enforcement
    of Due-on-Sale Clauses; Assumption Agreements	 	194
	Section
    3.09	 	Realization
    Upon Defaulted Loans and Companion Loans	 	199
	Section
    3.10	 	Trustee
    and Certificate Administrator to Cooperate; Release of Mortgage Files	 	202
	Section
    3.11	 	Servicing
    Compensation	 	204
	Section
    3.12	 	Inspections;
    Collection of Financial Statements; Delivery of Reports	 	210



 






     -i-


     

    

 





	Section
    3.13	 	Access
    to Certain Information	 	215
	Section
    3.14	 	Title
    to REO Property; REO Account	 	228
	Section
    3.15	 	Management
    of REO Property	 	229
	Section
    3.16	 	Sale
    of Defaulted Loans and REO Properties	 	232
	Section
    3.17	 	Additional
    Obligations of Master Servicer and Special Servicer	 	238
	Section
    3.18	 	Modifications,
    Waivers, Amendments and Consents	 	241
	Section
    3.19	 	Transfer
    of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping; Asset Status Report	 	252
	Section
    3.20	 	Sub-Servicing
    Agreements	 	259
	Section
    3.21	 	Interest
    Reserve Account	 	262
	Section
    3.22	 	Directing
    Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	 	262
	Section
    3.23	 	Controlling
    Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	 	263
	Section
    3.24	 	Intercreditor
    Agreements	 	267
	Section
    3.25	 	Rating
    Agency Confirmation	 	269
	Section
    3.26	 	The
    Operating Advisor	 	271
	Section
    3.27	 	Companion
    Paying Agent	 	279
	Section
    3.28	 	Serviced
    Companion Noteholder Register	 	280
	Section
    3.29	 	Certain
    Matters Relating to the Whole Loans	 	280
	Section
    3.30	 	[RESERVED]	 	282
	Section
    3.31	 	[RESERVED]	 	283
	Section
    3.32	 	Litigation
    Control	 	283
	Section
    3.33	 	Delivery
    of Excluded Information to the Certificate Administrator	 	285
	 	 	 	 	 
	ARTICLE
    IV
	 	 	 	 	 
	DISTRIBUTIONS
    TO CERTIFICATEHOLDERS
	 
	Section
    4.01	 	Distributions	 	286
	Section
    4.02	 	Distribution
    Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	297
	Section
    4.03	 	P&I
    Advances	 	303
	Section
    4.04	 	Allocation
    of Realized Losses	 	307
	Section
    4.05	 	Appraisal
    Reduction Amounts; Collateral Deficiency Amounts	 	308
	Section
    4.06	 	Grantor
    Trust Reporting	 	312
	Section
    4.07	 	Investor
    Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	313
	Section
    4.08	 	Secure
    Data Room	 	316
	 	 	 	 	 
	ARTICLE
    V
	 	 	 	 	 
	THE
    CERTIFICATES
	 
	Section
    5.01	 	The
    Certificates	 	318
	Section
    5.02	 	Form
    and Registration	 	318
	Section
    5.03	 	Registration
    of Transfer and Exchange of Certificates	 	321


 






     -ii-


     

    

 





	Section
    5.04	 	Mutilated,
    Destroyed, Lost or Stolen Certificates	 	329
	Section
    5.05	 	Persons
    Deemed Owners	 	329
	Section
    5.06	 	Access
    to List of Certificateholders’ Names and Addresses; Special Notices	 	330
	Section
    5.07	 	Maintenance
    of Office or Agency	 	331
	Section
    5.08	 	Appointment
    of Certificate Administrator	 	331
	Section
    5.09	 	[RESERVED]	 	332
	Section
    5.10	 	Voting
    Procedures	 	332
	 	 	 	 	 
	ARTICLE
    VI
	 
	THE
    DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING
    CERTIFICATEHOLDER
	 
	Section
    6.01	 	Representations,
    Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	 	333
	Section
    6.02	 	Liability
    of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	 	339
	Section
    6.03	 	Merger,
    Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset
    Representations Reviewer	 	339
	Section
    6.04	 	Limitation
    on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
    Reviewer and Others	 	341
	Section
    6.05	 	Depositor,
    Master Servicer and Special Servicer Not to Resign	 	347
	Section
    6.06	 	Rights
    of the Depositor in Respect of the Master Servicer and the Special Servicer	 	348
	Section
    6.07	 	The
    Master Servicer and the Special Servicer as Certificate Owner	 	348
	Section
    6.08	 	The
    Directing Certificateholder	 	348
	Section
    6.09	 	Knowledge
    of Wells Fargo Bank, National Association	 	354
	 	 	 	 	 
	ARTICLE
    VII
	 
	SERVICER
    TERMINATION EVENTS
	 
	Section
    7.01	 	Servicer
    Termination Events; Master Servicer and Special Servicer Termination	 	354
	Section
    7.02	 	Trustee
    to Act; Appointment of Successor	 	362
	Section
    7.03	 	Notification
    to Certificateholders	 	364
	Section
    7.04	 	Waiver
    of Servicer Termination Events	 	364
	Section
    7.05	 	Trustee
    as Maker of Advances	 	365
	 	 	 	 	 
	ARTICLE
    VIII
	 
	CONCERNING
    THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 






     -iii-


     

    

 





	Section
    8.01	 	Duties
    of the Trustee and the Certificate Administrator	 	366
	Section
    8.02	 	Certain
    Matters Affecting the Trustee and the Certificate Administrator	 	367
	Section
    8.03	 	Trustee
    and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	369
	Section
    8.04	 	Trustee
    or Certificate Administrator May Own Certificates	 	370
	Section
    8.05	 	Fees
    and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	370
	Section
    8.06	 	Eligibility
    Requirements for Trustee and Certificate Administrator	 	371
	Section
    8.07	 	Resignation
    and Removal of the Trustee and Certificate Administrator	 	372
	Section
    8.08	 	Successor
    Trustee or Certificate Administrator	 	375
	Section
    8.09	 	Merger
    or Consolidation of Trustee or Certificate Administrator	 	375
	Section
    8.10	 	Appointment
    of Co-Trustee or Separate Trustee	 	375
	Section
    8.11	 	Appointment
    of Custodians	 	377
	Section
    8.12	 	Representations
    and Warranties of the Trustee	 	377
	Section
    8.13	 	Provision
    of Information to Certificate Administrator, Master Servicer and Special Servicer	 	378
	Section
    8.14	 	Representations
    and Warranties of the Certificate Administrator	 	378
	Section
    8.15	 	Compliance
    with the PATRIOT Act	 	380
	 	 	 	 	 
	ARTICLE
    IX
	 	 	 	 	 
	TERMINATION
	 
	Section
    9.01	 	Termination
    upon Repurchase or Liquidation of All Mortgage Loans	 	380
	Section
    9.02	 	Additional
    Termination Requirements	 	384
	 	 	 	 	 
	ARTICLE
    X
	 	 	 	 	 
	ADDITIONAL
    REMIC PROVISIONS
	 
	Section
    10.01	 	REMIC
    Administration	 	384
	Section
    10.02	 	Use
    of Agents	 	388
	Section
    10.03	 	Depositor,
    Master Servicer and Special Servicer to Cooperate with Certificate Administrator	 	388
	Section
    10.04	 	Appointment
    of REMIC Administrators	 	388
	 	 	 	 	 
	ARTICLE
    XI
	 
	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section
    11.01	 	Intent
    of the Parties; Reasonableness	 	389
	Section
    11.02	 	Succession;
    Subcontractors	 	390
	Section
    11.03	 	Filing
    Obligations	 	392
	Section
    11.04	 	Form
    10-D and Form ABS-EE Filings	 	393
	Section
    11.05	 	Form
    10-K Filings	 	397
	Section
    11.06	 	Sarbanes-Oxley
    Certification	 	400
	Section
    11.07	 	Form
    8-K Filings	 	402


 






     -iv-


     

    

 





	Section
    11.08	 	Form
    15 Filing	 	404
	Section
    11.09	 	Annual
    Compliance Statements	 	404
	Section
    11.10	 	Annual
    Reports on Assessment of Compliance with Servicing Criteria	 	406
	Section
    11.11	 	Annual
    Independent Public Accountants’ Attestation Report	 	408
	Section
    11.12	 	Indemnification	 	409
	Section
    11.13	 	Amendments	 	412
	Section
    11.14	 	Regulation
    AB Notices	 	412
	Section
    11.15	 	Certain
    Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	412
	Section
    11.16	 	Certain
    Matters Regarding Significant Obligors	 	418
	Section
    11.17	 	Impact
    of Cure Period	 	418
	 	 	 	 	 
	ARTICLE
    XII
	 	 	 	 	 
	THE
    ASSET REPRESENTATIONS REVIEWER
	 
	Section
    12.01	 	Asset
    Review	 	418
	Section
    12.02	 	Payment
    of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	 	424
	Section
    12.03	 	Resignation
    of the Asset Representations Reviewer	 	425
	Section
    12.04	 	Restrictions
    of the Asset Representations Reviewer	 	425
	Section
    12.05	 	Termination
    of the Asset Representations Reviewer	 	426
	 	 	 	 	 
	ARTICLE
    XIII
	 	 	 	 	 
	MISCELLANEOUS
    PROVISIONS
	 
	Section
    13.01	 	Amendment	 	429
	Section
    13.02	 	Recordation
    of Agreement; Counterparts	 	433
	Section
    13.03	 	Limitation
    on Rights of Certificateholders	 	434
	Section
    13.04	 	Governing
    Law; Submission to Jurisdiction; Waiver of Jury Trial	 	435
	Section
    13.05	 	Notices	 	435
	Section
    13.06	 	Severability
    of Provisions	 	441
	Section
    13.07	 	Grant
    of a Security Interest	 	441
	Section
    13.08	 	Successors
    and Assigns; Third Party Beneficiaries	 	441
	Section
    13.09	 	Article
    and Section Headings	 	442
	Section
    13.10	 	Notices
    to the Rating Agencies	 	442


 


     -v-


     

    
 


	EXHIBITS	 	 
	 	 
	EXHIBIT
    A-1	Form
    of Certificate (Other than Class R and Class V Certificates)
	EXHIBIT
    A-2	Form
    of Class R Certificate
	EXHIBIT
    A-3	Form
    of Class V Certificate
	EXHIBIT
    B	Mortgage
    Loan Schedule
	EXHIBIT
    C	Form
    of Investment Representation Letter
	EXHIBIT
    D-1	Form
    of Transferee Affidavit for Transfers of Class R Certificates
	EXHIBIT
    D-2	Form
    of Transferor Letter for Transfers of Class R Certificates
	EXHIBIT
    E	Form
    of Request for Release
	EXHIBIT
    F-1	Form
    of ERISA Representation Letter Regarding ERISA Restricted Certificates
	EXHIBIT
    F-2	Form
    of ERISA Representation Letter Regarding Class R Certificates and Class V Certificates
	EXHIBIT
    G	Form
    of Distribution Date Statement
	EXHIBIT
    H	Form
    of Omnibus Assignment
	EXHIBIT
    I	Form
    of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted
    Period
	EXHIBIT
    J	Form
    of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	EXHIBIT
    K	Form
    of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted
    Period
	EXHIBIT
    L	Form
    of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted
    Period
	EXHIBIT
    M	Form
    of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
	EXHIBIT
    N	Form
    of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
	EXHIBIT
    O	Form
    of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	EXHIBIT
    P-1A	Form
    of Investor Certification for Non-Borrower 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 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	[Reserved]
	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



 






     -vi-


     

    

 


	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 Special Servicer
	EXHIBIT
    X	Form
    of Confidentiality Agreement
	EXHIBIT
    Y	Form
    Certification to be Provided with Form 10-K
	EXHIBIT
    Z-1	Form
    of Certification to be Provided to Depositor by Certificate Administrator
	EXHIBIT
    Z-2	Form
    of Certification to be Provided to Depositor by Master Servicer
	EXHIBIT
    Z-3	Form
    of Certification to be Provided to Depositor by Special Servicer
	EXHIBIT
    Z-4	Form
    of Certification to be Provided to Depositor by Trustee
	EXHIBIT
    Z-5	Form
    of Certification to be Provided to Depositor by Operating Advisor
	EXHIBIT
    Z-6	Form
    of Certification to be Provided to Depositor by Custodian
	EXHIBIT
    Z-7	Form
    of Certification to be Provided to Depositor by Asset Representations Reviewer
	EXHIBIT
    AA	Servicing
    Criteria to be Addressed in Assessment of Compliance
	EXHIBIT
    BB	Additional
    Form 10-D Disclosure
	EXHIBIT
    CC	Additional
    Form 10-K Disclosure
	EXHIBIT
    DD	Form
    8-K Disclosure Information
	EXHIBIT
    EE	Additional
    Disclosure Notification
	EXHIBIT
    FF	Initial
    Sub-Servicers
	EXHIBIT
    GG	Servicing
    Function Participants
	EXHIBIT
    HH	Form
    of Annual Compliance Statement
	EXHIBIT
    II	Form
    of Report on Assessment of Compliance with Servicing Criteria
	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]
	 	 
	SCHEDULES	 	 
	 	 
	SCHEDULE
    1	Mortgage
    Loans With Additional Debt
	SCHEDULE
    2	Class
    A-SB Planned Principal Balance Schedule
	SCHEDULE
    3	Mortgage
    Loans With Earnout, or Performance Escrows or Reserves Exceeding 10% of the Initial Principal Balance




 






     -vii-


     

    

 


This
Pooling and Servicing Agreement is dated and effective as of December 1, 2016, among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Trimont
Real Estate Advisors, 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 will evidence the entire
beneficial ownership interest in the Trust to be created hereunder, the primary assets of which will be a pool of commercial mortgage
loans. As provided herein, the Certificate Administrator shall elect or shall cause an election to be made to treat designated
portions of the Trust (exclusive of the Excess Interest and the proceeds thereof in the Excess Interest Distribution Account)
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).


 


In
addition, the parties intend that the portion of the Trust Fund consisting of the Class V Specific Grantor Trust Assets shall
be treated as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes (the “Grantor
Trust”). Solely for tax purposes, the Class V Certificates shall represent undivided beneficial interests in the Grantor
Trust. As provided herein, the Certificate Administrator shall take all actions expressly required hereunder to ensure that the
portion of the Trust Fund consisting of the Grantor Trust maintains its status as a grantor trust under federal income tax law
and not be treated as part of either Trust REMIC.


 


The
REMIC structure set forth in this Preliminary Statement is intended to cause all of the cashflow from the Mortgage Loans to flow
through to the Upper-Tier REMIC as cash flow on REMIC regular interests, without creating any shortfall, actual or potential (other
than for credit losses), to any REMIC regular interest issued hereunder. To the extent that any party hereto believes the structure
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 in this Agreement shall notify the other parties hereto, whereupon the Depositor,
the Certificate Administrator and the Tax Administrator shall use commercially reasonable efforts to rectify or resolve the subject
defect or ambiguity to accomplish the intended result without Certificateholder approval (but with guidance of counsel), including,
to the extent necessary, making any amendments in accordance with Section 13.01(a) of this Agreement, but subject to any
conditions in Section 13.01. The other parties hereto agree to reasonably cooperate with the Depositor, the Certificate
Administrator and the Tax Administrator in connection with any amendment to this Agreement in furtherance of the foregoing.


 


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 (exclusive of Excess Interest) and will issue the Class LA1, Class LA2, Class LA3,
Class LA4, Class LA5, Class LASB, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH and Class LJ
Uncertificated Interests (the “Lower-Tier Regular Interests”), which will evidence the “regular interests”
in the Lower-Tier REMIC created hereunder. The Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is
the sole Class of “residual interests” in the Lower-Tier REMIC for purposes of the REMIC Provisions and is represented
by the Class R Certificates.


 


The
following table sets forth the Original Lower-Tier Principal Amounts and per annum rates of interest for the Lower-Tier
Regular Interests and the Class LR Interest:





	 	 	 	 	 	 
	Class
    Designation	 	Interest
    Rate	 	Original
    Lower-Tier

Principal Amount
	Class
    LA1	 	(1)	 	$35,482,000	 
	Class
    LA2	 	(1)	 	$105,724,000	 
	Class
    LA3	 	(1)	 	$28,449,000	 
	Class
    LA4	 	(1)	 	$120,000,000	 
	Class
    LA5	 	(1)	 	$188,138,000	 
	Class
    LASB	 	(1)	 	$47,561,000	 
	Class
    LAS	 	(1)	 	$58,165,000	 
	Class
    LB	 	(1)	 	$38,463,000	 
	Class
    LC	 	(1)	 	$34,711,000	 
	Class
    LD	 	(1)	 	$37,525,000	 
	Class
    LE	 	(1)	 	$10,320,000	 
	Class
    LF	 	(1)	 	$7,505,000	 
	Class
    LG	 	(1)	 	$8,443,000	 
	Class
    LH	 	(1)	 	$7,505,000	 
	Class
    LJ	 	(1)	 	$22,515,779	 
	Class
    LR	 	None(2)	 	None    	 




 


 






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



 


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



 


UPPER-TIER
REMIC


 


The
Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class X-EF, Class X-G, Class X-H, Class X-J, Class A-S, Class B, Class C, Class
D, Class E, Class F, Class G, Class H and Class J Certificates, each of which is a “regular interest” in the Upper-Tier
REMIC created hereunder. The Upper-Tier REMIC also will issue the


 






    -2-


     


    

 


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
GRANTOR TRUST


 


The
Class V Certificates shall represent undivided beneficial interests in the Grantor Trust consisting of the Class V Specific Grantor
Trust Assets as described herein. As provided herein, the Certificate Administrator shall not take any actions that would cause
the portion of the Trust Fund consisting of the Grantor Trust (i) to fail to maintain its status as a “grantor trust”
under federal income tax law or (ii) to be treated as part of any Trust REMIC.


 


THE
CERTIFICATES


 


The
following table (and related paragraphs) sets forth the designation, the pass-through rate (the “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 Certificates:


 





	Class
    of Certificates	 	Initial
    Pass-

    Through Rate	 	Original
    Certificate

    Balance or Notional

    Amount
	Class
    A-1 Certificates	 	1.9440	%	 	 	$35,482,000
	Class
    A-2 Certificates	 	3.1030	%	 	 	$105,724,000
	Class
    A-3 Certificates	 	3.7040	%	 	 	$28,449,000
	Class
    A-4 Certificates	 	3.5250	%	 	 	$120,000,000
	Class
    A-5 Certificates	 	3.7940	%	 	 	$188,138,000
	Class
    A-SB Certificates	 	3.6150	%	 	 	$47,561,000
	Class
    X-A Certificates	 	1.0474	%(1)	 	 	$525,354,000(2)
	Class
    X-B Certificates	 	0.3567	%(1)	 	 	$96,628,000(2)
	Class
    X-D Certificates	 	1.3000	%(1)	 	 	$37,525,000(2)
	Class
    X-EF Certificates	 	1.6000	%(1)	 	 	$17,825,000(2)
	Class
    X-G Certificates	 	1.6000	%(1)	 	 	$8,443,000(2)
	Class
    X-H Certificates	 	1.6000	%(1)	 	 	$7,505,000(2)
	Class
    X-J Certificates	 	1.6000	%(1)	 	 	$22,515,779
    (2)
	Class
    A-S Certificates	 	4.0179	%	 	 	$58,165,000
	Class
    B Certificates	 	4.3199	%	 	 	$38,463,000
	Class
    C Certificates	 	4.4949	%	 	 	$34,711,000
	Class
    D Certificates	 	3.1949	%	 	 	$37,525,000
	Class
    E Certificates	 	2.8949	%	 	 	$10,320,000
	Class
    F Certificates	 	2.8949	%	 	 	$7,505,000
	Class
    G Certificates	 	2.8949	%	 	 	$8,443,000
	Class
    H Certificates	 	2.8949	%	 	 	$7,505,000
	Class
    J Certificates	 	2.8949	%	 	 	$22,515,779
	Class
    R Certificates	 	None	(3)	 	 	       N/A
	Class
    V Certificates	 	None	(3)	 	 	       N/A




 






    -3-


     


    

 


 




		(1)	The
                                         Pass-Through Rate for the Class X-A, Class X-B, Class X-D, Class X-EF, Class X-G, Class
                                         X-H and Class X-J Certificates will be calculated in accordance with the definition of
                                         “Class X-A Pass-Through Rate”, “Class X-B Pass-Through Rate”,
                                         “Class X-D Pass-Through Rate”, “Class X-EF Pass-Through Rate”,
                                         “Class X-G Pass-Through Rate”, “Class X-H Pass-Through Rate”
                                         and “Class X-J Pass-Through Rate”, respectively.



 


		(2)	None
                                         of the Class X-A, Class X-B, Class X-D, Class X-EF, Class X-G, Class X-H and Class X-J
                                         will have a Certificate Balance; rather, such Classes will accrue interest as provided
                                         herein on the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D
                                         Notional Amount, the Class X-EF Notional Amount, the Class X-G Notional Amount, the Class
                                         X-H Notional Amount or the Class X-J Notional Amount, as applicable.



 


		(3)	Neither
                                         the Class R nor the Class V Certificates will have a Certificate Balance or a Notional
                                         Amount, bear interest or be entitled to distributions of Prepayment Premiums or Yield
                                         Maintenance Charges. Any Available Funds remaining in the Upper Tier REMIC Distribution
                                         Account, after all required distributions under this Agreement have been made to each
                                         Class of Regular Certificates will be deemed distributed to the Class UR Interest and
                                         shall be payable to the Holders of the Class R Certificates.



 


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 $750,506,780.


 


Each
of the Hilton Hawaiian Village Pari Passu Companion Loans, the Hilton Hawaiian Village Subordinate Companion Loans, the Quantum
Park Pari Passu Companion Loans, the Walmart Shadow Anchored Portfolio Pari Passu Companion Loan, the Potomac Mills Pari Passu
Companion Loans, the Potomac Mills Subordinate Companion Loans, the 1140 Avenue of the Americas Pari Passu Companion Loans, the
Fremaux Town Center Pari Passu Companion Loans, the Midwest Industrial Portfolio Pari Passu Companion Loan, the 80 Park Plaza
Pari Passu Companion Loans, the Redwood MHC Portfolio Pari Passu Companion Loans, the DoubleTree by Hilton Tempe Pari Passu Companion
Loan, and any AB Subordinate Companion Loan (each a “Companion Loan” and collectively, 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. As and to the extent provided herein, any Companion Loan (other than any Non-Serviced Companion
Loan) will be serviced and administered in accordance with this Agreement. 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.


 


The
Hilton Hawaiian Village Whole Loan consists of the Hilton Hawaiian Village Mortgage Loan, the Hilton Hawaiian Village Pari Passu
Companion Loans and the Hilton Hawaiian Village Subordinate Companion Loans. The Hilton Hawaiian Village Mortgage Loan and the
Hilton Hawaiian Village Pari Passu Companion Loans are pari passu with each other to the extent provided in the Hilton
Hawaiian Village Intercreditor Agreement, and the Hilton Hawaiian Village Subordinate Companion Loans are generally subordinate
to the Hilton Hawaiian Village Mortgage Loan and the Hilton Hawaiian Village Pari Passu Companion Loans. The Hilton Hawaiian Village
Mortgage Loan is part of the Trust Fund. The Hilton Hawaiian Village Pari Passu Companion Loans and the Hilton Hawaiian Village
Subordinate Companion Loans are not part of the Trust Fund. The Hilton Hawaiian Village Mortgage Loan, the Hilton Hawaiian Village
Pari Passu Companion Loans and the Hilton Hawaiian Village Subordinate Companion Loans will be serviced and administered in accordance
with the Hilton USA Trust 2016-HHV Trust and Servicing Agreement and the Hilton Hawaiian Village Intercreditor Agreement.


 


The
Quantum Park Whole Loan consists of the Quantum Park Mortgage Loan and the Quantum Park Pari Passu Companion Loan. The Quantum
Park Mortgage Loan and the


 






    -4-


     


    

 


Quantum Park Pari Passu Companion Loan are pari passu with each other. The Quantum Park Mortgage
Loan is part of the Trust Fund. The Quantum Park Pari Passu Companion Loan is not part of the Trust Fund. The Quantum Park Mortgage
Loan and the Quantum Park Pari Passu Companion Loan will be serviced and administered in accordance with this Agreement and the
Quantum Park Intercreditor Agreement.


 


The
Walmart Shadow Anchored Whole Loan consists of the Walmart Shadow Anchored Mortgage Loan and the Walmart Shadow Anchored Pari
Passu Companion Loan. The Walmart Shadow Anchored Mortgage Loan and the Walmart Shadow Anchored Pari Passu Companion Loan are
pari passu with each other. The Walmart Shadow Anchored Mortgage Loan is part of the Trust Fund. The Walmart Shadow Anchored
Pari Passu Companion Loan is not part of the Trust Fund. The Walmart Shadow Anchored Mortgage Loan and the Walmart Shadow Anchored
Pari Passu Companion Loan will be serviced and administered in accordance with the WFCM 2016-LC25 Pooling and Servicing Agreement
and the Walmart Shadow Anchored Intercreditor Agreement.


 


The
Potomac Mills Whole Loan consists of the Potomac Mills Mortgage Loan, the Potomac Mills Pari Passu Companion Loans and the Potomac
Mills Subordinate Companion Loans. The Potomac Mills Mortgage Loan and the Potomac Mills Pari Passu Companion Loans are pari
passu with each other to the extent provided in the Potomac Mills Intercreditor Agreement, and the Potomac Mills Subordinate
Companion Loans are generally subordinate to the Potomac Mills Mortgage Loan and the Potomac Mills Pari Passu Companion Loans.
The Potomac Mills Mortgage Loan is part of the Trust Fund. The Potomac Mills Pari Passu Companion Loans and the Potomac Mills
Subordinate Companion Loans are not part of the Trust Fund. The Potomac Mills Mortgage Loan, the Potomac Mills Pari Passu Companion
Loans and the Potomac Mills Subordinate Companion Loans will be serviced and administered in accordance with the CFCRE 2016-C6
Pooling and Servicing Agreement and the Potomac Mills Intercreditor Agreement.


 


The
1140 Avenue of the Americas Whole Loan consists of the 1140 Avenue of the Americas Mortgage Loan and the 1140 Avenue of the Americas
Pari Passu Companion Loans. The 1140 Avenue of the Americas Mortgage Loan and the 1140 Avenue of the Americas Pari Passu Companion
Loans are pari passu with each other. The 1140 Avenue of the Americas Mortgage Loan is part of the Trust Fund. The 1140
Avenue of the Americas Pari Passu Companion Loans are not part of the Trust Fund. The 1140 Avenue of the Americas Mortgage Loan
and the 1140 Avenue of the Americas Pari Passu Companion Loans will be serviced and administered in accordance with this Agreement
and the 1140 Avenue of the Americas Intercreditor Agreement.


 


The
Fremaux Town Center Whole Loan consists of the Fremaux Town Center Mortgage Loan and the Fremaux Town Center Pari Passu Companion
Loans. The Fremaux Town Center Mortgage Loan and the Fremaux Town Center Pari Passu Companion Loans are pari passu with
each other to the extent provided in the Fremaux Town Center Intercreditor Agreement. The Fremaux Town Center Mortgage Loan is
part of the Trust Fund. The Fremaux Town Center Pari Passu Companion Loans are not part of the Trust Fund. The Fremaux Town Center
Mortgage Loan and the Fremaux Town Center Pari Passu Companion Loans will be


 






    -5-


     


    

 


serviced and administered in accordance with this
Agreement and the Fremaux Town Center Intercreditor Agreement.


 


The
Midwest Industrial Portfolio Whole Loan consists of the Midwest Industrial Portfolio Mortgage Loan and the Midwest Industrial
Portfolio Pari Passu Companion Loan. The Midwest Industrial Portfolio Mortgage Loan and the Midwest Industrial Portfolio Pari
Passu Companion Loan are pari passu with each other. The Midwest Industrial Portfolio Mortgage Loan is part of the Trust
Fund. The Midwest Industrial Portfolio Pari Passu Companion Loan is not part of the Trust Fund. The Midwest Industrial Portfolio
Mortgage Loan and the Midwest Industrial Portfolio Pari Passu Companion Loan will be serviced and administered in accordance with
this Agreement and the Midwest Industrial Portfolio Intercreditor Agreement.


 


The
80 Park Plaza Whole Loan consists of the 80 Park Plaza Mortgage Loan and the 80 Park Plaza Pari Passu Companion Loans. The 80
Park Plaza Mortgage Loan and the 80 Park Plaza Pari Passu Companion Loans are pari passu with each other. The 80 Park Plaza
Mortgage Loan is part of the Trust Fund. The 80 Park Plaza Pari Passu Companion Loans are not part of the Trust Fund. The 80 Park
Plaza Mortgage Loan and the 80 Park Plaza Pari Passu Companion Loans will be serviced and administered in accordance with the
CGCMT 2016-C3 Pooling and Servicing Agreement and the 80 Park Plaza Intercreditor Agreement.


 


The
Redwood MHC Portfolio Whole Loan consists of the Redwood MHC Portfolio Mortgage Loan and the Redwood MHC Portfolio Pari Passu
Companion Loans. The Redwood MHC Portfolio Mortgage Loan and the Redwood MHC Portfolio Pari Passu Companion Loans are pari
passu with each other. The Redwood MHC Portfolio Mortgage Loan is part of the Trust Fund. The Redwood MHC Portfolio Pari Passu
Companion Loans are not part of the Trust Fund. The Redwood MHC Portfolio Mortgage Loan and the Redwood MHC Portfolio Pari Passu
Companion Loans will be serviced and administered in accordance with this Agreement and the Redwood MHC Portfolio Intercreditor
Agreement.


 


The
DoubleTree by Hilton Tempe Whole Loan consists of the DoubleTree by Hilton Tempe Mortgage Loan and the DoubleTree by Hilton Tempe
Pari Passu Companion Loan. The DoubleTree by Hilton Tempe Mortgage Loan and the DoubleTree by Hilton Tempe Pari Passu Companion
Loan are pari passu with each other to the extent provided in the DoubleTree by Hilton Tempe Intercreditor Agreement. The
DoubleTree by Hilton Tempe Mortgage Loan is part of the Trust Fund. The DoubleTree by Hilton Tempe Pari Passu Companion Loan is
not part of the Trust Fund. The DoubleTree by Hilton Tempe Mortgage Loan and the DoubleTree by Hilton Tempe Pari Passu Companion
Loan will be serviced and administered in accordance with this Agreement and the DoubleTree by Hilton Tempe Intercreditor Agreement.


 


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


 


Article
I



DEFINITIONS


 






    -6-


     


    

 


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).


 


“1140
Avenue of the Americas Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 29, 2016, by
and between the holders of the respective promissory notes evidencing the 1140 Avenue of the Americas Whole Loan, relating to
the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


“1140
Avenue of the Americas Mortgage Loan”: With respect to the 1140 Avenue of the Americas Whole Loan, the Mortgage Loan
that is included in the Trust Fund (identified as Mortgage Loan Number 6 on the Mortgage Loan Schedule), which is evidenced by
the promissory note designated as promissory note A-1 and is pari passu in right of payment with the 1140 Avenue of the
Americas Pari Passu Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided in the 1140
Avenue of the Americas Intercreditor Agreement.


 


“1140
Avenue of the Americas Mortgaged Property”: The Mortgaged Property that secures the 1140 Avenue of the Americas Whole
Loan.


 


“1140
Avenue of the Americas Pari Passu Companion Loans”: With respect to the 1140 Avenue of the Americas Whole Loan, the
Companion Loans evidenced by the related promissory notes designated as promissory notes A-2, A-3 and A-4 and made by the related
Mortgagor and secured by the Mortgage on the 1140 Avenue of the Americas Mortgaged Property, which are not included in the Trust
Fund and which are pari passu in right of payment to the 1140 Avenue of the Americas Mortgage Loan to the extent set forth
in the related Mortgage Loan documents and as provided in the 1140 Avenue of the Americas Intercreditor Agreement.


 


“1140
Avenue of the Americas Whole Loan”: The 1140 Avenue of the Americas Mortgage Loan, together with the 1140 Avenue of
the Americas Pari Passu Companion Loans, each of which is secured by the same Mortgage on the 1140 Avenue of the Americas Mortgaged
Property. References herein to the 1140 Avenue of the Americas Whole Loan shall be construed to refer to the aggregate indebtedness
under the 1140 Avenue of the Americas Mortgage Loan and the 1140 Avenue of the Americas Pari Passu Companion Loans.


 


“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.


 






    -7-


     


    

 


“30/360
Mortgage Loans”: The Mortgage Loans indicated as such in the Mortgage Loan Schedule.


 


“80
Park Plaza Intercreditor Agreement”: That certain Amended and Restated Co-Lender Agreement, dated as of October 26,
2016, by and between the holders of the respective promissory notes evidencing the 80 Park Plaza Whole Loan, relating to the relative
rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


“80
Park Plaza Mortgage Loan”: With respect to the 80 Park Plaza Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan Number 13 on the Mortgage Loan Schedule), which is evidenced by the promissory note designated as
promissory note A-4A, and is pari passu in right of payment with the 80 Park Plaza Pari Passu Companion Loans to the extent
set forth in the related Mortgage Loan documents and as provided in the 80 Park Plaza Intercreditor Agreement.


 


“80
Park Plaza Mortgaged Property”: The Mortgaged Property that secures the 80 Park Plaza Whole Loan.


 


“80
Park Plaza Pari Passu Companion Loans”: With respect to the 80 Park Plaza Whole Loan, the Companion Loans evidenced
by the related promissory notes designated as promissory notes A-1, A-2, A-3 and A-4B made by the related Mortgagor and secured
by the Mortgage on the 80 Park Plaza Mortgaged Property, which are not included in the Trust and which are generally pari passu
in right of payment to the 80 Park Plaza Mortgage Loan to the extent set forth in the related Mortgage Loan documents and
as provided in the 80 Park Plaza Intercreditor Agreement.


 


“80
Park Plaza Whole Loan”: The 80 Park Plaza Mortgage Loan, together with the 80 Park Plaza Pari Passu Companion Loans,
each of which is secured by the same Mortgage on the 80 Park Plaza Mortgaged Property. References herein to the 80 Park Plaza
Whole Loan shall be construed to refer to the aggregate indebtedness under the 80 Park Plaza Mortgage Loan and the 80 Park Plaza
Pari Passu Companion Loans.


 


“AB
Control Appraisal Period”: With respect to a Serviced AB Whole Loan, a “Control Appraisal Period” or equivalent
term under the related Intercreditor Agreement. For the avoidance of doubt, there is no Serviced AB Whole Loan related to the
Trust.


 


“AB
Intercreditor Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and
the holder of the related Mortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the
same may be further amended in accordance with the terms thereof. As of the Closing Date, Hilton Hawaiian Village Intercreditor
Agreement and the Potomac Mills Intercreditor Agreement shall be the only AB Intercreditor Agreements related to the Trust.


 


“AB
Modified Loan”: Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition
any Non-Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant
to the related Non-Serviced PSA) due to a modification thereto that resulted in the creation of an A/B note structure (or similar
structure) and as to which the new junior note(s) did not previously exist or the principal


 






    -8-


     


    

 


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 Hilton Hawaiian Village Mortgage Loan and the Potomac Mills Mortgage Loan
shall be the only AB Mortgage Loans in the Trust.


 


“AB
Mortgaged Property”: The Mortgaged Property which secures the related AB Whole Loan. As of the Closing Date, the Hilton
Hawaiian Village Mortgaged Property and the Potomac Mills Mortgaged Property shall be the only AB Mortgaged Properties related
to the Trust.


 


“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. As of the Closing Date, the Hilton Hawaiian Village
Subordinate Companion Loans and the Potomac Mills Subordinate Companion Loans shall be the only AB Subordinate Companion Loans
related to the Trust.


 


“AB
Whole Loan”: A Whole Loan that consists of a Mortgage Loan and a related AB Subordinate Companion Loan. As of the Closing
Date, the Hilton Hawaiian Village Whole Loan and the Potomac Mills Whole Loan shall be the only AB Whole Loans related to the
Trust.


 


“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 Master Servicer (with respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect to a Specially
Serviced Loan), as applicable, has determined (with, prior to the occurrence and continuance of a Control Termination Event and
other than with respect to any Excluded Loan, the consent of the Directing Certificateholder or, 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 the extent required under the related Intercreditor


 






    -9-


     


    

 


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


 


“Act”:
The Securities Act of 1933, as it may be amended from time to time.


 


“Actual/360
Basis”: Interest accrual on the basis of the actual number of days in a month assuming a 360-day year.


 


“Actual/360
Mortgage Loans”: The Mortgage Loans, to the extent indicated as such in the Mortgage Loan Schedule.


 


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


 


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


 


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


 


“Additional
Form 10-D Disclosure”: As defined in Section 11.04(a).


 


“Additional
Form 10-K Disclosure”: As defined in Section 11.05(a).


 


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicer or any Mortgage Loan Seller that services any
of the Mortgage Loans and each Person who is not an Affiliate of the Master Servicer, other than the Special Servicer, who services
10% or more of the Mortgage Loans by unpaid principal balance as of any date of determination pursuant to Article XI.


 






    -10-


     


    

 


“Administrative
Cost 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.


 


“Advance”:
Any P&I Advance or Servicing Advance.


 


“Adverse
REMIC Event”: As defined in Section 10.01(f).


 


“Affected
Party”: As defined in Section 7.01(b).


 


“Affected
Reporting Party”: As defined in Section 11.12.


 


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


 


“Affirmative
Asset Review Vote”: As defined in Section 12.01(a).


 


“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.


 


“Anticipated
Repayment Date”: With respect to any ARD Loan, the date upon which such ARD Loan commences accruing interest at the
Revised Rate.


 


“Applicable
Laws”: As defined in Section 8.15.


 


“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.


 






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“Appraisal
Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced
Companion Loan, or Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by
the Special Servicer (prior to the occurrence and continuance of a Consultation Termination Event and only with respect to any
Mortgage Loan or Whole Loan other than an Excluded Loan) in consultation with the Directing Certificateholder, and, after the
occurrence and during the continuance of a Control Termination Event, in consultation with the Directing Certificateholder (only
with respect to a Mortgage Loan or Whole Loan other than 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 reasonably necessary
to calculate the Appraisal Reduction Amount) or conducts a valuation 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 any Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such
Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance equal to or in excess of $2,000,000
(the costs of which shall be paid by the Master Servicer as an Advance) or (2) by an internal valuation performed by the Special
Servicer (or at the Special Servicer’s election, by one or more MAI appraisals obtained by the Special Servicer) with respect
to any Mortgage Loan (together with any other Mortgage Loan cross collateralized with such Mortgage Loan) or Serviced Whole Loan,
as the case may be, with an outstanding principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward
adjustments as the Special Servicer may make (without implying any obligation to do so) based upon its review of the Appraisal
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


 






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Appraisal Reduction Event (or with respect to the Appraisal Reduction Events set forth in clauses (i)
and (vi) of the definition of Appraisal Reduction Event, within one hundred twenty (120) days (in the case of clause
(i)) or ninety (90) days or one hundred twenty (120) days, as applicable (in case of clause (vi)) after the initial
delinquency for the related 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 by the Special Servicer and the Appraisal Reduction Amount is calculated
as of the first Determination Date that is at least ten (10) Business Days thereafter. 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,
however, that in no event shall the Special Servicer be required to order 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 Directing Certificateholder (but
only prior to the occurrence of a Consultation Termination Event), the Certificate Administrator and the Trustee. In connection
with any Appraisal Reduction Amount, the Master Servicer shall provide the Special Servicer with the information as set forth
in Section 4.05(c) within four (4) 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 shall be calculated by the applicable party under and in accordance
with and pursuant to the terms of the applicable Non-Serviced PSA, and 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


 






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application of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such
Mortgage Loan or 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 or 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 or 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 or Serviced Companion Loan or Serviced Whole Loan, as applicable, except where a refinancing is anticipated within one hundred
twenty (120) days after the Maturity Date of the Mortgage Loan or 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 or
Serviced Companion Loan or Serviced Whole Loan, as applicable, becomes an REO Loan; provided that the thirty (30) day period
referenced in clauses (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, and the Operating Advisor, or the Master Servicer shall notify the
Special Servicer and the Operating Advisor, 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 (other than a Non-Serviced 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).


 


“ARD
Loan”: Any Mortgage Loan that is identified on the Mortgage Loan Schedule as having an Anticipated Repayment Date and
Revised Rate.


 






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“Asset
Representations Reviewer”: Trimont Real Estate Advisors, LLC, a Georgia limited liability company, and its successors-in-interest.


 


“Asset
Representations Reviewer Asset Review Fee”: As defined in Section 12.02(b).


 


“Asset
Representations Reviewer Fee”: As defined in Section 12.02(a).


 


“Asset
Representations Reviewer Fee Rate”: As defined in Section 12.02(a).


 


“Asset
Representations Reviewer Termination Event”: As defined in Section 12.05(a).


 


“Asset
Representations Reviewer Upfront Fee”: As defined in Section 12.02(a).


 


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


 


“Asset
Review Notice”: As defined in Section 12.01(a).


 


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


 


“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 REO Loans (or a portion of any
REO 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) 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


 






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of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held
by the Trust as of the end of the applicable Collection Period.


 


“Asset
Review Vote Election”: As defined in Section 12.01(a).


 


“Asset
Status Report”: As defined in Section 3.19(d).


 


“Assignment”
and “Assignments”: Each as defined in Section 2.01(c).


 


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


 


“Assignment
of Mortgage”: With respect to any Mortgaged Property, an assignment of Mortgage without recourse, notice of transfer
or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction in which the related Mortgaged
Property is located to reflect of record the assignment of the Mortgage, which assignment, notice of transfer or equivalent instrument
may be in the form of one or more blanket assignments covering Mortgages encumbering Mortgaged Properties located in the same
jurisdiction, if permitted by law and acceptable for recording.


 


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


 


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


 


“Available
Funds”: With respect to any Distribution Date, an amount equal to the sum of (without duplication):


 






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(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 the Collection Account pursuant to Section 3.05(g) of this Agreement)
and any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited by
the Master Servicer pursuant to Section 3.17(a)) on deposit in the Collection Account (in each case, exclusive of any amount
on deposit in or credited to any portion of the Collection Account that is held for the benefit of the Companion Holders) as of
the close of business on the related P&I Advance Date, exclusive of (without duplication):


 


(i)         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)        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)       (A)
all amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (xviii),
inclusive, and (xxi) 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)       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)        all
Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Class V Certificates);


 


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


 


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


 






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(viii)     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 Account allocable to
the Mortgage Loans to the Collection Account for such Distribution Date pursuant to Section 3.14(c);


 


(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 Loans and the Distribution Date (net of the related Certificate Administrator Fee, Operating Advisor Fee, Asset Representations
Reviewer Fee, and CREFC® Intellectual Property Royalty License Fee with respect to the Mortgage Loans for which
such P&I Advances are made) pursuant to Section 4.03 or Section 7.05;


 


(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); and


 


(e)           the
Gain-on-Sale Remittance Amount for such Distribution Date.


 


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


 


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


 


“Balloon
Payment”: With respect to any Balloon Mortgage Loan, as of any date of determination, the Periodic Payment payable on
the Maturity Date of such Balloon Mortgage Loan.


 


“Bankruptcy
Code”: The federal Bankruptcy Code, as amended from time to time (Title 11 of the United States Code).


 


“Barclays”:
Barclays Bank PLC, a public limited company registered in England and Wales, and its successors in interest.


 


“Base
Interest Fraction”: As defined in Section 4.01(d).


 


“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.


 






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“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 Florida, Maryland, North Carolina,
New York, California or the city and state in which the Corporate Trust Office of the Trustee or the Certificate Administrator,
or the principal place of business or principal commercial mortgage loan servicing office of the Master Servicer or the Special
Servicer is 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 2016-C37, as executed and delivered by
the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


“Certificate
Administrator”: Wells Fargo Bank, 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. Wells Fargo Bank, National Association shall perform the certificate administrator role through its Corporate Trust
Services division.


 


“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 0.00800%
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.


 






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“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 and Class V 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 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 the 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


 






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respect 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 or 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 be required to recognize as a “Holder” or “Certificateholder” only the Person
in whose name a Certificate is registered in the Certificate Register. The Trustee shall be the Holder of the Lower-Tier Regular
Interests for the benefit of the Certificateholders.


 


“Certificateholder
Quorum”: The Holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the
application of Realized Losses and, other than with respect to the termination of the Asset Representations Reviewer, the application
of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal Balance
Certificates on an aggregate basis.


 


“Certificateholder
Repurchase Request”: As defined in Section 2.03(k)(i).


 


“Certification
Parties”: As defined in Section 11.06.


 


“Certification
Party”: Any one of the Certification Parties.


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


“CFCRE
2016-C6 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of November 1, 2016, between
CCRE Commercial Mortgage Securities, L.P., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital
Advisors, LLC, as special servicer, AEGON USA Realty Advisors, LLC, as Potomac Mills special servicer, Wilmington Trust, National
Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian, Park
Bridge Lender Services LLC, as operating advisor, and Park Bridge Lender Services LLC, as asset representations reviewer, as from
time to time amended, supplemented or modified relating to


 






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the issuance of the CFCRE 2016-C6 Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2016-C6.


 


“CGCMT
2016-C3 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of November 1, 2016, by and
among Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, Rialto Capital Advisors, LLC, as special servicer, Trimont Real Estate Advisors, LLC, as operating advisor
and asset representations reviewer, Citibank, N.A., as certificate administrator and Deutsche Bank Trust Company Americas, as
trustee, as from time to time amended, supplemented or modified relating to the issuance of the Citigroup Commercial Mortgage
Trust 2016-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3.


 


“Class”:
With respect to any Certificates or the Lower-Tier Regular Interests, all of the Certificates bearing the same alphabetical (and,
if applicable, numerical) Class designation and each designated Lower-Tier Regular Interest.


 


“Class
A Certificate”: Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB 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 1.9440%.


 


“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 3.1030%.


 


“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 3.7040%.


 


“Class
A-4 Certificate”: A Certificate designated as “Class A-4” 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-4 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.5250%.


 






    -22-


     


    

 


“Class
A-5 Certificate”: A Certificate designated as “Class A-4” 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-5 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.7940%.


 


“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 (i) the Weighted Average
Net Mortgage Rate for such Distribution Date minus (ii) 0.4770%.


 


“Class
A-SB Certificate”: A Certificate designated as “Class A-SB” 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-SB Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.6150%.


 


“Class
A-SB Planned Principal Balance”: With respect to any Distribution Date, the planned principal amount for such Distribution
Date specified in Schedule 2 hereto relating to the Class A-SB Certificates.


 


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


 


“Class
B Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to (i) the Weighted Average
Net Mortgage Rate for such Distribution Date minus (ii) 0.1750%.


 


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


 


“Class
C Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the 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 for purposes of the REMIC Provisions.


 


“Class
D Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to (i) the Weighted Average
Net Mortgage Rate for such Distribution Date minus (ii) 1.3000%.


 






    -23-


     


    

 


“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 for purposes of the REMIC Provisions.


 


“Class
E Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to (i) the Weighted Average
Net Mortgage Rate for such Distribution Date minus (ii) 1.6000%.


 


“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 for purposes of the REMIC Provisions.


 


“Class
F Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to (i) the Weighted Average
Net Mortgage Rate for such Distribution Date minus (ii) 1.6000%.


 


“Class
G Certificate”: A Certificate designated as “Class G” 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
G Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to (i) the Weighted Average
Net Mortgage Rate for such Distribution Date minus (ii) 1.6000%.


 


“Class
H Certificate”: A Certificate designated as “Class H” 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
H Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to (i) the Weighted Average
Net Mortgage Rate for such Distribution Date minus (ii) 1.6000%.


 


“Class
J Certificate”: A Certificate designated as “Class J” 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
J Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to (i) the Weighted Average
Net Mortgage Rate for such Distribution Date minus (ii) 1.6000%.


 


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


 


“Class
LA2 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original 



 






    -24-


     


    

 


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
LA4 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
LA5 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
LASB 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.


 






    -25-


     


    

 


“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
LG 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
LH 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
LJ Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.


 


“Class
LR Interest”: The uncertificated residual interest in the Lower-Tier REMIC, represented by the Class R Certificates.


 


“Class
R Certificate”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-2 hereto, and evidencing the sole Class of “residual interests” in each Trust REMIC for purposes of the REMIC Provisions.


 


“Class
V Certificate”: Each of the Certificates executed and authenticated by the Certificate Administrator in substantially
the form set forth in Exhibit A-3 and designated as a Class V Certificate, and evidencing undivided beneficial ownership
of the Class V Specific Grantor Trust Assets.


 


“Class
V Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of any Excess Interest, the Excess Interest
Distribution Account and the proceeds thereof.


 


“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-EF, Class X-G, Class X-H and Class X-J 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 for purposes of the REMIC Provisions.


 


“Class
X-A Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A Certificates
(other than the Class A-S Certificates).


 






    -26-


     


    

 


“Class
X-A Pass-Through Rate”: The Pass-Through Rate for Class X-A 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 weighted average of the Pass-Through
Rates on the Class A Certificates (other than the Class A-S Certificates) for such Distribution Date, weighted on the basis of
their respective Certificate Balances immediately prior to the 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 for purposes of the REMIC Provisions.


 


“Class
X-B Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A-S and
Class B Certificates.


 


“Class
X-B Pass-Through Rate”: The Pass-Through Rate for Class X-B 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 weighted average of the Pass-Through
Rates 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”: With respect to any Distribution Date, a fixed per annum rate equal to 1.3000%.


 


“Class
X-EF Certificate”: A Certificate designated as “Class X-EF” 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-EF Notional Amount”: As of any date of determination, the aggregate Certificate Balance of the Class E and Class F
Certificates.


 


“Class
X-EF Pass-Through Rate”: With respect to any Distribution Date, a fixed per annum rate equal to 1.6000%.


 


“Class
X-G Certificate”: A Certificate designated as “Class X-G” 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.


 






    -27-


     


    

 


“Class
X-G Notional Amount”: As of any date of determination, the Certificate Balance of the Class G Certificates.


 


“Class
X-G Pass-Through Rate”: With respect to any Distribution Date, a fixed per annum rate equal to 1.6000%.


 


“Class
X-H Certificate”: A Certificate designated as “Class X-H” 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-H Notional Amount”: As of any date of determination, the Certificate Balance of the Class H Certificates.


 


“Class
X-H Pass-Through Rate”: With respect to any Distribution Date, a fixed per annum rate equal to 1.6000%.


 


“Class
X-J Certificate”: A Certificate designated as “Class X-J” 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-J Notional Amount”: As of any date of determination, the Certificate Balance of the Class J Certificates.


 


“Class
X-J Pass-Through Rate”: With respect to any Distribution Date, a fixed per annum rate equal to 1.6000%.


 


“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, société anonyme or any successor thereto.


 


“Closing
Date”: December 22, 2016.


 


“CMBS”:
Commercial mortgage-backed securities.


 


“Code”:
The Internal Revenue Code of 1986, as amended from time to time, and applicable final or temporary regulations of the U.S. Department
of the Treasury issued pursuant thereto.


 


“Collateral
Deficiency Amount” With respect to any AB Modified Loan as of any date of determination, 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 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 to)


 






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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)) held by the lender in respect of such AB Modified Loan as of the date of such determination. The Special Servicer or
the Master Servicer, as the case may be, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively
rely on the Special Servicer’s or the Master Servicer’s, as the case may be, calculation or determination of any Collateral
Deficiency Amount.


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Wells Fargo Bank,
National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of
the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series
2016-C37, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor
Agreement and taking into account that each 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 related Companion Holder,
to the extent funds on deposit in such subaccount are attributed to such Companion Loans and shall not be an asset of the Trust,
any Trust REMIC or the Grantor Trust.


 


“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 Companion Holders, which shall be entitled
“Wells Fargo Bank, National Association, as Companion Paying Agent, for the benefit of the Companion Holders of the Companion
Loans, relating to the Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37,
Companion Distribution Account”. The Companion Distribution Account shall not be an asset of the Trust, any Trust REMIC
or the Grantor Trust, but instead shall be held by the Companion Paying Agent on behalf of the Companion Holders. Any such account
shall be an Eligible Account.


 






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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.


 


“Companion
Loan(s)”: As defined in the Preliminary Statement.


 


“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”: 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) 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 any Non-Serviced Mortgage Loans), Serviced Pari Passu Companion Loan and REO Loan for which Servicing Fees are being paid
to the Master Servicer for such Collection Period, calculated at a rate of 0.00250% 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, the related Serviced Pari Passu Companion Loan)
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) or any related Serviced Pari Passu Companion Loan, as applicable,
subject to such prepayment. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest
Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the
Master Servicer’s allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms
of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage Loan, (W) subsequent
to a default under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Loan, (X) pursuant to applicable
law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such Principal Prepayment
in accordance with the Servicing Standard, (Y) at the request or with the consent of the Special Servicer or, so long as no Control
Termination Event has occurred and is continuing, and only with respect to Mortgage Loans other than Excluded Loans, 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


 






    -30-


     


    

 


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.


 


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.


 


“Consultation
Termination Event”: At any date at which (i) no Class of Control Eligible Certificates exists where such Class’s
aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without
regard to the application of any Cumulative Appraisal Reduction Amounts or (ii) a Holder of the Class E Certificates is the majority
Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling
Class Certificateholder, and such rights have not been reinstated to a successor controlling class certificateholder pursuant
to Section 3.23(l); provided that no Consultation Termination Event resulting solely from the operation of clause
(ii) shall be deemed to have existed or be in continuance with respect to a successor Holder of Class E Certificates that
has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder; provided
that a Consultation Termination Event shall not be deemed continuing in the event that the Certificate Balances of the 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 E, Class F, Class G, Class H and Class J Certificates.


 


“Control
Termination Event”: The occurrence of (i) the Certificate Balance of the Class E Certificates (taking into account the
application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance
with Section 4.05(a)) being reduced to less than 25% of the Original Certificate Balance of such Class or (ii) a Holder
of the Class E Certificates becoming the majority Controlling Class Certificateholder and has irrevocably waived its right, in
writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to
a successor controlling class certificateholder pursuant to Section 3.23(l); provided that a Control Termination
Event shall not be deemed continuing in the event that the Certificate Balances of the Certificates other than the Control Eligible
Certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans.


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has an aggregate Certificate Balance as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such
Class in accordance with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class; provided,
however, that if at any time the Certificate Balances of the


 






    -31-


     


    

 


Certificates other than the Control Eligible Certificates
have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then the Controlling Class
shall be the most subordinate Class among the Control Eligible Certificates that has a Certificate Balance greater than zero without
regard to any Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class J Certificates.


 


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


 


“Conveyed
Property”: As defined in Section 2.01(a).


 


“Corporate
Trust Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any
particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of
the execution of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Center, 600
South 4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479-0113; (ii) with respect to the
Trustee at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee WFCM 2016-C37; and (iii) for all other
purposes, to the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services
(CMBS), WFCM Commercial Mortgage Securities Trust 2016-C37, telecopy number (410) 715-2380.


 


“Corrected
Loan”: Any Specially Serviced Loan that has become current and remained current for three (3) consecutive Periodic Payments
(for such purposes taking into account any modification or amendment of the related Mortgage Loan or Companion Loan, as applicable,
whether by a consensual modification or in connection with a bankruptcy, insolvency or similar proceeding involving the Mortgagor),
and (provided that no other Servicing Transfer Event has occurred with respect to such Mortgage Loan or Companion Loan
during such preceding three (3) months, no additional default is foreseeable in the reasonable judgment of the Special Servicer
and no other event or circumstance exists that causes such Mortgage Loan or Companion Loan, as applicable, to otherwise constitute
a Specially Serviced Loan) the servicing of which the Special Servicer has returned to the Master Servicer pursuant to Section
3.19(a).


 


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


 


“CREFC®
Advance Recovery Report”: The monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Advance


 






    -32-


     


    

 


Recovery Report” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from
time to time be approved by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Historical Liquidation Loss Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Historical Liquidation Loss Template” available and effective from time to time
on the CREFC® Website.


 






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


 


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


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan and REO Loan, a rate equal
to 0.0005% per annum.


 


“CREFC®
Interest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information
called for in, the downloadable form of the “Interest Shortfall Reconciliation Template” available and effective from
time to time on the CREFC® Website.


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time
as the “CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor
Reporting Package contains eight electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic
Update File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC® Collateral
Summary File, (6) CREFC® Financial File, (7) CREFC® Special Servicer Loan File and (8) CREFC®
Schedule AL File) and nine surveillance reports ((1) CREFC® Servicer Watch List, (2) CREFC®
Delinquent Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC® Comparative Financial Status
Report, (5) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (6) CREFC®
Operating Statement Analysis Report, (7) CREFC® NOI Adjustment Worksheet, (8) CREFC® Loan
Level Reserve/LOC Report and (9) with respect to Mortgage Loans that have a Companion Loan, as applicable, the CREFC®
Total Loan Report). In addition, the CREFC® Investor Reporting Package shall include the CREFC®
Advance Recovery Report. In addition, the CREFC® Investor Reporting Package shall include the following nine
templates: (1) CREFC® Appraisal Reduction Template, (2) CREFC® Servicer Realized Loss Template,
(3) CREFC® Reconciliation of Funds Template, (4) CREFC® Historical Bond/Collateral Realized Loss
Reconciliation Template, (5) CREFC® Historical Liquidation Loss Template, (6) CREFC® Interest Shortfall
Reconciliation Template, (7) CREFC® Loan Modification Report, (8) CREFC® Loan Liquidation Report
and (9) CREFC® REO Liquidation Report. The CREFC® Investor Reporting Package shall be substantially
in the form of, and containing the information


 






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called for in, the downloadable forms of the “CREFC® IRP”
available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information
and containing such additional information or reports as may from time to time be approved by the CREFC® for commercial
mortgage-backed securities transactions generally. For the purposes of the production of the CREFC® Comparative
Financial Status Report by the Master Servicer or the Special Servicer of any such report that is required to state information
for any period prior to the Cut-off Date, the Master Servicer or the Special Servicer, as the case may be, may conclusively rely
(without independent verification), absent manifest error, on information provided to it by the Mortgage Loan Sellers or by the
related Mortgagor or (x) in the case of such a report produced by the Master Servicer, by the Special Servicer (if other than
the Master Servicer or an Affiliate thereof) and (y) in the case of such a report produced by the Special Servicer, by the Master
Servicer (if other than the Special Servicer or an Affiliate thereof).


 


“CREFC®
License Agreement”: The License Agreement, in the form set forth on the website of CREFC® on the
Closing Date, relating to the use of the CREFC® trademarks and trade names.


 


“CREFC®
Loan Level Reserve/LOC Report”: The monthly report in the “CREFC® Loan Level Reserve/LOC
Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or
such other form for the presentation of such information as may be approved from time to time by the CREFC® for
commercial mortgage securities transactions generally.


 


“CREFC®
Loan Liquidation Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Loan Liquidation Report” available and effective from time to time on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from
time to time be recommended by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Loan Modification Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Loan Modification Report” available and effective from time to time on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from
time to time be recommended by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Loan Periodic Update File”: The data file in the “CREFC® Loan Periodic Update File”
format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form
for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


 


 


“CREFC®
Loan Setup File”: The data file in the “CREFC® Loan Setup File” format substantially
in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation
of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions
generally.


 






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“CREFC®
NOI Adjustment Worksheet”: The worksheet in the “NOI Adjustment Worksheet” format substantially in
the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation
of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions
generally.


 


“CREFC®
Operating Statement Analysis Report”: The report in the “Operating Statement Analysis Report” format
substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for
the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


 


“CREFC®
Property File”: The data file in the “CREFC® Property File” format substantially in
the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation
of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions
generally.


 


“CREFC®
Reconciliation of Funds Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Reconciliation of Funds Template” available and effective from time to time
on the CREFC® Website, or such other form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CREFC® for commercial mortgage securities transactions
generally.


 


“CREFC®
REO Liquidation Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “REO Liquidation Report” available and effective from time to time on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from
time to time be recommended by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
REO Status Report”: The monthly report in the “REO Status Report” format substantially in the form
of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information
as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Schedule AL File”: The data file in the “Schedule AL File” format substantially in the form of and containing
the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may
be approved from time to time by the CREFC® for commercial mortgage securities transactions generally; provided that the Depositor shall confirm in writing to the Master Servicer and the Certificate Administrator that any change
to such “Schedule AL File” format complies with all requirements of Item 1125 of Regulation AB.


 


“CREFC®
Servicer Realized Loss Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Servicer Realized Loss Template” available and effective from time to time on
the CREFC® Website.


 


“CREFC®
Servicer Watch List”: A monthly report, as of each Determination Date, including and identifying each Non-Specially
Serviced Loan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the
CREFC® in the “CREFC®


 






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Servicer Watch List” format substantially in the form of and containing
the information called for therein for the Mortgage Loans, or such other form (including other portfolio review guidelines) for
the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


 


“CREFC®
Special Servicer Loan File”: The data file in the “CREFC® Special Servicer Loan File”
format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form
for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


 


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


 


“CREFC®
Website”: The CREFC® Website located at “www.crefc.org” or such other primary website
as the CREFC® may establish for dissemination of its report forms.


 


“Cross-Over
Date”: The Distribution Date on which the Certificate Balances of the Subordinate Certificates have all previously been
reduced to zero as a result of the allocation of Realized Losses to such Certificates.


 


“Crossed
Mortgage Loan Group”: With respect to (i) any mortgage loan that consists of more than one commercial mortgage loan,
the underlying group of loans that are cross-collateralized and cross-defaulted with each other and (ii) any two or more individual
mortgage loans that are cross-collateralized and cross-defaulted with each other, such cross-collateralized and cross-defaulted
mortgage loans. For the avoidance of doubt, the Mortgage Loans secured by the Mortgaged Properties identified as The Hamptons
and Park Pointe constitute a Crossed Mortgage Loan Group under this Agreement.


 


“Crossed
Underlying Loan”: With respect to any Crossed Mortgage Loan Group, a mortgage loan that is cross-collateralized and
cross-defaulted with one or more other mortgage loans within such Crossed Mortgage Loan Group. For the avoidance of doubt, each
of the Mortgage Loans secured by the Mortgaged Properties identified as The Hamptons and Park Pointe is a Crossed Underlying Loan
under this Agreement.


 


“Crossed
Underlying Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not
all) of the Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed
Mortgage Loan Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying
Loans” and the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the
“remaining Crossed Underlying Loans”) (i) the debt service coverage ratio for all the remaining Crossed Underlying
Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall


 






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not be less than the
least of (a) 0.10x below the debt service coverage ratio for the Crossed Mortgage Loan Group (including the affected Crossed Underlying
Loan(s)) set forth in Annex A-1 to the Prospectus, (b) the debt service coverage ratio for the Crossed Mortgage Loan Group (including
the affected Crossed Underlying Loan(s)) for the four preceding calendar quarters preceding the repurchase or replacement and
(c) 1.25x, (ii) the loan-to-value ratio for all the remaining Crossed Underlying Loans determined at the time of repurchase or
substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall
not be greater than the greatest of (a) the loan-to-value ratio, expressed as a whole number percentage (taken to one decimal
place), for the entire Crossed Mortgage Loan Group, (including the affected Crossed Underlying Loan(s)) set forth in Annex A-1
to the Prospectus plus 10%, (b) the loan-to-value ratio, expressed as a whole number percentage (taken to one decimal place),
for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s) at the time of repurchase or
substitution, and (c) 75%, (iii) the related Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate
Administrator with an Opinion of Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying
Loan shall not cause an Adverse REMIC Event, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying Loan
to become not cross-collateralized and cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase
or substitution or otherwise forbears from exercising enforcement rights against the Primary Collateral for any Crossed Underlying
Loan(s) remaining in the Trust (while the Trust forbears from exercising enforcement rights against the Primary Collateral for
the Mortgage Loan removed from the Trust) and (v) (other than with respect to any Excluded Loan) unless a Control Termination
Event has occurred and is continuing, the Directing Certificateholder shall have consented to the repurchase or substitution of
the affected Crossed Underlying Loan, which consent shall not be unreasonably withheld, conditioned or delayed.


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination for any Mortgage Loan, the sum of (i) all Appraisal Reduction
Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The Master
Servicer and the Certificate Administrator shall be entitled to conclusively rely on the Special Servicer’s calculation
or determination of any Cumulative Appraisal Reduction Amount with respect to a Mortgage Loan (other than a Non-Serviced Mortgage
Loan). With respect to a Non-Serviced Mortgage Loan, the Special Servicer and the Certificate Administrator will be entitled to
conclusively rely on the applicable Non-Serviced Special Servicer’s calculation of any Appraisal Reduction Amount with respect
to such Non-Serviced Mortgage Loan and on the Master Servicer’s calculation or determination of any Collateral Deficiency
Amount with respect to any such Non-Serviced Mortgage Loan that is an AB Modified Loan.


 


“Cure/Contest
Period”: As defined in Section 12.01(b)(vii).


 


“Custodial
Exception Report”: As defined in Section 2.02(b).


 


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which Person shall not be the Depositor, any of the Mortgage Loan Sellers or (except to the extent Wells Fargo Bank, National
Association is the Custodian) an Affiliate of any of them. The Certificate Administrator shall be


 






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the initial Custodian. Wells
Fargo Bank, National Association will perform its duties as Custodian hereunder through its Document Custody division.


 


“Cut-off
Date”: With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in December 2016, or with respect
to any Mortgage Loan that has its first Due Date in January 2017, the date that would have otherwise been the related Due Date
in December 2016.


 


“Cut-off
Date Balance”: With respect to any Mortgage Loan, the outstanding principal balance of such Mortgage Loan, as of the
Cut-off Date, after application of all payments of principal due on or before such date, whether or not received.


 


“DBRS”:
DBRS, Inc., and its successors in interest. If neither DBRS nor any successor remains in existence, “DBRS” shall be
deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Certificateholder and the Special Servicer and specific ratings of DBRS herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 


“Default
Interest”: With respect to any Mortgage Loan or Companion Loan and any Collection Period, all interest accrued in respect
of such Mortgage Loan or Companion Loan during such Collection Period provided for in the related Mortgage Note or Mortgage as
a result of a default (exclusive of late payment charges) that is in excess of interest at the related Mortgage Rate accrued on
the unpaid principal balance of such Mortgage Loan or Companion Loan outstanding from time to time.


 


“Defaulted
Loan”: A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent at
least sixty (60) days in respect of its Periodic Payments (other than a Balloon Payment) or delinquent in respect of its Balloon
Payment, if any; provided that in respect of a Balloon Payment, such period will be 120 days if the related Mortgagor has
provided the Master Servicer or Special Servicer, as applicable, with a written and fully executed commitment or otherwise binding
application for refinancing of the related Mortgage Loan from an acceptable lender reasonably satisfactory in form and substance
to the Master Servicer or Special Servicer, as applicable; and, in either case, such delinquency is to be determined without giving
effect to any Grace Period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration of payments
under the related Mortgage and Mortgage Note or (ii) as to which the Special Servicer has, by written notice to the related Mortgagor,
accelerated the maturity of the indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt, a defaulted Companion
Loan does not constitute a “Defaulted Loan”.


 


“Defeasance
Accounts”: As defined in Section 3.18(j).


 


“Defect”:
As defined in Section 2.02(f).


 


“Deficient
Exchange Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and
Additional


 






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Servicer retained by it (other than an Initial Sub-Servicer), any item (x) regarding such party, (y) prepared by such
party or any registered public accounting firm, attorney or other agent retained by such party to prepare such information and
(z) delivered by or on behalf of such party pursuant to the delivery requirements under Article XI of this Agreement that
does not conform to the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and
the rules and regulations promulgated thereunder.


 


“Deficient
Valuation”: With respect to any Mortgage Loan or Serviced Whole Loan, as applicable, a valuation by a court of competent
jurisdiction of the related Mortgaged Property in an amount less than the then outstanding principal balance of such Mortgage
Loan or Serviced Whole Loan which valuation results from a proceeding initiated under the Bankruptcy Code.


 


“Definitive
Certificate”: Any Certificate in definitive, fully registered form without interest coupons. Initially, the Class R
Certificates, Class V Certificates and any Certificate issued pursuant to Section 5.02(c) and Section 5.02(d) shall
be Definitive Certificates.


 


“Delinquent
Loan”: A Mortgage Loan that is delinquent at least sixty (60) days in respect of its Periodic Payments or Balloon Payment,
if any, in either case such delinquency to be determined without giving effect to any Grace Period.


 


“Denomination”:
With respect to any Certificate or any beneficial interest in a Certificate the amount (i) (a) set forth on the face thereof,
(b) set forth on a schedule attached thereto or (c) in the case of any beneficial interest in a Book-Entry Certificate, the interest
of the related Certificate Owner in the applicable Class of Certificates as reflected on the books and records of the Depository
or related Depository Participant, as applicable, (ii) expressed in terms of initial Certificate Balance or initial Notional Amount,
as applicable, and (iii) in an authorized denomination, as set forth in Section 5.01(a).


 


“Depositor”:
Wells Fargo Commercial Mortgage Securities, Inc., a North Carolina corporation, or its successor in interest.


 


“Depository”:
DTC, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates
that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a “clearing corporation”
as defined in Section 8-102(3) of the UCC of the State of New York and a “clearing agency” registered pursuant to
the provisions of Section 17A of the Exchange Act.


 


“Depository
Participant”: A broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository
effects book-entry transfers and pledges of securities deposited with the Depository.


 


“Designated
Site”: The website to which Diligence Files are uploaded as designated by the Depositor to the Mortgage Loan Sellers.


 


“Determination
Date”: With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the eleventh (11th)
calendar day of that month is not a Business Day, then the next Business Day), commencing in January 2017.


 






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“Diligence
File”: With respect to each Mortgage Loan or Companion Loan, if applicable, collectively the following documents in
electronic format:


 


(a)           A
copy of each of the following documents:


 


(i)         the
Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the Trustee
or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


(ii)        the
Mortgage, together with a copy of any intervening Assignments of Mortgage, in each case, with evidence of recording indicated
thereon or certified to have been submitted for recording (if in the possession of the applicable Mortgage Loan Seller);


 


(iii)       any
related Assignment of Leases and of any intervening Assignments (if such item is a document separate from the Mortgage), in each
case, with evidence of recording indicated thereon or certified to have been submitted for recording (if in the possession of
the applicable Mortgage Loan Seller);


 


(iv)       all
modification, consolidation, assumption, written assurance and substitution agreements in those instances in which the terms or
provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;


 


(v)        the
policy or certificate of lender’s title insurance issued on the date of the origination of such Mortgage Loan, or, if such
policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy that has
been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow
instructions executed by an authorized representative of the title company) to issue such title insurance policy;


 


(vi)       any
UCC financing statements, related amendments and continuation statements in the possession of the applicable Mortgage Loan Seller;


 


(vii)      any
Intercreditor Agreement relating to permitted debt of the Mortgagor, including any intercreditor agreement relating to a Serviced
Whole Loan;


 


(viii)     any
loan agreement, escrow agreement, security agreement or letter of credit relating to a Mortgage Loan or a Serviced Whole Loan;


 






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(ix)        any
ground lease, related ground lessor estoppel, indemnity or guaranty relating to a Mortgage Loan or a Serviced Whole Loan;


 


(x)         any
property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xi)        any
franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with respect
to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the franchisor
of the transfer of a Mortgage Loan or Serviced Whole Loan;


 


(xii)       any
lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xiii)      any
related mezzanine intercreditor agreement;


 


(xiv)     all
related environmental reports; and


 


(xv)      all
related environmental insurance policies;


 


(b)           a
copy of any engineering reports or property condition reports;


 


(c)           other
than with respect to a hotel property (except with respect to tenanted commercial space within a hotel property), copies of a
rent roll;


 


(d)           for
any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance
agreements delivered to the related Mortgage Loan Seller;


 


(e)           a
copy of all legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller or an Affiliate
thereof, and its counsel that are privileged communications or constitute legal or other due diligence analyses), if any, delivered
in connection with the closing of the related Mortgage Loan;


 


(f)           a
copy of all Mortgagor’s certificates of hazard insurance and/or hazard insurance policies or other applicable insurance
policies (to the extent not previously included as part of this definition), if any, delivered in connection with the closing
of the related Mortgage Loan;


 


(g)           a
copy of the appraisal for the related Mortgaged Property or Mortgaged Properties;


 


(h)           for
any Mortgage Loan that the related Mortgaged Property or Mortgaged Properties is leased to a single tenant, a copy of the lease;


 


(i)            a
copy of the applicable Mortgage Loan Seller’s asset summary;


 






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(j)            a
copy of all surveys for the related Mortgaged Property or Mortgaged Properties;


 


(k)           a
copy of all zoning reports;


 


(l)            a
copy of financial statements of the related Mortgagor;


 


(m)          a
copy of operating statements for the related Mortgaged Property or Mortgaged Properties;


 


(n)           a
copy of all UCC searches;


 


(o)           a
copy of all litigation searches;


 


(p)           a
copy of all bankruptcy searches;


 


(q)           a
copy of any origination settlement statement;


 


(r)            a
copy of the Insurance Summary Report;


 


(s)           a
copy of the organizational documents of the related Mortgagor and any guarantor;


 


(t)            a
copy of all escrow statements related to the escrow account balances as of the Mortgage Loan origination date;


 


(u)           a
copy of all related environmental reports that were received by the applicable Mortgage Loan Seller;


 


(v)           a
copy of any closure letter (environmental); and


 


(w)          a
copy of any environmental remediation agreement for the related Mortgaged Property or Mortgaged Properties;


 


in
each case, to the extent that the related originator received such documents or information in connection with the origination
of such Mortgage Loan. In the event any of the items identified above were not included in connection with the origination of
such Mortgage Loan (other than documents that would not be included in connection with the origination of the Mortgage Loan because
such document is inapplicable to the origination of a Mortgage Loan of that structure or type), the Diligence File shall include
a statement to that effect. No information that is proprietary to the related originator or Mortgage Loan Seller or any draft
documents or privileged or internal communications shall constitute part of the Diligence File. It is generally not required to
include any of the same items identified above again if such items have already been included under another clause of the definition
of Diligence File, and the Diligence File shall include a statement to that effect. The Mortgage Loan Seller may, without any
obligation to do so, include such other documents or information as part of the Diligence File that such Mortgage Loan Seller
believes should be included to enable the Asset Representations Reviewer


 






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to perform the Asset Review on such Mortgage Loan; provided that such documents or information are clearly labeled and identified.


 


“Directing
Certificateholder”: With respect to each Mortgage Loan, the initial Directing Certificateholder shall be Prime Finance
CMBS B-Piece Holdco VI, L.P., a Delaware limited partnership, and thereafter, the Directing Certificateholder shall be the Controlling
Class Certificateholder (or a representative thereof) selected by more than 50% of the Controlling Class Certificateholders (by
Certificate Balance, as determined by the Certificate Registrar) from time to time; provided, however, that (i)
absent that selection, or (ii) until a Directing Certificateholder is so selected or (iii) upon receipt of a notice from a majority
of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder is no longer designated,
the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative
thereof) will be the Directing Certificateholder; provided, however, that, in the case of clause (iii), in
the event that no one Holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no Directing
Certificateholder until appointed in accordance with the terms of this Agreement. After the occurrence and during the continuance
of a Control Termination Event, the Directing Certificateholder shall only retain its consultation rights to the extent specifically
provided for herein. After the occurrence of a Consultation Termination Event, there will be no Directing Certificateholder. The
Depositor shall promptly provide the name and contact information for the initial Directing Certificateholder upon request of
any party to this Agreement and any such requesting party may conclusively rely on the name and contact information provided by
the Depositor. In the event the Controlling Class Certificateholder has elected to irrevocably waive its right to appoint a Directing
Certificateholder or to exercise any of the rights of the Controlling Class Certificateholder, there will be no Directing Certificateholder
and no party will be entitled to exercise any of the rights of the Directing Certificateholder until such time as a Controlling
Class Certificateholder is reinstated pursuant to Section 3.23(l) and a new Directing Certificateholder is appointed in
accordance with the terms hereof. The Certificate Administrator and the other parties hereto shall be entitled to assume that
the identity of the Directing Certificateholder has not changed until such parties receive written notice of a replacement of
the Directing Certificateholder from a party holding the requisite interest in the Controlling Class (as confirmed by the Certificate
Registrar), or the resignation of the then-current Directing Certificateholder.


 


“Directly
Operate”: With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing
or rendering of services to the tenants thereof, that are not customarily provided to tenants in connection with the rental of
space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or
operation of such REO Property, the holding of such REO Property primarily for sale to customers, the use of such REO Property
in a trade or business conducted by the Trust or on behalf of a Companion Holder or the performance of any construction work on
the REO Property other than through an Independent Contractor; provided, however, that an REO Property shall not
be considered to be Directly Operated solely because the Trustee (or the Special Servicer on behalf of the Trustee) establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or
capital expenditures with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 






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“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan (including any related REO Property), any compensation and other remuneration (including, without limitation,
in the form of commissions, brokerage fees, or rebates, or as a result of any other fee-sharing arrangement) received or retained
by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor,
any manager, any guarantor or indemnitor in respect of a Mortgage Loan or Serviced Companion Loan and any purchaser of any such
Mortgage Loan or Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any such
Mortgage Loan or Serviced Companion Loan, the management or disposition of such REO Property, and the performance by the Special
Servicer or any such Affiliate of any other special servicing duties under this Agreement, other than (1) any Permitted Special
Servicer/Affiliate Fees and (2) any compensation to which the Special Servicer is entitled pursuant to Section 3.11 of
this Agreement.


 


“Disclosure
Parties”: As defined in Section 3.13(f).


 


“Discount
Rate”: As defined in Section 4.01(d).


 


“Dispute
Resolution Consultation”: As defined in Section 2.03(l)(iii).


 


“Dispute
Resolution Cut-off Date”: As defined in Section 2.03(l)(i).


 


“Disqualified
Non-U.S. Tax Person”: With respect to the Class R Certificates, any Non-U.S. Tax Person or its agent other than (a)
a Non-U.S. Tax Person that holds the Class R Certificates in connection with the conduct of a trade or business within the United
States and has furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (b) a Non-U.S. Tax
Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel
to the effect that the transfer of the Class R Certificates to it is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of the Class R Certificates will not be disregarded for federal income tax purposes.


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii)
any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the
Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect
to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural electric
and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership,” as
defined in Section 775 of the Code and (vi) any other Person so designated by the Trustee or the Certificate Administrator based
upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate
Administrator) that the holding of


 






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an Ownership Interest in a Class R Certificate by such Person may cause either Trust REMIC
to fail to qualify as a REMIC at any time that the Certificates are outstanding or any Person having an Ownership Interest in
any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would
not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United
States,” “State” and “international organization” shall have the meanings set forth in Section 7701
of the Code or successor provisions.


 


“Distribution
Accounts”: Collectively, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account and the
Excess Interest Distribution Account (and in each case any subaccount thereof), all of which may be subaccounts of a single Eligible
Account.


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in January 2017. The initial Distribution
Date shall be January 18, 2017.


 


“Distribution
Date Statement”: As defined in Section 4.02(a).


 


“Do
Not Hire List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Asset Representations Reviewer, which lists
certain parties identified by the Depositor as having failed to comply (after any applicable cure period) with their respective
obligations under Article XI of this Agreement or as having failed to comply (after any applicable cure period) with any
similar Regulation AB reporting requirements under any other securitization transaction. For the avoidance of doubt, as of the
Closing Date, no parties appear on the Do Not Hire List.


 


“DoubleTree
by Hilton Tempe Intercreditor Agreement”: That certain Agreement Between Noteholders, dated as of December 9, 2016,
by and between the holders of the respective promissory notes evidencing the DoubleTree by Hilton Tempe Whole Loan, relating to
the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


“DoubleTree
by Hilton Tempe Mortgage Loan”: With respect to the DoubleTree by Hilton Tempe Whole Loan, the Mortgage Loan that is
included in the Trust Fund (identified as Mortgage Loan Number 25 on the Mortgage Loan Schedule), which is evidenced by promissory
note A-1 and is pari passu in right of payment with the DoubleTree by Hilton Tempe Pari Passu Companion Loan to the extent
set forth in the related Mortgage Loan documents and as provided in the DoubleTree by Hilton Tempe Intercreditor Agreement.


 


“DoubleTree
by Hilton Tempe Mortgaged Property”: The Mortgaged Property that secures the DoubleTree by Hilton Tempe Whole Loan.


 


“DoubleTree
by Hilton Tempe Pari Passu Companion Loan”: With respect to the DoubleTree by Hilton Tempe Whole Loan, the Companion
Loan evidenced by the related promissory note designated as promissory note A-2 and made by the related Mortgagor and secured
by the Mortgage on the DoubleTree by Hilton Tempe Mortgaged Property, which is not


 






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included in the Trust Fund and which is pari
passu in right of payment to the DoubleTree by Hilton Tempe Mortgage Loan to the extent set forth in the related Mortgage
Loan documents and as provided in the DoubleTree by Hilton Tempe Intercreditor Agreement.


 


“DoubleTree
by Hilton Tempe Whole Loan”: The DoubleTree by Hilton Tempe Mortgage Loan, together with the DoubleTree by Hilton Tempe
Pari Passu Companion Loan, each of which is secured by the same Mortgage on the DoubleTree by Hilton Tempe Mortgaged Property.
References herein to the DoubleTree by Hilton Tempe Whole Loan shall be construed to refer to the aggregate indebtedness under
the DoubleTree by Hilton Tempe Mortgage Loan and the DoubleTree by Hilton Tempe Pari Passu Companion Loan.


 


“DTC”:
The Depository Trust Company, a New York corporation.


 


“Due
Date”: With respect to (i) any Mortgage Loan or Companion Loan, as applicable, on or prior to its Maturity Date, the
day of the month set forth in the related Mortgage Note on which each Periodic Payment thereon is scheduled to be first due, (ii)
any Mortgage Loan or Companion Loan, as applicable, after the Maturity Date therefor, the day of the month set forth in the related
Mortgage Note on which each Periodic Payment on such Mortgage Loan or Companion Loan, as applicable, had been scheduled to be
first due, and (iii) any REO Loan, the day of the month set forth in the related Mortgage Note on which each Periodic Payment
on the related Mortgage Loan or Companion Loan, as applicable, had been scheduled to be first due.


 


“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: Any format compatible with EDGAR, including HTML, Word or clean, searchable PDFs.


 


“Eligible
Account”: Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository
institution or trust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit rating or long-term
unsecured debt obligations of which are rated at least “A2” by Moody’s, if the deposits are to be held in such
account for thirty (30) days or more, and the short-term debt obligations of which have a short-term rating of not less than “P-1”
from Moody’s, if the deposits are to be held in such account for less than thirty (30) days, (B) the long-term unsecured
debt obligations of which are rated at least “A” by Fitch (to the extent rated by Fitch), if the deposits are to be
held in such account for thirty (30) days or more, and the short-term debt obligations of which have a short-term rating of not
less than “F1” from Fitch (to the extent rated by Fitch), if the deposits are to be held in such account for less
than thirty (30) days and (C) the long-term unsecured debt obligations of which are rated at least “A” by DBRS (if
then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s
and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation), if the deposits are to be held in such account
for thirty (30) days or more, and the short-term debt obligations of which have a short-term rating of not less than “R-1(middle)”
from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which
may include Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation), if the deposits are to
be held in such account for less than thirty (30) days; (ii) an account or accounts maintained with Wells Fargo Bank, National
Association so


 






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long as Wells Fargo Bank, National Association’s long-term unsecured debt rating shall be at least “A2”
from Moody’s and “A” from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account
for more than thirty (30) days) and “A” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating
(or higher) by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or Wells Fargo Bank, National Association’s
short-term deposit or short-term unsecured debt rating shall be at least “P-1” from Moody’s and “F2”
from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account for thirty (30) days or less) and “R-1
(middle)” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating by at least two (2) NRSROs (which
may include Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation); (iii) such other account
or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would
be listed in clauses (i) and (ii) above, with respect to which a Rating Agency Confirmation has been obtained from
each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account,
which account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special
Servicer; (iv) any other account or accounts not listed in clauses (i) and (ii) above with respect to which a Rating
Agency Confirmation has been obtained from each and every Rating Agency and a confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion
Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
which account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special
Servicer; or (v) a segregated trust account or accounts maintained with the corporate trust department of a federal or state chartered
depository institution or trust company that has a long-term unsecured debt rating of at least “A2” from Moody’s
(if the deposits are to be held in the account for more than thirty (30) days) or a short-term unsecured debt rating of at least
“P-1” from Moody’s (if the deposits are to be held in the account for thirty (30) days or less) and that, in
either case, has corporate trust powers, acting in its fiduciary capacity, provided that any state chartered depository
institution or trust company is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b).
Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar
instrument.


 


“Eligible
Asset Representations Reviewer”: An institution that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of Moody’s, Fitch, KBRA, S&P, DBRS or Morningstar and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, KBRA, S&P,
DBRS and Morningstar has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such
transaction citing servicing or other relevant concerns with such special servicer, operating advisor or asset representations
reviewer, as applicable, as the sole or material factor in such rating action, (b) can and will make the representations and warranties
set forth in Section 6.01(d), (c) is not (and is not affiliated with) a Sponsor, a Mortgage Loan Seller, an originator,
the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder
or any of their respective Affiliates, (d) has not performed (and is not affiliated with any party hired to perform) any due diligence,
loan underwriting, brokerage, borrower advisory or similar services


 






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with respect to any Mortgage Loan or any related Companion
Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter, any party to this Agreement
or the Directing Certificateholder or any of their respective Affiliates, or have been paid any fees, compensation or other remuneration
by any of them in connection with any such services, and (e) does not directly or indirectly, through one or more Affiliates or
otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion
Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in
fees from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable).


 


“Eligible
Operating Advisor”: An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed
securities transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has
not been a special servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn
its rating or ratings of one or more classes of certificates for such transaction citing servicing or other relevant concerns
with the special servicer or operating advisor, as applicable, as the sole or a material factor in such rating action; (b) that
can and will make the representations and warranties of the Operating Advisor set forth in Section 6.01(c) of this Agreement;
(c) that is not (and is not affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the
Special Servicer, a Mortgage Loan Seller, the Directing Certificateholder, or a depositor, a trustee, a certificate administrator,
a master servicer or a special servicer with respect to the securitization of a Companion Loan, or any of their respective Affiliates;
(d) that has not been paid by the Special Servicer or successor special servicer any fees, compensation or other remuneration
(x) in respect of its obligations hereunder or (y) for the appointment or recommendation for replacement of a successor special
servicer to become a special servicer under this Agreement; and (e) that (i) has been regularly engaged in the business of analyzing
and advising clients in commercial mortgage-backed securities matters and has at least five (5) years of experience in collateral
analysis and loss projections and (ii) has at least five (5) years of experience in commercial real estate asset management and
experience in the workout and management of distressed commercial real estate assets.


 


“Enforcing
Party”: The person obligated to or that elects pursuant to Section 2.03 to enforce the rights of the Trust against
the related Mortgage Loan Seller with respect to the Repurchase Request.


 


“Enforcing
Servicer”: As defined in Section 2.03(k)(i) of this Agreement.


 


“Environmental
Assessment”: An “environmental site assessment” as such term is defined in, and meeting the criteria of,
the American Society of Testing Materials Standard Section E 1527-00, or any successor thereto.


 


“Environmental
Indemnity Agreement”: With respect to any Mortgage Loan, any agreement between the Mortgagor (or a guarantor thereof)
and the originator of such Mortgage Loan relating to the Mortgagor’s obligation to remediate or monitor or indemnify for
any environmental problems relating to the related Mortgaged Property.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.


 






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“ERISA
Restricted Certificate”: Any Certificate (other than a Class R or Class V Certificate) that does not meet the requirements
of Prohibited Transaction Exemption 96-22 (as such exemption may be amended from time to time) as of the date of the acquisition
of such Certificate by a Plan. As of the Closing Date, each of the Class G, Class H and Class J Certificates is an ERISA Restricted
Certificate.


 


“Escrow
Payment”: Any payment received by the Master Servicer or the Special Servicer for the account of any Mortgagor for application
toward the payment of real estate taxes, assessments, insurance premiums, ground lease rents and similar items in respect of the
related Mortgaged Property, including amounts for deposit to any reserve account.


 


“Euroclear”:
The Euroclear System or any successor thereto.


 


“Excess
Interest”: With respect to each ARD Loan, interest accrued on such ARD Loan after the Anticipated Repayment Date allocable
to the Excess Rate, including all interest accrued thereon to the extent permitted by applicable law and the related Mortgage
Loan documents. The Excess Interest shall not be an asset of either Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


“Excess
Interest Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts
(or as a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial
Mortgage Pass-Through Certificates, Series 2016-C37, Class V Certificates, Excess Interest Distribution Account”, and which
must be an Eligible Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely
for the benefit of the Holders of the Class V Certificates. The Excess Interest Distribution Account shall not be an asset of
either Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


“Excess
Modification Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and
any particular modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment
of a Workout Fee, an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor
with respect to the related Mortgage Loan (including the related Serviced Companion Loan, if applicable, unless prohibited under
the related Intercreditor Agreement) and received and retained by the Master Servicer or the Special Servicer, as applicable,
as compensation within the prior twelve (12) months of such modification, waiver, extension or amendment, but only to the extent
those fees have not previously been deducted from a Workout Fee or Liquidation Fee.


 


“Excess
Modification Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, the sum of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension
or amendment of any of the terms of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all unpaid or unreimbursed
additional expenses (including, without limitation, reimbursement of


 






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Advances and interest on Advances to the extent not otherwise
paid or reimbursed by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously
incurred on behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable, and reimbursed
from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding
clause (A), which expenses have been recovered from the related Mortgagor or otherwise. With respect to each of the Master
Servicer and the Special Servicer, the Excess Modification Fees collected and earned by such Person from the related Mortgagor
(taken in the aggregate with any other Excess Modification Fees collected and earned by such Person from the related Mortgagor
within the prior twelve (12) months of the collection of the current Excess Modification Fees) will be subject to a cap of 1.0%
of the outstanding principal balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, on the closing date of
the related modification, extension, waiver or amendment (after giving effect to such modification, extension, waiver or amendment)
with respect to any Mortgage Loan or Serviced Whole Loan, as applicable.


 


“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 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.


 


“Excess
Rate”: With respect to each ARD Loan, the excess of (i) the applicable Revised Rate over (ii) the applicable Mortgage
Rate, each as set forth in the Mortgage Loan Schedule.


 


“Exchange
Act”: The Securities Exchange Act of 1934, as amended from time to time and the rules and regulations of the Commission
thereunder.


 


“Excluded
Controlling Class Holder”: With respect to any Excluded Controlling Class Loan, the Directing Certificateholder or any
Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Loan.
Promptly upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class Certificateholder becoming
an “Excluded Controlling Class Holder”, such Directing Certificateholder or Controlling Class Certificateholder, as
applicable, shall provide notice in the form of Exhibit P-1E hereto to the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee and the Certificate Administrator, which notice shall be physically delivered in accordance with Section
13.05 of this Agreement and shall specifically identify the Excluded Controlling Class Holder and the subject Excluded Controlling
Class Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially
in the form of Exhibit P-1F hereto, which notice shall provide each of the CTSLink User ID associated with such Excluded
Controlling Class Holder, and which notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class
Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this Agreement. As of
the Closing Date, there are no Excluded Controlling Class Holders related to the Trust.


 






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“Excluded
Controlling Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the
Directing Certificateholder or any Controlling Class Certificateholder is a Borrower Party. For the avoidance of doubt, if a Mortgage
Loan or Whole Loan is not an Excluded Controlling Class Loan, such Mortgage Loan or Whole Loan is also not an Excluded Loan. As
of the Closing Date, there are no Excluded Controlling Class Loans related to the Trust.


 


“Excluded
Information”: With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling
Class Loan, which shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports
related to Specially Serviced Loans conducted by the Special Servicer or any Excluded Special Servicer and which may include any
Operating Advisor reports delivered to the Certificate Administrator regarding the Special Servicer’s net present value
determination or any Appraisal Reduction calculations delivered pursuant to Section 3.26(d) and Section 3.26(e),
and any Officer’s Certificates delivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination
that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded
Information by the Special Servicer, the Master Servicer or the Operating Advisor, as applicable, but in each case other than
information with respect to such Excluded Controlling Class Loan that is aggregated with information of other Mortgage Loans at
a pool level. For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package
(CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Controlling
Class Loan) shall not be considered “Excluded Information”. Each of the Master Servicer, the Special Servicer and
the Operating Advisor shall deliver any Excluded Information to the Certificate Administrator in accordance with Section 3.33.
For the avoidance of doubt, the Certificate Administrator’s obligation to segregate any information delivered to it under
the “Excluded Information” tab on the Certificate Administrator’s Website shall be triggered solely by such
information being delivered in the manner provided in Section 3.26.


 


“Excluded
Loan”: Any Mortgage Loan or Whole Loan if, as of any date of determination, the Directing Certificateholder or the Holder
of the majority of the Controlling Class is a Borrower Party. For the avoidance of doubt, any Excluded Loan is also an Excluded
Controlling Class Loan. As of the Closing Date, there are no Excluded Loans related to the Trust.


 


“Excluded
Special Servicer”: With respect any Excluded Special Servicer Loan, a replacement special servicer that is not a Borrower
Party and satisfies all of the eligibility requirements applicable to the Special Servicer set forth in Section 7.01(g).
As of the Closing Date, there are no Excluded Special Servicers related to this Trust.


 


“Excluded
Special Servicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to
such Excluded Special Servicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final
Asset Status Reports (or summaries thereof), any Operating Advisor reports delivered to the Certificate Administrator regarding
an Excluded Special Servicer’s net present value determination or any Appraisal Reduction Amount calculations delivered
pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates delivered by the Master Servicer
or the applicable


 






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Excluded Special Servicer supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance, or such other information and reports designated as Excluded Special Servicer Information by the applicable Excluded
Special Servicer, the Master Servicer or the Operating Advisor, as applicable, in each case, other than information with respect
to such Excluded Special Servicer Loan(s) that is aggregated with information with respect to the other Mortgage Loans at a pool
level. For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC®
IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Special Servicer Loan) shall
not be considered “Excluded Special Servicer Information”.


 


“Excluded
Special Servicer Loan”: Any Mortgage Loan or Serviced Whole Loan with respect to which, as of any date of determination,
the Special Servicer obtains knowledge that it has become a Borrower Party. For the avoidance of doubt, there are no Excluded
Special Servicer Loans related to the Trust as of the Closing Date.


 


“Extended
Cure Period”: As defined in Section 2.03(b).


 


“Fannie
Mae”: Federal National Mortgage Association or any successor thereto.


 


“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.


 


“Final
Asset Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such
other data or supporting information provided by the Special Servicer to the Directing Certificateholder which does not include
any communication (other than the related Asset Status Report) between the Special Servicer and Directing Certificateholder with
respect to such Specially Serviced Loan; provided that, with respect to any Mortgage Loan other than an Excluded Loan,
so long as no Control Termination Event has occurred and is continuing, no Asset Status Report shall be considered to be a Final
Asset Status Report unless the Directing Certificateholder has either finally approved of and consented to the actions proposed
to be taken in connection therewith, or has exhausted all of its rights of approval and consent pursuant to Section 3.19,
or has been deemed to have approved or consented to such action or the Asset Status Report is otherwise implemented by the Special
Servicer in accordance with this Agreement.


 


“Final
Dispute Resolution Election Notice”: As defined in Section 2.03(l)(iii).


 


“Final
Recovery Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder
if related to a Mortgage Loan other than an Excluded Loan and made prior to the occurrence of a Consultation Termination Event,
with respect to any Defaulted Loan (and, if applicable, any defaulted Companion Loan) or Corrected Loan or REO Property (other
than a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) any of the Mortgage Loan Sellers pursuant
to Section 5 of the applicable Mortgage Loan Purchase Agreement, (ii) the Special Servicer or other person pursuant to Section
3.16(b), any Companion Holder or any mezzanine lender pursuant to Section 3.16 or (iii) the Master Servicer, the Special
Servicer, the Holders of the Controlling Class, or the Holders of the Class R Certificates pursuant to Section 9.01) that
there has been a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenue and


 






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other payments or
recoveries that, in the Special Servicer’s judgment, which judgment was exercised without regard to any obligation of the
Special Servicer to make payments from its own funds pursuant to Section 3.07(b), will ultimately be recoverable. With
respect to all Mortgage Loans other than Excluded Loans, prior to the occurrence and continuance of any Control Termination Event,
the Directing Certificateholder shall have ten (10) Business Days to review and approve each such recovery determination by the
Special Servicer; provided, however, that if the Directing Certificateholder fails to approve or disapprove any
recovery determination within ten (10) Business Days of receipt of the initial recovery determination, such consent shall be deemed
given.


 


“Fitch”:
Fitch Ratings, Inc., and its successors in interest. If neither Fitch nor any successor remains in existence, “Fitch”
shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Certificateholder and the Special Servicer, and specific ratings of Fitch herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 


“Form
8-K Disclosure Information”: As defined in Section 11.07.


 


“Form
15 Suspension Notification”: As defined in Section 11.08.


 


“Freddie
Mac”: Federal Home Loan Mortgage Corporation or any successor thereto.


 


“Fremaux
Town Center Intercreditor Agreement”: That certain Agreement Between Noteholders, dated as of November 22, 2016, by
and between the holders of the respective promissory notes evidencing the Fremaux Town Center Whole Loan, relating to the relative
rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


“Fremaux
Town Center Mortgage Loan”: With respect to the Fremaux Town Center Whole Loan, the Mortgage Loan that is included in
the Trust Fund (identified as Mortgage Loan Number 10 on the Mortgage Loan Schedule), which is evidenced by promissory note A-1
and is pari passu in right of payment with the Fremaux Town Center Pari Passu Companion Loans to the extent set forth in
the related Mortgage Loan documents and as provided in the Fremaux Town Center Intercreditor Agreement.


 




“Fremaux
Town Center Mortgaged Property”: The Mortgaged Property that secures the Fremaux Town Center Whole Loan.


 


“Fremaux
Town Center Pari Passu Companion Loans”: With respect to the Fremaux Town Center Whole Loan, the Companion Loans evidenced
by the related promissory notes designated as promissory notes A-2 and A-3 and made by the related Mortgagor and secured by the
Mortgage on the Fremaux Town Center Mortgaged Property, which are not included in the Trust Fund and which are pari passu
in right of payment to the Fremaux Town Center Mortgage Loan to the extent set forth in the related Mortgage Loan documents and
as provided in the Fremaux Town Center Intercreditor Agreement.


 




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“Fremaux
Town Center Whole Loan”: The Fremaux Town Center Mortgage Loan, together with the Fremaux Town Center Pari Passu Companion
Loans, each of which is secured by the same Mortgage on the Fremaux Town Center Mortgaged Property. References herein to the Fremaux
Town Center Whole Loan shall be construed to refer to the aggregate indebtedness under the Fremaux Town Center Mortgage Loan and
the Fremaux Town Center Pari Passu Companion Loans.


 


“Gain-on-Sale
Entitlement Amount”: With respect to each Distribution Date, an amount equal to the aggregate amount of (i) the sum
of (a) 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 the related Distribution Date, and (b) 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, and (ii) any Realized Losses outstanding immediately after such Distribution Date, 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.


 


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation
Proceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage
Loan pursuant to the related Intercreditor Agreement) over (ii) the Purchase Price for such Mortgage Loan on the date on which
Liquidation Proceeds were received.


 


“Gain-on-Sale
Remittance Amount”: With respect to each Distribution Date, an amount equal to the lesser of (i) the amount on deposit
in the Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the Gain-on-Sale Entitlement Amount.


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C37,
Commercial Mortgage Pass-Through Certificates, Series 2016-C37, Gain-on-Sale Reserve Account”. Any such account shall be
an Eligible Account or a subaccount of an Eligible Account.


 


“Grace
Period”: The number of days before a payment default is an event of default under the related Mortgage Loan.


 


“Grantor
Trust”: A segregated asset pool within the Trust Fund treated as a “grantor trust” under subpart E, part
I of subchapter J of the Code, consisting of the assets described in the Preliminary Statement hereto.


 


“Ground
Lease”: The ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property
and any estoppels or other agreements executed and delivered by the ground lessor in favor of the lender under the Mortgage Loan.


 






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“Hazardous
Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation,
those so identified pursuant to CERCLA or any other federal, state or local environmental related laws and regulations, and specifically
including, without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and
petroleum products, urea formaldehyde and any substances classified as being “in inventory,” “usable work in
process” or similar classification which would, if classified as unusable, be included in the foregoing definition.


 


“Hilton
Hawaiian Village Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of October 24, 2016, by and among
the holders of the respective promissory notes evidencing the Hilton Hawaiian Village Whole Loan, relating to the relative rights
of such holders, as the same may be further amended in accordance with the terms thereof.


 


“Hilton
Hawaiian Village Mortgage Loan”: With respect to the Hilton Hawaiian Village Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is evidenced by promissory notes designated
as promissory notes A-2-E-1 and A-2-E-2, and is pari passu in right of payment with the related the Hilton Hawaiian Village
Pari Passu Companion Loans and senior to the Hilton Hawaiian Subordinate Companion Loans to the extent set forth in the related
Mortgage Loan documents and as provided in the Hilton Hawaiian Village Intercreditor Agreement.


 


“Hilton
Hawaiian Village Mortgaged Property”: The Mortgaged Property that secures the Hilton Hawaiian Village Whole Loan.


 


“Hilton
Hawaiian Village Pari Passu Companion Loans”: With respect to the Hilton Hawaiian Village Whole Loan, the Companion
Loans evidenced by the related promissory notes designated as promissory notes A-1-A, A-1-B, A-1-C and A-1-D and made by the related
Mortgagor and secured by the Mortgage on the Hilton Hawaiian Village Mortgaged Property, which are not included in the Trust and
which are generally pari passu in right of payment to the Hilton Hawaiian Village Mortgage Loan and senior to the Hilton
Hawaiian Subordinate Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided in the Hilton
Hawaiian Village Intercreditor Agreement.


 


“Hilton
Hawaiian Village Subordinate Companion Loans”: With respect to the Hilton Hawaiian Village Whole Loan, the Companion
Loans evidenced by the related promissory notes designated as promissory notes B-1, B-2, B-3, B-4 and B-5 and made by the related
Mortgagor and secured by the Mortgage on the Hilton Hawaiian Village Mortgaged Property, which are not included in the Trust and
which are generally subordinate in right of payment to the Hilton Hawaiian Village Mortgage Loan and the Hilton Hawaiian Village
Pari Passu Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided in the Hilton Hawaiian
Village Intercreditor Agreement.


 


“Hilton
Hawaiian Village Whole Loan”: The Hilton Hawaiian Village Mortgage Loan, together with the Hilton Hawaiian Village Pari
Passu Companion Loans and the Hilton Hawaiian Village Subordinate Companion Loans, each of which is secured by the same Mortgage
on the Hilton Hawaiian Village Mortgaged Property. References herein to the Hilton Hawaiian Village Whole Loan shall be construed
to refer to the aggregate indebtedness under the


 






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Hilton Hawaiian Village Mortgage Loan, the Hilton Hawaiian Village Pari Passu
Companion Loans and the Hilton Hawaiian Village Subordinate Companion Loans.


 


“Hilton
USA Trust 2016-HHV Trust and Servicing Agreement”: The trust and servicing agreement, dated as of November 28, 2016,
among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as servicer,
AEGON USA Realty Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and
Wilmington Trust, National Association as trustee, as from time to time amended, supplemented or modified relating to the issuance
of the Hilton USA Trust 2016-HHV, Commercial Mortgage Pass-Through Certificates, Series 2016-HHV.


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the
Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in fact independent
of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other
Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer and all Affiliates thereof, (ii) does not have any
material direct financial interest in or any material indirect financial interest in any of the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Companion Holders (insofar as the
relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor,
the Asset Representations Reviewer or any Affiliate thereof and (iii) is not connected with the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Companion Holders (insofar as the
relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor,
the Asset Representations Reviewer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent
of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Companion Holders or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any Class of
securities issued by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Directing Certificateholder, the Companion Holders or any Affiliate
thereof, as the case may be, so long as such ownership constitutes less than 1% of the total assets of such Person. For the avoidance
of doubt, the exception in the proviso above for ownership of 1% or less of any Class of Certificates shall not apply with respect
to the Operating Advisor or the Asset Representations Reviewer.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust within
the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership test
set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class
of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be
at no expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust, delivered
to the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust


 






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does not receive
or derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that neither the Master Servicer nor the
Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless an
Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person
(including the Master Servicer or the Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating
Advisor and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator,
the Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect of any REO Property
by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section
860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


“Initial
Cure Period”: As defined in Section 2.03(b).


 


“Initial
Schedule AL File”: The data file(s) prepared by, or on behalf of, the Depositor and filed as Exhibit 102 and, if applicable,
Exhibit 103 to the Form ABS-EE incorporated by reference into the Prospectus.


 


“Initial
Purchasers”: Wells Fargo Securities, LLC, Barclays Capital Inc., Academy Securities, Inc. and Deutsche Bank Securities
Inc.


 


“Initial
Requesting Certificateholder”: The first Certificateholder or Certificate Owner to deliver a Certificateholder Repurchase
Request as described in Section 2.03(k) with respect to a Mortgage Loan. For the avoidance of doubt, there may not be more
than one Initial Requesting Certificateholder with respect to any Mortgage Loan.


 


“Initial
Sub-Servicer”: With respect to each Mortgage Loan that is subject to a Sub-Servicing Agreement with the Master Servicer
as of the Closing Date, the Sub-Servicer under any such Sub-Servicing Agreement. As of the Closing Date, each entity listed on
Exhibit FF is an Initial Sub-Servicer.


 


“Initial
Sub-Servicing Agreement”: Any Sub-Servicing Agreement in effect as of the Closing Date.


 


“Inquiry”
and “Inquiries”: As each is defined in Section 4.07(a).


 


“Institutional
Accredited Investor”: An institutional investor which is an “accredited investor” within the meaning of
paragraphs (1), (2), (3) or (7) of Rule 501(a) of Regulation D under the Act or any entity in which all of the equity owners come
within such paragraphs.


 


“Insurance
and Condemnation Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation
of a Mortgaged Property, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor or any tenants or ground lessors, in either case, in


 






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accordance with the Servicing Standard
(and in the case of any Mortgage Loan with a related Companion Loan, to the extent any portion of such proceeds are received by
the Master Servicer or Certificate Administrator in connection with such Mortgage Loan, pursuant to the allocations set forth
in the related Intercreditor Agreement) and the REMIC Provisions.


 


“Insurance
Summary Report”: With respect to each Mortgage Loan, a report or other summary prepared either by the related Mortgage
Loan Seller or a third party insurance consultant on behalf of the related Mortgage Loan Seller that provides a summary of all
insurance policies covering the related Mortgaged Property(ies), identifying the insurance provider, applicable ratings of each
such provider and the amount of coverage and any applicable deductible.


 


“Insurance
Policy”: With respect to any Mortgage Loan, any hazard insurance policy, flood insurance policy, title policy or other
insurance policy that is maintained from time to time in respect of such Mortgage Loan or the related Mortgaged Property.


 


“Intercreditor
Agreement”: Each of the Hilton Hawaiian Intercreditor Agreement, the Quantum Park Intercreditor Agreement, the Walmart
Shadow Anchored Portfolio Intercreditor Agreement, the Potomac Mills Intercreditor Agreement, the 1140 Avenue of the Americas
Intercreditor Agreement, the Fremaux Town Center Intercreditor Agreement, the Midwest Industrial Portfolio Intercreditor Agreement,
the 80 Park Plaza Intercreditor Agreement, the Redwood MHC Portfolio Intercreditor Agreement and the DoubleTree by Hilton Tempe
Intercreditor Agreement, and any intercreditor agreement entered into in connection with the issuance to the direct or indirect
equity holders in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted under the
related Mortgage Loan documents.


 


“Interest
Accrual Amount”: With respect to any Distribution Date and any Class of Regular Certificates, the amount of interest
for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class of Certificates on the Certificate Balance
or Notional Amount, as applicable, for such Class immediately prior to that Distribution Date. Calculations of interest for each
Interest Accrual Period will be made on 30/360 basis.


 


“Interest
Accrual Period”: For each Distribution Date, the calendar month prior to the month in which that Distribution Date occurs.


 


“Interest
Distribution Amount”: With respect to any Class of Regular Certificates for any Distribution Date, an amount equal to
(A) the sum of (i) the Interest Accrual Amount with respect to such Class of Certificates for such Distribution Date and (ii)
the Interest Shortfall, if any, with respect to such Class of Certificates for such Distribution Date, less (B) any Excess Prepayment
Interest Shortfall allocated to such Class of Certificates on such Distribution Date.


 


For
purposes of clause (B) above, the Excess Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated
to each Class of Regular Certificates in an amount equal to the product of (i) the amount of such Excess Prepayment Interest Shortfall
and (ii) a fraction, the numerator of which is the Interest Accrual Amount for such Class for such


 






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Distribution Date and the denominator
of which is the aggregate Interest Accrual Amounts for all Classes of Regular Certificates for such Distribution Date.


 


“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells
Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37, Interest Reserve Account”,
into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount
of an Eligible Account.


 


“Interest
Shortfall”: With respect to any Distribution Date for any Class of Regular Certificates, the sum of (a) the portion
of the Interest Distribution Amount for such Class of Certificates remaining unpaid as of the close of business on the preceding
Distribution Date, and (b) to the extent permitted by applicable law, (i) other than in the case of Class X Certificates, one
month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class of Certificates for the
current Distribution Date and (ii) in the case of the Class X Certificates, one-month’s interest on that amount remaining
unpaid at the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Interested
Person”: As of the date of any determination, the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Directing Certificateholder, any
Sponsor, any Borrower Party, any Independent Contractor engaged by the Special Servicer, or any known Affiliate of any of the
preceding entities. With respect to a Whole Loan if it is a Defaulted Loan, the Depositor, the Master Servicer, the Special Servicer
(or any Independent Contractor engaged by the Special Servicer), or the trustee for the securitization of a Companion Loan, and
each related Companion Holder or its representative, any holder of a related mezzanine loan, or any known Affiliate of any such
party described above.


 


“Investment
Account”: As defined in Section 3.06(a).


 


“Investment
Representation Letter”: As defined in Section 5.03(e), a form of which is attached hereto as Exhibit C.


 


“Investor-Based
Exemption”: Any of PTCE 84-14 (for transactions by independent “qualified professional asset managers”),
PTCE 91-38 (for transactions by bank collective investment funds), PTCE 90-1 (for transactions by insurance company pooled separate
accounts), PTCE 95-60 (for transactions by insurance company general accounts) or PTCE 96-23 (for transactions effected by “in-house
asset managers”) or a similar exemption under Similar Law.


 


“Investor
Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit
P-1B, Exhibit P-1C or Exhibit P-1D to this Agreement or in the form of an electronic certification contained
on the Certificate Administrator’s Website (which may be a click-through confirmation), representing (i) that such


 






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Person
executing the certificate is a Certificateholder, the Directing Certificateholder (to the extent such Person is not a Certificateholder),
a beneficial owner of a Certificate, a prospective purchaser of a Certificate or a Companion Holder (or any investment advisor,
manager or other representative of the foregoing), (ii) that either (a) such Person is not a Borrower Party, in which case such
Person shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s
Website hereunder, or (b) such Person is a Borrower Party in which case (1) if such Person is the Directing Certificateholder
or a Controlling Class Certificateholder, such Person shall have access to all the reports and information made available to Certificateholders
via the Certificate Administrator’s Website hereunder other than any Excluded Information as set forth herein, or (2) if
such Person is not the Directing Certificateholder or a Controlling Class Certificateholder, such Person shall only receive access
to the Statements to Certificateholders prepared by the Certificate Administrator, (iii) (other than with respect to a Companion
Holder) that such Person has received a copy of the final Prospectus and (iv) such Person agrees to keep any Privileged Information
confidential and will not violate any securities laws; provided, however, that any Excluded Controlling Class Holder
(i) shall be permitted to reasonably request and obtain in accordance with Section 4.02(f) of this Agreement any Excluded
Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not
a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate
Administrator’s Website) and (ii) shall be considered a Privileged Person for all other purposes, except with respect to
its ability to obtain information with respect to any related Excluded Controlling Class Loan. The Certificate Administrator may
require that Investor Certifications be re-submitted from time to time in accordance with its policies and procedures and shall
restrict access to the Certificate Administrator’s Website to any mezzanine lender upon notice from any party to this Agreement
that such mezzanine lender has become an Accelerated Mezzanine Loan Lender.


 


“Investor
Q&A Forum”: As defined in Section 4.07(a).


 


“Investor
Registry”: As defined in Section 4.07(b).


 


“KBRA”:
Kroll Bond Rating Agency, Inc., and its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA”
shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Certificateholder and the Special Servicer and specific ratings of KBRA herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 


“Late
Collections”: With respect to any Mortgage Loan, Whole Loan or Companion Loan, all amounts received thereon prior to
the related Determination Date, whether as payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of principal or interest due in respect of such Mortgage Loan, Whole Loan or Companion
Loan, as applicable (without regard to any acceleration of amounts due thereunder by reason of default), on a Due Date prior to
the immediately preceding Determination Date and not previously recovered. With respect to any REO Loan, all amounts received
in connection with the related REO Property prior to the related Determination Date,


 






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whether as Insurance and Condemnation Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which represent late collections of principal or interest due or deemed due in
respect of such REO Loan or the predecessor Mortgage Loan, Whole Loan or Companion Loan, as applicable (without regard to any
acceleration of amounts due under the predecessor Mortgage Loan, Whole Loan or Companion Loan, as applicable, by reason of default),
on a Due Date prior to the immediately preceding Determination Date and not previously recovered. The term “Late Collections”
shall specifically exclude Penalty Charges. With respect to any Whole Loan, as used in this Agreement, Late Collections shall
refer to such portion of Late Collections to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable,
pursuant to the terms of the related Intercreditor Agreement.


 


“LCF”:
Ladder Capital Finance LLC, a Delaware limited liability company, or its successor-in-interest.


 


“LC
Holdings”: Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership, or its successor-in-interest.


 


“LC
REIT”: Series REIT of Ladder Capital Finance Holdings LLLP, a series of LC Holdings, or its successor-in-interest.


 


“LC
TRS”: Series TRS of Ladder Capital Finance Holdings LLLP, a series of LC Holdings, or its successor-in-interest.


 


“Legal
Fee Reserve Account”: The account created and maintained by the Certificate Administrator pursuant to Section 3.04(b),
in the name of the “Legal Fee Reserve Account”, into which the amounts set forth in Section 3.04(b) shall be
deposited directly and which must be an Eligible Account.


 


“Liquidation
Event”: With respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage
Loan; (iii) such Mortgage Loan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 5 of the related Mortgage
Loan Purchase Agreement; (iv) such Mortgage Loan is purchased by the Special Servicer, or by any Companion Holder or any mezzanine
lender (as applicable) pursuant to Section 3.16 (and the related Intercreditor Agreement, as applicable); (v) such Mortgage
Loan is purchased by the Special Servicer, the Master Servicer, the Holders of the majority of the Controlling Class or the Holders
of the Class R Certificates pursuant to Section 9.01 or acquired by the Sole Certificateholder in exchange for its Certificates
pursuant to Section 9.01; or (vi) such Mortgage Loan is sold by the Special Servicer pursuant to the terms of this Agreement.


 


“Liquidation
Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Special
Servicer in connection with a liquidation of any Specially Serviced Loan or REO Property (except with respect to a Non-Serviced
Mortgaged Property) pursuant to Section 3.16 (including, without limitation, legal fees and expenses, committee or referee
fees and, if applicable, brokerage commissions and conveyance taxes).


 






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“Liquidation
Fee”: A fee payable to the Special Servicer with respect to each Specially Serviced Loan or REO Property (except with
respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer obtains (i) a full, partial or discounted payoff
from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with respect to
the related Companion Loan, if applicable), or REO Property (in any case, other than amounts for which a Workout Fee has been
paid, or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial or discounted
payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related costs and
expenses associated with the related liquidation) related to such liquidated Specially Serviced Loan or REO Property, as the case
may be; provided, however, that no Liquidation Fee shall be payable with respect to (a) the purchase of the Specially
Serviced Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing Certificateholder
or any Affiliate thereof; provided, however, that prior to a Control Termination Event, if the Directing Certificateholder
or an Affiliate thereof purchases any Specially Serviced Loan within ninety (90) days after the Special Servicer delivers to the
Directing Certificateholder for its approval the initial Asset Status Report with respect to such Specially Serviced Loan, the
Special Servicer will not be entitled to a Liquidation Fee in connection with such purchase by the Directing Certificateholder
or its Affiliates), (b) any event described in clause (iv) of the definition of “Liquidation Proceeds” (or
any substitution in lieu of a repurchase) so long as such repurchase or substitution occurs prior to the termination of the Extended
Cure Period, (c) any event described in clauses (v), (vi) and (vii) of the definition of “Liquidation
Proceeds”, as long as, with respect to a purchase pursuant to clause (vi) of the definition of “Liquidation
Proceeds”, a purchase occurs within ninety (90) days of such holder’s purchase option first becoming exercisable during
that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor Agreement, (d) with respect
to a Serviced Companion Loan, (x) a repurchase of such Serviced Companion Loan by the applicable Mortgage Loan Seller for a breach
of a representation or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling and Servicing
Agreement within the time period (or extension thereof) provided for such repurchase of such repurchase occurs prior to the termination
of the extended resolution period provided therein or (y) a purchase of such Serviced Companion Loan by any applicable party to
the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other Securitization; or (e)
if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a Servicing Transfer Event described
in clause (i) or (ii) of the definition of “Servicing Transfer Event”, Liquidation Proceeds are received
within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan or Serviced Whole Loan being refinanced
or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due to the application of any of clauses
(a) through (e) above, the Special Servicer may still collect and retain a Liquidation Fee and similar fees from the
related Mortgagor to the extent provided for in, or not prohibited by, the related loan documents); provided that the Liquidation
Fee with respect to any Specially Serviced Loan will be reduced by the amount of any Excess Modification Fees paid by or on behalf
of the related Mortgagor with respect to the related Mortgage Loan and any related Companion Loan, as applicable, or REO Property
and received by the Special Servicer as compensation within the prior twelve (12) months, but only to the extent those fees have
not previously been deducted from a Workout Fee or Liquidation Fee. No Liquidation Fee shall be payable in connection with a Loss
of Value Payment by a Mortgage Loan Seller, if the


 






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applicable Mortgage Loan Seller makes such Loss of Value Payment within 90
days of receipt of notice of a breach (and giving effect to an extension period of 90 days).


 


“Liquidation
Fee Rate”: A rate equal to 1.00% with respect to any Specially Serviced Loan (and each related Serviced Companion Loan)
and REO Property; provided that if such rate would result in an aggregate Liquidation Fee less than $25,000, then the Liquidation
Fee Rate will be equal to the lesser of (i) 3.00% and (ii) such lower rate as would result in an aggregate Liquidation Fee equal
to $25,000.


 


“Liquidation
Proceeds”: Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the
liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan
or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive
of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions
of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor; (iii)
any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property pursuant to Section 3.16(b);
(iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller pursuant to Section 5 of the related Mortgage Loan
Purchase Agreement; (v) the purchase of a Specially Serviced Loan or REO Property by the Holders of the majority of the Controlling
Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates pursuant to Section 9.01; (vi)
the purchase of a Mortgage Loan or an REO Property by (a) the applicable Subordinate Companion Holder or (b) the related mezzanine
lender pursuant to Section 3.16 and the related Intercreditor Agreement; or (vii) the transfer of any Loss of Value Payments
from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.05(g) of this Agreement (provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection
with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation
Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable
Mortgage Loan Seller). With respect to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion
of Liquidation Proceeds to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant
to the terms of the related Intercreditor Agreement.


 


“Litigation
Control”: As defined in Section 3.32.


 


“Loss
of Value Payment”: As defined in Section 2.03(b) of this Agreement.


 


“Loss
of Value Reserve Fund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h))
designated as such pursuant to Section 3.04(i) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust
Fund but not part of the Grantor Trust or any Trust REMIC.


 


“Lower-Tier
Distribution Amount”: As defined in Section 4.01(b).


 






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“Lower-Tier
Principal Amount”: With respect to any Class of Lower-Tier Regular Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class as specified in the Preliminary Statement hereto,
and (ii) as of any date of determination after the first Distribution Date, an amount equal to the Certificate Balance of the
Class of Related Certificates on the Distribution Date immediately prior to such date of determination (determined as adjusted
pursuant to Section 1.02(iii)), and as set forth in Section 4.01(b)).


 


“Lower-Tier
Regular Interests”: Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class LB,
Class LC, Class LD, Class LE, Class LF, Class LG, Class LH and Class LJ Uncertificated Interests.


 


“Lower-Tier
REMIC”: One of two separate REMICs comprising a portion of the Trust Fund, which consist of the Mortgage Loans (exclusive
of Excess Interest and the proceeds thereof, any REO Property with respect thereto (or an allocable portion thereof, in the case
of any Serviced Mortgage Loan), or the Trust’s beneficial interest in the REO Property with respect to a Non-Serviced Whole
Loan, such amounts as shall from time to time be held in the Collection Account (other than with respect to any Companion Loan),
the related portion of the REO Account, if any, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Lower-Tier
REMIC Distribution Account, and all other properties included in the Trust Fund that are not in the other Trust REMIC or the Grantor
Trust, except for the Loss of Value Reserve Fund.


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial
Mortgage Pass-Through Certificates, Series 2016-C37, Lower-Tier REMIC Distribution Account”. Any such account, accounts
or sub-accounts shall be an Eligible Account.


 


“LTV
Ratio”: With respect to any Mortgage Loan, as of any date of determination, a fraction, expressed as a percentage, the
numerator of which is the scheduled principal balance of such Mortgage Loan, as of such date (assuming no defaults or prepayments
on such Mortgage Loan prior to that date), and the denominator of which is the Appraised Value of the related Mortgaged Property.


 


“MAI”:
Member of the Appraisal Institute.


 


“Major
Decision”: As defined in Section 6.08(a).


 


“Master
Servicer”: Wells Fargo Bank, National Association and its successors in interest and assigns, or any successor thereto
(as Master Servicer) appointed as provided herein.


 


“Master
Servicer Decision”: As defined in Section 3.18(m).


 






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“Material
Defect”: With respect to any Mortgage Loan, a Defect in any Mortgage File or a Breach, which Defect or Breach, as the
case may be, materially and adversely affects the value of such Mortgage Loan, the value of the related Mortgaged Property or
the interests of the Trustee or any Certificateholder therein or causes such Mortgage Loan to be other than a “qualified
mortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section
1.860G-2(f)(2) that causes a defective obligation to be treated as a “qualified mortgage”.


 


“Maturity
Date”: With respect to any Mortgage Loan, Whole Loan or Companion Loan, as of any date of determination, the date on
which the last payment of principal is due and payable under the related Mortgage Note, after taking into account all Principal
Prepayments received prior to such date of determination, but without giving effect to (i) any acceleration of the principal of
such Mortgage Loan, Whole Loan or Companion Loan by reason of default thereunder or (ii) any Grace Period permitted by the related
Mortgage Note.


 


“Mediation
Rules”: As defined in Section 2.03(m)(i).


 


“Mediation
Services Provider”: As defined in Section 2.03(m)(i).


 


“Merger
Notice”: As defined in Section 6.03(b).


 


“Midwest
Industrial Portfolio Intercreditor Agreement”: That certain Agreement Between Noteholders, dated as of December 19,
2016, by and between the holders of the respective promissory notes evidencing the Midwest Industrial Portfolio Whole Loan, relating
to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


“Midwest
Industrial Portfolio Mortgage Loan”: With respect to the Midwest Industrial Portfolio Whole Loan, the Mortgage Loan
that is included in the Trust Fund (identified as Mortgage Loan Number 11 on the Mortgage Loan Schedule), which is evidenced by
promissory note A-1 and is pari passu in right of payment with the Midwest Industrial Portfolio Pari Passu Companion Loan
to the extent set forth in the related Mortgage Loan documents and as provided in the Midwest Industrial Portfolio Intercreditor
Agreement.


 


“Midwest
Industrial Portfolio Mortgaged Property”: The Mortgaged Property that secures the Midwest Industrial Portfolio Whole
Loan.


 


“Midwest
Industrial Portfolio Pari Passu Companion Loan”: With respect to the Midwest Industrial Portfolio Whole Loan, the Companion
Loan evidenced by the related promissory note designated as promissory note A-2 and made by the related Mortgagor and secured
by the Mortgage on the Midwest Industrial Portfolio Mortgaged Property, which is not included in the Trust Fund and which is pari
passu in right of payment to the Midwest Industrial Portfolio Mortgage Loan to the extent set forth in the related Mortgage
Loan documents and as provided in the Midwest Industrial Portfolio Intercreditor Agreement.


 


“Midwest
Industrial Portfolio Whole Loan”: The Midwest Industrial Portfolio Mortgage Loan, together with the Midwest Industrial
Portfolio Pari Passu Companion Loan, each of which is secured by the same Mortgage on the Midwest Industrial Portfolio Mortgaged


 






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Property. References herein to the Midwest Industrial Portfolio Whole Loan shall be construed to refer to the aggregate indebtedness
under the Midwest Industrial Portfolio Mortgage Loan and the Midwest Industrial Portfolio Pari Passu Companion Loan.


 


“Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, any and
all fees with respect to a modification, extension, waiver or amendment that modifies, extends, amends or waives any term of the
Mortgage Loan documents and/or related Serviced Companion Loan documents (as evidenced by a signed writing) agreed to by the Master
Servicer or the Special Servicer, as applicable (other than all assumption fees, assumption application fees, consent fees, defeasance
fees, Special Servicing Fees, Liquidation Fees or Workout Fees).


 


“Moody’s”:
Moody’s Investors Service, Inc., and its successors in interest. If neither Moody’s nor any successor remains in existence,
“Moody’s” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable
Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator,
the Master Servicer, the Directing Certificateholder and the Special Servicer, and specific ratings of Moody’s herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Morningstar”:
Morningstar Credit Ratings, LLC, and its successors in interest. If neither Morningstar nor any successor remains in existence,
“Morningstar” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable
Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator,
the Master Servicer, the Directing Certificateholder and the Special Servicer, and specific ratings of Morningstar herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Mortgage”:
With respect to any Mortgage Loan or Companion Loan, the mortgage(s), deed(s) of trust or other instrument(s) securing the related
Mortgage Note and creating a first mortgage lien on the fee and/or leasehold interest in the related Mortgaged Property.


 


“Mortgage
File”: With respect to each Mortgage Loan or Companion Loan, if applicable, but subject to Section 2.01, collectively
the following documents:


 


(i)         the
original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to the order
of Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of Wells Fargo Commercial Mortgage
Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37, without recourse, representation or warranty”
or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 






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(ii)        the
original or a copy of the Mortgage, together with an original or copy of any intervening Assignments of Mortgage, in each case
with evidence of recording indicated thereon or certified to have been submitted for recording;


 


(iii)       an
original Assignment of Mortgage in blank or in favor of “Wilmington Trust, National Association, as trustee for the benefit
of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series
2016-C37” (or in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or
similar capacity under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject
to the completion of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or,
if the related Mortgage Loan Seller is responsible for the recordation of that Assignment of Mortgage, a copy thereof certified
to be the copy of such Assignment of Mortgage submitted, or to be submitted, for recording);


 


(iv)       the
original or a copy of any related Assignment of Leases and of any intervening Assignments (if such item is a document separate
from the Mortgage), with evidence of recording indicated thereon or certified to have been submitted for recording;


 


(v)        an
original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank or in
favor of “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of Wells Fargo Commercial
Mortgage Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37” (or in the
case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the
related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject to the completion of certain
missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan
Seller is responsible for the recordation of that Assignment, a copy thereof certified to be the copy of such Assignment submitted
or to be submitted for recording);


 


(vi)       the
original assignment of all unrecorded documents relating to the Mortgage Loan or a Serviced Whole Loan, if not already assigned
pursuant to clause (iii) or clause (v) above;


 


(vii)      originals
or copies of all modification, consolidation, assumption, written assurance and substitution agreements in those instances in
which the terms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;


 


(viii)     the
original or a copy of the policy or certificate of lender’s title insurance (which may be in electronic form) issued in
connection with the


 






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origination of such Mortgage Loan, or, if such policy has not been issued or located, an irrevocable, binding
commitment (which may be a marked version of the policy that has been executed by an authorized representative of the title company
or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title
company) to issue such title insurance policy;


 


(ix)        any
filed copies (bearing evidence of filing) or evidence of filing of any Uniform Commercial Code financing statements, related amendments
and continuation statements in the possession of the applicable Mortgage Loan Seller;


 


(x)         an
original Assignment in favor of the Trustee of any financing statement executed and filed in favor of the applicable Mortgage
Loan Seller or an Affiliate thereof in the relevant jurisdiction (or, if the related Mortgage Loan Seller is responsible for the
filing of that Assignment, a copy thereof certified to be the copy of such Assignment submitted or to be submitted for recording);


 


(xi)        the
original or a copy of any intercreditor agreement relating to existing debt of the borrower, including any Intercreditor Agreement
relating to a Serviced Whole Loan, if applicable;


 


(xii)       the
original or copies of any loan agreement, escrow agreement, security agreement or letter of credit relating to such Mortgage Loan
or Serviced Whole Loan;


 


(xiii)      the
original or a copy of any ground lease, ground lessor estoppel, environmental insurance policy, environmental indemnity or guaranty
relating to such Mortgage Loan or Serviced Whole Loan;


 


(xiv)      the
original or a copy of any property management agreement relating to such Mortgage Loan or Serviced Whole Loan;


 


(xv)       the
original or a copy of any franchise agreements and comfort letters or similar agreements relating to such Mortgage Loan or Serviced
Whole Loan and, with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements
or any notice to the franchisor of the transfer of such Mortgage Loan or Serviced Whole Loan and/or request for the issuance of
a new comfort letter in favor of the Trustee, in each case as applicable;


 


(xvi)      the
original or a copy of any lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xvii)     the
original or a copy of any related mezzanine intercreditor agreement;


 


(xviii)    the
original or a copy of all related environmental insurance policies; and


 






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(xix)      a
list related to such Mortgage Loan indicating the related Mortgage Loan documents included in the related Mortgage File as of
the Closing Date (the “Mortgage Loan Checklist”);


 


provided,
however, that (a) whenever the term “Mortgage File” is used to refer to documents held by the Custodian, such
term shall not be deemed to include such documents and instruments required to be included therein unless they are actually received
by the Custodian, (b) if there exists with respect to any Crossed Mortgage Loan Group only one original or certified copy of any
document referred to in the definition of “Mortgage File” covering all of the Mortgage Loans in such Crossed Mortgage
Loan Group, then the inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans constituting
such Crossed Mortgage Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage File for each
such Mortgage Loan, (c) to the extent that this Agreement refers to a “Mortgage File” for a Companion Loan, such “Mortgage
File” shall be construed to mean the Mortgage File for the related Mortgage Loan (except that references to the Mortgage
Note for a Companion Loan otherwise described above shall be construed to instead refer to a photocopy of such Mortgage Note),
(d) with respect to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation of any Assignment in
the name of the Trustee shall not be construed to limit the beneficial interest of the related Companion Holder(s) in such instrument
and the benefits intended to be provided to them by such instrument, it being acknowledged that (I) the Trustee shall hold such
record title for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively
and (II) any efforts undertaken by the Trustee, the Master Servicer, or the Special Servicer on its behalf to enforce or obtain
the benefits of such instrument shall be construed to be so undertaken by the Trustee, the Master Servicer or the Special Servicer
for the benefit of the Trust as the holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively, (e)
in connection with any Non-Serviced Mortgage Loan, the preceding document delivery requirements will be met by the delivery by
the applicable Mortgage Loan Seller of copies of the documents specified above (other than the Mortgage Note and intervening endorsements
evidencing such Mortgage Loan, with respect to which the original shall be required or the requirements of clause (i) of
the definition of “Mortgage File” shall otherwise be satisfied) including a copy of the Mortgage securing the applicable
Mortgage Loan and any assignments or other transfer documents referred to in clauses (iii), (v), (vi), (vii),
(ix) and (x) above as being in favor of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee
and need only be in such form as was delivered to the applicable Non-Serviced Trustee or a custodian on its behalf, and (f) so
long as the Custodian is also the related Non-Serviced Custodian, in connection with any Non-Serviced Mortgage Loan, any and all
document delivery requirements with respect to the related Mortgage File (or any portion thereof) set forth herein or in the related
Mortgage Loan Purchase Agreement will be satisfied by the delivery, in compliance with the terms of the related Non-Serviced PSA,
by the applicable Mortgage Loan Seller of the documents specified above (other than the Mortgage Note and intervening endorsements
evidencing such Mortgage Loan or shall otherwise satisfy the requirements of clause (i) of the definition of “Mortgage
File”) to the custodian under the related Non-Serviced PSA (in such form as was delivered to the custodian under the related
Non-Serviced PSA); provided that (a) the Custodian shall perform its duties under this Agreement (including, without limitation,
Article II), and be liable to the other parties hereto, with respect to such Non-Serviced Mortgage Loan as if such documents
were required to be delivered and included in the Mortgage File and as if such Non-Serviced Custodian’s receipt


 






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of the documents
contained in the related “mortgage file” delivered under the related Non-Serviced PSA constituted delivery of those
same documents to the Custodian under this Agreement, (b) the Custodian shall not resign as the related Non-Serviced Custodian
without giving at least thirty (30) days’ advance written notice of resignation to each other party hereto, and (c) if for
any reason the Custodian shall resign as Custodian hereunder or resign as the related Non-Serviced Custodian or shall otherwise
no longer act as Custodian hereunder or as the related Non-Serviced Custodian or shall otherwise be required to surrender possession
of the related “mortgage file” delivered under the related Non-Serviced PSA (including by reason of the Non-Serviced
Companion Loan being removed from the related securitization trust), the Custodian shall include the documents contemplated by
clauses (ii) through (xix) above in the Mortgage File for such Non-Serviced Whole Loan (to the extent such documents
were delivered in connection with the related Other Securitization) that shall be maintained by it or any successor custodian
hereunder.


 


“Mortgage
Loan”: Each of the mortgage loans (which, for the avoidance of doubt, includes each Crossed Mortgage Loan Group, each
of which, for the purposes of this Agreement, shall be treated as one Mortgage Loan, provided that each individual Crossed Underlying
Loan within any such Crossed Mortgage Loan Group shall not be included in this definition of Mortgage Loan) transferred and assigned
to the Trustee pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage Loan”
includes the related Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related agreements.
The term “Mortgage Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage Loan that
has replaced a Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan. For the avoidance of
doubt, no Retained Defeasance Rights and Obligations will be part of a “Mortgage Loan” or an asset of the Trust.


 


“Mortgage
Loan Checklist”: As defined in the definition of Mortgage File.


 


“Mortgage
Loan Purchase Agreement”: Each agreement between the Depositor and each Mortgage Loan Seller, relating to the transfer
of all of such Mortgage Loan Seller’s right, title and interest in and to the related Mortgage Loans.


 


“Mortgage
Loan Schedule”: The list of Mortgage Loans transferred on the Closing Date to the Trustee as part of the Trust Fund,
attached hereto as Exhibit B, as any such schedule may be amended from time to time in connection with a substitution under
Section 2.03 and in accordance with the relevant Mortgage Loan Purchase Agreement, and which list sets forth the following
information with respect to each Mortgage Loan so transferred:


 


(i)         the
loan identification number (as specified in Annex A-1 to the Prospectus);


 


(ii)        the
Mortgagor’s name;


 


(iii)       the
street address (including city, state, county and zip code) and name of the related Mortgaged Property;


 


(iv)       the
Mortgage Rate in effect at origination;


 






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(v)        the
Net Mortgage Rate in effect at the Cut-off Date;


 


(vi)       the
original principal balance;


 


(vii)      the
Cut-off Date Balance;


 


(viii)     the
(a) original term to stated maturity or Anticipated Repayment Date, (b) remaining term to stated maturity or Anticipated Repayment
Date and (c) Maturity Date;


 


(ix)       the
original and remaining amortization terms;


 


(x)        the
amount of the Periodic Payment due on the first Due Date following the Cut-off Date;


 


(xi)       the
applicable Servicing Fee Rate;


 


(xii)      whether
the Mortgage Loan is a 30/360 Mortgage Loan or an Actual/360 Mortgage Loan;


 


(xiii)     whether
such Mortgage Loan is secured by a fee simple interest in the related Mortgaged Property; by the Mortgagor’s leasehold interest,
and a fee simple interest, in the related Mortgaged Property; or solely by a leasehold interest in the related Mortgaged Property;


 


(xiv)     identifying
any Mortgage Loans with which such Mortgage Loan is cross-defaulted or cross-collateralized;


 


(xv)      the
name of the related Mortgage Loan Seller;


 


(xvi)     the
name of the related Mortgage Loan sponsor;


 


(xvii)    whether
the related Mortgage Loan is secured by a letter of credit (and, if so, the amount of such letter of credit);


 


(xviii)   amount
of any reserve or escrowed funds that were deposited at origination and any ongoing periodic deposit requirements;


 


(xix)     number
of grace days;


 


(xx)      the
type of cash management agreement or lock-box agreement in place;


 


(xxi)     the
general property type of the related Mortgaged Property;


 


(xxii)    whether
such Mortgage Loan provides for defeasance and if so, the period during which defeasance may occur and the periods when any Principal
Prepayments must be accompanied by any Prepayment Premium or Yield Maintenance Charge;


 






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(xxiii)    the
Anticipated Repayment Date, if applicable;


 


(xxiv)    the
Revised Rate of such Mortgage Loan, if any; and


 


(xxv)     the
number of units, rooms, pads or square feet with respect to each Mortgaged Property;


 


(xxvi)    the
Administrative Cost Rate; and


 


(xxvii)   the
Due Date.


 


Such
Mortgage Loan Schedule shall also set forth the aggregate of the amounts described under clause (vii) above for all of
the Mortgage Loans. Such list may be in the form of more than one list, collectively setting forth all of the information required.


 


“Mortgage
Loan Seller”: Each of (i) Barclays Bank PLC, a public limited company registered in England and Wales, or its successor
in interest, (ii) Ladder Capital Finance LLC, a Delaware limited liability company, or its successor in interest, (iii) Wells
Fargo Bank, National Association, a national banking association, or its successor in interest, (iv) Rialto Mortgage Finance,
LLC, a Delaware limited liability company, or its successor in interest, (v) Silverpeak Real Estate Finance LLC, a Delaware limited
liability company, or its successor in interest, and (vi) C-III Commercial Mortgage LLC, a Delaware limited liability company,
or its successor in interest.


 


“Mortgage
Note”: The original executed promissory note(s) evidencing the indebtedness of a Mortgagor under a Mortgage Loan or
Companion Loan, as the case may be, together with any rider, addendum or amendment thereto, or any renewal, substitution or replacement
thereof.


 


“Mortgage
Rate”: With respect to: (i) any Mortgage Loan (including the Non-Serviced Mortgage Loans) or related Companion Loan
on or prior to its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default) to accrue on such
Mortgage Loan or related Companion Loan from time to time in accordance with the related Mortgage Note and applicable law; or
(ii) any Mortgage Loan or related Companion Loan after its Maturity Date, the annual rate described in clause (i) above
determined without regard to the passage of such Maturity Date. For the avoidance of doubt, the Mortgage Rate of any ARD Loan
shall not be construed to include the related Excess Rate.


 


“Mortgaged
Property”: The real property subject to the lien of a Mortgage.


 


“Mortgagor”:
The obligor or obligors on a Mortgage Note, including without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note and including in connection with any Mortgage Loan
that utilizes an indemnity deed of trust structure, the borrower and the Mortgaged Property owner/payment guarantor/mortgagor
individually and collectively, as the context may require.


 






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“Net
Investment Earnings”: With respect to the Collection Account, the Servicing Accounts or the REO Account or the Companion
Distribution Account for any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount,
if any, by which the aggregate of all interest and other income realized during such period on funds relating to the Trust held
in such account, exceeds the aggregate of all losses, if any, incurred during such period in connection with the investment of
such funds in accordance with Section 3.06.


 


“Net
Investment Loss”: With respect to the Collection Account, the Servicing Accounts or the REO Account or the Companion
Distribution Account for any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount
by which the aggregate of all losses, if any, incurred during such period in connection with the investment of funds relating
to the Trust held in such account in accordance with Section 3.06, exceeds the aggregate of all interest and other income
realized during such period on such funds.


 


“Net
Mortgage Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) and any REO Loan (other
than the portion of an REO Loan related to any Companion Loan) as of any date of determination, a rate per annum equal
to the related Mortgage Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after its respective
Anticipated Repayment Date), minus the related Administrative Cost Rate; provided, however, that for purposes
of calculating Pass-Through Rates, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification,
waiver or amendment of the terms of the related Mortgage Loan, whether agreed to by the Master Servicer or the Special Servicer
or resulting from a bankruptcy, insolvency or similar proceeding involving the related Mortgagor; provided, further,
that for any Mortgage Loan that does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then,
solely for purposes of calculating Pass-Through Rates and the Weighted Average Net Mortgage Rate, the Net Mortgage Rate of such
Mortgage Loan or for any one-month period preceding a related Due Date will be the annualized rate at which interest would have
to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce
the aggregate amount of interest actually accrued in respect of such Mortgage Loan during such one-month period at the related
Net Mortgage Rate; provided, further, that, with respect to each Actual/360 Mortgage Loan, the Net Mortgage Rate
for the one-month period (A) preceding the Due Dates that occur in January and February in any year which is not a leap year or
preceding the Due Date that occurs in February in any year which is a leap year (in either case, unless the related Distribution
Date is the final Distribution Date), will be determined exclusive of any Withheld Amounts, and (B) preceding the Due Date in
March (or February, if the related Distribution Date is the final Distribution Date), will be determined inclusive of the amounts
withheld in the immediately preceding January and February, if applicable. With respect to any REO Loan, the Net Mortgage Rate
shall be calculated as described above, determined as if the predecessor Mortgage Loan had remained outstanding.


 


“Net
Operating Income”: With respect to any Mortgaged Property, for any Mortgagor’s fiscal year end, Net Operating
Income will be calculated in accordance with the standard definition of “Net Operating Income” approved from time
to time endorsed and put forth by the CREFC®.


 






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“New
Lease”: Any lease of REO Property entered into at the direction of the Special Servicer on behalf of the Trust, including
any lease renewed, modified or extended on behalf of the Trust, if the Trust has the right to renegotiate the terms of such lease.


 


“NMWHFIT”:
A “Non-Mortgage Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671
5(b)(12) or successor provisions.


 


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. For the avoidance of doubt, Workout-Delayed
Reimbursement Amounts shall constitute Nonrecoverable Advances only when the Person making such determination in accordance with
the procedures specified herein, and taking into account factors such as all other outstanding Advances, either (a) has determined
that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from Late Collections, Default Interest,
Insurance and Condemnation Proceeds, Liquidation Proceeds or any other recovery on or in respect of such Mortgage Loan or the
related REO Property (without giving effect to potential recoveries on deficiency judgments or recoveries from guarantors), or
(b) has determined that such Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts
(that have not been reimbursed to the party that made such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately
recoverable from the principal portion of future general collections on the Mortgage Loans and REO Properties.


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) which, in the
reasonable judgment of the Master Servicer, the Special Servicer or the Trustee, as the case may be, will not be ultimately recoverable,
together with any accrued and unpaid interest thereon at the Reimbursement Rate, from Late Collections or any other recovery on
or in respect of such Mortgage Loan or REO Loan; provided, however, that the Special Servicer may, at its option
(with respect to any Specially Serviced Loan), make a determination in accordance with the Servicing Standard, that any P&I
Advance previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the Master Servicer (and
with respect to a Serviced Mortgage Loan, to any Other Servicer, and with respect to a Non-Serviced Mortgage Loan, to the related
Non-Serviced Master Servicer and Non-Serviced Special Servicer), the Certificate Administrator, the Trustee, the Operating Advisor
and the 17g-5 Information Provider notice of such determination. Any such determination may be conclusively relied upon by, but
shall not be binding upon, the Master Servicer and the Trustee, provided, however, that the Special Servicer shall
have no such obligation to make an affirmative determination that any P&I Advance is or would be recoverable and in the absence
of a determination by the Special Servicer that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision
shall remain with the Master Servicer or Trustee, as applicable. If the Special Servicer makes a determination that only a portion,
and not all, of any previously made or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and the
Trustee shall have the right to make its own subsequent determination that any remaining portion of any such previously made or
proposed P&I Advance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced Whole Loan, if any Non-Serviced
Master Servicer, Non-Serviced Trustee or Non-Serviced Special Servicer, as applicable, in connection with a securitization of
the related Non-Serviced


 






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Companion Loan determines that a principal and interest advance with respect to the related Non-Serviced
Companion Loan, if made, would be nonrecoverable, such determination shall not be binding on the Master Servicer and the Trustee
as it relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage Loan. Similarly, with respect
to the related Non-Serviced Mortgage Loan, if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines
that any P&I Advance with respect to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance,
such determination shall not be binding on the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and related
Non-Serviced Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Companion Loan (unless
the related Non-Serviced PSA provides otherwise). In making such recoverability determination, the Master Servicer, the Special
Servicer or the Trustee, as applicable, will be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor
under the terms of the related Mortgage Loan or Companion Loan, as applicable, as it may have been modified and (ii) the related
Mortgaged Properties in their “as-is” or then-current conditions and occupancies, as modified by such party’s
assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good
faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of
future adverse changes with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing
Standard in the case of the Master Servicer and the Special Servicer or in its good faith business judgment in the case of the
Trustee, solely in its capacity as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent with
the Servicing Standard in the case of the Master Servicer and the Special Servicer or in its good faith business judgment in the
case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give due regard
to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred
or delayed by the Master Servicer, in light of the fact that related proceeds are a source of recovery not only for the Advance
under consideration but also a potential source of recovery for such delayed or deferred Advance. In addition, any Person, in
considering whether a P&I Advance is a Nonrecoverable Advance, will be entitled to give due regard to the existence of any
outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans, the reimbursement
of which, at the time of such consideration, is being deferred or delayed by the Master Servicer or the Trustee because there
is insufficient principal available for such recovery, in light of the fact that proceeds on the related Mortgage Loan are a source
of recovery not only for the P&I Advance under consideration, but also as a potential source of reimbursement of such Nonrecoverable
Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may
update or change its recoverability determinations at any time (but not reverse any other Person’s determination that an
Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its
good faith business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the
Trust any reasonably required analysis, Appraisals or market value estimates or other information for making a recoverability
determination. Absent bad faith, the Master Servicer’s, the Special Servicer’s or the Trustee’s determination
as to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders. The determination by
the Master Servicer, the Special Servicer or the Trustee, as the case may be, that a Nonrecoverable P&I Advance has been made
or that any proposed P&I Advance, if made,


 






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would constitute a Nonrecoverable P&I Advance, or any updated or changed recoverability
determination, shall be evidenced by an Officer’s Certificate delivered by either the Special Servicer or the Master Servicer
to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but, in the case of the Directing
Certificateholder, only prior to the occurrence and continuance of a Consultation Termination Event and only with respect to any
Mortgage Loan other than an Excluded Loan) (and in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor
(but only in the case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor and the Certificate Administrator (and, in the case of the Serviced Mortgage Loan, any
Other Servicer). The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations
of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall
be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy status, property inspections
and any other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination
and shall include any existing Appraisal of the related Mortgage Loan or the related Mortgaged Property). The Trustee shall be
entitled to conclusively rely on the Master Servicer’s or the Special Servicer’s determination that a P&I Advance
is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s
determination that a P&I Advance is or would be nonrecoverable. In the case of a cross-collateralized Mortgage Loan (if any),
such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized Mortgage
Loan.


 


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan), Serviced Whole Loan or REO Property which, in the reasonable judgment of the Master Servicer,
the Special Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together with any accrued and unpaid
interest thereon, at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan,
Serviced Whole Loan or REO Property. In making such recoverability determination, such Person will be entitled (a) to consider
(among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan, as applicable,
as it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then-current conditions
and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master
Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as
Trustee) regarding the possibility and effects of future adverse changes with respect to such Mortgaged Properties, (b) to estimate
and consider (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good
faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) future expenses, (c)
to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or
in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing
of recoveries and (d) to give due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration,
the recovery of which are being deferred or delayed by the Master Servicer or the Trustee because there is insufficient principal
available for such recovery, in light of the fact that related proceeds are a source of recovery not only for the Advance under
consideration but also a potential source of recovery for such delayed or deferred


 






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Advance. In addition, any Person, in considering
whether a Servicing Advance is a Nonrecoverable Servicing Advance, will be entitled to give due regard to the existence of any
Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts with respect to other Mortgage Loans, the reimbursement of which,
at the time of such consideration, is being deferred or delayed by the Master Servicer, in light of the fact that proceeds on
the related Mortgage Loan are a source of recovery not only for the Servicing Advance under consideration, but also as a potential
source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred
or delayed. In addition, any such Person may update or change its recoverability determinations at any time (but not reverse any
other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in
the case of the Master Servicer or in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee),
may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates or other information
for making a recoverability determination. Absent bad faith, the Master Servicer’s, the Special Servicer’s or the
Trustee’s determination as to the recoverability of any Servicing Advance shall be conclusive and binding on the Certificateholders.
The determination by the Master Servicer, the Special Servicer or the Trustee, as the case may be, that a Nonrecoverable Servicing
Advance has been made or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, or
any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered by either
the Special Servicer or the Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder
(but, in the case of the Directing Certificateholder, only prior to the occurrence and continuance of a Consultation Termination
Event and only with respect to any Mortgage Loan other than an Excluded Loan) (and in the case of a Serviced Mortgage Loan, any
Other Servicer), the Operating Advisor (but only in the case of the Special Servicer) and the Depositor, or by the Trustee to
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator (and in the
case of a Serviced Mortgage Loan, any Other Servicer); provided, however, that the Special Servicer may, at its
option, make a determination in accordance with the Servicing Standard, that any Servicing Advance previously made or proposed
to be made is a Nonrecoverable Servicing Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage
Loan, to any Other Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider
notice of such determination. Any such determination may be conclusively relied upon by, but shall not be binding upon, the Master
Servicer and the Trustee, provided, however, that the Special Servicer shall have no such obligation to make an
affirmative determination that any Servicing Advance is or would be recoverable and in the absence of a determination by the Special
Servicer that such Servicing Advance is or would be a Nonrecoverable Servicing Advance, such decision shall remain with the Master
Servicer or the Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any
previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer and the Trustee shall
each have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed
Servicing Advance is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such determination of
nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the
basis of such determination (which shall be accompanied by, to the extent available, related income and expense statements, rent


 






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rolls, occupancy status, property inspections and any other information used by the Master Servicer, the Special Servicer or the
Trustee, as applicable, to make such determination and shall include any existing Appraisal with respect to the related Mortgage
Loan, Serviced Companion Loan or related Mortgaged Property). The Special Servicer shall promptly furnish any party required to
make Servicing Advances hereunder with any information in its possession regarding the Specially Serviced Loans and REO Properties
as such party required to make Servicing Advances may reasonably request for purposes of making recoverability determinations.
The Trustee shall be entitled to conclusively rely on the Master Servicer’s or the Special Servicer’s determination
that a Servicing Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the
Special Servicer’s determination that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything herein
to the contrary, if the Special Servicer requests that the Master Servicer make a Servicing Advance, the Master Servicer may conclusively
rely on such request as evidence that such advance is not a Nonrecoverable Servicing Advance; provided, however,
that the Special Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect
to Servicing Advances other than emergency advances (although such request may relate to more than one Servicing Advance). In
the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization
of the related cross-collateralized Mortgage Loan. The determination as to the recoverability of any servicing advance or property
protection advance previously made or proposed to be made in respect of a Non-Serviced Whole Loan shall be made by the related
Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee, as the case may be, pursuant to the related
Non-Serviced PSA.


 


“Non-Book
Entry Certificates”: As defined in Section 5.02(c).


 


“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class X-D, Class X-EF, Class X-G, Class X-H,
Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R or Class V Certificate.


 


“Non-Serviced
Certificate Administrator”: The “Certificate Administrator” under a Non-Serviced PSA.


 


“Non-Serviced
Companion Loan”: Each of the Hilton Hawaiian Village Pari Passu Companion Loans, the Hilton Hawaiian Village Subordinate
Companion Loans, the Walmart Shadow Anchored Portfolio Pari Passu Companion Loans, the Potomac Mills Pari Passu Companion Loans,
the Potomac Mills Subordinate Companion Loans and the 80 Park Plaza Pari Passu Companion Loans.


 


“Non-Serviced
Custodian”: The “Custodian” under a Non-Serviced PSA.


 


“Non-Serviced
Depositor”: The “Depositor” under a Non-Serviced PSA.


 


“Non-Serviced
Gain-on-Sale Proceeds”: Any “gain-on-sale proceeds” received in respect of a Non-Serviced Mortgage Loan
pursuant to the related Non-Serviced PSA.


 


“Non-Serviced
Indemnified Parties”: As defined in Section 6.04(i).


 






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“Non-Serviced
Intercreditor Agreement”: Each of the Hilton Hawaiian Village Intercreditor Agreement, the Walmart Shadow Anchored Portfolio
Intercreditor Agreement, the Potomac Mills Intercreditor Agreement and the 80 Park Plaza Intercreditor Agreement.


 


“Non-Serviced
Master Servicer”: The “Master Servicer” or “Servicer” under a Non-Serviced PSA.


 


“Non-Serviced
Mortgage Loan”: Each of the Hilton Hawaiian Village Mortgage Loan, the Walmart Shadow Anchored Portfolio Mortgage Loan,
the Potomac Mills Mortgage Loan and the 80 Park Plaza Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: Each of the Hilton Hawaiian Village Mortgaged Property, the Walmart Shadow Anchored Portfolio Mortgaged
Property, the Potomac Mills Mortgaged Property and the 80 Park Plaza Mortgaged Property.


 


“Non-Serviced
Operating Advisor”: The “Operating Advisor” (if any) under a Non-Serviced PSA.


 


“Non-Serviced
Pari Passu Companion Loan”: Each of the Hilton Hawaiian Village Pari Passu Companion Loans, the Walmart Shadow Anchored
Portfolio Pari Passu Companion Loans, the Potomac Mills Pari Passu Companion Loans and the 80 Park Plaza Pari Passu Companion
Loans.


 


“Non-Serviced
Paying Agent”: The “Paying Agent” under a Non-Serviced PSA.


 


“Non-Serviced
Primary Servicing Fee Rate”: With respect to (i) the Hilton Hawaiian Village Mortgage Loan, 0.00125% per annum,
(ii) the Walmart Shadow Anchored Portfolio Mortgage Loan, 0.05250 per annum, (iii) the Potomac Mills Mortgage Loan, 0.00250%
per annum and (iv) the 80 Park Plaza Mortgage Loan, 0.00250% per annum.


 


“Non-Serviced
PSA”: With respect to (i) the Hilton Hawaiian Village Whole Loan, the Hilton USA Trust 2016-HHV Trust and Servicing
Agreement, (ii) the Walmart Shadow Anchored Portfolio Whole Loan, the WFCM 2016-LC25 Pooling and Servicing Agreement, (iii) the
Potomac Mills Whole Loan, the CFCRE 2016-C6 Pooling and Servicing Agreement and (iv) the 80 Park Plaza Whole Loan, the CGCMT 2016-C3
Pooling and Servicing Agreement.


 


“Non-Serviced
Special Servicer”: The applicable “Special Servicer” of a Non-Serviced Whole Loan under a Non-Serviced PSA.


 


“Non-Serviced
Trust”: The “Trust” formed under a Non-Serviced PSA.


 


“Non-Serviced
Trustee”: The “Trustee” under a Non-Serviced PSA.


 


“Non-Serviced
Whole Loan”: Each of the Hilton Hawaiian Village Whole Loan, the Walmart Shadow Anchored Portfolio Whole Loan, the Potomac
Mills Whole Loan and the 80 Park Plaza Whole Loan.


 






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“Non-Serviced
Whole Loan Controlling Holder”: The “directing holder” or similarly defined party under a Non-Serviced PSA.


 


“Non-Specially
Serviced Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan that is not a
Specially Serviced Loan.


 


“Non-U.S.
Beneficial Ownership Certification”: As defined in Section 5.03(f).


 


“Non-U.S.
Tax Person”: Any person other than a U.S. Tax Person.


 


“Non-Waiving
Successor”: As defined in Section 3.23(l).


 


“Notional
Amount”: In the case of the Class X-A Certificates, the Class X-A Notional Amount, in the case of the Class X-B Certificates,
the Class X-B Notional Amount, in the case of the Class X-D Certificates, the Class X-D Notional Amount, in the case of the Class
X-EF Certificates, the Class X-EF Notional Amount, in the case of the Class X-G Certificates, the Class X-G Notional Amount, in
the case of the Class X-H Certificates, the Class X-H Notional Amount and in the case of the Class X-J Certificates, the Class
X-J Notional Amount.


 


“NRSRO”:
Any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, including
the Rating Agencies.


 


“NRSRO
Certification”: A certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided
electronically and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s
Website, in either case in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this Agreement
or that such NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 of the
Exchange Act, that such NRSRO has access to the Depositor’s 17g-5 website and that such NRSRO will keep such information
confidential, except to the extent such information has been made available to the general public. Each NRSRO shall be deemed
to recertify to the foregoing each time it accesses the Certificate Administrator’s Website.


 


“OCC”:
Office of the Comptroller of the Currency.


 


“Officer’s
Certificate”: A certificate signed by a Servicing Officer of the Master Servicer or the Special Servicer or any Additional
Servicer, as the case may be, or a Responsible Officer of the Trustee or Certificate Administrator, as the case may be.


 


“Offshore
Transaction”: Any “offshore transaction” as defined in Rule 902(h) of Regulation S.


 


“Operating
Advisor”: Trimont Real Estate Advisors, LLC, a Georgia limited liability company, and its successors in interest and
assigns, or any successor operating advisor appointed as herein provided.


 


“Operating
Advisor Annual Report”: As defined in Section 3.26(c).


 






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“Operating
Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and
performed its duties with respect to such Major Decision equal to $10,000 (or such lesser amount as the related Mortgagor agrees
to pay) with respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loans and each related Companion Loan), payable
pursuant to Section 3.05 of this Agreement; provided, however, that no such fee shall be payable unless specifically
paid by the related Mortgagor as a separately identifiable fee; provided, further, that the Operating Advisor may
in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided, further,
however, that to the extent such fee is incurred after the outstanding Certificate Balances of the Control Eligible Certificates
have been reduced to zero as a result of the allocation of Realized Losses to such Certificates, such fee shall be payable in
full to the Operating Advisor as an expense of the Trust; provided, further, that the Master Servicer or the Special
Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor
if it determines that such full or partial waiver is in accordance with the Servicing Standard (provided that the Master
Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any
such waiver or reduction).


 


“Operating
Advisor Expenses”: With respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts
or additional trust fund expenses payable to the Operating Advisor pursuant to this Agreement (other than the Operating Advisor
Fee and the Operating Advisor Consulting Fee).


 


“Operating
Advisor Fee”: With respect to each Mortgage Loan and REO Loan (but excluding each Non-Serviced Mortgage Loan and each
Companion Loan), the fee payable to the Operating Advisor pursuant to Section 3.26(i).


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per
annum rate of 0.00255%, except with respect to each Non-Serviced Mortgage Loan and each Companion Loan.


 


“Operating
Advisor Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best
interest of, and for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan for the benefit of the
holders of the related Companion Loan (as a collective whole as if such Certificateholders and Companion Holders constituted a
single lender), and not to any particular Class of Certificateholders (as determined by the Operating Advisor in the exercise
of its good faith and reasonable judgment), but without regard to any conflict of interest arising from any relationship that
the Operating Advisor or any of its Affiliates may have with any of the underlying Mortgagors, any Sponsor, any Mortgage Loan
Seller, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing Certificateholder
or any of their Affiliates.


 


“Operating
Advisor Termination Event”: Any of the following events, whether any such event is voluntary or involuntary or is effected
by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body:


 






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(a)          any
failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach of any of its representations or warranties under this Agreement, which failure continues unremedied for a period of thirty
(30) days after the date on which written notice of such failure, requiring the same to be remedied, is given to the Operating
Advisor by any party to this Agreement or to the Operating Advisor, the Certificate Administrator and the Trustee by the holders
of Certificates evidencing greater than 25% of the aggregate Voting Rights, provided that any such failure which is not
curable within such thirty (30) day period, the Operating Advisor will have an additional cure period of thirty (30) days to effect
such cure so long as it has commenced to cure such failure within the initial thirty (30) day period and has provided the Trustee
and the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing
to pursue, such cure;


 


(b)          any
failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure continues unremedied
for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is
given to the Operating Advisor by any party to this Agreement;


 


(c)          any
failure by the Operating Advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period of thirty
(30) days after the date on which written notice of such failure, requiring the same to be remedied, is given to the Operating
Advisor by any party to this Agreement;


 


(d)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding up or liquidation of its affairs, shall have been entered against the operating advisor, and such decree or order shall
have remained in force undischarged or unstayed for a period of sixty (60) days;


 


(e)          the
Operating Advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency,
readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the
operating advisor or of or relating to all or substantially all of its property; or


 


(f)          the
Operating Advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage
of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends
payment of its obligations.


 


“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, acceptable in form and delivered
to the Trustee and the Certificate Administrator, except that any opinion of counsel relating to (a) the qualification of any
Trust REMIC as a REMIC, (b) compliance with the REMIC


 






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Provisions, (c) the qualification of the Grantor Trust as a grantor trust,
or (d) the resignation of the Master Servicer, the Special Servicer or the Depositor pursuant to Section 6.05, must be
an opinion of counsel who is in fact Independent of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor
and the Asset Representations Reviewer.


 


“Original
Certificate Balance”: With respect to any Class of Principal Balance Certificates, the initial aggregate principal amount
thereof as of the Closing Date, in each case as specified in the Preliminary Statement.


 


“Original
Lower-Tier Principal Amount”: With respect to any Class of Lower-Tier Regular Interest, the initial principal amount
thereof as of the Closing Date, in each case as specified in the Preliminary Statement.


 


“Original
Notional Amount”: With respect to the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional
Amount, the Class X-EF Notional Amount, the Class X-G Notional Amount, the Class X-H Notional Amount and the Class X-J Notional
Amount, the applicable initial Notional Amount thereof as of the Closing Date, as specified in the Preliminary Statement.


 


“Other
Asset Representations Reviewer”: Any asset representations reviewer under an Other Pooling and Servicing Agreement.


 


“Other
Certificate Administrator”: Any certificate administrator under an Other Pooling and Servicing Agreement.


 


“Other
Depositor”: Any depositor under an Other Pooling and Servicing Agreement.


 


“Other
Exchange Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements
of the Exchange Act, the Other Servicer, Other Trustee, Other Certificate Administrator or Other Depositor under the related Other
Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D, Form ABS-EE and
Form 10-K with respect to such Other Securitization Trust, as identified in writing to the parties to this Agreement; and, with
respect to any Other Securitization Trust that is not subject to the reporting requirements of the Exchange Act, the trustee,
certificate administrator, master servicer, special servicer or depositor under the related Other Pooling and Servicing Agreement
that is responsible for the preparation and/or dissemination of periodic distribution date statements or similar reports, as identified
in writing to the parties to this Agreement.


 


“Other
Pooling and Servicing Agreement”: Any trust and servicing agreement or pooling and servicing agreement that creates
a trust whose assets include any Serviced Companion Loan.


 


“Other
Securitization”: As defined in Section 11.06.


 


“Other
Servicer”: Any master servicer or special servicer, as applicable, under an Other Pooling and Servicing Agreement.


 






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“Other
Trustee”: Any trustee under an Other Pooling and Servicing Agreement.


 


“Ownership
Interest”: As to any Certificate, any ownership or security interest in such Certificate as the Holder thereof and any
other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.


 


“P&I
Advance”: As to any Mortgage Loan or REO Loan (but not any related Companion Loan), any advance made by the Master
Servicer or the Trustee, as applicable, pursuant to Section 4.03 or Section 7.05.


 


“P&I
Advance Date”: The Business Day immediately prior to each Distribution Date.


 


“P&I
Advance Determination Date”: With respect to any Distribution Date, the close of business on the related Determination
Date.


 


“Pari
Passu Companion Loan Holder”: Any holder of record of any Serviced Pari Passu Companion Loan or Non-Serviced Pari Passu
Companion Loan.


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the
Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-S Pass-Through Rate,
the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate, the
Class F Pass-Through Rate, the Class G Pass-Through Rate, the Class H Pass-Through Rate, the Class J Pass-Through Rate, the Class
X-A Pass-Through Rate, the Class X-B Pass-Through Rate, the Class X-D Pass-Through Rate, the Class X-EF Pass-Through Rate, the
Class X-G Pass-Through Rate, the Class X-H Pass-Through Rate or the Class X-J Pass-Through Rate, as the case may be.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


“Penalty
Charges”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan (or
any successor REO Loan), any amounts actually collected thereon (or, in the case of a Serviced Companion Loan (or any successor
REO Loan thereto) that is part of a Serviced Whole Loan, actually collected on such Serviced Whole Loan, and allocated and paid
on such Serviced Companion Loan (or any successor REO Loan), as applicable, in accordance with the related Intercreditor Agreement)
that represent late payment charges or Default Interest, other than a Prepayment Premium, a Yield Maintenance Charge or any Excess
Interest.


 


“Percentage
Interest”: As to any Certificate (other than the Class R and Class V Certificates), the percentage interest evidenced
thereby in distributions required to be made with respect to the related Class. With respect to any Certificate (other than the
Class R and Class V Certificates), the percentage interest is equal to the Denomination as of the Closing Date of such Certificate
divided by the Original Certificate Balance or Original Notional Amount, as applicable, of such Class of Certificates as of the
Closing Date. With respect to a Class R or a Class V Certificate, the percentage interest is set forth on the face thereof.


 






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“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


“Periodic
Payment”: With respect to any Mortgage Loan or any related Companion Loan, the scheduled monthly payment of principal
and/or interest (other than Excess Interest) on such Mortgage Loan or Companion Loan, including any Balloon Payment, which is
payable (as the terms of the applicable Mortgage Loan or Companion Loan may be changed or modified in connection with a bankruptcy
or similar proceedings involving the related Mortgagor or by reason of a modification, extension, waiver or amendment granted
or agreed to pursuant to the terms hereof) by a Mortgagor from time to time under the related Mortgage Note and applicable law,
without regard to any acceleration of principal of such Mortgage Loan or Companion Loan by reason of default thereunder and without
regard to any Excess Interest.


 


“Permitted
Investments”: Any one or more of the following obligations or securities (including obligations or securities of the
Certificate Administrator, or managed by the Certificate Administrator or any Affiliate of the Certificate Administrator, if otherwise
qualifying hereunder), regardless of whether issued by the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, or any of their respective Affiliates and having the required ratings, if any, provided for in
this definition and which shall not be subject to liquidation prior to maturity:


 


(i)         direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America,
Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed
by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition;
provided that any obligation of, or guarantee by, Fannie Mae or Freddie Mac, other than an unsecured senior debt obligation
of Fannie Mae or Freddie Mac, shall be a Permitted Investment only if such investment would not result in the downgrading, withdrawal
or qualification of the then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding
any class of Serviced Companion Loan Securities that are then rated by such Rating Agency, such class of securities) as evidenced
in writing;


 


(ii)        time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date
of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized
under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state
banking authorities with respect to which (A) with respect to Moody’s, (I) in the case of such investments with maturities
of thirty (30) days or less, the short-term debt obligations of which are rated in the highest short-term rating category by Moody’s
or the long-term debt obligations of which are rated at least “A2” by Moody’s, (II) in the case of such investments
with maturities of three (3) months or less, but more than thirty (30) days, the short-term obligations of which are rated in
the highest short-term rating category by Moody’s and the long-term obligations of which are rated at least “A1”
by Moody’s, (III) in the case of such investments with maturities of six (6) months or less, but more than three (3) months,
the


 






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short-term obligations of which are rated in the highest short-term rating category by Moody’s and the long-term obligations
of which are rated at least “Aa3” by Moody’s, and (IV) in the case of such investments with maturities of more
than six (6) months, the short-term obligations of which are rated in the highest short-term rating category by Moody’s
and the long-term obligations of which are rated “Aaa” by Moody’s (or, in each case, if permitted by the related
Mortgage Loan, if not rated by Moody’s, otherwise acceptable to Moody’s, as confirmed in writing that such investment
would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates),
(B) with respect to Fitch, the commercial paper or other short term debt obligations of such depository institution or trust company
are rated in the highest rating categories of Fitch, (C) for maturities of less than three (3) months, a short-term rating of
“R-1(high)” by DBRS (if then rated by DBRS and, if not so rated, by two other NRSROs (which may be Moody’s and/or
Fitch)), and (D) for maturities greater than three (3) months, a long-term rating of “AAA” by DBRS (if then rated
by DBRS and, if not so rated, by two other NRSROs (which may be Moody’s and/or Fitch)); or, in each case, such other rating
as is the subject of a Rating Agency Confirmation by such Rating Agency relating to the Certificate and any Serviced Companion
Loan Securities then rated by such Rating Agency;


 


(iii)       repurchase
agreements or obligations with respect to any security described in clause (i) above where such security has a remaining
maturity of one year or less and where such repurchase obligation has been entered into with a depository institution or trust
company (acting as principal) described in clause (ii) above;


 


(iv)       debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States
of America or any state thereof which, (A) if such debt obligations have a term of three months or less, (1) the short-term obligations
of which corporation are rated in the highest short-term debt rating category of Fitch and DBRS (in the case of DBRS, if then
rated by DBRS and if not so rated, by two other NRSROs (which may be Moody’s and Fitch)) and (2) the short-term obligations
of which corporation are rated in the highest short-term rating category by Moody’s or the long-term obligations of which
corporation are rated at least “A2” by Moody’s, (B) if such debt obligations have a term of more than three
months and not in excess of six months, the short-term obligations of which are rated in the highest short-term rating category
by each Rating Agency and the long-term obligations of which corporation are rated at least “Aa3” by Moody’s
and (C) if such debt obligations have a term of more than six months, the short-term obligations of which corporation are rated
in the highest short-term rating category by each Rating Agency and the long-term obligations of which corporation are rated “Aaa”
by Moody’s (or, in the case of any such Rating Agency as set forth in sub-clauses (A) through (C) above, such
lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) if the obligations mature within sixty (60)
days; provided, however, that securities issued by any particular corporation will not be Permitted Investments
to the extent that investment therein will cause the then-outstanding principal amount of securities issued by such corporation
and held in the accounts established hereunder to exceed 10% of the sum of the aggregate principal balance and the aggregate principal
amount of all Permitted Investments in such accounts;


 






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(v)        commercial
paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated,
provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to any withholding
imposed by any non-United States jurisdiction) (a)(1) in the case of such investments with maturities of 30 days or less, the
short term obligations of which corporation are rated at least in the highest short-term debt rating category of Moody’s
and “F1” by Fitch, or the long-term obligations of which corporation are rated at least “A2” by Moody’s
and “A” by Fitch, (2) in the case of such investments with maturities of three months or less, but more than 30 days,
the short-term obligations of which are rated at least in the highest short-term debt rating category of Moody’s and “F1+”
by Fitch, or the long-term obligations of which are rated at least “AA-” by Fitch (with a short-term rating of “F1”
by Fitch) and “A2” by Moody’s, (3)(A) in the case of such investments with maturities of six months or less,
but more than three months, the short-term obligations of which are rated at least “P1” by Moody’s, and the
long-term obligations of which corporation are rated at least “Aa3” by Moody’s, and (B) in the case of such
investments with maturities of six months or less, but more than three months, the short-term obligations of which are rated at
least “F1+” by Fitch, or the long-term obligations of which corporation are rated at least “AA-” by Fitch
(with a short-term rating of “F1” by Fitch), and (4)(A) in the case of such investments with maturities of more than
six months, the short-term obligations of which are rated at least “P1” by Moody’s, and the long-term obligations
of which are rated at least “Aaa” by Moody’s, and (B) in the case of such investments with maturities of more
than six months, 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 (with a short-term rating of “F1” by Fitch), and (b) the short-term
obligations of which corporation are rated in the highest short-term debt rating category of DBRS (or, if not rated by DBRS, an
equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and Fitch)) and, if it has a term in excess
of six months, the long-term debt obligations of which are rated “AAA” (or the equivalent) by DBRS (or, if not rated
by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and Fitch)) (or, in the case
of any such Rating Agency as set forth in subclauses (a) – (b) above, such lower rating as is the subject
of a Rating Agency Confirmation by such Rating Agency relating to the Certificates and any Serviced Companion Loan Securities);


 


(vi)      money
market funds (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the Wells Fargo
Advantage Heritage Money Market Fund), rated in the highest rating categories of each Rating Agency (if so rated by each such
Rating Agency (and if not rated by any such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs (which
may include Fitch, KBRA, DBRS, Moody’s, Morningstar and/or S&P)) and the highest money market fund category by Moody’s
(or, if not rated by Moody’s, otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation relating
to the Certificates), which may include the investments referred to in clause (i) above if so qualified that (a) have substantially
all of their assets invested continuously in the types of investments referred to in clause (i) above and (b) have net
assets of not less than $5,000,000,000;


 






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(vii)     any
other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more of
the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (vi) above with
respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth
in the applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security or investment
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25); and


 


(viii)    any
other demand, money market or time deposit, obligation, security or investment not listed in clauses (i) – (vi) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency;


 


provided,
however, that each Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6)
of the Code, and that (a) it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change,
(b) any such investment that provides for a variable rate of interest must have an interest rate that is tied to a single interest
rate index plus a fixed spread, if any, and move proportionately with such index, (c) any such investment must not be subject
to liquidation prior to maturity, and (d) any such investment must not be purchased at a premium over par; and provided,
further, however, that no such instrument shall be a Permitted Investment (a) if such instrument evidences principal
and interest payments derived from obligations underlying such instrument and the interest payments with respect to such instrument
provide a yield to maturity at the time of acquisition of greater than 120% of the yield to maturity at par of such underlying
obligations or (b) if such instrument may be redeemed at a price below the purchase price; and provided, further,
however, that no amount beneficially owned by any Trust REMIC (even if not yet deposited in the Trust) may be invested
in investments (other than money market funds) treated as equity interests for federal income tax purposes, unless the Master
Servicer receives an Opinion of Counsel, at its own expense, to the effect that such investment will not adversely affect the
status of any Trust REMIC. Permitted Investments may not be interest-only securities. All investments shall mature or be redeemable
upon the option of the holder thereof on or prior to the Business Day preceding the day before the date such amounts are required
to be applied hereunder.


 


“Permitted
Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title insurance
(or title agency) and/or other fees, insurance commissions or fees and appraisal fees received or retained by the Special Servicer
or any of its respective Affiliates in connection with any services performed by such party with respect to any Mortgage Loan
and Serviced Companion Loan (including any related REO Property) in accordance with this Agreement.


 


“Permitted
Transferee”: Any Person or any agent thereof other than (a) a Disqualified Organization, (b) any other Person so designated
by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person
requesting the transfer) to the effect that the transfer of an Ownership Interest in any Class R


 






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Certificate to such Person will
not cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Person that
is a Disqualified Non-U.S. Tax Person, (d) any partnership if any of its interests are (or under the partnership agreement are
permitted to be) owned, directly or indirectly (other than through a U.S. corporation), by a Disqualified Non-U.S. Tax Person
or (e) a U.S. Tax Person with respect to whom income from the Class R Certificate is attributable to a foreign permanent establishment
or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Tax Person.


 


“Person”:
Any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.


 


“Plan”:
As defined in Section 5.03(m).


 


“Potomac
Mills Intercreditor Agreement”: That certain Agreement Between Noteholders, dated as of November 17, 2016, by and between
the holders of the respective promissory notes evidencing the Potomac Mills Whole Loan, relating to the relative rights of such
holders, as the same may be further amended in accordance with the terms thereof.


 


“Potomac
Mills Mortgage Loan”: With respect to the Potomac Mills Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 4 on the Mortgage Loan Schedule), which is evidenced by the promissory note designated as promissory
note A-10, and is pari passu in right of payment with the related the Potomac Mills Pari Passu Companion Loans and senior
in right of payment to the Potomac Mills Subordinate Companion Loans to the extent set forth in the related Mortgage Loan documents
and as provided in the Potomac Mills Intercreditor Agreement.


 





“Potomac
Mills Mortgaged Property”: The Mortgaged Property that secures the Potomac Mills Whole Loan.


 


“Potomac
Mills Pari Passu Companion Loans”: With respect to the Potomac Mills Whole Loan, the Companion Loans evidenced by the
related promissory notes designated as promissory notes A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8 and A-9 and made by the related
Mortgagor and secured by the Mortgage on the Potomac Mills Mortgaged Property, which are not included in the Trust and which are
generally pari passu in right of payment to the Potomac Mills Mortgage Loan and senior in right of payment to the Potomac
Mills Subordinate Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided in the Potomac
Mills Intercreditor Agreement.


 


“Potomac
Mills Subordinate Companion Loans”: With respect to the Potomac Mills Whole Loan, the Companion Loans evidenced by the
related promissory notes designated as promissory notes B-1, B-2, B-3, B-4, B-5, B-6, B-7, B-8, B-8 and B-10 and made by the related
Mortgagor and secured by the Mortgage on the Potomac Mills Mortgaged Property, which are not included in the Trust and which are
generally subordinate in right of payment to the Potomac Mills Mortgage Loan and the Potomac Mills Pari Passu Companion Loans
to the extent set forth in the related Mortgage Loan documents and as provided in the Potomac Mills Intercreditor Agreement.



 






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“Potomac
Mills Whole Loan”: The Potomac Mills Mortgage Loan, together with the Potomac Mills Pari Passu Companion Loans and the
Potomac Mills Subordinate Companion Loans, each of which is secured by the same Mortgage on the Potomac Mills Mortgaged Property.
References herein to the Potomac Mills Whole Loan shall be construed to refer to the aggregate indebtedness under the Potomac
Mills Mortgage Loan, the Potomac Mills Pari Passu Companion Loans and the Potomac Mills Subordinate Companion Loans.


 


“Pre-Close
Information”: As defined in Section 3.13(c).


 


“Preliminary
Dispute Resolution Election Notice”: As defined in Section 2.03(l)(i).


 


“Preliminary
Prospectus” The Preliminary Prospectus, dated December 6, 2016, relating to the Registered Certificates.


 


“Prepayment
Assumption”: A “constant prepayment rate” of 0% used for determining the accrual of original issue discount
and market discount, if any, and the amortization premium, if any, on the Certificates for federal income tax purposes; provided that it is assumed that each Mortgage Loan with an Anticipated Repayment Date prepays on such date.


 


“Prepayment
Interest Excess”: For any Distribution Date and with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Serviced Whole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period,
which Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Due Date
and prior to the following Determination Date, the amount of interest (net of the related Servicing Fees and any Excess Interest),
to the extent collected from the related Mortgagor (without regard to any Prepayment Premium or Yield Maintenance Charge actually
collected), that would have accrued at a rate per annum equal to (x) in the case of any such Mortgage Loan other than a
Serviced Mortgage Loan, the sum of (i) the related Net Mortgage Rate for such Mortgage Loan, and (ii) the Certificate Administrator
Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual
Property Royalty License Fee Rate and (y) in the case of any Serviced Whole Loan, the Mortgage Rate (net of Servicing Fees and
any Excess Interest) on the amount of such Principal Prepayment from such Due Date to, but not including, the date of such prepayment
(or any later date through which interest accrues). Prepayment Interest Excesses (to the extent not offset by Prepayment Interest
Shortfalls or required to be paid as Compensating Interest Payments) collected on the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and any Serviced Companion Loan, will be retained by the Master Servicer as additional servicing compensation.


 


“Prepayment
Interest Shortfall”: For any Distribution Date and with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Serviced Whole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period,
which Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Determination
Date (or, with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, as applicable,
with a Due Date


 






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occurring after the related Determination Date, the related Due Date) and prior to the following Due Date, the
amount of interest (net of the related Servicing Fees and any Excess Interest), to the extent not collected from the related Mortgagor
(without regard to any Prepayment Premium or Yield Maintenance Charge actually collected), that would have accrued at a rate per
annum equal to (x) in the case of any such Mortgage Loan other than a Serviced Mortgage Loan, the sum of (i) the related Net
Mortgage Rate for such Mortgage Loan, and (ii) the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset
Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and (y) in the
case of any Serviced Whole Loan, the Mortgage Rate (net of Servicing Fees and any Excess Interest) on the amount of such Principal
Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to such Mortgage Loan or
Serviced Whole Loan, as applicable, and ending on such following Due Date. With respect to any Serviced AB Whole Loan, any Prepayment
Interest Shortfall for any Distribution Date shall be allocated first to the related AB Subordinate Companion Loan and
then to the related Mortgage Loan and any related Serviced Pari Passu Companion Loan.


 


“Prepayment
Premium”: With respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance
Charge) paid or payable, as the context requires, by a borrower in connection with a principal prepayment on, or other early collection
of principal of, that Mortgage Loan or any successor REO Loan with respect thereto (including any payoff of a Mortgage Loan by
a mezzanine lender on behalf of the subject borrower if and as set forth in the related Intercreditor Agreement).


 


“Primary
Collateral”: With respect to any Crossed Underlying Loan, that portion of the Mortgaged Property designated as directly
securing such Crossed Underlying Loan and excluding any Mortgaged Property as to which the related lien may only be foreclosed
upon by exercise of the cross-collateralization provisions of such Crossed Underlying Loan.


 


“Primary
Servicing Fee”: The monthly fee payable by the Master Servicer solely from the Servicing Fee to each Initial Sub-Servicer,
which monthly fee accrues at the rate per annum specified as such in the Sub-Servicing Agreement with such Initial Sub-Servicer.


 


“Prime
Rate”: The “Prime Rate” as published in the “Money Rates” section of the New York City edition
of The Wall Street Journal (or, if such section or publication is no longer available, such other comparable publication
as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the
“Prime Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable
discretion) as may be in effect from time to time.


 


“Principal
Balance Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class
B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates.


 


“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 Principal Shortfall for that Distribution Date, (b) the Scheduled Principal Distribution
Amount for such Distribution Date and (c) the Unscheduled Principal Distribution Amount for such


 






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Distribution Date; provided that the 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 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 Principal Distribution Amount for such Distribution
Date (provided that, in the 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 Principal Distribution Amount for the Distribution Date related to the period in
which such recovery occurs).


 


“Principal
Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan or Serviced Whole Loan that is received
in advance of its scheduled Due Date as a result of such prepayment.


 


“Principal
Shortfall”: For any Distribution Date after the initial Distribution Date with respect to the Mortgage Loans, the amount,
if any, by which (a) the related Principal Distribution Amount for the preceding Distribution Date, exceeds (b) the aggregate
amount actually distributed on the preceding Distribution Date in respect of such Principal Distribution Amount. The Principal
Shortfall for the initial Distribution Date will be zero.


 


“Privileged
Communications”: Any correspondence between the Directing Certificateholder and the Special Servicer referred to in
clause (i) of the definition of “Privileged Information”.


 


“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder and the Special Servicer related to any
Specially Serviced Loan (other than with respect to any Excluded Loan) or the exercise of the Directing Certificateholder’s
consent or consultation rights under this Agreement, (ii) strategically sensitive information (including any such information
contained within any Asset Status Report) that the Special Servicer has reasonably determined could compromise the Trust’s
position in any ongoing or future negotiations with the related Mortgagor or other interested party and (iii) information subject
to attorney-client privilege. The Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer
shall be entitled to rely on any identification of materials as “attorney-client privileged” without liability for
any such reliance hereunder.


 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes
generally available to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing
such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted
Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other governmental
agencies, (c) such Privileged Information was already


 



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known to such Restricted Party and not otherwise subject to a confidentiality
obligation and/or (d) the Restricted Party is required by law, rule, regulation, order, judgment or decree to disclose such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate
of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides
an Investor Certification, any Non-Serviced Master Servicer, any Other Servicer, any Person (including the Directing Certificateholder)
who provides the Certificate Administrator with an Investor Certification and any NRSRO (including any Rating Agency) that provides
the Certificate Administrator with an NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted
electronically via the Certificate Administrator’s Website; provided, however, that in no event may a Borrower
Party (other than a Borrower Party that is the Special Servicer) be entitled to receive (i) if such party is the Directing Certificateholder
or any Controlling Class Certificateholder, any Excluded Information via the Certificate Administrator’s Website (unless
a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited
with respect to the related Excluded Controlling Class Loan(s)), and (ii) if such party is not the Directing Certificateholder
or any Controlling Class Certificateholder, any information other than the Distribution Date Statement. In determining whether
any Person is an Additional Servicer or an Affiliate of the Operating Advisor, the Certificate Administrator may rely on direction
by the Master Servicer, the Special Servicer, any Mortgage Loan Seller or the Operating Advisor, as the case may be.


 


Notwithstanding
anything to the contrary in this Agreement, if the Special Servicer obtains knowledge that it has become a Borrower Party, the
Special Servicer shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not directly or
indirectly provide any information related to the related Excluded Special Servicer Loan to (A) the related Borrower Party, (B)
any of the Special Servicer’s employees or personnel or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) shall maintain sufficient internal controls and
appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above; provided,
further, that nothing in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator
to restrict access by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special
Servicer Loan and in no case shall the Master Servicer or the Certificate Administrator be held liable if the Special Servicer
accesses any Excluded Special Servicer Information relating to the Excluded Special Servicer Loan; provided, further,
however, that any Excluded Controlling Class Holder shall be permitted to reasonably request and to obtain in accordance
with Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not


 



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otherwise available
to such Excluded Controlling Class Holder via the Certificate Administrator’s Website).


 


“Prohibited
Party”: Any proposed Servicing Function Participant that is listed on the Depositor’s Do Not Hire List.


 


“Prohibited
Prepayment”: As defined in the definition of Compensating Interest Payments.


 


“Proposed
Course of Action”: As defined in Section 2.03(l)(i).


 


“Proposed
Course of Action Notice”: As defined in Section 2.03(l)(i).


 


“Prospectus”:
The Prospectus, dated December 12, 2016, relating to the Registered Certificates.


 


“PSA
Party Repurchase Request”: As defined in Section 2.03(k)(ii).


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Purchase
Price”: With respect to any Mortgage Loan (or any related REO Loan) (including, to the extent required pursuant to the
final paragraph hereof, any related Companion Loan) to be purchased pursuant to (A) Section 5 of the related Mortgage Loan Purchase
Agreement by the related Mortgage Loan Seller, (B) Section 3.16, or (C) Section 9.01, a price, without duplication,
equal to:


 


(i)          the
outstanding principal balance of such Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)) as of the date of purchase; plus


 


(ii)         all
accrued and unpaid interest on the Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)), at the related Mortgage Rate in effect from time to time
(excluding any portion of such interest that represents Default Interest or Excess Interest), to, but not including, the Due Date
therefor immediately preceding or coinciding with the Determination Date for the Collection Period of purchase; plus


 


(iii)        all
related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate, Special
Servicing Fees (whether paid or unpaid) and any other additional trust fund expenses (except for Liquidation Fees) in respect
of such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph
hereof, the related Companion Loan)), if any; plus


 


(iv)        if
such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant to
Section 5 of the applicable Mortgage Loan Purchase Agreement, all reasonable out-of-pocket expenses reasonably incurred or to
be incurred by the Master Servicer, the Special Servicer, the Depositor, the


 



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 Certificate Administrator or the Trustee in respect
of the omission, breach or defect giving rise to the repurchase or substitution obligation (or, in the case of LCF, the payment
guarantee obligations of LC Holdings, LC REIT and LC TRS pursuant to the Mortgage Loan Purchase Agreement to which LCF is a party),
including any expenses arising out of the enforcement of the repurchase or substitution obligation, including, without limitation,
legal fees and expenses and any additional trust fund expenses relating to such Mortgage Loan (or related REO Loan); provided,
however, that such out-of-pocket expenses shall not include expenses incurred by Certificateholders or Certificate Owners
in instituting an Asset Review Vote Election, in taking part in an Asset Review vote or in exercising such Certificateholder’s
or Certificate Owner’s, as applicable, rights under the dispute resolution mechanics pursuant to Section 2.03(l);


 


(v)        Liquidation
Fees, if any, payable with respect to such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)) (which will not include any Liquidation Fees if such repurchase
occurs during the Initial Cure Period or, if applicable, prior to the expiration of the Extended Cure Period); plus


 


(vi)       solely
in the case of a repurchase or substitution by the related Mortgage Loan Seller, any Asset Representations Reviewer Asset Review
Fee for such Mortgage Loan, to the extent not previously paid by the related Mortgage Loan Seller.


 


Solely
with respect to any Serviced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall
mean the amount calculated in accordance with the preceding sentence in respect of the related Whole Loan, including, for such
purposes, the Mortgage Loan and the related Companion Loan, as applicable. With respect to any REO Property to be sold pursuant
to Section 3.16(b), “Purchase Price” shall mean the amount calculated in accordance with the second
preceding sentence in respect of the related REO Loan (including any related Companion Loan). With respect to any sale pursuant
to Section 3.16(a)(ii) or Section 3.16(e) or for purposes of calculating any Gain-on-Sale Proceeds, the “Purchase
Price” shall be allocated between the related Mortgage Loan and Companion Loan, as applicable, in accordance with, and shall
be equal to the amount provided pursuant to, the provisions of the related Intercreditor Agreement. Notwithstanding the foregoing,
with respect to any repurchase pursuant to sub-clause (A) and sub-clause (C), the “Purchase Price” shall
not include any amounts payable in respect of any related Companion Loan.


 


“Qualified
Institutional Buyer”: A “qualified institutional buyer” as defined in Rule 144A under the Act.


 


“Qualified
Insurer”: (i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding
company qualified to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating
of at least: (a) “A3” by Moody’s (or, if not rated by Moody’s, an equivalent rating by (A) two other NRSROs
(which may include Fitch and/or DBRS) or (B) one NRSRO (which may include Fitch or DBRS) and A.M. Best Company, Inc.), (b) “A(low)
by DBRS (or, if not rated by DBRS, at least an equivalent rating as that listed above by one other NRSRO (which may include Moody’s
or Fitch)) and (c) “A” by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent rating as


 



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“A-”
by one other NRSRO (which may include Moody’s or DBRS)) and (ii) with respect to the fidelity bond and errors and omissions
insurance policy required to be maintained pursuant to Section 3.07(c), except as otherwise permitted by Section 3.07(c),
an insurance company that has a claims paying ability (or the obligations which are guaranteed or backed by a company having such
claims paying ability) rated by at least one of the following rating agencies of at least (a) “A3” by Moody’s,
(b) “A-” by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M. Best Company, Inc. (or, with respect
to any fidelity bond or errors and omissions insurance maintained by Trimont Real Estate Advisors, LLC in its capacity as Operating
Advisor or Asset Representations Reviewer, A-:VIII by A.M. Best Company) or (e) “A(low)” by DBRS, or, in the case
of clauses (i) or (ii), any other insurer acceptable to the Rating Agencies, as evidenced by a Rating Agency Confirmation
and a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 


“Qualified
Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to the Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer
or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the Operating Advisor
(x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement, and (y) for the
appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement special servicer
to become the Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other than compensation
that is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed as the replacement
special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment as successor special servicer,
in each case, unless such fee is expressly approved by 100% of the Certificateholders, (vi) currently has a special servicer rating
of at least “CSS3” from Fitch, (vii) is currently acting as a special servicer in a CMBS transaction rated by Moody’s
on a transaction-level basis (as to which CMBS transaction there are outstanding CMBS rated by Moody’s), and (viii) is currently
acting as a special servicer in a CMBS transaction rated by DBRS (as to which CMBS transaction there are outstanding CMBS rated
by DBRS), and (ix) is not a special servicer that has been cited by Moody’s or DBRS as having servicing concerns as the
sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a rating downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior
to the time of determination.


 


“Qualified
Substitute Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution
will be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a fixed Mortgage Rate not less than the Mortgage Rate of the removed
Mortgage Loan, determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan;
(iii) have the same Due Date as and


 



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Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest on the
same basis as the removed Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months); (v)
have a remaining term to stated maturity not greater than, and not more than five (5) years less than, the remaining term to stated
maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of the loan-to-value
ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value” for the Mortgaged
Property as determined using an Appraisal; (vii) comply as of the date of substitution in all material respects with all of the
representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report
that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and which will be delivered
as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio at least equal to the greater of
the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and 1.25x, (x) constitute a “qualified
replacement mortgage” within the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided
at the applicable Mortgage Loan Seller’s expense); (xi) not have a maturity date or an amortization period that extends
to a date that is after the date five (5) years prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions
to those of the removed Mortgage Loan; (xiii) not be substituted for a removed Mortgage Loan unless the Trustee and the Certificate
Administrator have received Rating Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency
Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved, so long as a Control Termination Event
has not occurred and is not continuing and the affected Mortgage Loan is not an Excluded Loan, by the Directing Certificateholder;
(xv) prohibit defeasance within two (2) years of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it
would result in an Adverse REMIC Event other than the imposition of a tax on income expressly permitted or contemplated to be
imposed by the terms of this Agreement, as determined by an Opinion of Counsel at the cost of the related Mortgage Loan Seller;
(xvii) have an engineering report that indicates no material adverse property condition or deferred maintenance with respect to
the related Mortgaged Property that will be delivered as a part of the related Servicing File; and (xviii) be current in the payment
of all scheduled payments of principal and interest then due. In the event that more than one mortgage loan is substituted for
a removed Mortgage Loan, then the amounts described in clause (i) shall be determined on the basis of aggregate Stated
Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements
specified in clauses (ii) through (xviii); provided that the rates described in clause (ii) above
and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis;
provided, further, that no individual Mortgage Rate (net of the Servicing Fee Rate, the Certificate Administrator
Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual
Property Royalty License Fee Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a
cap equal to, the Weighted Average Net Mortgage Rate) of any Class of Principal Balance Certificates having a Certificate Balance
then outstanding. When a Qualified Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage
Loan Seller shall certify that the Qualified Substitute Mortgage Loan meets all of the requirements of the above definition and
shall send such certification to the Trustee, the Certificate Administrator and, prior to the occurrence and continuance of a
Consultation Termination Event, the Directing Certificateholder.


 



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“Quantum
Park Intercreditor Agreement”: That certain Agreement Between Noteholders, dated as of October 21, 2016, by and between
the holders of the respective promissory notes evidencing the Quantum Park Whole Loan, relating to the relative rights of such
holders, as the same may be further amended in accordance with the terms thereof.


 


“Quantum
Park Mortgage Loan”: With respect to the Quantum Park Whole Loan, the Mortgage Loan that is included in the Trust Fund
(identified as Mortgage Loan Number 2 on the Mortgage Loan Schedule), which is evidenced by the promissory note designated as
promissory note A-3 and is pari passu in right of payment with the Quantum Park Pari Passu Companion Loans to the extent
set forth in the related Mortgage Loan documents and as provided in the Quantum Park Intercreditor Agreement.


 


“Quantum
Park Mortgaged Property”: The Mortgaged Property that secures the Quantum Park Whole Loan.


 


“Quantum
Park Pari Passu Companion Loans”: With respect to the Quantum Park Whole Loan, the Companion Loans evidenced by the
related promissory notes designated as promissory notes A-1 and A-2 and made by the related Mortgagor and secured by the Mortgage
on the Quantum Park Mortgaged Property, which are not included in the Trust Fund and which are pari passu in right of payment
to the Quantum Park Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Quantum
Park Intercreditor Agreement.


 


“Quantum
Park Whole Loan”: The Quantum Park Mortgage Loan, together with the Quantum Park Pari Passu Companion Loans, each of
which is secured by the same Mortgage on the Quantum Park Mortgaged Property. References herein to the Quantum Park Whole Loan
shall be construed to refer to the aggregate indebtedness under the Quantum Park Mortgage Loan and the Quantum Park Pari Passu
Companion Loans.


 


“RAC
No-Response Scenario”: As defined in Section 3.25(a).


 


“RAC
Requesting Party”: As defined in Section 3.25(a).


 


“Rated
Final Distribution Date”: As to each Class of Certificates, the Distribution Date in December 2049.


 


“Rating
Agency”: Each of DBRS, Fitch and Moody’s or their successors in interest. If no such rating agency nor any successor
thereof remains in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating
agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee,
the Certificate Administrator, the Special Servicer and the Master Servicer, and specific ratings of DBRS, Fitch and Moody’s
herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Rating
Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each
applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result
in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if


 



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then rated
by the Rating Agency); provided that a written waiver or other acknowledgment from the Rating Agency indicating its decision
not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the
Rating Agency Confirmation from each Rating Agency with respect to such matter.


 


“Rating
Agency Inquiry”: As defined in Section 4.07(c).


 


“Rating
Agency Q&A Forum and Document Request Tool”: As defined in Section 4.07(c).


 


“Realized
Loss”: As defined in Section 4.04(a).


 


“Record
Date”: With respect to any Distribution Date, the last Business Day of the month immediately preceding the month in
which that Distribution Date occurs.


 


“Redwood
MHC Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of November 22, 2016, by and between
the holders of the respective promissory notes evidencing the Redwood MHC Portfolio Whole Loan, relating to the relative rights
of such holders, as the same may be further amended in accordance with the terms thereof.


 


“Redwood
MHC Portfolio Mortgage Loan”: With respect to the Redwood MHC Portfolio Whole Loan, the Mortgage Loan that is included
in the Trust Fund (identified as Mortgage Loan Number 14 on the Mortgage Loan Schedule), which is evidenced by promissory note
A-1 and is pari passu in right of payment with the Redwood MHC Portfolio Pari Passu Companion Loans to the extent set forth
in the related Mortgage Loan documents and as provided in the Redwood MHC Portfolio Intercreditor Agreement.


 


“Redwood
MHC Portfolio Mortgaged Property”: The Mortgaged Property that secures the Redwood MHC Portfolio Whole Loan.


 


“Redwood
MHC Portfolio Pari Passu Companion Loans”: With respect to the Redwood MHC Portfolio Whole Loan, the Companion Loans
evidenced by the related promissory notes designated as promissory notes A-2 and A-3 and made by the related Mortgagor and secured
by the Mortgage on the Redwood MHC Portfolio Mortgaged Property, which are not included in the Trust Fund and which are pari
passu in right of payment to the Redwood MHC Portfolio Mortgage Loan to the extent set forth in the related Mortgage Loan
documents and as provided in the Redwood MHC Portfolio Intercreditor Agreement.


 


“Redwood
MHC Portfolio Whole Loan”: The Redwood MHC Portfolio Mortgage Loan, together with the Redwood MHC Portfolio Pari Passu
Companion Loans, each of which is secured by the same Mortgage on the Redwood MHC Portfolio Mortgaged Property. References herein
to the Redwood MHC Portfolio Whole Loan shall be construed to refer to the aggregate indebtedness under the Redwood MHC Portfolio
Mortgage Loan and the Redwood MHC Portfolio Pari Passu Companion Loans.


 


“Registered
Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class
X-A and Class X-B Certificates.


 



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“Regular
Certificates”: Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class X-A, Class X-B, Class X-D, Class X-EF, Class X-G, Class X-H and
Class X-J Certificates.


 


“Regulation
AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as
such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission
or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.


 


“Regulation
AB Companion Loan Securitization”: As defined in Section 11.15(a).


 


“Regulation
AB Servicing Officer”: Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Companion Loans, or this Agreement and also,
with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s or employee’s
knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing
Officer, such an officer or employee whose name and specimen signature appears on a list of servicing officers furnished to the
Trustee and/or the Certificate Administrator by the Master Servicer or the Special Servicer, as applicable, as such list may from
time to time be amended.


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.


 


“Regulation
S Book-Entry Certificates”: The Non-Registered Certificates sold to institutions that are non-United States Securities
Persons in Offshore Transactions in reliance on Regulation S and represented by one or more Book-Entry Non-Registered Certificates
deposited with the Certificate Administrator as custodian for the Depository.


 


“Reimbursement
Rate”: The rate per annum applicable to the accrual of interest on Servicing Advances in accordance with Section
3.03(d) and P&I Advances in accordance with Section 4.03(d)), which rate per annum shall equal the Prime
Rate.


 


“Related
Certificates” and “Related Lower-Tier Regular Interests”: For each of the following Classes of Certificates,
as applicable, the related Class of Lower-Tier Regular Interests; and for each of the following Classes of Lower-Tier Regular
Interests, the related Class of Certificates, as applicable, set forth below:


 


	Related
Certificates
	 	Related
Lower-Tier Regular Interest

	Class
    A-1 Certificates	 	Class
    LA1 Uncertificated Interest
	Class
    A-2 Certificates	 	Class
    LA2 Uncertificated Interest
	Class
    A-3 Certificates	 	Class
    LA3 Uncertificated Interest
	Class
    A-4 Certificates	 	Class
    LA4 Uncertificated Interest
	Class
    A-5 Certificates	 	Class
    LA5 Uncertificated Interest
	Class
    A-SB Certificates	 	Class
    LASB Uncertificated Interest



 






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	Related
    Certificates	 	Related
    Lower-Tier Regular Interest
	Class
    A-S Certificates	 	Class
    LAS Uncertificated Interest
	Class
    B Certificates	 	Class
    LB Uncertificated Interest
	Class
    C Certificates	 	Class
    LC Uncertificated Interest
	Class
    D Certificates	 	Class
    LD Uncertificated Interest
	Class
    E Certificates	 	Class
    LE Uncertificated Interest
	Class
    F Certificates	 	Class
    LF Uncertificated Interest
	Class
    G Certificates	 	Class
    LG Uncertificated Interest
	Class
    H Certificates	 	Class
    LH Uncertificated Interest
	Class
    J Certificates	 	Class
    LJ Uncertificated Interest


 


“Relevant
Servicing Criteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit AA attached
hereto. For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect
to a Servicing Function Participant engaged by the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable
to the Master Servicer, the Special Servicer, the Trustee and/or the Certificate Administrator.


 


“REMIC”:
A “real estate mortgage investment conduit” as defined in Section 860D of the Code (or any successor thereto).


 


“REMIC
Administrator”: The Certificate Administrator or any REMIC administrator appointed pursuant to Section 10.04.


 


“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear
at Sections 860A through 860G of subchapter M of chapter 1 of the Code, and related provisions, and temporary and final Treasury
Regulations (or proposed regulations that would apply by reason of their proposed effective date to the extent not inconsistent
with temporary or final regulations) and any rulings or announcements promulgated thereunder, as the foregoing may be in effect
from time to time.


 


“Remittance
Date”: The Business Day immediately preceding each Distribution Date.


 


“Rents
from Real Property”: With respect to any REO Property, gross income of the character described in Section 856(d) of
the Code.


 


“REO
Account”: A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section
3.14(b) on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for
the benefit of the related Serviced Companion Noteholder, which shall initially be entitled “LNR Partners, LLC, as Special
Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells
Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37, REO Account”.
Any such account or accounts shall be an Eligible Account.


 



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“REO
Acquisition”: The acquisition for federal income tax purposes of any REO Property pursuant to Section 3.09.


 


“REO
Disposition”: The sale or other disposition of the REO Property pursuant to Section 3.16.


 


“REO
Extension”: As defined in Section 3.14(a).


 


“REO
Loan”: Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan, as applicable),
deemed for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding
for so long as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced
Mortgage Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise
has the same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation,
with respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without
regard to the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have
an initial outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal
Balance, respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the
related REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect
of an REO Loan. All amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage
Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid
Special Servicing Fees and Servicing Fees, additional trust fund expenses and any unreimbursed Advances, together with any interest
accrued and payable to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section
3.03(d) or Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect
of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that
were paid from collections on the related Mortgage Loans and resulted in principal distributed to the Certificateholders being
reduced as a result of the first proviso in the definition of “Principal Distribution Amount” shall be deemed outstanding
until recovered. Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan, no amounts relating to the
related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion Loan, as applicable, will be available
for amounts due to the Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Servicing
Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan
incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with respect to an AB Subordinate
Companion Loan, as set forth in the related Intercreditor Agreement.


 



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“REO
Property”: A Mortgaged Property acquired by the Special Servicer on behalf of, and in the name of, the Trustee or a
nominee thereof for the benefit of the Certificateholders (and the related Companion Holder, subject to the related Intercreditor
Agreement, with respect to a Mortgaged Property securing a Serviced Whole Loan) to the extent set forth herein and the Trustee
(as holder of the Lower-Tier Regular Interests) (and also including, if applicable, the Trust’s beneficial interest in a
Non-Serviced Mortgaged Property acquired by the applicable Non-Serviced Special Servicer on behalf of, and in the name of, the
applicable Non-Serviced Trustee or a nominee thereof for the benefit of the certificateholders under the applicable Non-Serviced
Trust) through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in accordance with applicable law in connection
with the default or imminent default of a Mortgage Loan. References herein to the Special Servicer acquiring, maintaining, managing,
inspecting, insuring, selling or reporting or to Appraisal Reduction Amounts and Final Recovery Determinations with respect to
an “REO Property”, shall not include the Trust’s beneficial interest in a Non-Serviced Mortgaged Property. For
the avoidance of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund, any
Trust REMIC or the Grantor Trust.


 


“REO
Revenues”: All income, rents and profits derived from the ownership, operation or leasing of any REO Property.


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting
Requirements”: As defined in Section 11.12.


 


“Reporting
Servicer”: The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant engaged by such parties, as the case may be.


 


“Repurchase
Request”: A Certificateholder Repurchase Request or a PSA Party Repurchase Request.


 


“Repurchase
Request Recipient”: As defined in Section 2.02(g).


 


“Request
for Release”: A release signed by a Servicing Officer of the Master Servicer or the Special Servicer, as applicable,
in the form of Exhibit E attached hereto.


 


“Requesting
Certificateholder”: As defined in Section 2.03(l)(iii).


 


“Requesting
Holders”: As defined in Section 4.05(b).


 


“Residual
Ownership Interest”: Any record or beneficial interest in the Class R Certificates.


 


“Resolution
Failure”: As defined in Section 2.03(k)(iii).


 


“Resolved”:
With respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage Loan has
been repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted for


 



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the related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan Seller
has made a Loss of Value Payment, (v) a contractually binding agreement has been entered into between the Enforcing Servicer,
on behalf of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations
under the related Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust as a
result of a sale or other disposition in accordance with this Agreement.


 


“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Agreement and, with respect to a particular matter, any other officer to whom such
matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (ii) the Certificate
Administrator, any officer assigned to the Corporate Trust Services group with direct responsibility for the administration of
this Agreement and, with respect to a particular matter, any other officer to whom a particular matter is referred by the Certificate
Administrator because of such officer’s knowledge of and familiarity with the particular subject.


 


“Restricted
Period”: The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which Certificates
are first offered to Persons other than the Initial Purchasers or Underwriters and any other distributor (as such term is defined
in Regulation S) of the Certificates and (b) the Closing Date.


 


“Retained
Defeasance Rights and Obligations”: As defined in Section 3.18(i).


 


“Retained
Fee Rate”: A rate equal to 0.00250% per annum with respect to each Mortgage Loan.


 


“Review
Materials”: As defined in Section 12.01(b)(i).


 


“Review
Package”: A Rating Agency Confirmation request and any supporting documentation delivered therewith.


 


“Revised
Rate”: With respect to any ARD Loan, the increased interest rate after the related Anticipated Repayment Date (in the
absence of a default) for each applicable Mortgage Loan, as calculated and as set forth in the related Mortgage Loan.


 


“Rule
144A”: Rule 144A under the Act.


 


“Rule
144A Book-Entry Certificate”: With respect to the Non-Registered Certificates offered and sold in reliance on Rule 144A,
a single, permanent Book-Entry Certificate, in definitive, fully registered form without interest coupons.


 


“Rules”:
As defined in Section 2.03(n)(iv).


 


“S&P”:
S&P Global Ratings, and its successors in interest. If neither S&P nor any successor remains in existence, “S&P”
shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate


 



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Administrator, the Master Servicer,
the Directing Certificateholder and the Special Servicer and specific ratings of S&P herein referenced shall be deemed to
refer to the equivalent ratings of the party so designated.


 


“Sarbanes-Oxley
Act”: The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including
any interpretations thereof by the Commission’s staff).


 


“Sarbanes-Oxley
Certification”: As defined in Section 11.05(a)(iv).


 


“Schedule
AL Additional File”: As defined in Section 3.12(d).


 


“Scheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal
portions of the following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during
or, if and to the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution
Date (and not previously distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled
Payments with respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid by the
Mortgagor as of the Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending
after the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received
by the Master Servicer as of the Business Day preceding the related P&I Advance Date) or (ii) advanced by the Master Servicer
or the Trustee, as applicable, pursuant to Section 4.03 in respect of such Distribution Date, and (b) all Balloon Payments
with respect to the Mortgage Loans to the extent received on or prior to the related Determination Date (or, with respect to each
Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination Date, the related Due Date or
last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the
related P&I Advance Date), and to the extent not included in clause (a) above.


 


“Secure
Data Room”: The website, which shall initially be located within the Certificate Administrator’s Website (initially
“www.ctslink.com”), under the “Diligence Files” tab on the page relating to this transaction.


 


“Securities
Act”: The Securities Act of 1933, as it may be amended from time to time.


 


“Security
Agreement”: With respect to any Mortgage Loan, any security agreement or equivalent instrument, whether contained in
the related Mortgage or executed separately, creating in favor of the holder of such Mortgage a security interest in the personal
property constituting security for repayment of such Mortgage Loan.


 


“Senior
Certificate”: Any Class A Certificate (other than the Class A-S Certificates) or Class X Certificate.


 


“Serviced
AB Mortgage Loan”: For the avoidance of doubt, there are no Serviced AB Mortgage Loans related to the Trust.


 



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“Serviced
AB Whole Loan”: For the avoidance of doubt, there are no Serviced AB Whole Loans related to the Trust.


 


“Serviced
AB Whole Loan Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Directing Lender” or similarly
defined party identified in the related AB Intercreditor Agreement. For the avoidance of doubt, there is no AB Whole Loan Controlling
Holder under this Agreement.


 


“Serviced
Companion Loan”: Each of (a) the Quantum Park Pari Passu Companion Loans, (b) the 1140 Avenue of the Americas Pari Passu
Companion Loans, (c) the Fremaux Town Center Pari Passu Companion Loans, (d) the Midwest Industrial Portfolio Pari Passu Companion
Loan, (e) the Redwood MHC Portfolio Pari Passu Companion Loans, (f) the DoubleTree by Hilton Tempe Pari Passu Companion Loan and
(g) any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, as applicable.


 


“Serviced
Companion Loan Securities”: For so long as the related Mortgage Loan or any successor REO Loan is in the Trust Fund,
any class of securities backed, wholly or partially, by any Serviced Companion Loan.


 


“Serviced
Companion Noteholder”: Each of the holders of (a) the Quantum Park Pari Passu Companion Loans, (b) the 1140 Avenue of
the Americas Pari Passu Companion Loans, (c) the Fremaux Town Center Pari Passu Companion Loans, (d) the Midwest Industrial Portfolio
Pari Passu Companion Loan, (e) the Redwood MHC Portfolio Pari Passu Companion Loans, (f) the DoubleTree by Hilton Tempe Pari Passu
Companion Loan and (g) any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, as applicable.


 


“Serviced
Companion Noteholder Register”: The register maintained by the Companion Paying Agent pursuant to Section 3.28.


 


“Serviced
Mortgage Loan”: Each of (a) the Quantum Park Mortgage Loan, (b) the 1140 Avenue of the Americas Mortgage Loan, (c) the
Fremaux Town Center Mortgage Loan, (d) the Midwest Industrial Portfolio Mortgage Loan (e) the Redwood MHC Portfolio Mortgage Loan,
(f) the DoubleTree by Hilton Tempe Mortgage Loan and (g) any AB Mortgage Loan related to a Serviced AB Whole Loan, as applicable.


 


“Serviced
Pari Passu Companion Loan”: Each of (a) the Quantum Park Pari Passu Companion Loans, (b) the 1140 Avenue of the Americas
Pari Passu Companion Loans, (c) the Fremaux Town Center Pari Passu Companion Loans, (d) the Midwest Industrial Portfolio Pari
Passu Companion Loan (e) the Redwood MHC Portfolio Pari Passu Companion Loans and (f) the DoubleTree by Hilton Tempe Pari Passu
Companion Loan.


 


“Serviced
Pari Passu Companion Loan Holder”: Any holder of record of any Serviced Pari Passu Companion Loan.


 


“Serviced
Pari Passu Companion Loan Securities”: For so long as the related Mortgage Loan or any successor REO Loan is in the
Trust Fund, any class of securities issued by another securitization and backed by a Serviced Pari Passu Companion Loan.


 



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“Serviced
Pari Passu Mortgage Loan”: Each of (a) the Quantum Park Mortgage Loan, (b) the 1140 Avenue of the Americas Mortgage
Loan, (c) the Fremaux Town Center Mortgage Loan, (d) the Midwest Industrial Portfolio Mortgage Loan (e) the Redwood MHC Portfolio
Mortgage Loan and (f) the DoubleTree by Hilton Tempe Mortgage Loan.


 


“Serviced
Pari Passu Whole Loan”: Each of (a) the Quantum Park Whole Loan, (b) the 1140 Avenue of the Americas Whole Loan, (c)
the Fremaux Town Center Whole Loan, (d) the Midwest Industrial Portfolio Whole Loan (e) the Redwood MHC Portfolio Whole Loan,
and (f) the DoubleTree by Hilton Tempe Whole Loan.


 


“Serviced
REO Loan”: Any REO Loan that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced
REO Property”: Any REO Property that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced
Securitized Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as
each such Companion Loan is included in a Regulation AB Companion Loan Securitization.


 


“Serviced
Whole Loan”: Each of (a) the Quantum Park Whole Loan, (b) the 1140 Avenue of the Americas Whole Loan, (c) the Fremaux
Town Center Whole Loan, (d) the Midwest Industrial Portfolio Whole Loan (e) the Redwood MHC Portfolio Whole Loan and (f) the DoubleTree
by Hilton Tempe Whole Loan.


 


“Serviced
Whole Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor
Agreement related to a Serviced Whole Loan.


 


“Serviced
Whole Loan Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable remittance
date (or equivalent concept) in the related Intercreditor Agreement; or (ii) if no such applicable remittance date (or equivalent
concept) is so specified in the related Intercreditor Agreement, then the earlier of (A) one (1) Business Day after the Determination
Date or (B) the fifteenth (15th) day of each calendar month (or, if the fifteenth (15th) calendar day of that month is not a Business
Day, then the Business Day immediately succeeding such fifteenth (15th) calendar day), provided, however, that such
Serviced Whole Loan Remittance Date under this clause (ii) shall not be earlier than two (2) Business Days following the date
the Master Servicer receives the related Periodic Payment with respect to such Serviced Whole Loan.


 


“Servicer
Termination Event”: One or more of the events described in Section 7.01(a).


 


“Servicing
Account”: The account or accounts created and maintained pursuant to Section 3.03(a).


 


“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator,
or the Trustee,


 



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as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and, in the case of
a Serviced Mortgage Loan, the related Serviced Companion Loan, as applicable), other than a Non-Serviced Mortgage Loan, in respect
of which a default, delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable or
(b) a Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or an REO Property (other than an
REO Property related to a Non-Serviced Mortgage Loan), including, in the case of each of such clause (a) and clause
(b), but not limited to, (x) the cost of (i) compliance with the Master Servicer’s obligations set forth in Section
3.03(c), (ii) the preservation, restoration and protection of a Mortgaged Property and the priority of a Mortgage, (iii) obtaining
any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature described in clauses (i) – (vi) of the definition of “Liquidation Proceeds,” (iv) any enforcement or judicial proceedings with respect to a Mortgaged
Property, including foreclosures and (v) the operation, leasing, management, maintenance and liquidation of any REO Property and
(y) any amount specifically designated herein to be paid as a “Servicing Advance”. Notwithstanding anything to the
contrary, “Servicing Advances” shall not include allocable overhead of the Master Servicer or the Special Servicer,
such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar
internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage Loan
or REO Property. None of the Master Servicer, the Special Servicer or the Trustee shall make any Servicing Advance in connection
with the exercise of any cure rights or purchase rights granted to the holder of a Companion Loan under the related Intercreditor
Agreement or this Agreement.


 


“Servicing
Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from time to
time and which as of the Closing Date are listed on Exhibit AA hereto.


 


“Servicing
Fee”: With respect to each Mortgage Loan (including each Non-Serviced Mortgage Loan), Serviced Companion Loan, and any
REO Loan, the fee payable to the Master Servicer pursuant to the first paragraph of Section 3.11(a).


 


“Servicing
Fee Rate”: With respect to (i) each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per
annum rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Master Servicing Fee Rate”,
which rate includes, in each such case, the rate at which applicable master, primary (other than any Non-Serviced Primary Servicing
Fee Rate, which is not included under such heading) and sub-servicing fees accrue, in each case computed on the basis of the Stated
Principal Balance of the related Mortgage Loan or REO Loan in the same manner in which interest is calculated in respect of such
loans, and (ii) each Serviced Pari Passu Companion Loan, 0.00250% per annum, in each case computed on the basis of the
Stated Principal Balance of the related Serviced Pari Passu Companion Loan in the same manner in which interest is calculated
in respect of such loan.


 


“Servicing
File”: A photocopy of all items required to be included in the Mortgage File, together with each of the following, to
the extent such items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to the
extent that the identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates
to any period after the Closing Date) delivered by the related Mortgage


 



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Loan Seller, to the Master Servicer: (i) a copy of any
engineering reports or property condition reports; (ii) other than with respect to a hotel property (except with respect to tenanted
commercial space within a hotel property), copies of a rent roll and, for any office, retail, industrial or warehouse property,
a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage Loan Seller;
(iii) copies of related financial statements or operating statements; (iv) all legal opinions (excluding attorney-client communications
between the related Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal or other due
diligence analyses), Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance policies or other
applicable insurance policies, if any, delivered in connection with the closing of the related Mortgage Loan; (v) a copy of the
Appraisal for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor, which
documents were required to be delivered in connection with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan
that the related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental
reports that were received by the applicable Mortgage Loan Seller relating to the relevant Mortgaged Property.


 


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities
that address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans
by unpaid principal balance as of any date of determination in accordance with Article XI or (ii) the Depositor reasonably
determines that the Master Servicer or the Special Servicer may, for the purposes of the Exchange Act reporting requirements pursuant
to applicable Commission guidance, take responsibility for the assessment of compliance with the Servicing Criteria of such Person.
The Servicing Function Participants as of the Closing Date are listed on Exhibit GG hereto. Exhibit GG shall be
updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


“Servicing
Officer”: Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer
to the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be
amended from time to time thereafter.


 


“Servicing
Standard”: As defined in Section 3.01(a).


 


“Servicing
Transfer Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or related Serviced Companion
Loan, the occurrence of any of the following events:


 


(i)          the
related Mortgagor has failed to make when due any Balloon Payment, and the Mortgagor has not delivered to the Master Servicer,
on or before the due date of such Balloon Payment, documentation reasonably satisfactory in form and substance to the Master Servicer
which provides that a


 



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refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after
the date on which such Balloon Payment will become due (provided that if either (x) such refinancing or sale does not occur
before the expiration of the time period for refinancing or sale specified in such documentation or (y) the Master Servicer is
required to make a P&I Advance in respect of such Mortgage Loan (or, in the case of any Serviced Whole Loan, in respect of
the Mortgage Loan included in the same Serviced Whole Loan) at any time prior to such a refinancing or sale, a Servicing Transfer
Event will occur immediately); or


 


(ii)         the
related Mortgagor has failed to make when due any Periodic Payment (other than a Balloon Payment) or any other payment (other
than a Balloon Payment) required under the related Mortgage Note or the related Mortgage, which failure has continued unremedied
for sixty (60) days; or


 


(iii)        the
Master Servicer determines (in accordance with the Servicing Standard) or receives from the Special Servicer a written determination
of the Special Servicer (which determination the Special Servicer shall make in accordance with the Servicing Standard and (A)
with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Control Termination
Event has occurred and is continuing or (B) if a Control Termination Event has occurred and is continuing, following consultation
with the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Consultation Termination Event has
occurred and is continuing), that a default in making any Periodic Payment (other than a Balloon Payment) or any other material
payment (other than a Balloon Payment) required under the related Mortgage Note or the related Mortgage is likely to occur in
the foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which
the subject payment will become due; or the Master Servicer determines (in accordance with the Servicing Standard) or receives
from the Special Servicer a written determination of the Special Servicer (which determination the Special Servicer shall make
in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect
to an Excluded Loan), unless a Control Termination Event has occurred and is continuing or (B) if a Control Termination Event
has occurred and is continuing, following consultation with the Directing Certificateholder (other than with respect to an Excluded
Loan), unless a Consultation Termination Event has occurred and is continuing), that a default in making a Balloon Payment is
likely to occur in the foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond
the date on which such Balloon Payment will become due (or, if the Mortgagor has delivered, on or prior to the Balloon Payment
Date, documentation reasonably satisfactory in form and substance to the Master Servicer or the Special Servicer (and the Master
Servicer or the Special Servicer, as applicable, shall promptly forward such documentation to the Special Servicer or Master Servicer,
as applicable) which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within
120 days following the date on which such Balloon Payment will


 



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become due, the Master Servicer determines (in accordance with
the Servicing Standard) or receives from the Special Servicer a written determination of the Special Servicer (which determination
the Special Servicer shall make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder
(other than with respect to an Excluded Loan), unless a Control Termination Event has occurred and is continuing or (B) if a Control
Termination Event has occurred and is continuing, following consultation with the Directing Certificateholder (other than with
respect to an Excluded Loan), unless a Consultation Termination Event has occurred and is continuing), that (A) the Mortgagor
is likely not to make one or more Assumed Scheduled Payments prior to such a refinancing or sale or (B) such refinancing or sale
is not likely to occur within 120 days following the date on which such Balloon Payment will become due); or


 


(iv)        there
shall have occurred a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure
of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents,
unless such default has been waived in accordance with Section 3.07 or 3.18) under the related Mortgage Loan documents,
other than as described in clause (i) or (ii) above, that may, in the good faith and reasonable judgment of the
Master Servicer or the Special Servicer (and, in the case of the Special Servicer (A) with the consent of the Directing Certificateholder
(other than with respect to an Excluded Loan), unless a Control Termination Event has occurred and is continuing or (B) if a Control
Termination Event has occurred and is continuing, following consultation with the Directing Certificateholder (other than with
respect to an Excluded Loan), unless a Consultation Termination Event has occurred and is continuing), materially impair the value
of the related Mortgaged Property as security for such Mortgage Loan or Serviced Whole Loan or otherwise materially and adversely
affect the interests of Certificateholders (or, in the case of any Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder(s)), which default has continued unremedied for the applicable cure period under the terms of such Mortgage
Loan or Serviced Whole Loan (or, if no cure period is specified, sixty (60) days); or


 


(v)         a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, shall have been entered against the related Mortgagor and such decree or order shall have remained
in force undischarged or unstayed for a period of sixty (60) days; or


 


(vi)        the
related Mortgagor shall have consented to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all
or substantially all of its property; or


 



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(vii)       the
related Mortgagor shall have admitted in writing its inability to pay its debts generally as they become due, filed a petition
to take advantage of any applicable insolvency or reorganization statute, made an assignment for the benefit of its creditors,
or voluntarily suspended payment of its obligations; or


 


(viii)      the
Master Servicer or the Special Servicer, as applicable, shall have received notice of the commencement of foreclosure or similar
proceedings with respect to the corresponding Mortgaged Property; or


 


(ix)        the
Master Servicer or the Special Servicer (and in the case of the Special Servicer, with the consent of the Directing Certificateholder
(other than with respect to an Excluded Loan), unless a Control Termination Event has occurred and is continuing) determines that
(i) a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure of the related
Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless such default
has been waived in accordance with Section 3.07 or Section 3.18) under the Mortgage Loan documents (other than as
described in clause (iii) above) is imminent or reasonably foreseeable, (ii) such default will materially impair the value
of the corresponding Mortgaged Property as security for the Mortgage Loan or Serviced Pari Passu Companion Loan (if any) or otherwise
materially and adversely affect the interests of Certificateholders (or the related Serviced Pari Passu Companion Loan Holder)
and (iii) the default is likely to continue unremedied for the applicable cure period under the terms of the Mortgage Loan documents,
or, if no cure period is specified and the default is capable of being cured, for sixty (60) days;


 


provided that any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan
shall be a Specially Serviced Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any
Serviced Companion Loan becomes a Specially Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced
Loan. If any Serviced Mortgage Loan becomes a Specially Serviced Loan, any related Serviced Companion Loan shall also become a
Specially Serviced Loan. With respect to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event”
shall be as defined in the Non-Serviced PSA.


 


“Significant
Obligor”: As defined in Section 11.16.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Distribution Date occurring on or immediately following the
date on which financial statements for such calendar quarter are required to be delivered to the related lender under the related
Mortgage Loan documents. The Depositor, the Master Servicer and the Certificate Administrator acknowledge that in the event the
Mortgaged Property securing the related Serviced Companion Loan is a “significant obligor” (within the meaning of
Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Companion Loan, such date on
which such quarterly financial statements are required to be delivered to the related lender under the related Mortgage Loan documents
is, with respect to net


 



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operating income information, (a) for the Quantum Park Pari Passu Companion Loans, sixty (60) days following
the end of each fiscal quarter, subject to the terms of the related loan agreement, (b) for the Fremaux Town Center Pari Passu
Companion Loans, forty-five (45) days following the end of each fiscal quarter, subject to the terms of the related loan agreement,
(d) for the Midwest Industrial Portfolio Pari Passu Companion Loan, sixty (60) days following the end of each fiscal quarter,
subject to the terms of the related loan agreement and (e) for the DoubleTree by Hilton Tempe Pari Passu Companion Loan, thirty
(30) days following the end of each fiscal quarter, subject to the terms of the related loan agreement.


 


“Significant
Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 90th day after the end
of such calendar year.


 


“Similar
Law”: As defined in Section 5.03(m).


 


“Sole
Certificateholder”: Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or
a Holder of a Definitive Certificate holding 100% of the then-outstanding Class E, Class F, Class G, Class H and Class J Certificates;
provided, however, that the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class B, Class C and Class D Certificates have been retired.


 


“Special
Notice”: As defined in Section 5.06.


 


“Special
Servicer”: LNR Partners, LLC or its successor in interest or assigns, or any successor special servicer appointed as
provided herein (including with respect to any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed
pursuant to Section 7.01(g) of this Agreement, as applicable and as the context may require).


 


“Special
Servicing Fee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan),
the fee payable to the Special Servicer pursuant to Section 3.11(b).


 


“Special
Servicing Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage
Loan) on a loan by loan basis, (a) 0.25000% per annum computed on the basis of the Stated Principal Balance of the related
Mortgage Loan (including any REO Loan) and Companion Loan, as applicable, in the same manner as interest is calculated on such
Specially Serviced Loan; and (b) if the rate in clause (a) would result in a Special Servicing Fee that would be less than
$3,500, in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Loan shall
be a rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect to
such Specially Serviced Loan or REO Loan.


 


“Specially
Serviced Loan”: As defined in Section 3.01(a).


 


“Sponsors”:
The Mortgage Loan Sellers.


 


“Startup
Day”: The day designated as such in Section 10.01(b).


 



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“Stated
Principal Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the Cut-off
Date Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the date it is added to the
Trust, the unpaid principal balance of such Mortgage Loan after application of all scheduled payments of principal and interest
due during or prior to the month of substitution, whether or not received) minus (y) the sum of:


 


(i)          the
principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, due after the Due Date in the related month of substitution), to the extent received from the Mortgagor or advanced
by the Master Servicer;


 


(ii)         all
Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, after the Due Date in the related month of substitution);


 


(iii)        the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan) and
Liquidation Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, after the Due Date in the related month of substitution); and


 


(iv)        any
reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification of
such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection Period
for the most recent Distribution Date.


 


With
respect to any REO Loan that is a successor to a Mortgage Loan, as of any date of determination, an amount equal to (x) the Stated
Principal Balance of the predecessor Mortgage Loan as of the date of the related REO Acquisition, minus (y) the sum of:


 


(i)          the
principal portion of any P&I Advance made with respect to such REO Loan; and


 


(ii)         the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage Loan),
Liquidation Proceeds and REO Revenues received with respect to such REO Loan.


 


A
Mortgage Loan or an REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an
outstanding Stated Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in
connection with a Liquidation Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection
with such Liquidation Event, would have been) distributed to Certificateholders.


 


With
respect to each Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance
of such Companion Loan as of such


 



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date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal
the sum of the Stated Principal Balances of the related Mortgage Loan and the related Companion Loan(s), as applicable, on such
date.


 


With
respect to any REO Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance
shall equal (x) the Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition,
minus (y) the principal portion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor
Agreement.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master Servicer,
the Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


 


“Subject
Loans”: As defined in Section 12.02(b).


 


“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificate.


 


“Subordinate
Companion Holder”: The holder of any AB Subordinate Companion Loan.


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the
material servicing functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under
this Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b), an amount equal to the excess,
if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal
Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest
due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted
(at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall Amount
shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s)
being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


“Surviving
Entity”: As defined in Section 6.03(b).


 



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“Tax
Returns”: The federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment
Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable
Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification
as a REMIC under the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form 1099, as applicable,
or any successor forms to be filed on behalf of the Grantor Trust, together with any and all other information, reports or returns
that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental
taxing authority under any applicable provisions of federal tax law or Applicable State and Local Tax Law.


 


“Temporary
Regulation S Book-Entry Certificate”: As defined in Section 5.02(a).


 


“Test”:
As defined in Section 12.01(b)(iv).


 


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 


“Transferable
Servicing Interest”: With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO
Loan with respect thereto), the amount by which the related Servicing Fee otherwise payable to the Master Servicer hereunder exceeds
the sum of (i) the fee payable to the Master Servicer as the portion of the Servicing Fee attributable to primary servicing and
(ii) the amount of the Servicing Fee calculated using the Retained Fee Rate, which Transferable Servicing Interest is subject
to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement. For the avoidance of doubt, the Transferable
Servicing Interest is zero.


 


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(n)(ii).


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


“Transferor
Letter”: As defined in Section 5.03(n)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “Wells Fargo Commercial Mortgage Trust
2016-C37”.


 


“Trust
Fund”: The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans
as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage
Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the
related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due
Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s


 



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interest therein) or the Trust’s
beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA;
(iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master
Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the
insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the
Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account
(to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any
Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor
under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor). For the avoidance
of doubt, no Retained Defeasance Rights and Obligations will be an asset of the Trust.


 


“Trust-Related
Litigation”: As defined in Section 3.32.


 


“Trust
REMIC”: As defined in the Preliminary Statement.


 


“Trustee”:
Wilmington Trust, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided.


 


“Trustee
Fee”: The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which
fee is included as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to
any Companion Loan or the Stated Principal Balance of any Companion Loan. The Trustee Fee shall be equal to $290 per month and
shall be paid as a portion of the Certificate Administrator Fee.


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 


“UCC
Financing Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underwriters”:
Wells Fargo Securities, LLC, Barclays Capital Inc., Academy Securities, Inc. and Deutsche Bank Securities Inc.


 



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“Uninsured
Cause”: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is
not fully reimbursable by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section
3.07.


 


“United
States Securities Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant
to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise
from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was made.


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following:
(a) all Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal portions
of all Liquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued interest
on Advances and other additional expenses of the Trust incurred in connection with the related Mortgage Loan) and, if applicable,
REO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to the related Determination Date, but
in each case only to the extent that such principal portion represents a recovery of principal for which no advance was previously
made pursuant to Section 4.03 in respect of a preceding Distribution Date.


 


“Unsolicited
Information”: As defined in Section 12.01(b)(iii).


 


“Upper-Tier
REMIC”: One of the REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests and
such amounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account.


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial
Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37, Upper-Tier REMIC Distribution Account”.
Any such account or accounts shall be an Eligible Account.


 


“U.S.
Dollars” or “$”: Lawful money of the United States of America.


 


“U.S.
Tax Person”: A citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over


 



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the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 2% in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of
the date of determination) and (ii) in the case of the Principal Balance Certificates, a percentage equal to the product of 98%
and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes
of determining whether to remove the Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to
Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b), taking into account any notional
reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a))
of such Class, in each case, determined as of the Distribution Date immediately preceding such time, and the denominator of which
is equal to the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove
the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset
Representations Reviewer pursuant to Section 12.05(b), taking into account any notional reduction in the Certificate Balance
for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a)) of the Principal Balance Certificates,
determined as of the Distribution Date immediately preceding such time. The Voting Rights of any Class of Certificates shall be
allocated among Certificateholders of such Class in proportion to their respective Percentage Interests. Neither the Class R nor
Class V Certificates will be entitled to any Voting Rights.


 


“Walmart
Shadow Anchored Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of November 8, 2016,
by and between the holders of the respective promissory notes evidencing the Walmart Shadow Anchored Portfolio Whole Loan, relating
to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


“Walmart
Shadow Anchored Portfolio Mortgage Loan”: With respect to the Walmart Shadow Anchored Portfolio Whole Loan, the Mortgage
Loan that is included in the Trust Fund (identified as Mortgage Loan Number 3 on the Mortgage Loan Schedule), which is evidenced
by the promissory note designated as promissory note A-2 and is pari passu in right of payment with the Walmart Shadow
Anchored Portfolio Pari Passu Companion Loan to the extent set forth in the Walmart Shadow Anchored Portfolio Intercreditor Agreement.


 


“Walmart
Shadow Anchored Portfolio Mortgaged Property”: The Mortgaged Property that secures the Walmart Shadow Anchored Portfolio
Whole Loan.


 


“Walmart
Shadow Anchored Portfolio Pari Passu Companion Loan”: With respect to the Walmart Shadow Anchored Portfolio Whole Loan,
the Companion Loan evidenced by the related promissory note designated as promissory note A-1 and made by the related Mortgagor
and secured by the Mortgage on the Walmart Shadow Anchored Portfolio


 



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Mortgaged Property, which is not included in the Trust Fund
and which is pari passu in right of payment to the Walmart Shadow Anchored Portfolio Mortgage Loan to the extent set forth
in the related Mortgage Loan documents and as provided in the Walmart Shadow Anchored Portfolio Intercreditor Agreement.


 


“Walmart
Shadow Anchored Portfolio Whole Loan”: The Walmart Shadow Anchored Portfolio Mortgage Loan, together with the Walmart
Shadow Anchored Portfolio Pari Passu Companion Loan, each of which is secured by the same Mortgage on the Walmart Shadow Anchored
Portfolio Mortgaged Property. References herein to the Walmart Shadow Anchored Portfolio Whole Loan shall be construed to refer
to the aggregate indebtedness under the Walmart Shadow Anchored Portfolio Mortgage Loan and the Walmart Shadow Anchored Portfolio
Pari Passu Companion Loan.


 


“Weighted
Average Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage
Rates of the Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period,
weighted on the basis of their respective Stated Principal Balances as of the first day of such Collection Period (after giving
effect to any payments received during any applicable Grace Period).


 


“WFCM
2016-LC25 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of December 1, 2016, among
Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer,
CWCapital Asset Management LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB
special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association,
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 Wells Fargo Commercial Mortgage Trust 2016-LC25, Commercial Mortgage
Pass-Through Certificates, Series 2016-LC25.


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor
provisions.


 


“WHFIT
Regulations”: Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


“Whole
Loan”: Any of (i) the Hilton Hawaiian Village Whole Loan, (ii) the Quantum Park Whole Loan, (iii) the Walmart Shadow
Anchored Portfolio Whole Loan, (iv) the Potomac Mills Whole Loan, (v) the 1140 Avenue of the Americas Whole Loan, (vi) the Fremaux
Town Center Whole Loan, (vii) the Midwest Industrial Portfolio Whole Loan (viii) the 80 Park Plaza Whole Loan, (ix) the Redwood
MHC Portfolio Whole Loan and (x) the DoubleTree by Hilton Tempe Whole Loan.


 


“Withheld
Amounts”: As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its


 



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modified terms,
would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before
the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid
interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents.
That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right
of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout
Fee”: The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


 


“Workout
Fee Rate”: With respect to each Corrected Loan and in accordance with Section 3.11(c), a fee of 1.00% of each
collection (other than Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation
Fee would be paid), including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments (other
than those included in clause (i) or (ii) of this definition) at maturity or on the Anticipated Repayment Date,
received on each Corrected Loan for so long as it remains a Corrected Loan.


 


“XML”:
Extensible Markup Language.


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable,
as the context requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of,
a Mortgage Loan, calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that
reflects the lost interest, including any specified amount or specified percentage of the amount prepaid which constitutes the
minimum amount that such Yield Maintenance Charge may be.


 


Section
1.02     Certain
Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates
and the rights and obligations of the parties hereto, the following provisions shall apply:


 


(i)          All
calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on
the basis of a 360-day year consisting of twelve 30-day months.


 


(ii)         Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer
or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with
the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal
balance of such Mortgage Loan, on which interest accrues.


 



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(iii)        Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a)
any distributions made on the immediately preceding Distribution Date pursuant to Section 4.01(a) and Section 4.01(b),
(b) any Realized Losses allocated to such Class of Principal Balance Certificates on the immediately preceding Distribution Date
pursuant to Section 4.04, and (c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest
thereon) that were previously reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction
of the Principal Distribution Amount, which recoveries are allocated to such Class of Principal Balance Certificates on the immediately
preceding Distribution Date and added to the Certificate Balance pursuant to Section 4.04(a).


 


(iv)        Unless
otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a Mortgage
Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan, Serviced Companion Loan, as applicable, or sale by the Special Servicer of a Defaulted
Loan, the highest of (x) the rate determined by the Master Servicer or the Special Servicer, as applicable, that approximates
the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such date
of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan based on its outstanding principal
balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other cash flows, including
property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of the
related Mortgaged Property.


 


(v)         Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement
refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced Whole Loan, first, to any related AB Subordinate Companion
Loan and then, pro rata and pari passu, to the Trust and any related Serviced Pari Passu Companion Loans
in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loans.


 


[End
of Article I]


 


Article
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 



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Section
2.01     Conveyance
of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a
trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in trust, without recourse,
for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests) all the right, title
and interest of the Depositor, whether now owned or existing or hereafter acquired or arising, including any security interest
therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii)
Sections 2, 3, 4 (other than Section 4(c), (d), (f) and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent
related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements and Section
19 of the Mortgage Loan Purchase Agreement among the Depositor, LCF, LC Holdings, LC REIT and LC TRS; (iii) the Intercreditor
Agreements; (iv) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off
Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (v) any REO Property
(to the extent of the Depositor’s interest therein) or the Depositor’s beneficial interest in the Mortgaged Property
securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (vi) all revenues received in respect of any REO
Property (to the extent of the Depositor’s interest therein); (vii) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to this Agreement and any proceeds thereof (to the extent of the Depositor’s interest
therein); (viii) any Assignment of Leases and any security agreements (to the extent of the Depositor’s interest therein);
(ix) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security for any related
Mortgage Loans (to the extent of the Depositor’s interest therein); (x) all assets deposited in the Loss of Value Reserve
Fund and the Servicing Accounts (to the extent of the Depositor’s interest therein), amounts on deposit in the Collection
Account (to the extent of the Depositor’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC
Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Depositor’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the
Depositor’s interest in such REO Account), including any reinvestment income, as applicable; (xi) any Environmental Indemnity
Agreements (to the extent of the Depositor’s interest therein); (xii) the Lower-Tier Regular Interests; and (xiii) the proceeds
of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts
and any reserve accounts, to the extent such interest belongs to the related Mortgagor and any Retained Defeasance Rights and
Obligations with respect to the Mortgage Loans) (collectively, the “Conveyed Property”). Such assignment includes
all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments
of principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date; (ii) prepayments of principal collected
on or before the Cut-off Date; (iii) with respect to those Mortgage Loans that were closed in December 2016 but have their first
Due Date in January 2017, any interest amounts relating to the period prior to the Cut-off Date; and (iv) any Retained Defeasance
Rights and Obligations with respect to the Mortgage Loans for which LCF is the related Mortgage Loan Seller). The transfer of
the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 13.07,
is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 2, 3, 4 (other than
Section 4(c), (d), (f)


 



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and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing,
Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements and Section 19 of the Mortgage
Loan Purchase Agreement among the Depositor, LCF, LC Holdings, LC REIT and LC TRS, it is intended that the Trustee get the benefit
of Sections 10, 13 and 15 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall
use its best efforts to make available to the Trustee the benefits of Sections 10, 13 and 15 in connection therewith.


 


(b)        In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby
represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement
to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing Date,
the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i)
of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost,
a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage
File”) and (B) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for
each Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date, any other
items required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Agreement (other than amounts from reserve
accounts and originals of letters of credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note,
the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to
have been satisfied upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together
with an affidavit certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust.
If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents
and/or instruments referred to in clauses (ii), (iv), (vii) and (ix) of the definition of “Mortgage
File” (or, if applicable, a copy thereof) with evidence of filing or recording thereon (if intended to be recorded or filed),
solely because of a delay caused by the public filing or recording office where such document or instrument has been delivered,
or will be delivered within 10 Business Days of the Closing Date, for filing or recordation, the delivery requirements of the
applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied on a provisional
basis as of the Closing Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall
be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or
instrument (certified by the applicable public filing or recording office, the applicable title insurance company or the applicable
Mortgage Loan Seller to be a true and complete copy of the original thereof submitted or to be submitted for filing or recording)
is delivered to the Custodian on or before the date set forth herein, and either the original of such non-delivered document or
instrument, or a photocopy thereof (certified by the appropriate county recorder’s office or the applicable title insurance
company, in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage
File”, to be a true and complete copy of the original thereof submitted for recording), with evidence of filing or recording
thereon, is delivered to the Custodian within one hundred-eighty (180) days of the Closing Date (or within such longer period,
not to exceed


 



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eighteen (18) months, after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage
Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such
180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county
recorder’s office such original or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver,
or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii),
(iv), (vii), and (ix) (or, if applicable, a copy thereof) of the definition of “Mortgage File,”
with evidence of filing or recording thereon (if intended to be recorded or filed), for any other reason, including, without limitation,
that such non-delivered document or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage
Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied as to such non-delivered document
or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a
photocopy of such non-delivered document or instrument (with evidence of filing or recording thereon and certified in the case
of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File” by the
appropriate county recorder’s office or the applicable title insurance company to be a true and complete copy of the original
thereof submitted for recording) is delivered to the Custodian on or before the date set forth herein. Neither the Trustee nor
any Custodian shall in any way be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any
Mortgage Loan, subject to the next sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete
and recordable form or form suitable for filing or recording, if applicable) any one of the assignments in favor of the Trustee
referred to in clause (iii), clause (v), or clause (x) of the definition of “Mortgage File” solely
because of the unavailability of filing or recording information as to any existing document or instrument, such Mortgage Loan
Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b) with respect to such assignment by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment
of such Mortgage Loan substantially in the form of Exhibit H; provided that all required original assignments with
respect to such Mortgage Loan (in fully complete and recordable form or form suitable for filing or recording, if applicable)
are delivered to the Custodian within one hundred-eighty (180) days after the Closing Date (or within such longer period, not
to exceed eighteen (18) months, which the Custodian shall consent to so long as the applicable Mortgage Loan Seller is, as certified
in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after
the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office
the applicable filing or recording information as to the related document or instrument); and provided, further,
that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to clause (e) and
clause (f) of the first proviso to the definition of “Mortgage File” herein. As to any Mortgage Loan, the related
Mortgage Loan Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments in favor of
the Trustee referred to in clause (iii), clause (v), or clause (x) of the definition of “Mortgage File”,
and such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) with respect to such assignment by delivering to the Custodian with respect to such Mortgage Loan
on the Closing Date a copy of such assignment in the form sent for


 



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recording or filing or (except for recording or filing information
not yet available) to be sent for recording or filing; provided that an original or copy of such assignment (with evidence
of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as contemplated by Section 2.01(c)
of this Agreement. Notwithstanding anything herein to the contrary, with respect to letters of credit referred to in clause
(xii) of the definition of “Mortgage File”, the applicable Mortgage Loan Seller shall deliver the original to
the Master Servicer (which letter of credit shall be titled in the name of, or assigned to, “Wells Fargo Bank, National
Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37”),
and a copy to the Custodian or, if such original has been submitted by the applicable Mortgage Loan Seller to the issuing bank
to effect a reissuance, assignment or amendment of such letter of credit (changing the beneficiary thereof to the Master Servicer
(in care of the Trustee, as titled above) that may be required in order for the Master Servicer to draw on such letter of credit
on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents), the applicable
Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) by delivering with respect to any letter(s) of credit a copy thereof to the Custodian indicating
that such document has been delivered to the issuing bank for reissuance or an Officer’s Certificate from the Master Servicer
certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b), one of which shall be delivered to the
Custodian within forty-five (45) days after the Closing Date. If a letter of credit referred to in the previous sentence is not
in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the
applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the
appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan
Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Custodian within forty-five
(45) days of the Closing Date. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any
costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s)
of credit on behalf of the Trust and shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating
a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be
drawn by the Master Servicer on behalf of the Trust.


 


(c)         Except
in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense, to itself,
or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment of
each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”)
relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing
or recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public
filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such
Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b). Except
under the circumstances provided for in the last sentence of this Section 2.01(c) and except in the case of a Non-Serviced
Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan


 



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Seller’s expense will,
promptly (and in any event within one hundred-twenty (120) days after the later of the Closing Date and the related Mortgage Loan
Seller’s actual receipt of the related documents and the necessary recording and filing information) cause to be submitted
for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements,
as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in
the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its designee following recording
or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian
or its designee). Any such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be
deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to
be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt. If any
such document or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction
in which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be,
because of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller
or its designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter
the related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause
the same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not
received confirmation of the recording or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage
Loan Seller who may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the related
Mortgage Loan Seller’s expense, and upon such a request and provision for payment of such expenses satisfactory to the Custodian,
the Custodian, at the expense of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable
jurisdiction and of the records of the offices of the applicable Secretary of State for confirmation that the Assignment appears
in such records and retain a copy of such confirmation in the related Mortgage File. In the event that confirmation of the recording
or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly
inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation
of a new Assignment. The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement Assignments for
any Assignments which, having been properly submitted for filing or recording to the appropriate governmental office by the Custodian,
fail to appear of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement to record any assignment
to the Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,” or to file any
UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those jurisdictions
where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable
to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the
related Mortgage Loan against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer or the Depositor.


 


(d)        All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in each case, financial statements, operating statements and any other information provided by the respective
Mortgagor


 



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 from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including such
communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by
the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and (ii)
are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each Mortgage
File, shall be delivered by the Depositor or the Mortgage Loan Seller to the Master Servicer within five (5) Business Days after
the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders
(and as holder of the Lower-Tier Regular Interests) and, if applicable, on behalf of the related Companion Holder. Such documents
and records shall be any documents and records (with the exception of any items excluded under the immediately preceding sentence)
that would otherwise be a part of the Servicing File.


 


(e)         In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to the Trustee
and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart of each
of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing Date.


 


(f)         The
Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within three
(3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts
maintained with respect to the Mortgage Loans (other than any Non-Serviced Mortgage Loan) transferred by such Mortgage Loan Seller,
whether such accounts are held in the name of the applicable Mortgage Loan Seller or any other name to be transferred to the Master
Servicer (or a Sub-Servicer) for deposit into Servicing Accounts.


 


(g)        With
respect to the Mortgage Loans secured by the Mortgaged Properties identified as Mortgage Loan Numbers 1, 9, 25, 26, 30, 32, 34,
37, 38 and 39 on the Mortgage Loan Schedule, which are each subject to a franchise agreement with a related comfort letter in
favor of the respective Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign
any related comfort letter to the Trustee for the benefit of the Certificateholders or otherwise have a new comfort letter (or
any such new document or acknowledgement as may be contemplated under the existing comfort letter) issued in the name of the Trustee
for the benefit of the Certificateholders, the related Mortgage Loan Seller or its designee shall provide any such required notice
or make any such required request to the related franchisor (with a copy of such notice or request to the Master Servicer) within
forty-five (45) days of the Closing Date (or any shorter period if required by the applicable comfort letter), and the Master
Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if
necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter). If
the Master Servicer is unable to acquire any such replacement comfort letter (or new document or acknowledgement, as applicable)
within 120 days of the Closing Date, the Master Servicer shall


 



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notify the related Mortgage Loan Seller that no such replacement
comfort letter has been received.


 


(h)        Each
Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage Loan Seller shall
deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence
Files to the Designated Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty
(60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide the Depositor a certificate (with a copy
(which may be sent by e-mail) to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian, the Directing Certificateholder, the Asset Representations Reviewer and the Operating Advisor) certifying that
the electronic copies of the documents and information uploaded to the Designated Site constitute all documents and information
required under the definition of “Diligence File” and such Diligence Files are organized and categorized in accordance
with the electronic file structure reasonably agreed to by the Depositor and the applicable Mortgage Loan Seller (the “Diligence
File Certification”).


 


(i)         Within
two (2) Business Days of the Closing Date, the Depositor shall deliver the Initial Schedule AL File in XML format to the Master
Servicer via electronic email to ssreports@wellsfargo.com.


 


Section
2.02    Acceptance by Trustee. (a)
The Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or the Custodian on its behalf, subject
to the provisions of Section 2.01, in good faith and without notice of any adverse claim, of the applicable documents specified
in clause (i) of the definition of “Mortgage File” with respect to each Mortgage Loan and of all other assets
included in the Trust Fund and (2) declares (a) that it or the Custodian on its behalf holds and will hold such documents and
the other documents delivered or caused to be delivered by the Mortgage Loan Sellers that constitute the Mortgage Files in the
name of the Trust for the benefit of all present and future Certificateholders and Serviced Companion Noteholders, as applicable,
and (b) that it holds and will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of
all present and future Certificateholders (and for the benefit of the Trustee as holder of the Lower-Tier Regular Interests),
as applicable. If any Mortgage Loan Seller is unable to deliver or cause the delivery of any original Mortgage Note, such Mortgage
Loan Seller may deliver a copy of such Mortgage Note, together with a signed lost note affidavit and appropriate indemnity and
shall thereby be deemed to have satisfied the document delivery requirements of Section 2.01 and of this Section 2.02.


 


(b)        Within
sixty (60) days after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after the
Due Date in the month of substitution), the Custodian, shall review the Mortgage Loan documents delivered or caused to be delivered
by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event later than
sixty (60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to
the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder (so long as no Consultation Termination
Event shall have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded Loan), the Trustee,
the Certificate Administrator, the Asset


 



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Representations Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller
(as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) that, except as specifically
identified in any exception report annexed to such writing (the “Custodial Exception Report”), (i) subject
to the first proviso of the definition of “Mortgage File” herein and Section 2.01, all documents specified
in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii), if any, of
the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered or
caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear
to be executed and to relate to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents,
the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi)
and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct. With respect to each Mortgage Loan
listed on the Custodial Exception Report, the Custodian shall specifically identify such Mortgage Loan together with the nature
of such exception (in the form reasonably acceptable to the Custodian and the related Mortgage Loan Seller and separating items
required to be in the Mortgage File but never delivered from items which were delivered by the related Mortgage Loan Seller but
are out for filing or recording and have not been returned by the filing office or the recorder’s office).


 


(c)        The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage
Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report
annexed to such writing) that, (i) subject to the first proviso of the definition of “Mortgage File” herein and Section
2.01, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii)
 and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the
foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear
regular on their face and appear to be executed and relate to such Mortgage Loan, if applicable, and (iii) based on such examination
and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified
in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


(d)        Notwithstanding
anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material Defect in
any of the documents specified in clauses (ii) through (v), (vii), (viii) and (ix) in the definition
of “Mortgage File”, which Material Defect results solely from a delay in the return of the related documents from
the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the related
Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing
Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan and, with respect to any other Mortgage
Loan, only prior to the occurrence and continuance of a Control Termination Event), and the Special Servicer may, in accordance
with the Servicing Standard, after the occurrence and during the continuance of a Control Termination Event, permit the related
Mortgage Loan Seller in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with the


 



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Master Servicer
an amount, to be held in trust in a segregated Eligible Account (which may be a sub-account of the Collection Account), equal
to 25% of the Stated Principal Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller may
deliver to the Master Servicer a letter of credit in such amount, with a copy to the Custodian). Such funds or letter of credit,
as applicable, shall be held by the Master Servicer (i) until the date on which the Custodian determines and notifies the Master
Servicer that such Material Defect has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time
the Master Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are
applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d) in the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding
sentences, if the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian
that it has determined in the exercise of its reasonable judgment that the document with respect to which such Material Defect
exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage
Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the
validity or priority of any lien on collateral securing the related Mortgage Loan or for any immediate significant servicing obligation,
the related Mortgage Loan Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance with,
and to the extent required by, the terms and conditions of Section 2.03(b) and Section 5 of the related Mortgage Loan Purchase
Agreement; provided, however, that such Mortgage Loan Seller shall not be required to repurchase the Mortgage Loan
for a period of ninety (90) days after receipt of a notice to repurchase (together with any applicable extension period) if it
is attempting to recover the document from the applicable filing or recording office and provides an officer’s certificate
setting forth what actions such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of a repurchase
or substitution, upon the date of such repurchase or substitution, and in the event that the related Mortgage Loan Seller has
delivered a letter of credit to the Master Servicer in accordance with this Section 2.02(d), the Master Servicer shall,
to the extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into the Collection Account to be
applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of such funds or
proceeds that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage Loan Seller) in accordance with
Section 2.03(b). All such funds deposited in the Collection Account shall be invested in Permitted Investments, at the
direction and for the benefit of the related Mortgage Loan Seller. Such funds shall be treated as an “outside reserve fund”
under the REMIC Provisions, which, together with any reimbursement from the Lower-Tier REMIC, is beneficially owned by the related
Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on
income or gain with respect thereto.


 


(e)         It
is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any
of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition of “Mortgage
File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless identified
on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates or other
papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized, sufficient
to perfect and


 



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maintain the perfection of a security interest or appropriate for the represented purpose or that they are other
than what they purport to be on their face and, with respect to the documents specified in clause (viii) of the definition
of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether all endorsements
or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement document has
been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced in
the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as
part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification
to be delivered in accordance with this Section 2.02 that the related Mortgage File should include one state level UCC
Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing),
or if the Custodian has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related
Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage
Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the
same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered
on the national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction) and
in a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC
Financing Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current
laws.


 


(f)         If,
in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b) and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect with
the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event
later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing
a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature of such Defect (in
a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage
File but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and
have not been returned by the recorder’s office or filing office).


 


(g)        If
the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person for
a Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase
Request, a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the
extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such
15Ga-1 Repurchase Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1


 



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Repurchase
Request or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer
or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice (which may be by
electronic format so long as a “backup” hard copy of such notice is also delivered on or prior to the next Business
Day) of such 15Ga-1 Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”)
to the applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor,
in each case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.


 


Each
15Ga-1 Notice shall include (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request is received
by the Repurchase Request Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the Repurchase
Request Recipient, as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in the 15Ga-1 Repurchase
Request), (iv) the identity of the Person making such 15Ga-1 Repurchase Request, and (v) a statement from the Repurchase Request
Recipient as to whether it currently plans to pursue such 15Ga-1 Repurchase Request.


 


A
Repurchase Request Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client
privilege or attorney work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided
pursuant to this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective
Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of
law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided
pursuant to this Section 2.02(g) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to
the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Mortgage Loan Purchase Agreement,
including with respect to any 15Ga-1 Repurchase Request that is the subject of a 15Ga-1 Notice.


 


In
the event that the Depositor, the Trustee, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise
provide written notice of such 15Ga-1 Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan,
or to the Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement in the
related correspondence: “This is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling and
Servicing Agreement relating to the Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates,
Series 2016-C37 requiring action by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such
15Ga-1 Repurchase Request by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the
Repurchase Request Recipient in respect of such 15Ga-1 Repurchase Request, and such party shall comply with the procedures set
forth in this Section 2.02(g) with respect to such 15Ga-1 Repurchase Request. In no event shall the Custodian, by virtue
of this provision, be required to provide any notice other than as set forth in Section 2.02 of this Agreement in connection
with its review of the Mortgage File.


 



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If
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian
receives notice or has knowledge of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has been previously
received or given, and such notice was not received from or copied to the Master Servicer or the Special Servicer, then such party
shall give notice of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable. Any such notice
received by the Trustee, the Certificate Administrator, the Certificate Registrar, Operating Advisor, Asset Representations Reviewer
or the Custodian shall also be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan
Seller.


 


In
the event that a Mortgage Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall promptly
notify the Depositor of such repurchase or replacement.


 


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. (a) The Depositor hereby represents and warrants that:


 


(i)          The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina,
and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby,
including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement;


 


(ii)         Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)        The
execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with
any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor
or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable
to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which
would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;
the Depositor has obtained any consent, approval, authorization or order of any court or


 



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governmental agency or body required
for the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)       There
is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court
or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the
Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)        The
Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the Mortgage
Loans have been validly transferred to the Trust.


 


(b)        After
receipt of a Repurchase Request, the Master Servicer (in the case of Non-Specially Serviced Loans) or the Special Servicer (in
the case of Specially Serviced Loans) shall request in writing that the applicable Mortgage Loan Seller, not later than ninety
(90) days after (i) except in the case of the succeeding clause (ii), the applicable Mortgage Loan Seller’s receipt
of such notice of such Repurchase Request or, if earlier, such Mortgage Loan Seller’s discovery of such Material Defect
or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a “qualified mortgage” within the meaning
of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a
defective Mortgage Loan to be treated as a qualified mortgage, the earlier of (x) discovery by the related Mortgage Loan Seller
or any party to this Agreement of such Material Defect and (y) receipt of notice of the Material Defect from any party to this
Agreement (such ninety (90) day period, the “Initial Cure Period”), (A) cure such Material Defect in all material
respects, at such Mortgage Loan Seller’s own expense, including reimbursement of any related reasonable additional expenses
of the Trust reasonably incurred by any party to this Agreement, (B) repurchase the affected Mortgage Loan or REO Loan (excluding
any related Serviced Companion Loan, if applicable), at the applicable Purchase Price and in conformity with the applicable Mortgage
Loan Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute Mortgage Loan (other than with respect to
the Whole Loans, for which no substitution will be permitted) for such affected Mortgage Loan or REO Loan (provided that
in no event shall any such substitution occur on or after the second anniversary of the Closing Date) and pay the Master Servicer
for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith and in conformity with the
applicable Mortgage Loan Purchase Agreement and this Agreement; provided, however, that except with respect to a
Material Defect resulting solely from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual
policy of lender’s title insurance required pursuant to clause (viii) of the definition of Mortgage File by a date
not later than eighteen (18) months following the Closing Date, if such Material Defect is capable of being cured but is not cured
within the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure
of such Material Defect within the Initial Cure Period, the applicable Mortgage Loan Seller shall have an additional ninety (90)
days commencing immediately upon the expiration of the Initial Cure Period (such additional ninety (90) day period, the “Extended
Cure Period”) to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan or REO Loan (excluding
any related Serviced Companion Loan, if applicable) or substitute a Qualified Substitute Mortgage Loan (other than with respect
to the Whole Loans, for which no substitution


 






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will be permitted)) and provided, further, that with respect to such
Extended Cure Period the applicable Mortgage Loan Seller shall have delivered an officer’s certificate to the Trustee, the
Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider),
the Master Servicer, the Special Servicer, the Operating Advisor and (with respect to any Mortgage Loan other than an Excluded
Loan, prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder, setting forth the reason such
Material Defect is not capable of being cured within the Initial Cure Period and what actions the applicable Mortgage Loan Seller
is pursuing in connection with the cure thereof and stating that the applicable Mortgage Loan Seller anticipates that such Material
Defect will be cured within the Extended Cure Period; and provided, further, that, if any such Material Defect is
not cured after the Initial Cure Period and any such Extended Cure Period solely due to the failure of the related Mortgage Loan
Seller to have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure,
repurchase and/or substitution obligations in respect of such Material Defect until eighteen (18) months after the Closing Date
for so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer, the Directing Certificateholder
(prior to the occurrence and continuance of a Consultation Termination Event) and the Certificate Administrator no less than every
ninety (90) days, beginning at the end of such Extended Cure Period, that such Material Defect is still in effect solely because
of its failure to have received the recorded document and that such Mortgage Loan Seller is diligently pursuing the cure of such
Material Defect (specifying the actions being taken). Notwithstanding the foregoing, any Defect or Breach which causes any Mortgage
Loan not to be a “qualified mortgage” (within the meaning of Section 860G(a)(3) of the Code, but without regard to
the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage)
shall be deemed to materially and adversely affect the interests of Certificateholders therein, and (subject to the applicable
Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased
or substituted for without regard to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan
is to be repurchased, the funds in the amount of the Purchase Price remitted by the applicable Mortgage Loan Seller are to be
remitted by wire transfer to the Master Servicer for deposit into the Collection Account.


 


If
a Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage
Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Master
Servicer or the Special Servicer, as applicable, on behalf of the Trust (and, with respect to any Mortgage Loan other than an
Excluded Loan, with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing)
(each such payment, a “Loss of Value Payment”) with respect to such Mortgage Loan, the amount of such Loss
of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(g)
of this Agreement. The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer
in respect of such Loss of Value Payment and the portion of fees of the Asset Representations Reviewer attributable to the Asset
Review of such Mortgage Loan and not previously paid by the Mortgage Loan Seller. If such Loss of Value Payment is made, the Loss
of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding
any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase
or substitute for the affected Mortgage Loan based on such Material Defect under any


 



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circumstances. This paragraph is intended
to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Special Servicer on behalf
of the Trust, provided that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude the
Mortgage Loan Seller or the Master Servicer or the Special Servicer, as applicable, from exercising any of its rights related
to a Material Defect in the manner and timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan), (ii) such Loss
of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect as a
result of a Mortgage Loan not constituting a “qualified mortgage” within the meaning of Section 860G(a)(3) of the
Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be
treated as a “qualified mortgage”) may not be cured by a Loss of Value Payment.


 


With
respect to any Non-Serviced Whole Loan, any “Defect” (or analogous term) under the related Non-Serviced PSA shall
constitute a Material Defect under each Mortgage Loan Purchase Agreement to the extent the applicable Mortgage Loan Seller repurchases
the Non-Serviced Companion Loan from the trust created pursuant to such Non-Serviced PSA; provided, however, that
the foregoing shall not apply to any Defect related solely to the promissory note for any related Non-Serviced Companion Loan.


 


If
any Breach that constitutes a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents
or any particular Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular
action or matter under such Mortgage Loan document(s), then the related Mortgage Loan Seller shall cure such Breach within the
applicable cure period (as the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds)
for the reasonable amount of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Trust that are incurred as a result of such Breach and have not been reimbursed by the related
Mortgagor. Except as provided in the proviso to the immediately preceding sentence, the related Mortgage Loan Seller shall remit
the amount of such costs and expenses and upon its making such remittance, the related Mortgage Loan Seller shall be deemed to
have cured such Breach in all respects. To the extent any fees or expenses that are the subject of a cure by the related Mortgage
Loan Seller are subsequently obtained from the related Mortgagor, the portion of the cure payment made by the related Mortgage
Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall promptly be returned to the related Mortgage
Loan Seller. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date
in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced after
the related Cut-off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the
related date of repurchase or substitution, shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified
Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Periodic Payments due
with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on
behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted
by the Master Servicer (or by the Special Servicer to the Master Servicer who shall remit such funds) to the applicable Mortgage
Loan Seller effecting the related repurchase or substitution promptly following receipt.


 



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Notwithstanding anything contained in
this Agreement or the related Mortgage Loan Purchase Agreement, a delay in either the discovery of a Material Defect or in providing
notice of such Material Defect shall relieve the applicable Mortgage Loan Seller of its obligation to cure, repurchase or substitute
for (or make a Loss of Value Payment with respect to) the related Mortgage Loan if it is otherwise required to do so under the
related Mortgage Loan Purchase Agreement and/or this Article II if (i) the related Mortgage Loan Seller did not otherwise
discover or have knowledge of such Material Defect, (ii) such delay is a result of the failure by a party to the applicable Mortgage
Loan Purchase Agreement, or this Agreement, to provide prompt notice as required by the terms of the applicable Mortgage Loan
Purchase Agreement, or this Agreement, after such party has actual knowledge of such Material Defect (knowledge shall not be deemed
to exist by reason of the Custodial Exception Report), (iii) such Material Defect does not relate to the applicable Mortgage Loan
not being a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of
Treasury regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage, and (iv)
such delay precludes such Mortgage Loan Seller from curing such Material Defect. Notwithstanding the foregoing, if a Mortgage
Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a borrower), healthcare
facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a borrower), then
the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.


 


Pursuant
to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with
respect to a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the
affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan
documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements,
if any, set forth in the Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect
that such release in lieu of repurchase would not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the
imposition of a tax upon any Trust REMIC or the issuing entity and (iii) each applicable Rating Agency has provided a Rating Agency
Confirmation.


 


(c)         Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage File to be deemed
to have a Material Defect: (i) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (ii)
the absence from the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included
in the Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate
from the related Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation; (iii) the absence from
the Mortgage File of the item called for by clause (viii) of the definition of Mortgage File; (iv) the absence from the
Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf of the
Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence of recording thereon or a copy
of the intervening


 



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assignment and a certificate from the related Mortgage Loan Seller stating that the original intervening assignments
were sent for filing or recordation, as applicable; (v) the absence from the Mortgage File of any required letter of credit; or
(vi) with respect to any related leasehold Mortgage Loan, the absence from the related Mortgage File of a copy (or an original,
if available) of the related Ground Lease; provided, however, that no Defect (except the Defects previously described
in sub-clauses (ii) through (vi) of this Section 2.03(c)) shall be considered to materially and adversely
affect the value of the related Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or
Certificateholders unless the document with respect to which the Defect exists is required in connection with an imminent enforcement
of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or
third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on any collateral securing
the related Mortgage Loan or for any immediate significant servicing obligation; provided, further, that no Defect
relating to any Non-Serviced Mortgage Loan previously described in sub-clauses (ii) through (vi) of this Section
2.03(c) shall be considered to materially and adversely affect the value of such Mortgage Loan, the value of the related Mortgaged
Property or the interests of the Trustee or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice
of such Defect, is unable to produce a copy of the document with respect to which the Defect exists within a reasonable period
after receiving such notice or otherwise establish that the original or copy, as applicable, of such document has been delivered,
in compliance with the terms of the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding
the foregoing, the delivery of executed escrow instructions or a binding commitment to issue a lender’s title insurance
policy, as provided in clause (viii) of the definition of Mortgage File herein, in lieu of the delivery of the actual policy
of lender’s title insurance, shall not be considered a Material Defect with respect to any Mortgage File if such actual
policy is delivered to the Custodian not later than eighteen (18) months following the Closing Date. Notwithstanding the foregoing,
to the extent a Mortgage Loan Seller has otherwise complied with its document delivery requirements under this Agreement and the
related Mortgage Loan Purchase Agreement, in the event that the Custodian has acknowledged receipt pursuant to Section 2.02
 above of a document that is part of the Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document,
and the Custodian subsequently loses a document, the fact that such document is lost may not be utilized as the basis for a claim
of a Material Defect against a Mortgage Loan Seller pursuant to Section 5(a) of the related Mortgage Loan Purchase Agreement and/or
this Section 2.03 and the Custodian shall be liable for any such loss to the extent provided for in Section 8.01.


 


(d)        In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated by
this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller
evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
(other than attorney-client communications that are privileged communications), and each document that constitutes a part of the
Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be to the


 



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applicable
Mortgage Loan Seller in the same manner as provided in Section 5 of the related Mortgage Loan Purchase Agreement and, if applicable,
the definition of “Mortgage File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership
of such repurchased or substituted Mortgage Loan (including property acquired in respect thereof and proceeds of any insurance
policy with respect thereto) and the related Mortgage Loan documents.


 


(e)        Section
5 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject to the
limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the Master Servicer or the Special Servicer, with respect to any Material Defect; provided, however, that the foregoing
shall in no way limit the ability of the Master Servicer, the Special Servicer or the Trustee to take any action against LC Holdings,
LC REIT or LC TRS, to the extent provided for pursuant to the related Mortgage Loan Purchase Agreement, including, without limitation,
pursuant to Section 19 thereof.


 


(f)         The
Master Servicer (in the case of Non-Specially Serviced Loans) and the Special Servicer (in the case of Specially Serviced Loans)
shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests), enforce the
obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement, including,
without limitation, the legal prosecution of claims, if any, shall be carried out in such form, to such extent and at such time
as the Master Servicer or the Special Servicer, as applicable, would require were it, in its individual capacity, the owner of
the affected Mortgage Loan(s). Any costs incurred by the Master Servicer or the Special Servicer with respect to the enforcement
of the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the
extent not recovered from the applicable Mortgage Loan Seller or the Requesting Certificateholder, be deemed to be Servicing Advances
to the extent not otherwise provided for herein. The Master Servicer or the Special Servicer, as applicable, shall be reimbursed
for the reasonable costs of such enforcement: first, from a specific recovery, if any, of costs, expenses or attorneys’
fees against the applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein out of the related
Purchase Price, to the extent that such expenses are a specific component thereof; and third, if at the conclusion of such
enforcement action it is determined that the amounts described in clauses first and second are insufficient,
then pursuant to Section 3.05(a)(viii) herein out of general collections on the Mortgage Loans on deposit in the Collection
Account. Any costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall be paid pursuant to the
related Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if applicable.


 


(g)        If
a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which
also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have
a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such
expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to
this Section 2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator,
the Trust, the Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the


 



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terms of such
Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances
at the Reimbursement Rate, fees owed to the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate
Administrator, the Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan. The Master Servicer (with
respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall use reasonable
efforts to recover such expenses for such Mortgage Loan Seller to the extent consistent with the Servicing Standard, but taking
into account the subordinate nature of the reimbursement to the related Mortgage Loan Seller; provided, however,
that the Master Servicer or the Special Servicer, as applicable, determines in the exercise of its sole discretion consistent
with the Servicing Standard that such actions by it will not impair the Master Servicer’s or the Special Servicer’s,
as applicable, collection or recovery of principal, interest and other sums due with respect to the related Mortgage Loan that
would otherwise be payable to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders
pursuant to the terms of this Agreement; provided, further, that the Special Servicer may waive the collection of
amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing Standard.


 


(h)        If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
 and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the
related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to
constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of
this paragraph, and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying Loan(s)
in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans satisfy
the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage
Loan Group satisfy the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect either to repurchase
or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase
or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral
or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance
with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding Stated Principal
Balances. Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms of the related Mortgage
Loans shall remain in full force and effect without any modification thereof.


 


(i)         Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor
may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant
to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however,
that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage,
this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii)
in connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan
Seller’s expense) to the effect that the contemplated


 



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action will not cause an Adverse REMIC Event and (iii) in connection
with such partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications
to the Mortgage prepared and executed in connection with such partial release.


 


(j)          With
respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or substitute
for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i) while the Trustee
continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan
Seller and the Master Servicer or, with respect to a Specially Serviced Loan, the Special Servicer, on behalf of the Trustee,
as assignee of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from enforcing any remedies
against the other’s Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral securing
its respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans
still held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise its
remedies against its Primary Collateral. If the exercise of the remedies by one party would materially impair the ability of the
other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such
party, then both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies
until the Mortgage Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies
with the related Mortgage Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies.


 


(k)         (i)
In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage
Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party
shall promptly forward that Certificateholder Repurchase Request to the Master Servicer or the Special Servicer, as applicable,
and such party shall promptly forward the Certificateholder Repurchase Request to the related Mortgage Loan Seller and each other
party to this Agreement. Subject to Section 2.03(l), the Master Servicer (in the case of Non-Specially Serviced Loans)
and the Special Servicer (in the case of Specially Serviced Loans) (the “Enforcing Servicer”) shall be the
Enforcing Party with respect to a Certificateholder Repurchase Request.


 


(ii)         In
the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder identifies a Material Defect with respect
to a Mortgage Loan (without implying any duty of such person to make, or to attempt to make, such a discovery), that party shall
deliver prompt written notice of such Material Defect to each other party to this Agreement and the related Mortgage Loan Seller
identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request”
and each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”).
The Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the Trust


 



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against the related Mortgage Loan
Seller with respect to a PSA Party Repurchase Request.


 


(iii)        In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply. Receipt
of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage
Loan Seller. A Resolved Repurchase Request shall not preclude the Master Servicer (in the case of Non-Specially Serviced Loans)
or the Special Servicer (in the case of Specially Serviced Loans) from exercising any of their respective rights related to a
Material Defect in the manner and timing otherwise set forth in this Agreement, in the related Mortgage Loan Purchase Agreement
or as provided by law.


 


(l)          (i)
After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request
was initiated by an Initial Requesting Certificateholder, a party to this Agreement or the Directing Certificateholder), the Enforcing
Servicer shall send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder,
if any, to the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate
Administrator (which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com) who shall make such notice
available to all other Certificateholders and Certificate Owners by posting such notice on the Certificate Administrator’s
Website indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (a “Proposed
Course of Action”). Such notice shall include (a) a request to Certificateholders to indicate to the Enforcing Servicer
their agreement with or dissent from such Proposed Course of Action, by clearly marking “agree” or “disagree”
to the Proposed Course of Action on such notice within thirty (30) days of the date of such notice and a disclaimer that responses
received after such 30-day period will not be taken into consideration, (b) a statement that in the event any Certificateholder
disagrees with the Proposed Course of Action, the Enforcing Servicer shall be compelled to follow (either as the Enforcing Party
or as the Enforcing Servicer in circumstances where a Certificateholder is acting as the Enforcing Party) the course of action
agreed to and/or proposed by the majority of the responding Certificateholders that involves referring the matter to mediation
or arbitration, as the case may be, (c) a statement that the responding Certificateholders will be required to certify their holdings
in connection with such response, (d) a statement that only responses clearly marked “agree” or “disagree”
with such Proposed Course of Action will be taken into consideration and (e) instructions for the responding Certificateholders
to send their responses to the applicable Enforcing Servicer and the Certificate Administrator. The Certificate Administrator
shall, within fifteen (15) Business Days after the expiration of the 30-day response period, tabulate the responses received from
the Certificateholders and share the results with the Enforcing Servicer. The Certificate Administrator shall only count responses
timely received and clearly indicating agreement or dissent with the related Proposed Course of Action and additional verbiage
or qualifying language shall not be taken into consideration for purposes of determining whether the related Certificateholder
agrees or disagrees with the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any
questions from the Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s
obligations in connection with this Section 2.03(l) shall be


 



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limited solely to tabulating the Certificateholders’
responses of “agree” or “disagree” to the Proposed Course of Action, and such obligation shall not be
construed to impose any enforcement obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely
(without investigation) on the Certificate Administrator’s tabulation of the responses of the responding Certificateholders.
If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing
further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial
Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer
the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course
of action is to pursue further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase
Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner does not agree
with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any,
or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary
Dispute Resolution Election Notice”) within 30 days from the date the Proposed Course of Action Notice is posted on
the Certificate Administrator’s Website (the “Dispute Resolution Cut-off Date”) indicating its intent
to exercise its right to refer the matter to either mediation or arbitration. In the event any Certificateholder or Certificate
Owner delivers a Preliminary Dispute Resolution Election Notice, and the Enforcing Servicer has also received responses from other
Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course of Action indicating
a recommendation to undertake mediation or arbitration, such responses will be considered Preliminary Dispute Resolution Election
Notices supporting the Proposed Course of Action for purposes of determining the course of action approved by the majority of
responding Certificateholders.


 


(ii)         If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner entitled to do
so delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder
or Certificate Owner otherwise entitled to do so shall have the right to refer the Repurchase Request to mediation or arbitration,
and the Enforcing Servicer shall be the sole party entitled to determine a course of action, including, but not limited to, enforcing
the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or consultation rights of the Directing
Certificateholder pursuant to Section 6.08.


 


(iii)        Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a)
the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses
(a) and (b), a “Requesting Certificateholder”), the Enforcing Servicer shall consult with each Requesting
Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding
arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution
Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the
claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no
later than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish
procedures the Enforcing


 



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Servicer deems in good faith to be in accordance with the Servicing Standard relating to the timing and
extent of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution Consultation, a
Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right
to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)       If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated
under this Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust with respect
to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter
to mediation or arbitration.


 


(v)        If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If there is more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution
Election Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders
of a majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to
such mediation or arbitration (including whether to refer the matter to mediation (including non-binding arbitration) or arbitration).
If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this Agreement within
thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights
of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder or Certificate Owner
shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice
indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request, then the related Material
Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase Agreement; provided,
however, that such Material Defect shall not be deemed waived with respect to a Requesting Certificateholder, any other
Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances
known to such party at the time when the Proposed Course of Action Notice is delivered to the Enforcing Servicer, and (iii) if
the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii),
then the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to enforce the
Trust’s rights against the related Mortgage Loan Seller.


 


(vi)       Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not apply, and the Enforcing
Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request,
or determines in accordance with the Servicing


 



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Standard that it is in the best interest of Certificateholders to commence litigation
with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)      In
the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain
a party to any proceedings against the related Mortgage Loan Seller as further described herein.


 


(viii)     For
the avoidance of doubt, none of the Depositor, any Mortgage Loan Seller nor any of their respective affiliates shall be entitled
to be an Initial Requesting Certificateholder or a Requesting Certificateholder.


 


(ix)        Subject
to the other provisions of this Section 2.03(l), the Requesting Certificateholder is entitled to elect either mediation
or arbitration in its sole discretion; however, the Requesting Certificateholder shall not be entitled to then utilize the alternative
method in the event that the initial method is unsuccessful.


 


(m)        If
the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)          The
mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller
(such provider, the “Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation
Rules”) promulgated by the Mediation Services Provider.


 


(ii)         The
mediator shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years of
experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a
list of at least ten potential qualified mediators by the Mediation Services Provider each party will have the right to exercise
two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The
Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


(iii)        Prior
to accepting an appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)       The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business
Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(v)        The
expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 



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(vi)        Out
of pocket costs and expenses of the Special Servicer for mediation or arbitration, to the extent not agreed to be paid by the
Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case
of arbitration) shall be reimbursable as a Servicing Advance.


 


(n)         If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)          The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller (such provider, the “Arbitration Services Provider”) in accordance with published arbitration procedures
(the “Arbitration Rules”) promulgated by the Arbitration Services Provider.


 


(ii)         The
arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters
and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list
of at least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory
challenges within 14 days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services Provider
will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to the extent
possible.


 


(iii)        Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)        After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of
expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of
Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post
hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)         Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith
voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in
good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability to grant
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additional discovery to the extent that the arbitrator determines good cause is shown that such
additional discovery is reasonable and necessary.


 


(vi)        The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any
post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those
agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted
by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the
Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees
of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’
fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the
arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties. The final
determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted
under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)       By
selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


 


(viii)      No
person may bring a putative or certificated class action to arbitration.


 


(o)         The
following provisions will apply to both mediation and third-party arbitration:


 


(i)          Any
mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)         If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of New York
for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)        The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under


 



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this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify
the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)       In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to
any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing
Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such
proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided
that a Consultation Termination Event has not occurred and is not continuing) and in accordance with the Servicing Standard. All
amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in
the Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting
Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the
agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any
such costs and expenses allocated to the Requesting Certificateholder.


 


(v)        In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the
mediation proceedings.


 


(vi)       The
Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06.


 


(vii)      For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing
Servicer to perform its obligations with respect to a Mortgage Loan (including without limitation, a liquidation, foreclosure,
negotiation of a loan modification or


 



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workout, acceptance of a discounted pay-off or deed-in-lieu, or bankruptcy or other litigation)
or the exercise of any rights of a Directing Certificateholder.


 


(viii)      In
the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect to then
utilize the alternative method.


 


(ix)        Any
out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration or related
responsibilities under this Agreement shall be reimbursable as Trust Fund expenses.


 


Section
2.04     Execution
of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment to it of
the Mortgage Loans and, subject to Section 2.01 and Section 2.02, the delivery to the Custodian of the Mortgage
Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment
to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and
delivery, (i) in exchange for the Mortgage Loans (other than Excess Interest) and the other assets comprising the Lower-Tier REMIC,
receipt of which is hereby acknowledged, the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and the Class
LR Interest to the Depositor; (ii) the Trustee acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier
REMIC; (iv) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has caused
the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the
Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class
R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations
evidencing the entire beneficial ownership of the Upper-Tier REMIC (and in the case of the Class R Certificates, the Class LR
Interest and the Class UR Interest); and (v) the Trustee acknowledges that it has caused the Certificate Administrator to issue
the Class V Certificates and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to
or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees,
of such Certificates in authorized denominations, evidencing beneficial ownership of their respective portions of the Grantor
Trust.


 


Section
2.05     Creation of the Grantor Trust.
The Class V Certificates are hereby designated as undivided beneficial interests in the portion of the Trust Fund consisting of
the Class V Specific Grantor Trust Assets, which portion shall be treated as a grantor trust within the meaning of subpart E,
part I of subchapter J of the Code.


 


[End
of Article II]


 


Article
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 



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Section
3.01     Administration
of the Mortgage Loans, the Serviced Companion Loans, and REO Properties. (a) Each of the Master Servicer and the Special
Servicer shall diligently service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any Serviced
Companion Loans and the REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated (as
provided below) to service in accordance with applicable law, this Agreement and the Mortgage Loan documents and, in the case
of a Serviced Whole Loan, the related Intercreditor Agreement on behalf of the Trust and in the best interests of and for the
benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as
holder of the Lower-Tier Regular Interests), as a collective whole, taking into account the subordinate or pari passu nature
of such Companion Loans (as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment),
in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced Whole Loan or any Mortgage
Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if
applicable, the related Companion Loan, taking into account the subordinate or pari passu nature of the Companion Loan.
With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement and the related Intercreditor Agreement,
the related Intercreditor Agreement shall control; provided that in no event shall the Master Servicer or the Special Servicer,
as the case may be, take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that
would cause the Master Servicer or the Special Servicer, as the case may be, to violate the Servicing Standard or the REMIC Provisions.
To the extent consistent with the foregoing, the Master Servicer and the Special Servicer shall service the Mortgage Loans (other
than any Non-Serviced Mortgage Loan) and the related Serviced Companion Loans in accordance with the higher of the following standards
of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer
or the Special Servicer, as the case may be, services and administers similar mortgage loans for other third party portfolios
and (2) the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be,
services and administers similar mortgage loans owned by the Master Servicer or the Special Servicer, as the case may be, with
a view to the (A) the timely recovery of all payments of principal and interest under the Mortgage Loans or Serviced Whole Loans
or (B) in the case of a Specially Serviced Loan or an REO Property, maximization of recovery of principal and interest on a net
present value basis on such Mortgage Loans and any related Serviced Companion Loans, and the best interests of the Trust and the
Certificateholders (as a collective whole as if such Certificateholders constituted a single lender) (and in the case of any Whole
Loan, the best interests of the Trust, the Certificateholders and any related Companion Holder (as a collective whole as if such
Certificateholders and the holder or holders of the related Companion Loan constituted a single lender), taking into account the
subordinate or pari passu nature of the related Companion Loan), as determined by the Master Servicer or the Special Servicer,
as the case may be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards of
practice of prudent institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without
regard to any conflict of interest arising from: (i) any relationship that the Master Servicer, the Special Servicer or any Affiliate
of the Master Servicer or the Special Servicer may have with any Mortgagor, any Mortgage Loan Seller, any other parties to this
Agreement, any Sponsor, any originator of a Mortgage Loan or any Affiliate of any of the foregoing; (ii) the ownership of any
Certificate,


 






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Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan by the Master Servicer, the Special
Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable; (iii) the obligation, if any, of the
Master Servicer to make Advances; (iv) the right of the Master Servicer or the Special Servicer, as the case may be, or any of
its Affiliates to receive compensation for its services and reimbursement for its costs hereunder or with respect to any particular
transaction; (v) the ownership, servicing or management for others of (a) a Non-Serviced Mortgage Loan and a Non-Serviced Companion
Loan or (b) any other mortgage loans, subordinate debt, mezzanine loans or properties not covered by this Agreement or held by
the Trust by the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the
Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate
of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or the
related Companion Loan the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, may have; and
(viii) any obligation of the Master Servicer or the Special Servicer, or any of their respective Affiliates, to repurchase or
substitute for a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or any of their respective
Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).


 


The
Master Servicer and the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required
to be taken regarding the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without
limiting the foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i)
any Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing
Transfer Event has occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided
herein with respect to Non-Specially Serviced Loans in connection with any Major Decision and (ii) any REO Properties (other than
the Non-Serviced Mortgaged Properties); provided that the Master Servicer shall continue to receive payments and make all
calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans,
except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and
with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services
with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further,
however, that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results
from a failure of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or
failure by the Special Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as the
Master Servicer, shall not have any responsibility for the performance by the Special Servicer, in its capacity as the Special
Servicer, of its duties under this Agreement. The Special Servicer, in its capacity as the Special Servicer, shall not have any
responsibility for the performance by the Master Servicer, in its capacity as the Master Servicer, of its duties under this Agreement.
Each Mortgage Loan or any related Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until
satisfaction of the conditions specified in Section 3.19(a). Without limiting the foregoing, subject to Section 3.19 and in accordance with the terms of this Agreement, the Master Servicer shall be obligated to service and administer any


 



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Non-Specially
Serviced Loan and any related Serviced Companion Loan. The Special Servicer shall make the property inspections, use its reasonable
efforts to collect the financial statements, budgets, operating statements and rent rolls and forward to the Master Servicer the
reports in respect of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance with Section
3.12. After notification to the Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced
Loan if efforts by the Master Servicer to collect required financial information have been unsuccessful or any other issues remain
unresolved. Such contact shall be coordinated through and with the cooperation of the Master Servicer. No provision herein contained
shall be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability or
recoverability of payments on the Mortgage Loans or any related Serviced Companion Loan or be construed to impair or adversely
affect any rights or benefits provided by this Agreement to the Master Servicer or the Special Servicer (including with respect
to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision
in this Agreement for any Advance by the Master Servicer or the Trustee is intended solely to provide liquidity for the benefit
of the Certificateholders and not as credit support or otherwise to impose on any such Person the risk of loss with respect to
one or more of the Mortgage Loans or any related Serviced Companion Loans. No provision hereof shall be construed to impose liability
on the Master Servicer or the Special Servicer for the reason that any recovery to the Certificateholders in respect of a Mortgage
Loan at any time after a determination of present value recovery is less than the amount reflected in such determination.


 


(b)        Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and applicable
law, each of the Master Servicer and the Special Servicer shall have full power and authority, acting alone or, subject to Section
3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and
administration for which it is responsible which it may deem necessary or desirable. Without limiting the generality of the foregoing,
each of the Master Servicer and the Special Servicer, in its own name (or in the name of the Trustee and, if applicable, the related
Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders
(and, with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder) and the Trustee or any of them, with
respect to each Mortgage Loan and any related Serviced Companion Loan it is obligated to service under this Agreement: (i) any
and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created
by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related
collateral, and shall, from time to time, execute and/or deliver such financing statements, continuation statements and other
documents or instruments as necessary to maintain the lien created by the related Mortgage or other security document in the related
Mortgage File on the related Mortgaged Property and related collateral; (ii) subject to Sections 3.08, 3.18 and
6.08, any and all modifications, waivers, amendments or consents to, under or with respect to any documents contained in
the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge agreements and other documents
in connection with a defeasance, or of partial or full release or discharge, and all other comparable instruments; and (iv) any
or all complaints or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in
their representative


 



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capacities (except as set forth below in this paragraph). The Master Servicer (with respect to Non-Specially
Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall provide to the Mortgagor related to
such Mortgage Loans that it is servicing any reports required to be provided to them pursuant to the related Mortgage Loan documents.
Subject to Section 3.09(e), the Trustee shall (i) on the Closing Date, furnish to the Master Servicer and the Special Servicer
original powers of attorney in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or such other
form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and (ii) upon request,
furnish, or cause to be furnished, to the Master Servicer or the Special Servicer any powers of attorney substantially in the
form of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed to by the
Trustee and the Master Servicer or the Special Servicer, as applicable) and other documents necessary or appropriate to enable
the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder;
provided, however, that the Trustee shall not be held responsible or liable for any acts of the Master Servicer
or the Special Servicer, or for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer
or the Special Servicer. Notwithstanding anything contained herein to the contrary, the Master Servicer or the Special Servicer,
as the case may be, shall not, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely
under the Trustee’s name without indicating the Master Servicer’s or the Special Servicer’s, as the case may
be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit
or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer
or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the
initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master
Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action,
suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or
the Special Servicer’s, as applicable, representative capacity)) or (ii) take any action with the intent to cause, and that
actually causes, the Trustee to be required to be registered to do business in any state.


 


(c)         To
the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related Intercreditor Agreement) to exercise its discretion with respect to any action that requires Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall require the
costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the related Mortgage
Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor to bear the costs
of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the


 






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Certificates pursuant to Section 3.25), the Master Servicer shall not waive
the requirement that such costs and expenses be borne by the related Mortgagor. To the extent that the terms of the related Mortgage
Loan documents or Companion Loan documents (including any related Intercreditor Agreement) are silent as to who bears the costs
of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall use reasonable
efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible for the payment of such
costs and expenses out of pocket other than as a Servicing Advance.


 


(d)         The
relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)         The
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)         Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the
later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage Loan Seller pursuant
to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan identified as
having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee, as titled in Section
2.01(b)) for the benefit of the Certificateholders and any related Companion Holders shall be the beneficiary under each such
letter of credit and (y) the Master Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan identified as
subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee and that the Master Servicer
or the Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders. If a letter of credit
is required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider of such letter
of credit pursuant to clause (x) of the immediately preceding sentence, such Mortgage Loan Seller shall cooperate with
the reasonable requests of the Master Servicer or the Special Servicer in connection with making a draw under such letter of credit.
If the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications
to or assignment of the related letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as
and to the extent required under the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related
Mortgagor to pay any costs and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails
to pay such costs and expenses after the Master Servicer has exercised reasonable efforts to collect such costs and expenses from
such Mortgagor, then the Master Servicer shall give the applicable Mortgage Loan Seller notice of such failure and the amount
of costs and expenses, and such Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the
applicable Mortgage Loan Purchase Agreement. The costs and expenses of any modifications to Ground Leases shall be paid by the
related


 



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Mortgagor. Neither the Master Servicer nor the Special Servicer shall have any liability for the failure of any Mortgage
Loan Seller to perform its obligations under the related Mortgage Loan Purchase Agreement.


 


(g)        Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect
to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included in the Trust
Fund.


 


(h)        Servicing
and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement
for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the related Intercreditor
Agreement, as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance
with the related Intercreditor Agreement remain due and owing.


 


(i)          The
Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole
Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to
any such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with respect to any
Serviced Whole Loan, first, by any related AB Subordinate Companion Loan and then, pro rata and pari passu,
by the Trust and any related Serviced Pari Passu Companion Loans, in accordance with the respective Stated Principal Balances
of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loans.


 


(j)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making
Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing
agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master
Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that,
other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred
in connection with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced
Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan
on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust
Fund and the Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases
to be part of the Trust Fund; provided, however, that if, in the case of any Serviced Pari Passu Whole Loan, the
related Serviced Companion Loan continues to be included in an


 



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Other Securitization, then for so long as a separate servicing
agreement (pursuant to the related Intercreditor Agreement) has not been entered into, the Master Servicer shall inform the related
Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business Days of
determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a Servicing
Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing Advances
made by any Other Servicer as contemplated in the proviso to the preceding sentence, the Master Servicer shall, from collections
on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by
the Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same manner and on the same level of priority
as if such Servicing Advances had been made by the Master Servicer hereunder.


 


(k)         Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor Agreement and
the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under the related
Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan)
under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA. In the event of any conflict between this Agreement
and the related Intercreditor Agreement, the provisions of the related Intercreditor Agreement shall control.


 


(l)          The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special
Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced Companion Loan
is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage Loan is
included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole
Loan shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement
has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such
agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a
downgrade, qualification or withdrawal of the then current ratings of any Class of Certificates then outstanding.


 


(m)        Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The Master Servicer
(or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent
with the


 



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Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan)
under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor Agreement,
the provisions of the related Intercreditor Agreement shall control.


 


(n)        In
connection with the securitization of any Serviced Companion Loan (in each case, only while it is a Serviced Companion Loan),
upon the request of (and at the expense of) a related Serviced Companion Noteholder (or its designee), each of the Master Servicer
(if such Serviced Companion Loan is not a Specially Serviced Loan), the Special Servicer (if such Serviced Companion Loan is a
Specially Serviced Loan) and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(o)        For
the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee have any
obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan.
The obligation of the Master Servicer to provide information and collections and make P&I Advances to the Certificate Administrator
for the benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding
information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.


 


(p)        Nothing
contained in this Agreement shall limit the ability of the Master Servicer or the Special Servicer to lend money to (to the extent
not secured, in whole or in part, by any Mortgaged Property), accept deposits from or otherwise generally engage in any kind of
business or dealings with any Mortgagor as though the Master Servicer or the Special Servicer was not a party to this Agreement
or to the transactions contemplated hereby; provided that this sentence shall not be construed to modify or supersede the
Servicing Standard.


 


Section
3.02    Collection of Mortgage Loan Payments.
(a) Each of the Master Servicer and the Special Servicer shall make reasonable efforts to collect all payments called for under
the terms and provisions of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans it
is obligated to service hereunder, and shall follow such collection procedures as are consistent with this Agreement (including,
without limitation, the Servicing Standard); provided that with respect to each ARD Loan, so long as the related Mortgagor
is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall
not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Excess Interest, other
than requests for collection, until the Maturity Date of the related ARD Loan or until the outstanding principal balance of such
ARD Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full; provided, further,
that the Master Servicer or the Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply
excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the Special
Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any


 






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delinquent payment on a Mortgage
Loan or Serviced Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24)
consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided that the Master Servicer or the
Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a
Mortgage Loan or Serviced Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing
waivers, no Advance or additional expense of the Trust has been incurred and remains unreimbursed to the Trust with respect to
such Mortgage Loan or Serviced Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage
Loan may be made, subject to the Servicing Standard, only after the Master Servicer or the Special Servicer, as the case may be,
has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder
and, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder has consented to
such additional waiver (provided that if the Master Servicer or the Special Servicer, as applicable, fails to receive a
response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing
Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the
occurrence and during the continuance of a Control Termination Event, the Master Servicer or the Special Servicer, as the case
may be, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder;
provided, further, that the Directing Certificateholder shall have no consent rights with respect to any Excluded
Loan with respect to the foregoing waivers.


 


(b)        (i)
All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under
the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions
of the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however, that absent express
provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent otherwise agreed
to by the related Mortgagor in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf of the Trust
in respect of a Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation
Proceeds under the Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of amounts payable to any applicable Companion
Loan pursuant to the terms of the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage
Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust
fund expenses;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a
recovery of accrued and unpaid interest on such Mortgage Loan to the extent


 



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of the excess of (i) accrued and unpaid interest
(exclusive of default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to
time through the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations
pursuant to clause fifth below on earlier dates, the aggregate portion of the accrued and unpaid interest
described in sub-clause (i) of this clause third that either (A) was not advanced because of the reductions (if
any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal
Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such
Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I
Advance was made;


 


fourth,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery
of principal of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default
thereunder (or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid
principal balance);


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts, and (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued at the
related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made (in each case, to the extent collections
have not been allocated as recovery of such accrued and unpaid interest pursuant to this clause fifth on earlier
dates);


 


sixth,
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;


 


seventh,
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


eighth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


tenth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both
consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to
Operating Advisor Consulting Fees);


 



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twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s
rights under the related Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection
with a condemnation) at a time when the loan to value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable,
exceeds 125%, or would exceed 125% following any partial release (based solely on the value of real property and excluding personal
property and going concern value, if any, unless otherwise permitted under the applicable REMIC Provisions as evidenced by an
Opinion of Counsel to the Trustee) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced
Whole Loan in the manner required by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan
and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing
amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement
and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced
Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of
the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to
application as described above.


 


(ii)         Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced
Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable, pursuant to the related
Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund
expenses with respect to such Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a
recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest
(exclusive of default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to
time through the end of the applicable mortgage interest accrual period, over (ii) after taking


 



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 into account any allocations
pursuant to clause fifth below or clause fifth of the prior paragraph on earlier dates, the
aggregate portion of the accrued and unpaid interest described in sub-clause (i) of this clause third that
either (A) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage
Loan that have occurred in connection with related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage
Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount
in effect from time to time and as to which no P&I Advance was made;


 


fourth,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery
of principal of such Mortgage Loan to the extent of its entire unpaid principal balance;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts and (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued at the
related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made (in each case, to the extent collections
have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth
of the prior paragraph on earlier dates);


 


sixth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both
consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Operating Advisor Consulting Fees); and


 


tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes
an REO Loan, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms
of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that
with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole
Loan shall be allocated first pursuant to the


 



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terms of the related Intercreditor Agreement and then, any amounts allocated to
the related Serviced Mortgage Loan shall be subject to application as described above.


 


(iii)        Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of payments
pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor, such
amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance
and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as
applicable, or in accordance with Section 3.02(b)(ii) above.


 


(c)         To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan, as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall apply all
Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage
Loan or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the
month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.


 


(d)         In
the event that the Master Servicer or the Special Servicer receives Excess Interest prior to the Determination Date for any Collection
Period, or receives notice from the related Mortgagor that the Master Servicer or the Special Servicer will be receiving Excess
Interest prior to the Determination Date for any Collection Period, the Master Servicer or the Special Servicer, as the case may
be, shall notify the Trustee and the Certificate Administrator two (2) Business Days prior to the related Distribution Date. None
of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any failure
of the related Mortgagor to pay any Excess Interest or prepayment penalty. The preceding statements shall not, however, be construed
to limit the provisions of Section 3.02(a).


 


(e)         With
respect to any Mortgage Loan or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required to escrow
funds or to post a letter of credit related to obtaining certain performance objectives, such as targeted debt service coverage
levels or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee
has the discretion under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such
letters of credit) as additional collateral if the relevant conditions to release are not satisfied, then the related Master Servicer
may continue to hold such escrows or letters of credit (or the proceeds of such letters of credit) as additional collateral or
use such funds to reduce the principal balance of the related Mortgage Loan or Serviced Pari Passu Companion Loan (to the extent
the related Mortgage Loan documents allow such action), unless holding or application of such funds would otherwise be inconsistent
with the Mortgage Loan documents or the Servicing Standard.


 


(f)          Promptly
following the Closing Date, in the case of any Non-Serviced Whole Loan, the Certificate Administrator shall send written notice
(in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer and the related Non-Serviced Special
Servicer (with a copy to any other applicable party set forth on the schedule of addresses to


 



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Exhibit T) stating that,
as of such date, the Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer
to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be,
to the Master Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered
or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement
and the related Non-Serviced PSA. The Master Servicer shall, within two (2) Business Days of receipt of properly identified funds,
deposit into the Collection Account all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced
Mortgaged Property or any related REO Property.


 


Section
3.03     Collection of Taxes, Assessments and Similar
Items; Servicing Accounts. (a) The Master Servicer shall establish and maintain one or more accounts (the “Servicing
Accounts”), into which all Escrow Payments received by it shall be deposited and retained, and shall administer such
Servicing Accounts in accordance with the related Mortgage Loan documents and, if applicable, the Companion Loan documents. Any
Servicing Account related to a Serviced Whole Loan shall be held for the benefit of the Certificateholders and the related Serviced
Companion Noteholders collectively, but this shall not be construed to modify the respective interests of any noteholder therein
as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing Accounts may only be invested in accordance
with the terms of the related Mortgage Loan documents and Companion Loan documents, or in Permitted Investments in accordance
with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts to the extent permitted by the terms
of the related Mortgage Loan documents. Withdrawals of amounts so deposited from a Servicing Account may be made only to: (i)
effect payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse the Trustee and then the
Master Servicer, if applicable, for any Servicing Advances; (iii) refund to Mortgagors any sums as may be determined to be overages;
(iv) pay interest to Mortgagors on balances in the Servicing Account, if required by applicable law or the terms of the related
Mortgage Loan or Companion Loan and as described below or, if not so required, to the Master Servicer; (v) after the occurrence
of an event of default under the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness under the applicable
Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent permitted by
the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the termination of this Agreement
in accordance with Section 9.01. As part of its servicing duties, the Master Servicer shall pay or cause to be paid to
the related Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the terms of the related Mortgage
Loan or Companion Loan; provided, however, that in no event shall the Master Servicer be required to remit to any
Mortgagor any amounts in excess of actual net investment income or funds in the related Servicing Account. If allowed by the related
Mortgage Loan documents and applicable law, the Master Servicer may charge the related Mortgagor an administrative fee for maintenance
of the Servicing Accounts.


 


(b)        The
Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer,
in the case of all other related Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each related Serviced Companion
Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes,
assessments and other similar items that are or


 



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may become a lien thereon and the status of insurance premiums and any ground
rents payable in respect thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced
Mortgage Loan), and the Master Servicer, in the case of all other related Mortgage Loans (other than a Non-Serviced Mortgage Loan)
and each related Serviced Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from
time to time, all bills for the payment of such items (including renewal premiums) and shall effect payment thereof from the REO
Account or by the Master Servicer as Servicing Advances prior to the applicable penalty or termination date and, in any event,
prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of
such items, employing for such purpose Escrow Payments (which shall be so applied by the Master Servicer at the written direction
of the Special Servicer in the case of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and Companion Loan. Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service
and administer any reserve accounts (including monitoring, maintaining or changing the amounts of required escrows) in accordance
with the terms of such Mortgage Loan and the related Serviced Companion Loan, as applicable, and the Servicing Standard. To the
extent that a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan, as applicable, does not
require a Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable)
and similar items, the Special Servicer, in the case of REO Loans, and the Master Servicer, in the case of all other such Mortgage
Loans or Companion Loan, as applicable, that it is responsible for servicing hereunder, shall use reasonable efforts consistent
with the Servicing Standard to cause the Mortgagor to comply with its obligation to make payments in respect of such items at
the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect
to the related Mortgaged Property for nonpayment of such items.


 


(c)         In
accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced
Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the
payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents
(if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from
the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor
has failed to pay such item on a timely basis, and provided, however, that the particular advance would not, if
made, constitute a Nonrecoverable Servicing Advance and provided, further, however, that with respect to
the payment of taxes and assessments, the Master Servicer shall not be required to make such advance until the later of (i) five
(5) Business Days after the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may
be, has received confirmation that such item has not been paid and (ii) the date prior to the date after which any penalty or
interest would accrue in respect of such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee
no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on which the Master Servicer
is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or REO Property; provided, however,
that only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of Servicing Advances
required to be made on an emergency or urgent basis provided, further, that the Special Servicer shall not be


 



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entitled
to make such a request (other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently
than once per calendar month (although such request may relate to more than one Servicing Advance). The Master Servicer may pay
the aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer, in which case the Special
Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation to make any
Servicing Advances; provided that in an urgent or emergency situation requiring the making of a Servicing Advance, the
Special Servicer may make a Servicing Advance in its sole discretion. The Special Servicer shall deliver to the Master Servicer
a request for reimbursement for such Servicing Advance, along with all information and documentation in the Special Servicer’s
possession regarding the subject Servicing Advance as the Master Servicer may reasonably request, and the Master Servicer shall
be obligated, out of the Master Servicer’s own funds, to reimburse the Special Servicer for any unreimbursed Servicing Advances
(other than Nonrecoverable Servicing Advances) made by the Special Servicer pursuant to the terms hereof), together with interest
thereon at the Reimbursement Rate from the date made to, but not including, the date of reimbursement. Such reimbursement and
any accompanying payment of interest shall be made within five (5) Business Days of the written request therefor pursuant to the
preceding sentence by wire transfer of immediately available funds to an account designated in writing by the Special Servicer.
Upon the Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance and payment to the Special Servicer
of interest thereon, all in accordance with this Section 3.03, the Master Servicer shall for all purposes of this Agreement
be deemed to have made such Servicing Advance at the same time as the Special Servicer actually made such Servicing Advance, and
accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing Advance, together with interest thereon
at the Reimbursement Rate, at the same time, in the same manner and to the same extent as the Master Servicer would otherwise
have been entitled if it had actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding the foregoing
provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the Special Servicer out of
its own funds for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines
in its reasonable judgment that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable
Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the Special Servicer in writing
of such determination and, if applicable, such Nonrecoverable Servicing Advance shall instead be reimbursed to the Special Servicer
pursuant to Section 3.05 of this Agreement.


 


Any
request by the Special Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the
Special Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall
be entitled to conclusively rely on such determination, provided that the determination shall not be binding on the Master
Servicer or Trustee. On the first Business Day after the Determination Date for the related Distribution Date, the Special Servicer
shall report to the Master Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer
with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled
to conclusively rely on such a determination, but such determination shall not be binding upon the Master Servicer, and shall
in no way limit the ability of the Master Servicer in the absence of such determination to make its own determination that any
Advance is a Nonrecoverable Advance. If the Special Servicer makes a determination that


 



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only a portion of, and not all of, any
previously made or proposed Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to make its
own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable
Advance. All such Advances shall be reimbursable in the first instance from related collections from the Mortgagors and further
as provided in Section 3.05(a). No costs incurred by the Master Servicer or the Special Servicer in effecting the payment
of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes
hereof, including, without limitation, the Certificate Administrator’s calculation of monthly distributions to Certificateholders,
be added to the unpaid principal balances of the related Mortgage Loans, any related Serviced Companion Loan, if applicable, notwithstanding
that the terms of such Mortgage Loans, related Serviced Companion Loan, if applicable, so permit. If the Master Servicer fails
to make any required Servicing Advance as and when due (including any applicable cure periods), to the extent the Trustee has
actual knowledge of such failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding
anything herein to the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute
a Nonrecoverable Servicing Advance. In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior
Servicing Advances for purposes of nonrecoverability determinations. The Special Servicer shall have no obligation to make any
Servicing Advances under this Agreement.


 


Notwithstanding
anything to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but
shall not be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make
a payment from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount
thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal
and then from all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding
that the Master Servicer (or the Special Servicer, as the case may be) has determined that a Servicing Advance with respect to
such expenditure would be a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the
Special Servicer has notified the Master Servicer to not make such expenditure), where making such expenditure would prevent (i)
the related Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the
priority of the lien of the related Mortgage, or the loss of any security for the related Mortgage Loan or Serviced Companion
Loan; provided that in each instance, the Master Servicer or the Special Servicer, as the case may be, determines in accordance
with the Servicing Standard (as evidenced by an Officer’s Certificate delivered to the Trustee) that making such expenditure
is in the best interest of the Certificateholders (and, if applicable, the Companion Holders), all as a collective whole (taking
into account the subordinate or pari passu nature of any Companion Loans). The Master Servicer or the Trustee may elect
to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant to the terms of Section 3.17(c). The
parties acknowledge that pursuant to the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated
to make servicing advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall
be entitled to reimbursement for nonrecoverable servicing advances with respect to such Non-Serviced Whole Loan (with, in each
case, any accrued and unpaid interest thereon provided for under the


 



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applicable Non-Serviced PSA) in the manner set forth in the
applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.


 


(d)        In
connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the Special
Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts
then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the amount
of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided,
however, that the Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall
not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided
for in this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion
Loan are insufficient for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard
to enforce the rights of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement
available from the holder of the related Companion Loan.


 


(e)         To
the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof within
a reasonable time after the later of the Closing Date and the date as of which plan is required to be established or completed.
To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant
to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor
written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date and the date
as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall fail
to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any such failure
to the Special Servicer within a reasonable time after the date as of which actions or remediations are required to be or to have
been taken or completed.


 


Section
3.04    The Collection
Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account,
the Interest Reserve Account, the Excess Interest Distribution Account, and the Gain-on-Sale Reserve Account. (a) The
Master Servicer shall establish and maintain, or cause to be established and maintained, a Collection Account in which the Master
Servicer shall deposit or cause to be deposited on a daily basis and in no event later than the second Business Day following
receipt of available and properly identified funds (in the case of payments by Mortgagors or other collections on the Mortgage
Loans or Companion Loans), except as otherwise specifically provided herein, the following payments and collections received or
made


 



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by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans
or Companion Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate
Mortgage Loan Seller or its respective designee and other than any amounts received from Mortgagors which are received in connection
with the purchase of defeasance collateral), or payments (other than Principal Prepayments) received by it on or prior to the
Cut-off Date but allocable to a period subsequent thereto:


 


(i)         all
payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced Companion
Loans;


 


(ii)        all
payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment Premiums,
Yield Maintenance Charges and Default Interest;


 


(iii)       late
payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of the
Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)       all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that are
received in connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling
Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust Fund and that
are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds that are
received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related
mortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery of Unliquidated
Advances in respect of the related Mortgage Loans;


 


(v)        any
amounts required to be transferred from the applicable REO Account pursuant to Section 3.14(c);


 


(vi)       any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)      any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding
the foregoing requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer
would be authorized to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be
entitled to instead immediately pay such amount directly to the Person(s) entitled thereto;


 



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provided that such amounts
shall be applied in accordance with the terms hereof and shall be reported as if deposited in the Collection Account and then
withdrawn.


 


The
foregoing requirements for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary
statements or demands, assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks
returned for insufficient funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional
servicing compensation need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit
in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from
Mortgagors on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon
receipt of any of the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced
Loans, the Special Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection
Account, in accordance with this Section 3.04(a), provided, that to the extent any of the foregoing amounts are
received after 2:00 p.m. (Eastern Time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts
to remit such amounts within one (1) Business Day of receipt of such amount, but, in any event, the Special Servicer shall remit
such amounts to the Master Servicer within two (2) Business Days of receipt of such amounts. Any such amounts received by the
Special Servicer with respect to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted
to the Master Servicer for deposit into the Collection Account, pursuant to Section 3.14(c). With respect to any such amounts
paid by check to the order of the Special Servicer, the Special Servicer shall endorse without recourse or warranty such check
to the order of the Master Servicer and shall promptly deliver any such check to the Master Servicer by overnight courier. Funds
in the Collection Account may only be invested in Permitted Investments in accordance with the provisions of Section 3.06.
As of the Closing Date, the Collection Account shall be located at the offices of Wells Fargo Bank, National Association. The
Master Servicer shall give written notice to the Trustee, the Special Servicer, the Certificate Administrator and the Depositor
of the new location of the Collection Account prior to any change thereof.


 


(b)        The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders (other than
the Holders of the Class V Certificates), (ii) the Upper-Tier REMIC Distribution Account in trust for the benefit of the Certificateholders
(other than the Holders of the Class V Certificates), and (iii) the Excess Interest Distribution Account in trust for the benefit
of the Holders of the Class V Certificates. The Master Servicer shall deliver to the Certificate Administrator each month on or
before the P&I Advance Date therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, the Available Funds (calculated
without regard to clauses (a)(iii)(B), (a)(iv), (c), (d) and (e) of the definition of Available Funds)
for the related Distribution Date and (y) in the Excess Interest Distribution Account all Excess Interest for the related Distribution
Date then on


 



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deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii).


 


With
respect to each Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain
the Companion Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder.
Funds in the Companion Distribution Account shall be held for the benefit of the related Companion Holder. The Companion Paying
Agent shall separately track for each Serviced Companion Loan all amounts deposited in the Companion Distribution Account with
respect to such Serviced Companion Loan.


 


On
each Serviced Whole Loan Remittance Date, (1) first, the Master Servicer shall withdraw from the Collection Account (or applicable
portion thereof) an aggregate amount equal to all payments and/or collections actually received on, and payable in respect of,
the applicable Serviced Companion Loan prior to such date and deposit such amount in the Companion Distribution Account; provided,
however, that in no event shall the Master Servicer be required to transfer to the Companion Distribution Account any portion
thereof that is payable or reimbursable to or at the direction of any party to this Agreement under the other provisions of this
Agreement and/or the related Intercreditor Agreement; and (2) then, the Companion Paying Agent shall make the payments and remittance
described in Section 4.01(j). With respect to any Serviced Whole Loan, in the event the Master Servicer has received written
notice that an Other Servicer or Other Trustee has made an advance of a monthly debt service payment on a related Serviced Pari
Passu Companion Loan and the Master Servicer subsequently receives late collections in respect of such advanced payment, the Master
Servicer shall remit to the applicable Other Servicer or Other Trustee, within two (2) Business Days following receipt of such
late collections in properly identified funds, the amount allocable to such Serviced Pari Passu Companion Loan in accordance with
the terms of this Agreement and the related Intercreditor Agreement.


 


The
Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the Interest Reserve Account, may be subaccounts of a single Eligible Account, which shall be
maintained as a segregated account separate from other accounts.


 


In
addition to the amounts required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04,
the Master Servicer shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account:


 


(i)          any
amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 


(ii)         any
P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 



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(iii)       any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of
the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund
pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account pursuant
to Section 9.01);


 


(iv)       any
Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)        any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision of
this Agreement.


 


If,
as of the close of business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in
the foregoing clauses (i) through (v) or any Excess Interest are required to be delivered hereunder, the Master
Servicer shall not have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or
the Excess Interest Distribution Account, as applicable, the amounts required to be deposited therein pursuant to the provisions
of this Agreement (including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a)), the
Master Servicer shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including the
date such payment was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but
not including) the date such late payment is received by the Certificate Administrator.


 


The
Certificate Administrator shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution
Account, as applicable, any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement
to be deposited therein.


 


Promptly
on each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account
and deposit in the Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier
Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated
in payment of the Lower-Tier Regular Interests as specified in Section 4.01(b) and Section 4.01(d), respectively.


 


Funds
on deposit in the Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier
REMIC Distribution Account, or the Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank,
National Association is the Certificate Administrator; provided, however, that such funds may be invested and, if
invested, shall be invested by, and at the risk of, the Certificate Administrator (but only if the Certificate Administrator is
not Wells Fargo Bank, National Association) in Permitted Investments selected by the party hereunder that maintains such account
which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate
Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment shall not be sold or disposed
of prior to its maturity unless payable on demand. All such Permitted Investments to be administered by


 



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the Certificate Administrator,
shall be made in the name of “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington
Trust, National Association, as Trustee for the Holders of the Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage
Pass-Through Certificates, Series 2016-C37 as their interests may appear”, or in the name of any successor trustee, as Trustee
for the Holders of the Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37
as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall
be liable for any loss incurred on such Permitted Investments.


 


An
amount equal to all income and gain realized from any such investment shall be paid to the Certificate Administrator as additional
compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect
of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss
(to the extent not offset by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds
immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may
be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer
such amount from the Distribution Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


On
the Closing Date, the Depositor shall deposit $250,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve
Account. Funds held in the Legal Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning 2017,
upon receipt by the Certificate Administrator from the Depositor of a legal invoice related to Commission compliance matters,
the Certificate Administrator shall pay such legal invoice from and solely to the extent of funds then on deposit in the Legal
Fee Reserve Account. Any such instruction shall be sent by email to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the
invoice, and a subject line reference of “WFCM 2016-C37 - Legal Fee Reserve Account”. The Legal Fee Reserve Account
will not be a part of the Trust Fund, either Trust REMIC or the Grantor Trust. The Depositor will be the beneficial owner of the
Legal Fee Reserve Account for all federal income tax purposes, and shall be taxable on all income earned therefrom.


 


Upon
the depletion of the Legal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator
shall notify the Depositor, and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate
Administrator shall have no responsibility in connection therewith.


 


The
Certificate Administrator shall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice
received. On the final Distribution Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in
the Legal Fee Reserve Account in accordance with directions provided by the Depositor.


 


As
of the Closing Date, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account, and the Lower-Tier REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate
Administrator shall give notice to the Trustee, the Master Servicer and the Depositor


 



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of the proposed location of the Interest
Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution
Account, and, if established, the Gain-on-Sale Reserve Account prior to any change thereof.


 


For
the avoidance of doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution
Account, if it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve
Account, the Retained Certificate Gain-on-Sale Reserve Account, any Servicing Account, the REO Account and the Interest Reserve
Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC;
the Excess Interest Distribution Account (and any portion of the Collection Account holding Excess Interest) (including interest,
if any, earned on the investment of funds in such accounts) will be owned by the Grantor Trust for the benefit of the Holders
of the Class V Certificates; the Companion Distribution Account (including interest, if any, earned on the investment of funds
in such account) will be owned by the Companion Holders; and the Upper-Tier REMIC Distribution Account (including interest, if
any, earned on the investment of funds such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


(c)         Prior
to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon
notification from the Master Servicer or the Special Servicer pursuant to Section 3.02(d), the Certificate Administrator,
on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on
behalf of the Trustee in trust for the benefit of the Holders of the Class V Certificates. The Excess Interest Distribution Account
shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable
Distribution Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the Excess Interest Distribution
Account an amount equal to the Excess Interest received by the Master Servicer prior to the Determination Date for the applicable
Collection Period.


 


(d)         Following
the distribution of Excess Interest to Holders of the Class V Certificates on the first Distribution Date after which there are
no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate Administrator
shall terminate the Excess Interest Distribution Account.


 


(e)         The
Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale Reserve Account
shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for
mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon
the disposition of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will
calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and
remit such funds to the Master Servicer who shall then remit such funds to the Certificate Administrator for deposit into the
Gain-on-Sale Reserve Account. Any gain on such disposition that is allocable to any related


 



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Companion Loan in accordance with
the terms of the related Intercreditor Agreement shall be remitted to the Companion Paying Agent for deposit into the Companion
Distribution Account.


 


(f)         Any
Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 


(g)        [RESERVED].


 


(h)        [RESERVED].


 


(i)          If
any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g) of this Agreement, the Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively,
the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The Special Servicer shall, within two (2) Business Days of receipt of properly identified and available
Loss of Value Payments, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Certificate Administrator
shall account for the Loss of Value Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations Section
1.860G-2(h) and not an asset of any Trust REMIC or the Grantor Trust. Furthermore, for all federal tax purposes, the Certificate
Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders
as paid to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the
Collection Account to a Mortgage Loan Seller as distributions by the Trust to such Mortgage Loan Seller as beneficial owner of
the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve
Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.


 


Section
3.05     Permitted Withdrawals from the Collection
Account, the Distribution Accounts and the Companion Distribution Account. (a) The Master Servicer may, from time to
time, make withdrawals from the Collection Account (or the applicable subaccount of the Collection Account exclusive of the Companion
Distribution Account) for any of the following purposes (the following not being an order of priority and without duplication
of the same payment or reimbursement):


 


(i)          (A)
no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts required to be remitted
by the Master Servicer pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I
Advances pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b), to remit to the
Companion Paying Agent for deposit in the Companion Distribution Account the amounts required to be so deposited with respect
to the Companion Loans;


 



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(ii)         (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National Association if Wells
Fargo Bank, National Association is no longer the Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid
Servicing Fees in respect of each Mortgage Loan, Serviced Companion Loan, Specially Serviced Loan, and REO Loan, as applicable,
the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage
Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on
or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds
or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special
Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as
applicable, and any expense incurred by the Special Servicer in connection with performing any inspections pursuant to Section
3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds
and collections in respect of the related Specially Serviced Loan (provided that, in the case of such payment relating
to a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor Agreement with respect
to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan, as applicable, and then, pro
rata and pari passu, from the related Mortgage Loan and any related Serviced Pari Passu Companion Loan, in accordance
with their respective outstanding principal balances) and then out of general collections on the Mortgage Loans and REO
Properties, (C) to pay the Operating Advisor (or the Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating
Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion
Loan), as applicable, the Operating Advisor’s right to payment of the Operating Advisor Fee or Operating Advisor Consulting
Fee pursuant to this clause (ii)(C) with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (other than
any related Companion Loan), as applicable, being limited to amounts received on or in respect of such Mortgage Loan (whether
in the form of payments, P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance
and Condemnation Proceeds), such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation
Proceeds), that are allocable as recovery of interest thereon, and (D) to pay the Asset Representations Reviewer, any unpaid Asset
Representations Reviewer Fee and (subject to Section 12.02(b)) Asset Representations Reviewer Asset Review Fee, if any,
payable in connection with any Asset Review performed as a result of an Affirmative Asset Review Vote;


 


(iii)        to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans
with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related


 



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Serviced Mortgage Loan and not from
any amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans) prior to reimbursement from other funds unrelated
to such Serviced Whole Loan on deposit in the Collection Account; provided, further, that if such P&I Advance
with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I Advance shall additionally,
but without duplication, thereafter be entitled to reimbursement for such P&I Advance from the portion of general collections
and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time
that represent collections or recoveries of principal to the extent provided in clause (iv) below; and provided,
further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause
(v) below;


 


(iv)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the
Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to
this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion Loan
or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds
and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements
shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first,
from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu, from the related
Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans)),
prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related to
any Mortgage Loan); provided, however, that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount,
then the maker of such Servicing Advance shall additionally, but without duplication, thereafter be entitled to reimbursement
for such Servicing Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO
Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the
extent provided in clause (v) below; provided, further, that if such Advance becomes a Nonrecoverable Advance,
then such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)        to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related


 



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Mortgage Loan
and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect
thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties, then,
to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject to any
exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections on the
Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the general
collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided that, in case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement
shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first,
from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu, from the related
Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances
and provided, further, that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating
to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2),
prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided,
further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected
from the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced Mortgage Loan (and
not from any amounts collected with respect to the related Serviced Companion Loan), in accordance with the terms of the related
Intercreditor Agreement (provided that, with respect to any AB Subordinate Companion Loan, the foregoing with respect to
Nonrecoverable Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of the related
Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related
Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans and AB Subordinate Companion Loan), prior to reimbursement from
other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan) or (3) to
pay itself, with respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing
Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect
to such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts received in connection therewith;


 


(vi)       at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a
related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including
any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause
(v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable
thereon in accordance with Section 4.03(d) and Section 3.11(d), (b) any unreimbursed Servicing Advances (including
any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause
(v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be,


 



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any
interest accrued and payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any Nonrecoverable Advances
pursuant to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as
the case may be, any interest accrued and payable thereon; provided that in all events, subject to the related Intercreditor
Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any
related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall
not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and
AB Subordinate Companion Loans);


 


(vii)      to
reimburse itself, the Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably incurred by
such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable Mortgage
Loan Seller or any other obligation of the Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase Agreement,
including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation or any
other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii) with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of
the definition of Purchase Price;


 


(viii)     in
accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out of
Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and
then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 4 of
the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause
(vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and
Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms
of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion
Loan and then, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related
Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided that, with
respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being
payable out of general collections with respect to the Mortgage Loans;


 



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(ix)        to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan
in accordance with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced
Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections
with respect to the Mortgage Loan;


 


(x)         to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income
earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution Account
as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection Account
and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while the related
Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the
related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related
Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses
incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d);
and (b) to pay the Special Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty Charges
collected on Specially Serviced Loans (but only to the extent collected from the related Mortgagor and to the extent that all
amounts then due and payable with respect to the related Specially Serviced Loan have been paid and such Penalty Charges are not
needed to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation
Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)        to
recoup any amounts deposited in the Collection Account in error;


 


(xii)       to
pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b); provided that, in the case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®) relating
to a Serviced


 



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Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement, with
respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in
accordance with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced
Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections
with respect to the Mortgage Loans;


 


(xiii)      to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b), 3.18(b),
3.18(d), 3.18(i), 3.18(m), Section 5.08(a) and 10.01(f) to the extent payable out of the Trust
Fund, (b) the cost of any Opinion of Counsel contemplated by Section 13.01(a) or Section 13.01(c) in connection
with an amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the
rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a);
provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective outstanding principal balances or (ii) with respect to a Serviced AB Whole Loan, first, from the
related AB Subordinate Companion Loan (if any) and then, from the related Serviced AB Mortgage Loan and any Serviced Pari
Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being payable out of general
collections with respect to the Mortgage Loans;


 


(xiv)      to
pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that
none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to
Section 10.01(g);


 


(xv)       to
reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred
by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)      to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased
by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating


 



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to periods
after the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated
by Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon
subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments
due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)     to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 


(xviii)    to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(i);


 


(xix)      to
remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant
to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)
above;


 


(xx)       [RESERVED];


 


(xxi)      to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


(xxii)     to
pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The
Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary
for the payments or reimbursement of amounts required to be paid to the applicable Non-Serviced Trust, the applicable Non-Serviced
Master Servicer, the applicable Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced
Paying Agent or any other applicable party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant
to or as contemplated by this Agreement, the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA.


 


The
Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan and, when appropriate, on a property-by-property
basis, for the purpose of justifying any withdrawal from the Collection Account.


 


The
Master Servicer shall pay to the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset
Representations Reviewer from the Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a certificate
of a Servicing Officer of the Special Servicer, or an officer of the Operating Advisor or the Asset Representations Reviewer or
a Responsible Officer of the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer is entitled. The Master
Servicer may rely conclusively on any such certificate and shall have no


 



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duty to re-calculate the amounts stated therein. The
Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and REO Loan, on a loan-by-loan
and, when appropriate, on a property-by-property basis, for the purpose of justifying any request for withdrawal from the Collection
Account.


 


Notwithstanding
anything to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general collections
that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the
related Companion Loan, as applicable.


 


(b)        The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the
following purposes (the following not being an order of priority):


 


(i)          to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(b) and the amount of any Prepayment
Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(d) in the Upper-Tier REMIC Distribution Account,
and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(b);


 


(ii)         to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)        to
pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable, as contemplated
by Section 8.05(a) with respect to the Mortgage Loans;


 


(iv)        to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the Certificate
Administrator as contemplated by Section 5.08(c) or Section 8.02 to the extent payable out of the Trust Fund, (D)
the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(f)
or Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection
with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance
of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);


 


(v)         to
pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to the extent none of the


 






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Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


 


(vi)       to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC;


 


(vii)      to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein;


 


(viii)     to
clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(ix)        termination
of this Agreement pursuant to Section 9.01.


 


(c)         The
Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the
extent required to make the distributions of Excess Interest required by Section 4.01(i).


 


(d)         The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for any
of the following purposes:


 


(i)          to
make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in respect of the
Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable; and


 


(ii)         to
clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)         [RESERVED].


 


(f)          Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Account and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section 3.05(b)(ii) and (b)(iii), then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees
payable under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section
3.05(a)(ii) and in the event that amounts on deposit in the Collection Account and the Lower-Tier REMIC Distribution Account
are not sufficient to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based
on the amount of such fees and (ii) if amounts on deposit in the Collection Account are not sufficient to reimburse the full amount
of Advances and interest thereon listed in Sections 3.05(a)(ii), (a)(iii), (a)(iv), (a)(v), and (a)(vi) then reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro rata, second
to the Special Servicer, third to the Master Servicer and then to the Operating Advisor.


 



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(g)        If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related
Serviced REO Property, then the Special Servicer shall promptly upon written direction from the Master Servicer (provided that,
(1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence
of such Liquidation event and (2) with respect to clause (v) below, the Certificate Administrator shall have provided the
Master Servicer and the Special Servicer with five Business Days’ prior notice of such final Distribution Date) transfer
such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for
deposit into the Collection Account for the following purposes:


 


(i)          to
reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement,
for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together
with any interest on such Advances);


 


(ii)         to
pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of
such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)        to
offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be
(as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan
or any related successor REO Loan;


 


(iv)       following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any related
transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
 as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect
of any other Mortgage Loan or Serviced REO Loan; and


 


(v)         On
the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that
are attributable to such Mortgage Loan or related REO Property, as the case may be, additional trust fund expenses or any Nonrecoverable
Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(h)        Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (i)-(iii) of the prior paragraph shall
be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan with
respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection
Account pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in
respect of the related Mortgage


 



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Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection
Account to cover an item contemplated by clauses (i)-(iv) of the prior paragraph.


 


(i)          The
Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(j).


 


Section
3.06    Investment of Funds in the Collection
Account, REO Account and Loss of Value Reserve Fund. (a) The Master Servicer may direct any depository institution
maintaining the Collection Account, the Companion Distribution Account, or any Servicing Account (for purposes of this Section
3.06, an “Investment Account”), the Special Servicer may direct any depository institution maintaining
the REO Account and Loss of Value Reserve Fund (also for purposes of this Section 3.06, an “Investment Account”)
to invest or if it is such depository institution, may itself invest, the funds held therein, only in one or more Permitted Investments
bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately
preceding the next succeeding date on which funds are required to be withdrawn from such account pursuant to this Agreement, if
a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no later than the date
on which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining
such account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds
held in an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as the case may be, on
behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders. The Master Servicer (in the case of
the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer),
the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for
the Special Servicer) on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts
in the Collection Account, such Companion Distribution Account, such Servicing Accounts, such Loss of Value Reserve Fund or such
REO Account, as applicable, that is either (i) a “certificated security,” as such term is defined in the UCC (such
that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured party may
perfect its security interest by physical possession under the UCC or any other applicable law. In the case of any Permitted Investment
held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), the Master Servicer
or the Special Servicer, as the case may be, shall take or cause to be taken such action as the Trustee deems reasonably necessary
to cause the Trustee to have control over such security entitlement. In the event amounts on deposit in an Investment Account
are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the Collection Account,
the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer) or the Special Servicer
(in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer)
shall:


 


(i)          consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the amount
required to be withdrawn on such date; and


 



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(ii)         demand
payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in
respect of funds thereafter on deposit in the Investment Account.


 


(b)         Interest
and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account
for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current
Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction,
in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized
on funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer,
to the extent of the Net Investment Earnings, if any, with respect to such account for each period from and including any Distribution
Date to and including the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special
Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c). In the event that any loss shall be
incurred in respect of any Permitted Investment (as to which the Master Servicer or Special Servicer, as the case may be, would
have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer or the Special Servicer,
as the case may be, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account,
Loss of Value Reserve Fund or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion Distribution
Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account,
Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit therein, no later
than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such
account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the
current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall be required to deposit
any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the
federal or state chartered depository institution or trust company that holds such Investment Account, so long as such depository
institution or trust company satisfied the qualifications set forth in the definition of Eligible Account at the time such investment
was made (and such federal or state chartered depository institution or trust company is not an Affiliate of the Master Servicer
or the Special Servicer, as applicable, unless such depository institution or trust company satisfied the qualification set forth
in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days prior to such insolvency).


 


(c)         Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon the
request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action
as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


 



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Section
3.07     Maintenance of Insurance Policies; Errors
and Omissions and Fidelity Coverage. (a) The Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan) shall use its efforts consistent with the Servicing Standard to cause
the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage Loan), and the Special Servicer (with respect to
REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the extent required by the terms of the related
Mortgage Loan documents, all insurance coverage as is required under the related Mortgage Loan documents except to the extent
that the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and except as provided in the next sentence
with respect to the Master Servicer or the Special Servicer, as the case may be). If the Mortgagor does not so maintain such insurance
coverage, subject to its recoverability determination with respect to any required Servicing Advance, the Master Servicer (with
respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special
Servicer (with respect to REO Properties other than a Non-Serviced Mortgaged Property) shall maintain all insurance coverage as
is required under the related Mortgage, but only in the event the Trustee has an insurable interest therein and such insurance
is available to the Master Servicer or the Special Servicer, as applicable, and, if available, can be obtained at commercially
reasonable rates, as determined ((i) prior to the occurrence and continuance of any Control Termination Event and (ii) other than
with respect to any Excluded Loan, any determination that such insurance coverage is not available or not available at commercially
reasonable rates to be made with the consent of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan,
prior to the occurrence and continuance of a related AB Control Appraisal Period, with the consent of the Serviced AB Whole Loan
Controlling Holder)) by the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and
any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged
Property) except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined
by the Master Servicer (with respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect to a Specially Serviced
Loan); provided, however, that if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance
coverage to be maintained on such Mortgaged Property, the Master Servicer or, with respect to REO Property, the Special Servicer,
as applicable, shall impose or maintain, as applicable, such insurance requirements as are consistent with the Servicing Standard
taking into account the insurance in place at the closing of the Mortgage Loan, provided that, with respect to the immediately
preceding proviso, the Master Servicer shall be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor
to maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s
failure is an Acceptable Insurance Default (as determined by the Master Servicer (with respect to a Non-Specially Serviced Loan)
or the Special Servicer (with respect to a Specially Serviced Loan) with ((i) unless a Control Termination Event has occurred
and is continuing and (ii) other than with respect to any Excluded Loan) the consent of the Directing Certificateholder) and only
in the event the Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the Special
Servicer, as the case may be, and, if available, can be obtained at commercially reasonable rates. The Master Servicer and the
Special Servicer shall be entitled to rely on insurance consultants (at the applicable servicer’s expense) in determining
whether any insurance is available at commercially reasonable rates. Subject to Section 3.15(a) and the costs


 






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of such insurance
being reimbursed or paid to the Special Servicer as provided in the third-to-last sentence of this paragraph, the Special Servicer
shall maintain for each REO Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage than was previously
required of the Mortgagor under the related Mortgage Loan documents unless the Special Servicer determines ((i) prior to the occurrence
and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan, with the consent of the
Directing Certificateholder) that such insurance is not available at commercially reasonable rates or that the Trustee does not
have an insurable interest, in which case the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s
determination. All Insurance Policies maintained by the Master Servicer or the Special Servicer shall (i) contain a “standard”
mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect
of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties)
or to the Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be
in the name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii) include coverage in an amount
not less than the lesser of (x) the full replacement cost of the improvements securing Mortgaged Property or the REO Property,
as applicable, and (y) the outstanding principal balance owing on the related Mortgage Loan (including any related Serviced Companion
Loan) or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions,
(iv) include a replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted
under the related Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured
party (except in the case of nonpayment, in which case such policy shall not be cancelled without ten (10) days’ prior notice)
and (vi) subject to the first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer
authorized under applicable law to issue such Insurance Policies. Any amounts collected by the Master Servicer or the Special
Servicer under any such Insurance Policies (other than amounts to be applied to the restoration or repair of the related Mortgaged
Property or REO Property or amounts to be released to the related Mortgagor, in each case in accordance with the Servicing Standard
and the provisions of the related Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal
pursuant to Section 3.05(a). Any costs incurred by the Master Servicer in maintaining any such Insurance Policies in respect
of Mortgage Loans (including any related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage
Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance
(so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such
cost shall instead be paid out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for
purposes of calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage
Loan and Serviced Companion Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so
permit. Any cost incurred by the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall
be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit
therein is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be
a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the
Collection Account).


 



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The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were
a single “Mortgage Loan”. Notwithstanding any provision to the contrary, the Master Servicer shall not be required
to maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property
unless such insurance was required at the time of origination of the related Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and is currently available at commercially reasonable rates.


 


Notwithstanding
the foregoing, with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan that either (x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit
an exclusion for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types
and against such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires
from time to time in order to protect its interests, the Master Servicer shall, consistent with the Servicing Standard, (A) monitor
in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional
Exclusions; provided that the Master Servicer and the Special Servicer shall be entitled to conclusively rely upon certificates
of insurance in determining whether such policies contain Additional Exclusions, (B) request the Mortgagor to either purchase
insurance against the risks specified in the Additional Exclusions or provide an explanation as to its reasons for failing to
purchase such insurance and (C) notify the Special Servicer if it has knowledge that any insurance policy contains Additional
Exclusions or if it has knowledge (such knowledge to be based upon the Master Servicer’s compliance with the immediately
preceding clauses (A) and (B) above) that any Mortgagor fails to purchase the insurance requested to be purchased
by the Master Servicer pursuant to clause (B) above. If the Master Servicer (with respect to a Non-Specially Serviced Loan)
or the Special Servicer (with respect to a Specially Serviced Loan) determines in accordance with the Servicing Standard that
such failure is not an Acceptable Insurance Default, the Special Servicer (with respect to such determination made by the Special
Servicer) shall notify the Master Servicer and the Master Servicer shall use efforts consistent with the Servicing Standard to
cause such insurance to be maintained. The Master Servicer and the Special Servicer (at the expense of the Trust) shall be entitled
to rely on insurance consultants in making such determinations. The Master Servicer shall be entitled to rely on insurance consultants
(at the expense of the Master Servicer) in determining whether Additional Exclusions exist. Furthermore, the Special Servicer
shall promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website for those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated Principal Balances of all of the
Mortgage Loans then included in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage
Loans then included in the Trust. During the period that the Master Servicer or the Special Servicer is evaluating the availability
of such insurance or waiting for a response from the Directing Certificateholder, neither the Master Servicer nor the Special
Servicer will be liable for any loss related to its failure to require the Mortgagor to maintain (or its failure to maintain)
such insurance and will not be in default of its obligations as a result of such failure and the Master Servicer will not itself
maintain such insurance or cause such insurance to be maintained.


 


(b)        (i)
If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring
against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding any


 



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Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may
be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent
to the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have
satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties.
Such Insurance Policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, if there
shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying
with the requirements of Section 3.07(a), and there shall have been one or more losses which would have been covered by
such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of such loss or losses that
would have been covered under the individual policy but are not covered under the blanket Insurance Policy because of such deductible
clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including
any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent
with the Servicing Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any
Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders,
claims under any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy. The Special Servicer,
to the extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties (other than with respect
to a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which
shall be a Servicing Advance.


 


(ii)         If
the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e.,
other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered
thereby) shall be paid by the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain
a deductible clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a),
and there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into
the Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to
the related Mortgage Loan, including any related Serviced Companion


 



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Loan, or, in the absence of
any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.


 


(c)       Each
of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors
or omissions. Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage
of the Master Servicer or the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special
Servicer and providing the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section
3.07(c). The Special Servicer and the Master Servicer will promptly report in writing to the Trustee any material changes
that may occur in their respective fidelity bonds, if any, and/or their respective errors and omissions insurance policies, as
the case may be, and will furnish to the Trustee copies of all binders and policies or certificates evidencing that such bonds,
if any, and insurance policies are in full force and effect.


 


(d)       At
the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non-Serviced
Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),
the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with
applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related
Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent such insurance is available at commercially
reasonable rates (as determined by the Master Servicer in accordance with the Servicing Standard and to the extent the Trustee,
as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to the extent the related Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require such coverage
and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal
to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if applicable),
and (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such
additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard.
If the cost of any insurance described above is not borne by the Mortgagor, the Master Servicer shall promptly make a Servicing
Advance for such costs.


 


(e)       During
all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer in accordance with the Servicing Standard), a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less
than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended. The cost of
any such flood insurance with respect to an REO Property shall be an expense of the Trust payable out of the related REO Account
pursuant to Section 3.14 or, if


 



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the amount on deposit therein is insufficient therefor, paid by the Master Servicer as
a Servicing Advance.


 


(f)       Each
of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


(g)       Notwithstanding
anything to the contrary in this Section 3.07, so long as the long-term debt obligations or the deposit account or claims-paying
ability of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent),
as applicable, is rated at least “A3” by Moody’s, “A(low)” by DBRS (if rated by DBRS) and “A-“
by Fitch (if rated by Fitch), the Master Servicer (or its public parent) or the Special Servicer (or its public parent), as applicable,
shall be allowed to provide self-insurance with respect to any of its obligations under this Section 3.07.


 


Section
3.08     Enforcement
of Due-on-Sale Clauses; Assumption Agreements. (a) As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale” clause, which by
its terms:


 


(i)        provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


(ii)       provides
that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with
any such sale or other transfer;


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer
(with respect to any Non-Specially Serviced Loan and as to which such matter is a Master Servicer Decision pursuant to clause
(xiv) or clause (xv) of the definition thereof) or the Special Servicer (with respect to any Specially Serviced Loan
or any Non-Specially Serviced Loan as to which such matter is a Major Decision), on behalf of the Trustee as the mortgagee of
record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate
the payments thereon or (y) to withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) waive
any right to exercise such rights, provided that (i)(A) if such Mortgage Loan is not an Excluded Loan, no Control Termination
Event shall have occurred and be continuing and the matter involves a Major Decision, the consent (or deemed consent) of the Directing
Certificateholder shall have been obtained by the Special Servicer to the extent required by, and pursuant to the process described
under, Section 6.08(a), and (B) if such Mortgage Loan is not an Excluded Loan, a Control Termination Event shall have occurred
and be continuing, and no Consultation Termination Event shall have occurred and be continuing, the Special Servicer shall have
consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a) (provided
that in the case of clause (A) and clause (B) such consent shall be


 



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deemed given or such consultation shall be deemed
to have occurred, as applicable, if a response to the request for consent or consultation, as the case may be, is not provided
within ten (10) Business Days after receipt of the Special Servicer’s written recommendation and analysis and all information
reasonably requested by the Directing Certificateholder, and reasonably available to the Special Servicer in order to grant or
withhold such consent or conduct such consultation), and (ii) with respect to any Mortgage Loan (x) with a Stated Principal Balance
greater than or equal to $20,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the aggregated Stated
Principal Balance of the Mortgage Loans then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized
or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of
the ten largest Mortgage Loans outstanding (by Stated Principal Balance), the Master Servicer or the Special Servicer, as the
case may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25), provided, however, that with respect to sub-clauses (y) and (z)
of this sub-clause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such
Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded
Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with
the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions
and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set
forth in Section 6.08 for consulting with the Operating Advisor.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer,
as the case may be, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review
Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information
provider) in accordance with Section 3.25 of this Agreement.


 


If
any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan
or related Serviced Companion Loan may be assumed or transferred without the consent of the mortgagee, provided that certain
conditions contained in the related Mortgage Loan documents are satisfied where no mortgagee discretion is necessary in order
to determine if such conditions are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being
serviced under this Agreement, the Master Servicer (with respect to all Non-Specially Serviced Loans) and the Special Servicer
(with respect to all Specially Serviced Loans), on behalf of the Trustee as the mortgagee of record, shall determine in accordance
with the Servicing Standard whether such conditions have been satisfied.


 






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(b)       As
to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision
in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)        provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)       requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer
(with respect to any Non-Specially Serviced Loan and as to which such matter is a Master Servicer Decision pursuant to clause
(xiv) or clause (xv) of the definition thereof) or the Special Servicer (with respect to any Specially Serviced Loan
or any Non-Specially Serviced Loan as to which such matter is a Major Decision), on behalf of the Trustee as the mortgagee of
record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate
the payments thereon or (y) to withhold its consent to the creation of any additional lien or other encumbrance, consistent with
the Servicing Standard or (b) waive its right to exercise such rights, provided that (i)(A) if such Mortgage Loan is not
an Excluded Loan, no Control Termination Event shall have occurred and be continuing and the matter involves a Major Decision,
the consent (or deemed consent) of the Directing Certificateholder shall have been obtained by the Special Servicer to the extent
required by, and pursuant to the process described under, Section 6.08(a), and (B) if such Mortgage Loan is not an Excluded
Loan, a Control Termination Event shall have occurred and be continuing, and no Consultation Termination Event shall have occurred
and be continuing, the Special Servicer shall have consulted with the Directing Certificateholder if and to the extent required
pursuant to Section 6.08(a) (provided that in the case of clause (A) and clause (B) such consent shall
be deemed given or such consultation shall be deemed to have occurred, as applicable, if a response to the request for consent
or consultation, as the case may be, is not provided within ten (10) Business Days after receipt of the Special Servicer’s
written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably
available to the Special Servicer in order to grant or withhold such consent or conduct such consultation), and (ii) the Master
Servicer or the Special Servicer, as the case may be, has obtained Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25) if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal
to 2% of the Stated Principal Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any
existing and proposed debt) or (C) has a debt service coverage ratio less than 1.20x (in each case, determined based upon the
aggregate of the Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount of
the proposed additional lien) or (D) is one of the ten


 



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largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated
Principal Balance greater than $20,000,000; provided, however, that with respect to sub-clauses (A), (B),
(C) and (D) of this sub-clause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at
least $10,000,000 for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with
respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Master Servicer
or Special Servicer, as the case may be, shall consult with the Operating Advisor, on a non-binding basis, in connection with
the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor,
in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(b), the Special Servicer shall (if not already
provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider
(or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section
3.25 of this Agreement.


 


To
the extent permitted by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding
paragraph or in Section 3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan
documents are silent as to who bears the costs of obtaining any such Rating Agency Confirmation, the Special Servicer shall use
reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance
such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.


 


If
any Mortgage Loan or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered
without the consent of the mortgagee, provided that certain conditions contained in the related Mortgage Loan documents
are satisfied where no mortgagee discretion is necessary in order to determine if such conditions are satisfied, then for so long
as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to all
Non-Specially Serviced Loans) and the Special Servicer (with respect to all Specially Serviced Loans), on behalf of the Trustee
as the mortgagee of record, shall determine whether such conditions have been satisfied.


 


Upon
receiving a request for any matter described in Section 3.08(a) or this Section 3.08(b) that constitutes a consent
or waiver with respect to a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan
that is a Non-Specially Serviced Loan and other than any transfers or assumptions provided for in clause (xiv) or clause
(xv) of the definition of Master Servicer Decision and other than any waiver of a “due-on-encumbrance” clause
which waiver constitutes a Master Servicer Decision pursuant to clause (xiv) or clause (xv) of the definition thereof,
the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer will be required to process
such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the
Master Servicer will have no further obligation with respect to such request or due-on-sale or due-on-encumbrance. The Master
Servicer shall continue to cooperate with the Special Servicer by delivering to the Special Servicer any additional information
in the Master Servicer’s


 



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possession requested by the Special Servicer relating to such consent or waiver with respect to
a “due-on-sale” or “due-on-encumbrance” clause. The Master Servicer shall not be permitted to process
any request relating to such consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance”
clause (other than any transfers or assumptions provided for in clause (xiv) or clause (xv) of the definition of
Master Servicer Decision and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master
Servicer Decision pursuant to clause (xiv) or clause (xv) of the definition thereof) and shall not be required to
interface with the Mortgagor or provide a written recommendation and analysis with respect to any such request.


 


(c)       Nothing
in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional
lien or other encumbrance with respect to such Mortgaged Property.


 


(d)       Except
as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicer nor the
Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable,
in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master Servicer
and the Special Servicer, as the case may be, shall provide copies of any final waivers (except with respect to provision of any
such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a)
or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the
Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider
(for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25) and, with respect to a
Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section
3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(e)       [RESERVED].


 


(f)       For
the avoidance of doubt, neither the Master Servicer nor the Special Servicer may waive its rights or grant its consent under any
“due-on-sale” or “due-on-encumbrance” clause other than in compliance with the provisions of Section
3.08(a) through (d) hereof. In the case of the Special Servicer, no such waiver or consent shall be made without (x)
(i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan,
the consent (or deemed consent) of the Directing Certificateholder having been obtained if and to the extent required by, and
pursuant to the process described under Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a
Control Termination Event and (ii) other than with respect to any Excluded Loan, but prior to the occurrence and continuance of
a Consultation Termination Event, after having consulted with the Directing Certificateholder if and to the extent required pursuant
to Section 6.08(a).


 


(g)       Notwithstanding
the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as applicable, makes a determination
under Section 3.08(a) or Section 3.08(b) that the applicable conditions in the related Mortgage Loan or


 



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Companion
Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee have
been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise
prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents
does not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section
3.09     Realization
Upon Defaulted Loans and Companion Loans. (a) Upon an event of default under the Mortgage Loan documents related to
a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide written notice to the
related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer. The Special Servicer
shall, subject to subsections (b) through (d) of this Section 3.09, Section 3.24, subject to the Directing
Certificateholders’ rights pursuant to Section 6.08, and any Companion Holder or mezzanine lender’s rights
under the related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest
of the related Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose
upon or otherwise comparably convert (which may include an REO Acquisition) the ownership of property securing any such Mortgage
Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan, if any, as come into and continue in default as to
which no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments,
and which are not released from the Trust Fund pursuant to any other provision hereof. The foregoing is subject to the provision
that, in any case in which a Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master Servicer or the
Special Servicer shall not be required to make a Servicing Advance and expend funds toward the restoration of such property unless
the Special Servicer has determined in its reasonable discretion that such restoration will increase the net proceeds of liquidation
of such Mortgaged Property to Certificateholders after reimbursement to the Master Servicer or the Special Servicer, as applicable,
for such Servicing Advance, and the Master Servicer or the Special Servicer has not determined that such Servicing Advance together
with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs and expenses incurred by the Special
Servicer in any such proceedings shall be advanced by the Master Servicer; provided that, in each case, such cost or expense
would not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09 shall be
construed so as to require the Master Servicer or the Special Servicer, on behalf of the Trust, to make a bid on any Mortgaged
Property at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as determined
by the Master Servicer or the Special Servicer in its reasonable judgment taking into account the factors described in Section
3.16(b) and the results of any Appraisal obtained pursuant to the following sentence, all such bids to be made in a manner
consistent with the Servicing Standard. If and when the Special Servicer or the Master Servicer deems it necessary and prudent
for purposes of establishing the fair market value of any Mortgaged Property securing a Defaulted Loan or any related defaulted
Companion Loan, whether for purposes of bidding at foreclosure or otherwise, the Special Servicer or the Master Servicer, as the
case may be, is authorized to have an Appraisal performed with respect to such property by an Independent MAI-designated appraiser
the cost of which shall be paid by the Master Servicer as a Servicing Advance.


 






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(b)       The
Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)       such
personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or


 


(ii)       the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion
Loan) will not cause an Adverse REMIC Event.


 


(c)       Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer nor the Special Servicer
shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders and/or
any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be
an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable law,
unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously
determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed
by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior to any such
acquisition of title or other action, that:


 


(i)       such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related
Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single
lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(ii)       there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


The
cost of any such Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial,
corrective or other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall
be paid by the Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall
be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be


 



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withdrawn in accordance with the related Intercreditor
Agreement by the Master Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal
to be made from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any
such Environmental Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental
Assessment ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense
of the Trust as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii)
of the preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with
respect to Specially Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar
with the terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken
(including delivering any notices to the insurer and using reasonable efforts to perform any actions required under such policy)
under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available
under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)       If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth
in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with
respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion
Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant
to Section 4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required
to repurchase such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer
shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to
the Mortgaged Property) and is hereby authorized ((A) prior to the occurrence and continuance of a Control Termination Event (or
with respect to any AB Mortgage Loan, after the occurrence and during the continuation of an AB Control Appraisal Period, but
prior to the occurrence and continuance of a Control Termination Event) and (B) other than with respect to any Excluded Loan),
with the consent of the Directing Certificateholder at such time as it deems appropriate to release such Mortgaged Property from
the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance of greater
than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special
Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer and ((A) prior
to the occurrence and continuance of a Consultation Termination Event and (B) other than with respect to any Excluded Loan) the
Directing Certificateholder, in writing of its intention to so release such Mortgaged Property and the bases for such intention,
(ii) the Certificate Administrator shall have posted such notice of the Special Servicer’s intention to so release such
Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b) and (iii) in addition to
the prior written consent of the Directing Certificateholder as required above, the Holders of Certificates entitled to a majority
of the Voting Rights shall have consented or have been deemed to have consented to such release within thirty (30) days of the
Certificate Administrator’s posting such notice to the Certificate Administrator’s Website (failure to respond by
the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent any fee charged by any Rating
Agency in connection with rendering


 



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such written confirmation is not paid by the related Mortgagor, such fee is to be an expense
of the Trust; provided that the Special Servicer shall use commercially reasonable efforts to collect such fee from the
Mortgagor to the extent permitted under the related Mortgage Loan documents.


 


(e)       The
Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder (other than with respect to any Excluded Loan), the Master Servicer and the 17g-5 Information Provider monthly
regarding any actions taken by the Special Servicer with respect to any Mortgaged Property securing a Defaulted Loan, or defaulted
Companion Loan as to which the environmental testing contemplated in subsection (c) above has revealed that either of the
conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied, in each case
until the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage Loan by the applicable
Mortgage Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.


 


(f)       The
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the
Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and
required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master
Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such
information and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness
and abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the Special Servicer.
Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


 


(g)       The
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)       The
Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO
Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced
by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder
(other than with respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding P&I
Advance Determination Date.


 


Section
3.10     Trustee
and Certificate Administrator to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan (other
than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as the case may be, of a notification
that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer, as
the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage File. Any such



 



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notice and request shall be in the form of a Request for Release signed by a Servicing Officer and shall include a statement to
the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the
Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such deposit, have been or
will be so deposited. Within seven (7) Business Days (or within such shorter period as release can reasonably be accomplished
if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt of such notice and request, the
Custodian shall release the related Mortgage File to the Master Servicer or the Special Servicer, as the case may be; provided that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File
shall not be released by the Custodian unless the related Serviced Whole Loan is paid in full. No expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.


 


(b)       From
time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and
any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release
signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein
to the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such
document to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master
Servicer or the Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan,
the related Companion Loan), was liquidated and that all amounts received or to be received in connection with such liquidation
which are required to be deposited into the Collection Account (including amounts related to the related Companion Loan, if applicable)
pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a
copy of the Request for Release shall be released by the Custodian to the Master Servicer or the Special Servicer (or a designee),
as the case may be, with the original being released upon termination of the Trust.


 


(c)       Within
seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer notifies
the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,
requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing
a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided
by the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall be responsible for the
preparation of all such documents and pleadings. When submitted to the Trustee for signature, such documents or pleadings shall
be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee
will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of
the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents for their sufficiency or enforceability.


 






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(d)       If,
from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section
3.11     Servicing
Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing
Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to
any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially
serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing
Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance
of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such
Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for
the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due
on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue
if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced
Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation
Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The
Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan
and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer
shall be entitled to recover unpaid Servicing Fees in respect of any applicable Mortgage Loan, Companion Loan or REO Loan out
of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of
an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a).


 


Except
as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05
and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection
with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with
the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer
from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor
Agreement.


 


The
Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section
3.04(a), additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following
amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications,
waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent
not prohibited by the related Intercreditor Agreement) that are Master Servicer Decisions; provided that if any such matter


 



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involves a Major Decision, then the Master Servicer will be entitled to 50% of such Excess Modification Fees, (ii) 100% of all
assumption application fees and other similar items received on any Non-Specially Serviced Loans for which the Master Servicer
is processing the underlying assumption-related transaction (including any related Serviced Companion Loan, to the extent not
prohibited by the related Intercreditor Agreement) that are Master Servicer Decisions and 100% of all defeasance fees (provided that for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees in connection with a defeasance
that the Special Servicer is entitled to under this Agreement); and (iii) 100% of assumption, waiver, consent and earnout fees,
and other similar fees (other than assumption application and defeasance fees) pursuant to Section 3.08 and Section
3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related
Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) relating to Master Servicer Decisions;
provided that if any such matter involves a Major Decision, then the Master Servicer will be entitled to 50% of such assumption,
waiver, consent and earnout fees and other similar fees, and only to the extent that all amounts then due and payable with respect
to the related Mortgage Loan or related Serviced Pari Passu Companion Loan have been paid. In addition, the Master Servicer shall
be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan
or Specially Serviced Loan) any charges for beneficiary statements or demands and other customary charges, amounts collected for
checks returned for insufficient funds and reasonable review fees in connection with any Mortgagor request to the extent such
review fees are not prohibited under the related Mortgage Loan documents, in each case only to the extent actually paid by or
on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion
Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d),
the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent
provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection
Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including
the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Servicing
Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference,
if positive, between Prepayment Interest Excesses and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced
Pari Passu Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest
Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers
and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the
extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.


 


Notwithstanding
anything herein to the contrary, Wells Fargo Bank, National Association may, at its option, assign or pledge to any third party
or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Pari Passu Companion
Loan (and any successor REO Loan); provided, however, that in the event of any


 



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resignation or termination of Wells
Fargo Bank, National Association as Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced
by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified
successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation
that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing
Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall
pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the
Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination
of Wells Fargo Bank, National Association as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).


 


(b)       As
compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect
to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time
at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO
Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any
related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing
Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to
the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the
provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement.
The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.


 


(c)       Additional
servicing compensation in the following form shall be promptly paid to the Special Servicer by the Master Servicer (or directly
from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the
Collection Account pursuant to Section 3.04(a): (i) 100% of all Excess Modification Fees related to modifications, waivers,
extensions or amendments of any Specially Serviced Loans and 100% of assumption fees and other similar fees received with respect
to Specially Serviced Loans, (ii) 100% of all assumption application fees and other similar items on any Specially Serviced Loans
and 100% of assumption application fees and other similar items on any Non-Specially Serviced Loans for which the Special Servicer
is processing the underlying assumption-related transaction that is a Major Decision, (iii) 100% of waiver, consent and earnout
fees, pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on
the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (iv) 50%
of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Non-Specially Serviced Loan
to the extent the matter involves a Major Decision and (v) 50% of all assumption, waiver, consent and earnout fees received with
respect to any Non-Specially Serviced Loan to the extent


 



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that the matter involves a Major Decision. Subject to Section 3.11(d),
the Special Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent
provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO
Account and the Loss of Value Reserve Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including
the P&I Advance Date related to such Distribution Date). In addition, the Special Servicer shall be entitled to charge any
Mortgagor for and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable
review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage
Loan documents, and only to the extent actually paid by the related Mortgagor. The Special Servicer shall also be entitled to
additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on
such Corrected Loan for so long as it remains a Corrected Loan; provided, however, that after receipt by the Special
Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such
amount shall be reduced by the Excess Modification Fee Amount; provided, further, however, that in the event
the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special
Servicer shall be entitled to an amount from the final payment on the related Corrected Loan (including any related Serviced Companion
Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including
any related Serviced Companion Loan) equal to $25,000. The Workout Fee shall be reduced (but not below zero) with respect to each
collection on such Corrected Loan from which fee would otherwise be payable until an amount equal to the Excess Modification Fee
Amount has been deducted in full. The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again
becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced
Loan again becomes a Corrected Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced
Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any
and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans prior to the
time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes
a Specially Serviced Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout
Fees payable on Specially Serviced Loans for which the resigning or terminated Special Servicer had determined to grant a forbearance
or cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced
by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Loan
solely because the Mortgagor had not had sufficient time to make three consecutive timely Periodic Payments and which subsequently
becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely Periodic Payments. The successor special
servicer shall not be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout
Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Loan (other than a
Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives
any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation
Fee


 



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(such Liquidation Fee to be paid out of such Liquidation Proceeds or Insurance and Condemnation Proceeds). If, however, Liquidation
Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the Special Servicer is properly
entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance
and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to
the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect
to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout
Fee and Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such
Intercreditor Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement,
as provided herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer
will also be entitled to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of
its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation,
payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and
the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07),
if and to the extent such expenses are not expressly payable directly out of the Collection Account or the REO Account, and the
Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


For
the avoidance of doubt, with respect to any fee split (other than a fee split with respect to Penalty Charges) between the Master
Servicer and the Special Servicer pursuant to the terms of this Agreement, the Master Servicer and the Special Servicer shall
each have the right, but not any obligation, to reduce or elect not to charge its respective percentage interest in any such fee;
provided, however that (x) neither the Master Servicer nor the Special Servicer shall have the right to reduce or
elect not to charge the percentage interest of any fee due to the other and (y) to the extent either the Master Servicer or the
Special Servicer exercises its right to reduce or elect not to charge its respective percentage interest in any fee, the party
that reduced or elected not to charge such fee will not have any right to share in any portion of the other party’s fee.
For the avoidance of doubt, if the Master Servicer decides not to charge any fee (other than Penalty Charges), the Special Servicer
shall still be entitled to charge the portion of the related fee the Special Servicer would have been entitled to if the Master
Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer. Similarly,
if the Special Servicer decides not to charge any fee (other than Penalty Charges), the Master Servicer shall still be entitled
to charge the portion of the related fee the Master Servicer would have been entitled to if the Special Servicer had charged a
fee and the Special Servicer shall not be entitled to any of such fee charged by the Master Servicer.


 


(d)       In
determining the compensation of the Master Servicer or the Special Servicer, as applicable, with respect to Penalty Charges, on
any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master
Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable
(and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the


 



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applicable Non-Serviced
Special Servicer or the applicable Non-Serviced Trustee for interest on the servicing advances made by any such party with respect
to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the Master
Servicer or the Trustee pursuant to Section 3.05(a)(vi) (and, in connection with a Non-Serviced Mortgage Loan, the related
trust for all interest on servicing advances reimbursed by such trust to any party under the applicable Non-Serviced PSA, which
resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement)
with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional expenses of
the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections by
the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges
(other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the
related Non-Serviced PSA) remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while
such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if and to the
extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty
Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer shall be distributed
between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s and the
Special Servicer’s respective entitlements to such compensation described in the previous sentence. If the Special Servicer
has partially waived any Penalty Charge (part of which accrued prior to the related Servicing Transfer Event), any collections
in respect of such Penalty Charge shall be shared pro rata by the Master Servicer and the Special Servicer based on the
respective portions of such Penalty Charge to which each would otherwise have been entitled. If the Master Servicer has partially
waived any Penalty Charge (part of which accrued subsequent to the occurrence of a Servicing Transfer Event and prior to the date
such Mortgage Loan or Serviced Whole Loan became a Corrected Loan), any collections in respect of such Penalty Charge shall be
shared pro rata by the Master Servicer and the Special Servicer based on the respective portions of such Penalty Charge
to which each would otherwise have been entitled. Notwithstanding the foregoing or anything else herein to the contrary, Penalty
Charges with respect to any Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment
of all related Advances and interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).


 


(e)       With
respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two
(2) Business Day following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the
Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which may include HTML, Word
or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate
Administrator and the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees
received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that
no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 






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(f)        The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that such
prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)       Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty License
Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient funds are
on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance
with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


Section
3.12     Inspections;
Collection of Financial Statements; Delivery of Reports. (a) The Master Servicer shall perform (at its own expense),
or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan
(other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more
at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case,
commencing in the calendar year 2017 (and each Mortgaged Property shall be inspected on or prior to December 31, 2018); provided,
however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the
Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further,
that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer
shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes
a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost
of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense
of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received
from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that,
with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement,
with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan
in accordance with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced
Pari Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to


 



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being payable out of general collections.
The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such
inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying
the existence of (i) any vacancy at the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer
or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property
of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition
of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that
the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on
the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs
of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver
or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer,
respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control
Termination Event and (ii) other than with respect to any Excluded Loan that is a Specially Serviced Loan). Within five (5) Business
Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable,
shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master
Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review
by NRSROs (including Rating Agencies) that are Privileged Persons. In respect of any Mortgage Loan other than an Excluded Loan
that is a Specially Serviced Loan and prior to the occurrence of a Consultation Termination Event, the Master Servicer shall deliver
or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder
(which request may state that such items may be delivered until further notice).


 


(b)       The
Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced
Loan, shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating
statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial
statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage
Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced
Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master
Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the
related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition,
the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in
respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall
deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special
Servicer, as applicable, shall deliver copies of all the foregoing items so collected to the Trustee, the Certificate Administrator,
the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof,
but in no event, in the case of annual statements, later than June 30 of each year commencing


 



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2017. Upon the request of any Privileged
Person (other than the NRSROs) to receive copies of such items, the Master Servicer or the Special Servicer, as the case may be,
shall deliver electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s
Website. The Master Servicer or Special Servicer, as applicable, shall deliver copies of all the foregoing items so collected
thereby to the 17g-5 Information Provider pursuant to Section 3.13(c); provided, however, that upon the request of any
NRSRO to receive copies of any portion of such items, the Master Servicer or the Special Servicer, as applicable, shall deliver
additional copies of the requested items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 


In
addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans and REO Properties), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan
(other than a Non-Serviced Mortgage Loan) and REO Property:


 


(i)        Within
forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt
of such quarterly operating statement for the quarter ending March 31, 2017, a CREFC® Operating Statement Analysis
Report (but only to the extent the related Mortgagor is required by the related Mortgage documents to deliver and does deliver,
or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of
that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter
of each year will not be required to the extent provided in the then current applicable CREFC® guidelines (it being
understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with
respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged
Property or REO Property is analyzed on a trailing 12 month basis, or if the related Mortgage Loan (other than a Non-Serviced
Mortgage Loan) is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver or
make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request,
the related operating statements (in each case, promptly following the initial preparation and each material revision thereof)
to the Certificate Administrator, the Directing Certificateholder, the related Companion Holder (with respect to any Serviced
Companion Loan) and the Special Servicer.


 


(ii)       Within
forty-five (45) days after receipt of an annual operating statement (if and to the extent any such information is in the form
of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended
by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within
forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC®
NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents
to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to
“normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in 


 



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preparing
the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Mortgage
Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver or
make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related
operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision thereof)
to the Certificate Administrator, the Directing Certificateholder, the related Companion Holder (with respect to any Serviced
Companion Loan), the Special Servicer and, upon request, the 17g-5 Information Provider, and the 17g-5 Information Provider shall
post all such items to the 17g-5 Information Provider’s Website.


 


(c)       At
or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause
to be delivered to the Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing
Certificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the
Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded Loans) and any REO Properties (other than
a Non-Serviced Mortgaged Property), providing the information required of the Special Servicer in an electronic format, reasonably
acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC® Special
Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC®
reports: (i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative
Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement
Analysis Report, in each case with the supporting financial statements, budgets, operating statements and rent rolls submitted
by the Mortgagor.


 


(d)       Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning January 2017, the Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the
following reports and data files with respect to the Mortgage Loans: (A) to the extent the Master Servicer has received the CREFC®
Special Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report,
(B) CREFC® Loan Setup File (only with respect to the first Distribution Date), (C) the most recent CREFC®
Property File, and CREFC® Comparative Financial Status Report (in each case incorporating the data required
to be included in the CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer
and the Master Servicer), (D) a CREFC® Servicer Watch List with information that is current as of such Determination
Date, (E) CREFC® Financial File, (F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC®
Advance Recovery Report, (H) CREFC® Total Loan Report and (I) the report on Disclosable Special Servicer
Fees delivered pursuant to Section 3.11(e) to the extent received from the Special Servicer, if any. Additionally, not
later than 5:00 p.m. (New York City time) on the P&I Advance Date beginning January 2017, the Master Servicer shall deliver
or cause to be delivered in electronic format to the Certificate Administrator any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports received


 



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from the Special
Servicer. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning January
2017, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC®
Loan Periodic Update File and, to the extent received by the Master Servicer, the CREFC® Appraisal Reduction
Template, if provided for such Distribution Date. In no event shall any report described in this subsection be required to reflect
information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by
the Master Servicer, as of the close of business on the Business Day prior to the Business Day on which the report is due.


 


Concurrently
with the delivery by the Master Servicer to the Certificate Administrator of the CREFC® Loan Periodic Update File for
the subject Distribution Date, the Master Servicer shall deliver to the Certificate Administrator the CREFC®
Schedule AL File in both XML format and Excel format; provided, however, that the Master Servicer shall have no
obligation to prepare or deliver the CREFC® Schedule AL File unless the Master Servicer receives the Initial
Schedule AL File from the Depositor pursuant to Section 2.01(i). If the Certificate Administrator does not receive
such CREFC® Schedule AL File from the Master Servicer by 2:00 p.m. (New York City time) two (2) Business Days
prior to the related Distribution Date, it shall immediately request such CREFC® Schedule AL File from the
Master Servicer via email at ssreports@wellsfargo.com and send a copy of such request to the Depositor via email at
CRRCompliance@wellsfargo.com. In preparing the CREFC® Schedule AL File and any Schedule AL Additional File for
any given Distribution Date, and without any due diligence, investigation or verification, the Master Servicer shall be
entitled to conclusively rely, absent manifest error, on the content, completeness and accuracy of the Initial Schedule AL
File and Annex A-1 to the Prospectus. In the event the Master Servicer provides additional information or schedules regarding
data points in the CREFC® Schedule AL File, the Master Servicer shall concurrently with the delivery of the
related CREFC® Schedule AL File, deliver such additional information or schedules electronically to the
Certificate Administrator in a document in EDGAR-Compatible Format (the “Schedule AL Additional
File”). The CREFC® Schedule AL File and the Schedule AL Additional File shall each be a single file.
The Certificate Administrator shall not be required to combine multiple CREFC® Schedule AL Files or Schedule
AL Additional Files provided by or on behalf of the Master Servicer. The Certificate Administrator shall not be required to
review, redact, reconcile, edit or verify the content, completeness or accuracy of the information contained in any
CREFC® Schedule AL File or Schedule AL Additional File. The Certificate Administrator shall not be deemed to
have actual knowledge of the contents of any CREFC® Schedule AL File or Schedule AL Additional File solely by
its receipt thereof.


 


(e)       The
Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to
Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available to the Certificate
Administrator the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error,
conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section
3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided
by the Master Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master
Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent that such information or reports are,
in turn, based on information or reports to be provided by the Special Servicer


 



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pursuant to Section 3.12(b) or Section
3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section
3.12(b) or Section 3.12(c), the Master Servicer shall have no obligation to provide such information or reports to
the Certificate Administrator until it has received the requisite information or reports from the Special Servicer, and the Master
Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by
the Special Servicer’s failure to timely provide any information or report required under Section 3.12(b) or Section
3.12(c) of this Agreement.


 


(f)       Notwithstanding
the foregoing, however, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required
to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master
Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special
Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and the Special Servicer may disclose
any such information or any additional information to any Person so long as such disclosure is consistent with applicable law
and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(g)       Unless
otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report
or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy
such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement,
report or information in a commonly used electronic format or (z) making such statement, report or information available on the
Master Servicer’s website (with respect to items delivered by the Master Servicer) or the Certificate Administrator’s
Website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding
anything to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements,
reports or other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section
3.13     Access to
Certain Information. (a) Each of the Master Servicer and the Special Servicer shall provide or cause to be provided
to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any
Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the Federal
Reserve System of the United States of America and the supervisory agents and examiners of such boards and such corporations,
and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder,
and to each Holder of a Non-Registered Certificate, access to any


 



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documentation or information regarding the Mortgage Loans (other
than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related
Companion Loan, and the Trust within its control which may be required by applicable law. At the election of the Master Servicer,
the Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified above by the delivery
of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator
shall be permitted to require payment (other than from the Directing Certificateholder and the Trustee and the Certificate Administrator
on its own behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable out-of-pocket
costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) be afforded without
charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator
or the Custodian.


 


The
failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of
a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information
pursuant to this Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any
information provided by it for which it is not the original source (without suggesting liability on the part of any other party
hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information
and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit
X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through
the Master Servicer’s or the Special Servicer’s website; (iii) withhold access to confidential information or any
intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan
if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would
constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure
of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to
this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer,
as the case may be, determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that
such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client
privilege on behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality of the foregoing, the
Master Servicer or the Special Servicer may refrain from disclosing information that it reasonably determines would prejudice
the interests of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan.


 


Notwithstanding
the limitation set forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph,
upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced
AB Whole Loan, the holder of such AB Subordinate Companion Loan) that has delivered an Investor Certification to the Master Servicer
or the Special Servicer, as the case may be, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special
Servicer


 



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(with respect to Specially Serviced Loans), as applicable, may provide (or forward electronically) or make available
at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals,
operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan or
Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by the Master
Servicer or the Special Servicer, as the case may be; provided that, in connection with such request, the Master Servicer
or the Special Servicer, as applicable, may require a written confirmation executed by the requesting Person substantially in
such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, generally to the effect
that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset
performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable,
may have under this Agreement.


 


Notwithstanding
anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as
specifically provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court
order, no Certificateholder (except, with respect to a Mortgage Loan Seller, to the extent necessary for such party to comply
with its obligations under the related Mortgage Loan Purchase Agreement, and except for the Master Servicer and the Certificate
Administrator, acting in such capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage
Files or Diligence Files.


 


(b)           The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements,
Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the
general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items
were prepared by or delivered to the Certificate Administrator in electronic format:


 


(i)            The
following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)       the
Prospectus and any other disclosure document relating to the Registered Certificates, in the form most recently provided to the
Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)       this
Agreement and any amendments and exhibits hereto;


 


(C)       any
Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 


(D)       the
Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)       the
CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 






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(ii)          the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)       any
reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through
the EDGAR system;


 


(iii)         The
following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)       all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)        the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this
Agreement from time to time; and


 


(C)       all
Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


(iv)         The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)       summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder
of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)       all
property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);
and


 


(C)       any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


 


(D)       a
detailed worksheet showing the calculation of each Appraisal Reduction Amount, Collateral Deficiency Amount, and Cumulative Appraisal
Reduction Amount on a current and cumulative basis;


 


(v)          The
following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)       any
notice with respect to a release pursuant to Section 3.09(d);


 






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(B)       any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)       any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(g);


 


(D)       any
notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01;


 


(E)       any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)       any
Asset Review Report Summary received by the Certificate Administrator;


 


(G)       any
notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)       any
notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)        any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)        any
notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03;


 


(K)       any
notice of termination pursuant to Section 9.01;


 


(L)       any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)       any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section
7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section
12.05(b);


 


(N)       any
notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 






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(O)       any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred (provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence
of an Excluded Loan, the Certificate Administrator will only be required to make available such notice of the occurrence and continuance
of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event to the extent
the Certificate Administrator has been notified of such Excluded Loan);


 


(P)       any
notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)       any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)       any
assessments of compliance delivered to the Certificate Administrator; and


 


(S)       any
attestation reports delivered to the Certificate Administrator;


 


(T)       any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 


(U)       any
Proposed Course of Action Notice;


 


(vi)          the
“Investor Q&A Forum” pursuant to Section 4.07(a); and


 


(vii)         solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section
4.07(b).


 


The
Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses
(iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator,
and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and
reports related to the Mortgage Loans available through its Internet website.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any
Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items
made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission
filings on the Certificate Administrator’s Website, and (b) in the case of the Directing 


 



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Certificateholder or a Controlling
Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form (or, solely with respect
to the Master Servicer, in electronic form) of an investor certification substantially in the form of Exhibit P-1D and
upon delivery to the Certificate Administrator in physical form of an investor certification substantially in the form of Exhibit
P-1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder, all information
(other than the Excluded Information with respect to any Excluded Controlling Class Loans (unless a loan-by-loan segregation is
later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related
Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.


 


In
the case of the Directing Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class
Holder, upon delivery of an investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder
or Controlling Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website.
The Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely
on (i) an investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling
Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification
in the form of Exhibit P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the
effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s).
In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder,
such party shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling
Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate
Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such
Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s
access to the Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from
the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new
investor certification substantially in the form of Exhibit P-1D to access the information on the Certificate Administrator’s
Website, except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to
any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator
in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available
on the Certificate Administrator’s Website. With respect to any Excluded Information sent for posting on the Certificate
Administrator’s Website, each of the Master Servicer, the Special Servicer and the Operating Advisor shall mark or label
such information as “Excluded Information” prior to delivery to the Certificate Administrator, and the Certificate
Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and, if possible at
a later time, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.


 






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Notwithstanding
anything herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate
Administrator shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates
of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special
Servicer, the Operating Advisor or the Certificate Administrator, as the case may be, has received a notice substantially in the
form of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an
Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate
Administrator shall be liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder
that is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including
any related Excluded Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s
Website) if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as the case may
be, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect
to any related Excluded Information posted on the Certificate Administrator’s Website, such information was not delivered
to the Certificate Administrator in accordance with Section 3.33.


 


Each
of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively
rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially
in the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing
Certificateholder or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information
on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder
or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any
such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees
or personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliates involved in the
management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any
non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient
internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause
(i) above.


 


The
Certificate Administrator makes no representation or warranty as to the accuracy or completeness of any report, document or other
information made available on its Internet website and assumes no responsibility therefor, other than with respect to such reports,
documents or other information prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim
responsibility for any information distributed by it for which it is not the original source. Notwithstanding anything herein
to the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating to any Excluded
Controlling Class Loan to the extent such information was included in the Asset Status Report or the Final Asset Status Report
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and not properly identified
as relating to any Excluded Controlling Class Loan.


 






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In
connection with providing access to the Certificate Administrator’s Website (other than with respect to access provided
to the general public in accordance with Section 3.13(b), the Certificate Administrator may require registration and the
acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance
herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s
CMBS customer service desk at (866) 846-4526.


 


(c)         The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such
items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “WFCM 2016-C37” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or
any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)         any
notices of waivers under Section 3.08(d);


 


(ii)        any
Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)       any
notice of final payment on the Certificates;


 


(iv)       any
environmental reports delivered by the Special Servicer under Section 3.09(c);


 


(v)        any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)       any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or Section
11.10;


 


(vii)      any
annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)     any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency
Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)        copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)         any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)        any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 






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(xii)       any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xiii)      any
notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section
7.01;


 


(xiv)      any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)       any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section
13.01(a)(ix);


 


(xvi)      any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)     any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee regarding any of the information delivered
to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation
or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion
Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable
Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with
whom the communication was held pursuant to Section 3.13(g);


 


(xviii)    any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section
2.03(b), Section 3.07(a), Section 3.12, Section 3.17, Section 3.18(g); Section 11.09 or
Section 11.10; and


 


(xix)      any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.
Information will be posted on the same Business Day of receipt unless such information is received after 2:00 p.m., New York City
time, on such Business Day, in which case, it shall be posted by 12:00 p.m., New York City time, on the next Business Day. The
17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports
to be. In the event that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5
Information Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator
and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information
merely by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s
Website to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as
applicable. Access will be provided by the 17g-5 Information Provider to the


 



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NRSROs upon receipt of an NRSRO Certification in
the form of Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s
Website). Questions regarding delivery of information to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com
(specifically referencing “WFCM 2016-C37” in the subject line).


 


Upon
delivery by the Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information
from the Depositor’s 17g-5 Website (the “Pre-Close Information”), the 17g-5 Information Provider shall
make such information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant
to this Section 3.13(c). Such information shall be provided to the 17g-5 Information Provider via electronic media and
delivered to the 17g-5 Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information
Provider to provide access to the Pre-Close Information or any other information on the 17g-5 Information Provider’s Website
to any designee or third party.


 


Upon
request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered
to the 17g-5 Information Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information
Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


The
17g-5 Information Provider shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Information
Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted to
the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall notify any party that delivers information
to the 17g-5 Information Provider under this Agreement that such information was received and that it has been posted.


 


Any
information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to
it via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “WFCM 2016-C37”
and an identification of the type of information being provided in the body of such electronic mail, or via any alternative electronic
mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information
Provider.


 


(d)       The
Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that relates
to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5 Information Provider
and the 17g-5 Information Provider may, but shall not be obligated to, post such information in accordance with the timeframe
provided in Section 3.13(c) above; provided, however, that if the 17g-5 Information Provider is not able
to post such information in accordance with the timeframe in Section 3.13(c), then it shall post such information within
a reasonable time. The Master Servicer or the Special Servicer, as applicable, shall not send any such information directly to
the Rating Agencies until the 17g-5 Information Provider notifies it that such information has been posted to the 17g-5 Information
Provider’s Website.


 






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(e)       Certain
information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator at the direction of the Depositor to third parties (including Bloomberg, L.P., Trepp,
LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited and BlackRock Financial Management, Inc., CMBS.com, Inc.,
Moody’s Analytics and Thomson Reuters Corporation) with the consent of the Depositor, and providing such information shall
not constitute a breach of this Agreement by the Certificate Administrator. Such information will be made available to such third
parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted electronically
via the Certificate Administrator’s Website.


 


(f)       Each
of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the
Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other
than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other
Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively,
the “Disclosure Parties”) (in the case of deliveries to a Rating Agency, only to the extent such additional
information is simultaneously delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited
by this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including,
without limitation, any Privileged Information), applicable law or by the related Mortgage Loan documents. Each of the Master
Servicer and the Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer
it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for the Depositor
and the Rating Agencies, enter into (x) an Investor Certification, (y) a confidentiality agreement substantially in the form of
Exhibit X or (z) a “click-through” confidentiality agreement if such information is being provided through
the Master Servicer’s or the Special Servicer’s website, and (B) acknowledge that the Master Servicer or the Special
Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to the extent access to such
information is provided via the Master Servicer’s or the Special Servicer’s website, the Master Servicer and the Special
Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative
agreement as to the confidential nature of such information. In connection with providing access to or copies of the information
described in this Section 3.13(f) to current or prospective Certificateholders the form of confidentiality agreement used
by the Master Servicer or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder, an Investor Certification
executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential
(except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and (y) to
any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that such
other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information
confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein or


 



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an investment advisor
related thereto, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest
therein or an investment advisor related thereto and is requesting the information for use in evaluating a possible investment
in Certificates and will otherwise keep such information confidential with no further dissemination (except that such Certificateholder
may provide such information to its auditors, legal counsel and regulators). In the case of a licensed or registered investment
advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification shall be executed and delivered
by both the investment advisor and such current or prospective Certificateholder.


 


Neither
the Master Servicer nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement
or by others in violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.13 unless such information was produced by the Master Servicer or the Special Servicer, as the case may
be.


 


(g)       The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to
orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in
writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section
3.13(c) the same day such communication takes place; provided, further that the summary of such oral communications
shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary
on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(h)       The
Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports and other information produced or otherwise available to the Directing Certificateholder (other than, prior to the
occurrence and continuance of a Control Termination Event, any Asset Status Reports that are not Final Asset Status Reports),
or Certificateholders generally, requested by the Operating Advisor in support of the performance of its obligations under this
Agreement in electronic format.


 


(i)        None
of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s
or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, as the case may be, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer,
the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a commercial mortgage master,
special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the
Operating Advisor, the Asset Representations


 



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Reviewer’s or the Special Servicer’s,
as the case may be, servicing operations in general; provided that the Master Servicer, the Operating Advisor, the Asset
Representations Reviewer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates
or the Mortgage Loans, to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO
unless (x) Mortgagor, property and other deal specific identifiers are redacted; (y) such information has already been provided
to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s Website or (z) the Rating
Agency confirms that it does not intend to use such information in undertaking credit rating surveillance with respect to the
Certificates; provided, however, that the Rating Agencies may use information delivered under this clause (z) for any purpose to the extent it is publicly available (unless the availability results from a breach of this Agreement) or
comprised of information collected by the applicable Rating Agency from the 17g-5 Information Provider’s Website (or another
17g-5 information provider’s website that they have access to) other than pursuant to this Section 3.13(i).


 


(j)        The
costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall
not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section
3.14     Title to
REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (directly or through a single member
limited liability company established for that purpose) and thus becomes REO Property, the deed or certificate of sale shall be
issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures,
and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of
the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage
Loan is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf of the Trust and, if applicable,
the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third calendar year following
the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1),
for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for a qualifying extension of time
no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided
in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”)
by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an
Opinion of Counsel, addressed to the Trustee and the Certificate Administrator, to the effect that the holding by the Trust of
such REO Property subsequent to the close of the third calendar year following the year in which acquisition occurred will not
cause an Adverse REMIC Event. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension
or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted
the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of


 



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Counsel contemplated
by clause (ii) of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account
pursuant to Section 3.05(a).


 


(b)       The
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one
or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of
any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular
Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within two (2) Business Days after
receipt of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received
in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section
3.06. The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the
location of the REO Account when first established and of the new location of the REO Account prior to any change thereof.


 


(c)       The
Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing,
maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such
REO Property. On the later of (x) the date that is on or prior to each Determination Date or (y) two (2) Business Days after such
amounts are received and properly identified and determined to be available (or with respect to a Serviced Companion Loan, on
the Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO Account
and remit to the Master Servicer, which shall deposit into the Collection Account (or the Companion Distribution Account, as applicable),
the aggregate of all amounts received in respect of each REO Property during the most recently ended Collection Period, net of
(i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on
deposit in the REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance
with the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements,
leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior
to the day the Special Servicer remits funds as provided in this Section 3.14(c), the Special Servicer shall provide the
Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in the Collection Account, as
applicable, on such date. The Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination
Date (or with respect to a Serviced Companion Loan, on each Serviced Whole Loan Remittance Date) for the related Distribution
Date.


 


(d)       The
Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for
all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section
3.15     Management
of REO Property. (a) If title to any REO Property is acquired, the Special Servicer shall manage, conserve, protect, operate
and lease such REO


 



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Property (other than any Non-Serviced Mortgaged Property) for the benefit of the Certificateholders and the
related Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests) solely for the purpose of its timely
disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced Companion Noteholder
of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in an
Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and
all things in connection therewith as are in the best interests of and for the benefit of the Certificateholders (and, in the
case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests)
all as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loan, as the case
may be) (as determined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding
anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this
Section 3.15. Subject to this Section 3.15, the Special Servicer may allow the Trust or any commercial mortgage
securitization that holds any Serviced Companion Loan to earn “net income from foreclosure property” within the meaning
of Section 860G(d) of the Code if it determines that earning such income is in the best interests of Certificateholders and, if
applicable, any related Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property or operating
such REO Property on a different basis. In connection therewith, the Special Servicer shall deposit or cause to be deposited on
a daily basis (and in no event later than two (2) Business Day following receipt of such properly identified funds) in the applicable
REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and shall withdraw from the
REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation,
management, leasing and maintenance of such REO Property, including, without limitation:


 


(i)        all
insurance premiums due and payable in respect of such REO Property;


 


(ii)       all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)      any
ground rents in respect of such REO Property, if applicable; and


 


(iv)      all
costs and expenses necessary to maintain and lease such REO Property.


 


To
the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth
in clauses (i) through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice
from the Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own
funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee,
the Special Servicer, the Depositor, the Certificate Administrator and (in respect of any Mortgage Loan other than an Excluded
Loan, and prior to the occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder) such advances
would, if made, constitute Nonrecoverable Servicing Advances.


 






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(b)       Without
limiting the generality of the foregoing, the Special Servicer shall not:


 


(i)        permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


 


(ii)       permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)      authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)      Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 


unless,
in any such case, the Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer
as a Servicing Advance) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust,
in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


(c)       The
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:


 


(i)        the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 


(ii)       the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;


 


(iii)      any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in
subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the
Special Servicer upon receipt;


 


(iv)      none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the
operation and management of any such REO Property; and


 






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(v)       the
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


The
Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related
to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing
in this Agreement shall be deemed to limit or modify such indemnification.


 


(d)       When
and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement
prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service
to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property
in accordance with Section 3.15(a) and Section 3.15(b).


 


Section
3.16     Sale of
Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Loan has become a Specially Serviced
Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal and within thirty (30) days of
receipt of the Appraisal shall determine the fair value of such Defaulted Loan in accordance with the Servicing Standard; provided,
however, that if the Special Servicer is then in the process of obtaining an Appraisal with respect to the related Mortgaged Property,
the Special Servicer shall make its fair value determination as soon as reasonably practicable (but in any event within thirty
(30) days) after its receipt of such an Appraisal. The Special Servicer may, from time to time, adjust its fair value determination
based upon changed circumstances, new information and other relevant factors, in each instance in accordance with a review of
such circumstances and new information in accordance with the Servicing Standard including, without limitation, the period and
amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy; provided
that the Special Servicer shall promptly notify the Master Servicer in writing of the initial fair value determination and any
adjustment to its fair value determination.


 


(ii)       If
any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a
Specially Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in writing
the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice under
the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine
lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase
the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.


 


(iii)       If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement


 



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has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable
efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion
Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if
and when the Special Servicer determines, consistent with the Servicing Standard, that no satisfactory arrangements (including
by way of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale would be in the best
economic interests of the Trust and, if applicable, the related Companion Holder. In the case of a Non-Serviced Mortgage Loan,
to the extent permitted under the related Intercreditor Agreement, and such Non-Serviced Mortgage Loan is not sold together with
the Non-Serviced Companion Loan by the Non-Serviced Special Servicer, the Special Servicer will be entitled to sell (with the
consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing and such Non-Serviced
Mortgage Loan is not an Excluded Loan) such Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard
that such action would be in the best interests of the Certificateholders and, subject to the terms of the related Intercreditor
Agreement (and provided that the related Non-Serviced Special Servicer will not be entitled to a liquidation fee), the Special
Servicer will be entitled to the liquidation fee that the related Non-Serviced Special Servicer would have otherwise been entitled
to in connection with the sale of such Non-Serviced Mortgage Loan. The Special Servicer is required to give the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor and (other than in respect of any Excluded Loan) the Directing Certificateholder
not less than ten (10) days’ prior written notice of its intention to sell any Defaulted Loan. In the absence of a cash
offer at least equal to the Purchase Price, the Special Servicer may purchase the Defaulted Loan for the Purchase Price or may
accept the first cash offer received from any Person that constitutes a fair price for the Defaulted Loan.


 


(iv)      (A)
In the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any offer at
least equal to the Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price),
the Special Servicer shall solicit offers and, subject to sub-clause (B) below, accept the highest offer received from
any Person that is determined by the Special Servicer to be a fair price for such Specially Serviced Loan, if the offeror is a
Person other than an Interested Person. In determining whether any offer from a Person other than an Interested Person constitutes
a fair price for any Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal,
updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the prior 9 months), among
other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state
of the local economy. If the offeror is an Interested Person (provided that the Trustee may not be an offeror), the Trustee
shall determine whether the offer constitutes a fair price unless such offer by an Interested Person (i) is equal to or greater
than the applicable Purchase Price and (ii) is the highest offer received. Absent an offer at least equal to the Purchase Price,
no offer from an Interested Person shall constitute a fair price unless (x) it is the highest offer received and (y) at least
two other offers are received from independent third parties. In determining whether any offer received from an Interested Person
represents a fair price


 



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for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal)
of the related Mortgaged Property conducted in accordance with this Agreement within the preceding nine (9) month period or, in
the absence of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal
will be covered by, and will be reimbursable as, a Servicing Advance by the Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee must (at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee
to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates
such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The Special
Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense
is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent
with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)       The
Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (with respect to any Mortgage
Loan other than an Excluded Loan, in consultation with the Directing Certificateholder (unless a Consultation Termination Event
shall have occurred and be continuing) and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole
Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any related
Intercreditor Agreement), that the rejection of such offer would be in the best interests of the Holders of Certificates and,
in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder
(as a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender).
In addition, the Special Servicer may accept a lower offer from any Person other than an Affiliate of the Special Servicer if
it determines, in its reasonable judgment consistent with the Servicing Standard, that the acceptance of such offer would be in
the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property related
to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable,
the related


 



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Companion Holder constituted a single lender) (for example, if the prospective buyer making the lower offer is more
likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer
shall use reasonable efforts to sell all Defaulted Loans prior to the Rated Final Distribution Date. For the avoidance of doubt,
the Trustee shall have no obligation to make any fair value determination, to the extent required to do so pursuant to this Section
3.16, on the basis of anything other than the related Appraisal.


 


(v)       Unless
and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such
other resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and foreclosure,
as the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard and the REMIC
Provisions.


 


(b)       (i)
The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan, such
purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The Special
Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall be a sale
of the entire REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer determines,
consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related Companion
Holders. The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate Administrator
and, in respect of any Mortgage Loan other than an Excluded Loan and prior to the occurrence of a Consultation Termination Event,
the Directing Certificateholder, not less than ten (10) days’ prior written notice of the Purchase Price and its intention
to (i) purchase any REO Property at the Purchase Price therefor or (ii) sell any REO Property, in which case the Special Servicer
shall accept the highest offer received from any Person for any REO Property in an amount at least equal to the Purchase Price
therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the Master Servicer, an Affiliate
of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee of either of them may act
as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage commission
that does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement entered
into at arm’s length.


 


(A)       In
the absence of any such offer as set forth in sub-clause (A) above, the Special Servicer shall, subject to sub-clause
(C) below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1)
by the Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest
offeror is an Interested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase
Price and (ii) is the highest offer received; provided, however, that absent an offer at least equal to the Purchase
Price, no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received and (B) at
least two other offers are received from


 



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independent third parties. Notwithstanding anything to the contrary herein, neither the
Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.


 


(B)       The
Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the
Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests
of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case, as a
collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition,
the Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of
such offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related
Companion Holder, and in either case, as a collective whole (taking into account the subordinate or pari passu nature of
any Serviced Companion Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations,
or the terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is
not the Special Servicer or a Person that is an Affiliate of the Special Servicer.


 


(C)       In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special
Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested
Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer or the Trustee (or,
if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall be instructed
to take into account, as applicable, among other factors, the physical condition of such REO Property, the state of the local
economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)       Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders in negotiating
and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection
of all amounts payable in connection therewith. A sale of any


 



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REO Property shall be without recourse to, or representation or
warranty by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties
of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of
this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor or the Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable)
with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(c)       Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)       With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related
Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall sell
the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require that all offers
be submitted to the Special Servicer in writing. To the extent a determination is required to be made hereunder as to whether
any cash offer constitutes a fair price for a Serviced Whole Loan, such determination shall be made by the Trustee if the offeror
is an Interested Person. Notwithstanding the foregoing, the Special Servicer will not be permitted to sell the related Mortgage
Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the written
consent of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent is not required if
the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor) unless the Special Servicer
has delivered to the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior written
notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date,
a copy of each bid package (together with any amendments to such bid packages) received by the Special Servicer in connection
with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for
such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related
Serviced Pari Passu Companion Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than
is afforded to other offerors and the Directing Certificateholder) prior to the proposed sale date, all information and other
documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special
Servicer in connection with the proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative)
will be permitted to submit an offer at any sale of such Whole Loan; however, the related Mortgagor and its agents and
Affiliates shall not be permitted to submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced
Whole Loan, the holder of the related Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph
with respect to the related Whole Loan. If the Trustee is required to determine whether a cash offer by an Interested Person


 



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constitutes
a fair price, the Trustee may (at its option and at the expense of the offering Interested Person purchaser) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash
offer constitutes a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such
determination. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely
conclusively upon such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection
reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the
offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment
from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand
for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer
shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.


 


(e)       (i)
Notwithstanding anything in this Section 3.16 to the contrary, with respect to each Serviced AB Whole Loan, pursuant to
the terms of the related Intercreditor Agreement, the related Subordinate Companion Holder will have the right to purchase the
related Mortgage Loan or related REO Property, as applicable. Such right of such Subordinate Companion Holder shall be given priority
over any provision described in this Section 3.16 as and to the extent set forth in the related Intercreditor Agreement.
If the related Mortgage Loan or related REO Property is purchased by such Subordinate Companion Holder, repurchased by the applicable
Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related AB Subordinate Companion Loan will no longer
be subject to this Agreement.


 


(ii)       Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


 


(f)        Unless
otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on
a servicing released basis.


 


(g)       In
the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant
to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


Section
3.17     Additional
Obligations of Master Servicer and Special Servicer. (a) The Master Servicer shall deliver all Compensating Interest Payments
(other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account on each P&I Advance Date, without any right of reimbursement
therefor. The Master Servicer shall deliver the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu
Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution Account on each P&I Advance Date, without
any right of reimbursement therefor.






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(b)       The
Master Servicer or the Special Servicer, as applicable, shall provide to each applicable Companion Holder any reports or notices
required to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)       Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account
and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in
its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement
for such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination
Date, for successive one-month periods for a total period not to exceed twelve (12) months (provided that, with respect
to any Mortgage Loan other than an Excluded Loan, any such deferral exceeding six (6) months shall require, prior to the occurrence
and continuance of any Control Termination Event, the consent of the Directing Certificateholder), and any election to so defer
or not to defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer or the Trustee makes such
an election at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable
Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof
shall continue to be fully reimbursable in the subsequent collection period (subject, again, to the same sole option to defer;
it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal
collections as described above prior to payment from other collections). In connection with a potential election by the Master
Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the
one month collection period ending on the related Determination Date for any Distribution Date, the Master Servicer or the Trustee
shall further be authorized to wait for principal collections on the Mortgage Loans to be received until the end of such collection
period before making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or
portion thereof); provided, however, that if, at any time the Master Servicer or the Trustee, as applicable, elects,
in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable
Advance during a one-month collection period will exceed the full amount of the principal portion of general collections on or
in respect of Mortgage Loans deposited in the Collection Account for such Distribution Date, then the Master Servicer or the Trustee,
as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’ notice of such
determination for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), unless extraordinary
circumstances make such notice impractical, which shall mean that (i) the Master Servicer or the Trustee, as the case may be,
determines in its sole discretion that waiting fifteen (15) days after such a notice could jeopardize its ability to recover such
Nonrecoverable Advance, (ii) changed circumstances or new or different information becomes known to the Master Servicer or the
Trustee, as the case may be, that could affect or cause a determination of whether any Advance is a Nonrecoverable Advance or
whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (i) above, or (iii) in the case
of the Master Servicer, it has not timely received from the Trustee information required by the Master Servicer to determine whether
to defer reimbursement for a Nonrecoverable


 



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Advance. If any of the circumstances described in clause (i), (ii) or
(iii) of the foregoing sentence apply, the Master Servicer or Trustee, as applicable, shall give the 17g-5 Information
Provider a notice for posting of the anticipated reimbursement as soon as reasonably practicable. Notwithstanding the foregoing,
failure to give notice as required by the preceding or second preceding sentence shall in no way affect the Master Servicer’s
or the Trustee’s election whether to refrain from obtaining such reimbursement or right to obtain such reimbursement as
described in this Section 3.17(c). Nothing herein shall give the Master Servicer or the Trustee the right to defer reimbursement
of a Nonrecoverable Advance to the extent of any principal collections then available in the Collection Account pursuant to Section
3.05(a)(v). The Master Servicer or the Trustee, as the case may be, shall have no liability for any loss, liability or expenses
resulting from any notice provided to the Rating Agencies contemplated by this Section 3.17(c).


 


The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this Section 3.17(c) or to comply with the
terms of this Section 3.17(c) and the other provisions of this Agreement that apply once such an election, if any, has
been made; provided, however, that the fact that a decision to recover such Nonrecoverable Advances over time, or
not to do so, benefits some classes of Certificateholders to the detriment of other classes shall not, with respect to the Master
Servicer or the Special Servicer, as applicable, constitute a violation of the Servicing Standard and/or with respect to the Trustee
(solely in its capacity as Trustee), constitute a violation of any fiduciary duty to Certificateholders or any contractual obligation
hereunder. If the Master Servicer or the Trustee, as the case may be, determines, in its sole discretion, to fully recover the
Nonrecoverable Advances immediately instead of deferring such reimbursement, then the Master Servicer or the Trustee, as applicable,
shall be entitled to immediate reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all
amounts in the Collection Account for such Distribution Date (deemed first from principal and then interest). Any
such election by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or
portion thereof with respect to any one or more collection periods shall not limit the accrual of interest at the Reimbursement
Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. The Master
Servicer’s or the Trustee’s, as the case may be, agreement to defer reimbursement of such Nonrecoverable Advances
as set forth above is an accommodation to the Certificateholders and shall not be construed as an obligation on the part of the
Master Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed to create
in the Certificateholders a right to prior payment of distributions over the Master Servicer’s or the Trustee’s, as
applicable, right to reimbursement for Advances (deferred or otherwise) and accrued interest thereon. In all events, the decision
to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with
the Servicing Standard and none of the Master Servicer, the Trustee or the other parties to this Agreement shall have any liability
to one another or to any of the Certificateholders or any of the Companion Holders for any such election that such party makes
as contemplated by this Section 3.17(c) or for any losses, damages or other adverse economic or other effects that may
arise from such an election, nor shall such election constitute a violation of the Servicing Standard or any duty under this Agreement.
Neither the Master Servicer nor the Trustee shall have any liability whatsoever for making an election, or refraining from making
an election, that is authorized under this Section 3.17(c).


 






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No
determination by the Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of
Advances and/or interest thereon under this section shall be construed as an agreement by the Master Servicer (or the Trustee,
as applicable) to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s right to such
reimbursement during such period of deferral.


 


With
respect to any modification or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received),
the Master Servicer or the Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such
modification or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c).


 


(d)       With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require
the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or the Special Servicer,
as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable
reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount
may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced
Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


(e)       Within
one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the Master Servicer
or the Special Servicer, as the case may be, shall provide to the Certificate Administrator a copy of any such modification or
amendment of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


 


Section
3.18     Modifications,
Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), this Section
3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08,
but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion
Holder, as applicable, to advise or consult with the Special Servicer with respect to, or to consent to, a modification, waiver
or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Servicer shall not modify,
waive or amend the terms of a Non-Specially Serviced Loan and/or related Companion Loan that would constitute a Major Decision
without (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan,
the consent (or deemed consent) of the Directing Certificateholder having been obtained by the Special Servicer to the extent
required by, and pursuant to the process described under, Section 6.08(a) or (y) (i) after the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to any Excluded Loan, but prior to the occurrence and continuance
of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder if and to the
extent required pursuant to Section 6.08(a); and provided, further, that no extension entered into pursuant
to this Section 3.18(a) shall extend the


 



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Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final
Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related
fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to
the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would
extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the
original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan
is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Special Servicer
shall (1) provide the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and ((i) prior to the
occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder,
with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents
and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section
3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced
Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, ((i)
prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to an Excluded Loan) obtain
the consent of the Directing Certificateholder (or (i) after the occurrence and during the continuance of a Control Termination
Event, but prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any
Excluded Loan, consult with the Directing Certificateholder) pursuant to the process described in Section 6.08(a). Notwithstanding
the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent
to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer,
with respect to Non-Specially Serviced Loans, without the consent of the Special Servicer or the Directing Certificateholder,
may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any
ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions
therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related
Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or
amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within
the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject
to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master
Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or
more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant
to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is
not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation
from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder, if permitted by the
applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if


 



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any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not
be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of
Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer,
as the case may be, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited
by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


 


Upon
receiving a request for any matter described in this Section 3.18(a) that constitutes a Major Decision with respect to
a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special
Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and
except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or
the Major Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s
possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process
any Major Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis
with respect to any Major Decision.


 


(b)       If
the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or deferral
of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral)
of the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred or a
payment default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by
an Officer’s Certificate of the Special Servicer), is reasonably likely to produce a greater (or equivalent) recovery on
a net present value basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable,
the Companion Holders, as the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan,
then the Special Servicer may agree to a modification, waiver or amendment of such Specially Serviced Loan, subject to (x) the
provisions of this Section 3.18(b) and Section 3.18(c), (y) with respect to any Mortgage Loan other than any Excluded
Loan, prior to the occurrence and continuance of a Control Termination Event, the approval of the Directing Certificateholder
(or after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance
of a Consultation Termination Event, upon consultation with the Directing Certificateholder) as provided in Section 6.08;
provided that with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control
Appraisal Period, the related Serviced AB Whole Loan Controlling Holder will be required to the extent set forth in the related
Intercreditor Agreement and the Directing Certificateholder shall have no consent or consultation rights regarding the matter;
and (z) additionally, with respect to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder or with respect
to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender,
to advise or


 



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consult with the Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each
case, pursuant to the terms of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable; provided that in the case of any release or substitution of collateral (other than a defeasance), the Special Servicer shall have obtained
an Opinion of Counsel that such release or substitution would not be a “significant modification” of the Mortgage
Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event. Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred
and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with
the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor,
in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In
connection with (i) the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such
Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced
Mortgaged Property), or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if
the related Mortgage Loan documents require the Master Servicer or the Special Servicer, as the case may be, to calculate (or
to approve the calculation of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged
Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties,
for purposes of REMIC qualification of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC
Provisions, exclude the value of personal property and going concern value, if any, as determined by an appropriate third party.


 


If,
following any such release or taking, the loan-to-value ratio as calculated is greater than 125%, the Master Servicer or the Special
Servicer, as the case may be, shall require payment of principal by a “qualified amount” as determined under Revenue
Procedure 2010-30 or successor provisions, unless the related Mortgagor provides an Opinion of Counsel that if such amount is
not paid, the related Mortgage Loan will not fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code.


 


The
Special Servicer shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize
prior to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially
Serviced Loan if such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced Loan
to a date occurring later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially
Serviced Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the date occurring twenty
(20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground
lease and, ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any
Excluded Loan) with the consent of the Directing Certificateholder, ten (10) years prior to the expiration of such leasehold estate
(including any options to extend such leasehold estate exercisable unilaterally by the related


 



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Mortgagor), or (2) provide for
the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced Whole Loan generally at the related
Mortgage Rate.


 


(c)       Any
provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in
default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by the Master Servicer or the Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent
or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be
a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)       To
the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section
6.08), the Master Servicer (as provided in Section 3.08(a), Section 3.08(b) and Section 3.18 if such
matter constitutes a Master Servicer Decision) or the Special Servicer (as provided in Section 3.08(a), Section 3.08(b)
and Section 3.18(a) if any such waiver, modification or amendment constitutes a Major Decision) may, consistent with
the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion Loan that
is not in default or as to which default is not reasonably foreseeable only if the contemplated waiver, modification or amendment
(i) will not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section
1.860G-2(b) and (ii) will not cause (x) any Trust REMIC to fail to qualify as a REMIC for purposes of the Code or (y) any Trust
REMIC to be subject to any tax under the REMIC Provisions. In making this determination, the Master Servicer or the Special Servicer
may obtain and rely upon (and shall provide to the Trustee and the Certificate Administrator if obtained) an Opinion of Counsel
(at the expense of the related Mortgagor or such other Person requesting such modification or, if such expense cannot be collected
from the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a);
provided that the Master Servicer or the Special Servicer, as the case may be, shall use its reasonable efforts to collect
such fee from the Mortgagor or such other Person to the extent permitted under the related Mortgage Loan documents). Notwithstanding
the foregoing, neither the Master Servicer nor the Special Servicer may waive the payment of any Prepayment Premium or Yield Maintenance
Charge or the requirement that any prepayment of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied
by all interest that would be due on the next Due Date with respect to any Mortgage Loan or Serviced Companion Loan that is not
a Specially Serviced Loan.


 


(e)       Subject
to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any request by
a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting
of which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the
terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this
Agreement, require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing
compensation, a reasonable or customary fee, for the additional services performed in connection


 



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with such request; provided that the charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 


(f)        All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and
the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the
Special Servicer in accordance with the Servicing Standard).


 


(g)       With
respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18, the
Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor (after the
occurrence and during the continuance of a Control Termination Event), the Directing Certificateholder (other than (i) following
the occurrence of a Consultation Termination Event and (ii) with respect to any Excluded Loan), the applicable Companion Holder
(unless, with respect to a Subordinate Companion Holder, an AB Control Appraisal Period has occurred, if applicable), the related
Mortgage Loan Seller (if such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing
Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)) in writing of any modification, waiver or amendment (in each case, after it
is finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date
thereof. With respect to any modification, waiver or amendment (in each case, after it is finalized and executed) for which it
is responsible for processing pursuant to Section 3.18, the Master Servicer shall provide written notice of any such modification,
waiver or amendment to the Trustee, the Certificate Administrator, the Special Servicer (and the Special Servicer shall, prior
to the occurrence of a Consultation Termination Event and other than with respect to an Excluded Loan, forward such notice to
the Directing Certificateholder), the applicable Companion Holder (unless, with respect to a Subordinate Companion Holder, an
AB Control Appraisal Period has occurred, if applicable) and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller
is not the Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information
Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section
3.13(c)). The party responsible for delivering notice shall deliver to the Custodian with a copy to the Master Servicer (if
such notice is being delivered by the Special Servicer) for deposit in the related Mortgage File, an original counterpart of the
agreement relating to such modification, waiver or amendment, promptly (and in any event within ten (10) Business Days) following
the execution thereof, with a copy to the applicable Companion Holder, if any. Following receipt of the Master Servicer’s
or the Special Servicer’s, as the case may be, delivery of the aforesaid modification, waiver or amendment to the Certificate
Administrator, the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate (other than the Class
R or Class V Certificates). With respect to the processing of any modification, waiver or consent related to any Mortgagor incurring
additional debt or mezzanine debt, the Special Servicer (if the Special Servicer processes such modification, waiver or consent
pursuant to Section 3.18(a)) or the Master Servicer (if the Master Servicer processes such modification, waiver or consent
pursuant to Section 3.18(m)) shall, on or before the later of (i) 3:00 p.m. on the related P&I Advance Date and (ii)
five (5) Business Days immediately following the Master Servicer or the Special Servicer, as the case may be, obtaining


 



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actual
knowledge of the incurrence of such additional debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence of such
debt, substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com and an Additional Disclosure Notification
in the form attached hereto as Exhibit EE. The notice contemplated in the preceding sentence shall set forth, to the extent
the Special Servicer or the Master Servicer, as the case may be, has the requisite information or can reasonably obtain such information,
(1) the amount of additional debt that was incurred in the related Collection Period, (2) the total debt service coverage ratio
calculated on the basis of such Mortgage Loan and additional debt, and (3) the aggregate LTV Ratio calculated on the basis of
such Mortgage Loan and additional debt. In the event that either (i) the CREFC® Investor Reporting Package is amended
to include such information set forth above, in a manner reasonably acceptable to the Master Servicer, the Special Servicer and
the Certificate Administrator, as applicable, and the Master Servicer confirms with the Certificate Administrator that such amended
CREFC® Investor Reporting Package enables the Certificate Administrator to include such information on Form 10-D
in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange Act,
the additional report in the form of Exhibit KK shall no longer be required hereunder. From time to time, the Master Servicer,
the Special Servicer and the Certificate Administrator may agree on a different delivery time and format for the information set
forth in this paragraph.


 


(h)       Subject
to the consent rights and process set forth in Section 6.08 with respect to Major Decisions, the Master Servicer shall
process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans in accordance
with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid relating thereto (provided that for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees or waiver fees in connection
with a defeasance that any Special Servicer is entitled to under this Agreement). Notwithstanding the foregoing, the Master Servicer
shall not permit (or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged
Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with
Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement collateral consisting of
government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements
of the applicable Mortgage Loan documents, in an amount sufficient to make all scheduled payments under the related Mortgage Loan
(or defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that such
substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments at
maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage
Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related
Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest in such
substituted Mortgaged Property; provided, however, that, to the extent consistent with the related Mortgage Loan
documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition
to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the Mortgagor shall establish a single purpose entity to act as a successor mortgagor, if so required by the Rating
Agencies, (v) to the extent permissible under the related Mortgage Loan documents and, if applicable, Companion Loan documents,
the Master Servicer shall use


 



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its reasonable efforts to require the related Mortgagor to pay all costs of such defeasance, including
but not limited to the cost of maintaining any successor mortgagor, and (vi) to the extent permissible under the Mortgage Loan
documents and, if applicable, Companion Loan documents, the Master Servicer shall obtain, at the expense of the related Mortgagor,
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25); provided, further,
however, that no such confirmation from any Rating Agency shall be required to the extent that the Master Servicer has
delivered a defeasance certificate substantially in the form of Exhibit U hereto for any Mortgage Loan that (together with
any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than
$20,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans a,
and (iii) a Mortgage Loan that is not one of the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing,
in the event that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v) in
the preceding sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid by
the related Mortgage Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(i)        Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the Master
Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property pursuant to the
defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in lieu of the defeasance
collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided that
such substitution is consistent with the Servicing Standard and the Master Servicer reasonably determines that allowing their
use would not cause a default or event of default to become reasonably foreseeable and the Master Servicer receives an Opinion
of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable or Companion
Loan documents or otherwise as a Trust Fund expense) to the effect that such use would not be and would not constitute a “significant
modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not
otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; and provided, further, that the requirements
set forth in Section 3.18(h) (including receipt of any Rating Agency Confirmation) are satisfied; and provided,
further, that such securities are backed by the full faith and credit of the United States government, or the Master Servicer
shall obtain Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 






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Notwithstanding
the foregoing, with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified
as Mortgage Loan Numbers 3, 13, 14, 26, 33, 36, 39 and 53 on the Mortgage Loan Schedule that were originated or acquired by LCF
and are subject to defeasance, LCF has transferred to a third party or has retained on behalf of itself or an Affiliate the right
to establish or designate the successor borrower and/or to purchase or cause to be purchased the related defeasance collateral
(any such right or obligation, the “Retained Defeasance Rights and Obligations”). In the event the Master Servicer
receives notice of a defeasance request with respect to a Mortgage Loan for which LCF is the related Mortgage Loan Seller, which
such Mortgage Loan provides for Retained Defeasance Rights and Obligations in the related Mortgage Loan documents, the Master
Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request to
LCF in the case of any such Mortgage Loan for which LCF is the related Mortgage Loan Seller. Until such time as LCF provides the
Master Servicer with written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights
and Obligations as to which LCF is the related Mortgage Loan Seller shall be delivered to Ladder Capital Finance LLC, 345 Park
Avenue, 8th Floor, New York, New York 10154, Attention: Pamela McCormack, with electronic copies to: Pamela McCormack (pamela.mccormack@laddercapital.com),
Robert Perelman (robert.perelman@laddercapital.com) and David Traitel (david.traitel@laddercapital.com). With respect to any Mortgage
Loan originated or acquired by LCF that is subject to defeasance, if the successor borrower is not designated or formed by LCF
or any Affiliate or successor thereto, the successor borrower shall be reasonably acceptable to the Master Servicer in accordance
with the Servicing Standard.


 


(j)         If
required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the
Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall
be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage
Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to
be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the
Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of
1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed in
a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any
Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available Funds” and
not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event
shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days (or
366 days in the case of a leap year).


 


(k)       Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as the case may be, shall, unless
it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating


 



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agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
(the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise
paid out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal balance that
is at least equal to five percent (5%) of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)        Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the Special Servicer
shall not approve any such modification, waiver or amendment or consent thereto without first having received a copy of an Opinion
of Counsel addressed to the Special Servicer and the Master Servicer that such modification, waiver, consent or amendment will
not cause an Adverse REMIC Event to the extent the Special Servicer determines in its reasonable good faith business judgment
consistent with the Servicing Standard that such Opinion of Counsel is reasonably necessary.


 


(m)      Notwithstanding
any other provisions of this Section 3.18 or Section 3.08, but subject to any related Intercreditor Agreement, the
Master Servicer may, without any Directing Certificateholder approval or consent (except as otherwise provided below in the definition
of Master Servicer Decision) or the Special Servicer’s approval or consent (provided that the Master Servicer delivers
notice thereof to the Special Servicer after completion (and the Special Servicer shall promptly, prior to the occurrence of a
Consultation Termination Event and other than in respect of any Excluded Loan, deliver notice thereof to the Directing Certificateholder,
except to the extent that the Special Servicer or the Directing Certificateholder, as the case may be, notifies the Master Servicer
that such party does not desire to receive copies of such items) take any of the following actions with respect to Non-Specially
Serviced Loans (each such action, a “Master Servicer Decision”): (i) grant waivers of non-material covenant
defaults (other than financial covenants), including late (but not waived) financial statements except that (other than with respect
to any Excluded Loan and prior to the occurrence and continuance of a Control Termination Event) the Directing Certificateholder’s
consent (or deemed consent) shall be required to grant waivers of more than three consecutive late deliveries of financial statements;
(ii) consents to releases of non-material, non-income producing parcels of a Mortgaged Property that do not materially affect
the use or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the
Mortgage Loan as and when due, provided such releases are required by the related Mortgage Loan documents; (iii) approve or consent
to grants of easements or rights of way (including, without limitation for utilities, access, parking, public improvements or
another purpose) or subordination of the lien of the Mortgage Loan to easements, except that, prior to the occurrence and continuance
of any Control Termination Event and other than in the case of any Excluded Loan, the Directing Certificateholder’s consent
(or deemed consent) shall be required to approve or consent to grants of easements or rights of way that materially affect the
use or value of a


 



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Mortgaged Property or a Mortgagor’s ability to make payments with respect to the related Mortgage Loan
or any related Companion Loan; (iv) grant other routine approvals, including granting of subordination, non-disturbance and attornment
agreements and consents involving leasing activities that do not involve a ground lease (provided that, prior to the occurrence
and continuance of a Control Termination Event and other than in the case of any Excluded Loan, the Directing Certificateholder’s
consent (or deemed consent) shall be required for leasing activities that affect an area greater than the lesser of (a) 30% of
the net rentable area of the improvements at the Mortgaged Property and (b) 30,000 square feet of the improvements at the Mortgaged
Property), including approval of new leases and amendments to current leases; (v) consent to actions and releases related to condemnation
of parcels of a Mortgaged Property (provided that, prior to the occurrence and continuance of a Control Termination Event
and other than in the case of any Excluded Loan, the Directing Certificateholder’s consent (or deemed consent) shall be
required in connection with any condemnation with respect to a material parcel or a material income producing parcel or any condemnation
that materially affects the use or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts
due in respect of the related Mortgage Loan or Companion Loan when due); (vi) consent to a change in property management relating
to any Mortgage Loan or any related Companion Loan if the replacement property manager is not a Borrower Party (provided
that, prior to the occurrence and continuance of any Control Termination Event and other than in the case of any Excluded Loan,
the Directing Certificateholder’s consent (or deemed consent) shall be required for any Mortgage Loan (including any related
Companion Loans) that has an outstanding principal balance equal to or greater than $5,000,000); (vii) approve annual operating
budgets for Mortgage Loans; (viii) consent to any releases or reductions of or withdrawals from (as applicable) any letters of
credit, reserve funds or other additional collateral with respect to any Mortgage Loan, except that (other than with respect to
any Excluded Loan and prior to the occurrence and continuance of a Control Termination Event) the Directing Certificateholder’s
consent (or deemed consent) shall be required for earnout or performance reserve releases specifically scheduled on Schedule
3 to this Agreement; (ix) grant an extension or enter into any forbearance with respect to the anticipated refinancing of
a Mortgage Loan or sale of a Mortgaged Property after the related Maturity Date of such Mortgage Loan so long as (A) such extension
or forbearance does not extend beyond 120 days after the related Maturity Date and (B) the related Mortgagor has delivered documentation
reasonably satisfactory in form and substance to the Master Servicer which provides that a refinancing of such Mortgage Loan or
sale of the related Mortgaged Property will occur within 120 days after the date on which such Balloon Payment will become due;
(x) any modification, amendment, consent to a modification or waiver of any term of any Intercreditor Agreement, except that (other
than with respect to any Excluded Loan) the Directing Certificateholder’s consent (or deemed consent) shall be required
for any such modification to an Intercreditor Agreement other than during a Control Termination Event and if any such modification
or amendment would adversely impact the Master Servicer or Special Servicer, such modification or amendment will additionally
require the consent of the Master Servicer or the Special Servicer, as applicable, as a condition to its effectiveness; (xi) any
determination of Acceptable Insurance Default, except that, prior to the occurrence and continuance of any Control Termination
Event and other than in the case of any Excluded Loan, the Directing Certificateholder’s consent (or deemed consent) shall
be required for any such determination; (xii) approve or consent to any defeasance of the related Mortgage Loan or Serviced Companion
Loan other than agreeing to (A) a modification of the type of defeasance


 



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collateral required under the Mortgage Loan or Serviced
Whole Loan documents other than direct, non-callable obligations of the United States would be permitted or (B) a modification
that would permit a principal prepayment instead of defeasance if the Mortgage Loan or Serviced Whole loan documents do not otherwise
permit such principal prepayment; (xiii) any determination to bring a Mortgaged Property into compliance with applicable environmental
laws or to otherwise address hazardous material located at a Mortgaged Property subject, prior to the occurrence and continuance
of a Control Termination Event and other than with respect to any Excluded Loan, to the consent (or deemed consent) of the Directing
Certificateholder; (xiv) any assumption of the Mortgage Loan or transfer of the Mortgaged Property, in each case, that the loan
documents allow without the consent of the mortgagee but subject to satisfaction of conditions specified in the loan documents
where no mortgagee discretion is necessary in order to determine if such conditions are satisfied; and (xv) grant or agree to
any other waiver, modification, amendment and/or consent that does not constitute a Major Decision; provided that (w) any
such action would not in any way affect a payment term of the Certificates, (x) any such action would not constitute a “significant
modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not
otherwise cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes (as evidenced by an Opinion of
Counsel (at the expense of the Trust to the extent not reimbursed or paid by the related Mortgagor), to the extent requesting
such opinion is consistent with the Servicing Standard), (y) agreeing to such action would be consistent with the Servicing Standard,
and (z) agreeing to such action would not violate the terms, provisions or limitations of this Agreement or any Intercreditor
Agreement; provided, further, that, in the case of any Master Servicer Decision that requires the consent of the
Directing Certificateholder, such consent shall be deemed given if a response to the request for consent is not provided within
10 Business Days after receipt of the Master Servicer’s written recommendation and analysis and all information reasonably
requested by the Directing Certificateholder, and reasonably available to the Master Servicer in order to grant or withhold such
consent. The foregoing is intended to be an itemization of actions the Master Servicer may take without having to obtain the approval
of any other party and is not intended to limit the responsibilities of the Master Servicer hereunder.


 


(n)       Neither
the Master Servicer nor the Special Servicer shall modify any Mortgage Loan into an AB Modified Loan unless the documents evidencing
such modification provide that all payments on the junior or “B” portion of such AB Modified Loan (including interest,
principal and other amounts) shall only be payable after the point in time at which all interest and principal on the senior or
“A” portion of such AB Modified Loan shall have been paid in full and such senior or “A” portion shall
no longer be outstanding; provided, however, that interest and other amounts in respect of such junior or “B”
portion may accrue prior to such point in time.


 


Section
3.19     Transfer
of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping; Asset Status Report. (a) Upon determining
that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or
Serviced Companion Loan, the Master Servicer or the Special Servicer, as the case may be, shall promptly give notice to the Master
Servicer or the Special Servicer, as the case may be, the Operating Advisor and ((i) prior to the occurrence and continuance of
a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder thereof,
and the Master Servicer shall deliver the related Mortgage File and


 



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Servicing File to the Special Servicer and concurrently provide
a copy of such Servicing File, exclusive of all Privileged Communications, to the Operating Advisor. The Master Servicer shall
use its reasonable efforts to provide the Special Servicer with all documents and records (including records stored electronically
on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion
Loan, either in the Master Servicer’s possession or otherwise available to the Master Servicer without undue burden or expense,
and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The Master
Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence
of each related Servicing Transfer Event (or, in the case of clauses (viii), (ix) or (x) of the definition
of Servicing Transfer Event, within five (5) Business Days of receiving notice from the Special Servicer of such Servicing Transfer
Event when the Special Servicer makes the determination) and in any event shall continue to act as Master Servicer and administrator
of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until the Special Servicer has commenced the servicing
of such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver to the Trustee,
the Certificate Administrator, the Operating Advisor, and ((i) prior to the occurrence and continuance of a Consultation Termination
Event or (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, a copy of the notice of such Servicing
Transfer Event provided by the Master Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant
to this Section 3.19. Prior to the occurrence and continuance of a Consultation Termination Event, the Certificate Administrator
shall deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the
Master Servicer pursuant to this Section 3.19.


 


Upon
determining that a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive
Periodic Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of
the Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and,
if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the
Special Servicer shall immediately give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion
Noteholder (unless with respect to an AB Subordinate Companion Loan an AB Control Appraisal Period has occurred) and ((i) prior
to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the
Directing Certificateholder and shall return the related Mortgage File and Servicing File to the Master Servicer (or copies thereof
if copies only were delivered to the Special Servicer) and upon giving such notice, and returning such Mortgage File and Servicing
File to the Master Servicer, the Special Servicer’s obligation to service such Corrected Loan shall terminate and the obligations
of the Master Servicer to service and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)       In
servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals
of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent
within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies
of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.


 






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(c)       Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage Loan)
and shall provide the Special Servicer with any information in its possession with respect to such records to enable the Special
Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require the
Master Servicer to produce any additional reports.


 


(d)       No
later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and,
if applicable, the related Companion Loan, the Special Servicer shall deliver in electronic format a report (the “Asset
Status Report”) with respect to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged
Property to the Master Servicer, the Directing Certificateholder (but only in respect of any Mortgage Loan other than (A) any
Excluded Loan or (B) any Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal Period, and in any event prior
to the occurrence of a Consultation Termination Event), the Operating Advisor (but, other than with respect to an Excluded Loan,
only after the occurrence and during the continuance of a Control Termination Event) and the 17g-5 Information Provider (which
shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and,
with respect to any related Serviced Companion Loan, to the related Companion Holder or, to the extent the related Serviced Companion
Loan has been included in an Other Securitization, to the master servicer of such Other Securitization into which the related
Serviced Companion Loan has been sold; the Special Servicer shall also deliver a summary of each Final Asset Status Report to
the Certificate Administrator and the Certificate Administrator shall post the summary of the Final Asset Status Report to the
Certificate Administrator’s Website. Such Asset Status Report shall set forth the following information to the extent reasonably
determinable based on the information that was delivered to the Special Servicer in connection with the transfer of servicing
pursuant to the Servicing Transfer Event:


 


(i)        a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


(ii)       a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other
collateral for the related Mortgage Loan (and any related Serviced Companion Loan) and whether outside legal counsel has been
retained;


 


(iii)       the
most current rent roll, and income or operating statement available for the related Mortgaged Property;


 


(iv)       (A)
applicable the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status
(including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer
for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description
of any such proposed or taken actions, and (C) the alternative courses of action that were or


 



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are being considered by the Special
Servicer in connection with the proposed or taken actions;


 


(v)       the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 


(vi)      a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights
lease, if applicable) or franchise agreement;


 


(vii)     the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)    an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net
present value calculation and all related assumptions;


 


(ix)       the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an
explanation of those adjustments; and


 


(x)       such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


If
within ten (10) Business Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset
Status Report in writing or if the Special Servicer makes a determination, in accordance with the Servicing Standard that the
disapproval by the Directing Certificateholder (communicated to the Special Servicer within ten (10) Business Days) is not in
the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole, the Special
Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that
the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable
Mortgage Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance
of any Control Termination Event, the Directing Certificateholder disapproves such Asset Status Report within ten (10) Business
Days of receipt and the Special Servicer has not made the affirmative determination described above, the Special Servicer shall
revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty
(30) days after such disapproval, to the Master Servicer, the Directing Certificateholder (prior to the occurrence and continuance
of a Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only prior to the occurrence and during the
continuance of a Consultation Termination Event and during an AB Control Appraisal Period with respect to the


 



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related AB Subordinate
Companion Loan), the Operating Advisor (but only after the occurrence and during the continuance of a Control Termination Event)
and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in
accordance with Section 3.13(c)). With respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence
and continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status Report as described above
in this Section 3.19(d) until the Directing Certificateholder shall fail to disapprove such revised Asset Status Report
in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the Special Servicer makes a determination,
in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders; provided that, if the Directing Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business Days
following the first submission of an Asset Status Report, the Special Servicer shall follow the direction of the Directing Certificateholder
provided, such direction would not be a violation of the Servicing Standard; provided, however, that such
Asset Status Report does not, and is not intended to be, a substitute for the approvals that are specifically required pursuant
to Section 6.08. The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered
and implement such report; provided that such report shall have been prepared, reviewed and not rejected pursuant to the
terms of this Section 3.19(d). Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless
of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating
Advisor, on a non-binding basis, in connection with an Asset Status Report for an Excluded Loan which includes a Major Decision
and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set
forth in Section 6.08 for consulting with the Operating Advisor.


 


No
direction or disapproval of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of
the Directing Certificateholder to consent to or approve (including any deemed consents or approvals) any request of the Special
Servicer, shall (a) require or cause the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or
any provision of this Agreement, including the Special Servicer’s obligation to act in accordance with the Servicing Standard
and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, or (b) result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, or (c) expose
the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee,
the Certificate Administrator or their respective officers, directors, members, employees or agents to any claim, suit or liability
or (d) materially expand the scope of the Special Servicer’s, the Trustee’s or the Master Servicer’s responsibilities
under this Agreement.


 


If
a Control Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both a Control Termination
Event has occurred and is continuing and an AB Control Appraisal Period is in effect), the Special Servicer shall promptly deliver
each Asset Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation
Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder).
The Operating Advisor shall provide comments to the Special Servicer in respect of the Asset Status Report, if any, within ten
(10) Business Days following the later of (i) receipt of such Asset


 



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Status Report or (ii) receipt of such additional information
reasonably requested by the Operating Advisor related thereto, and propose possible alternative courses of action to the extent
it determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders that are
holders of the Control Eligible Certificates), as a collective whole. The Special Servicer shall consider such alternative courses
of action and any other feedback provided by the Operating Advisor (and if no Consultation Termination Event has occurred and
is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder) in connection with the
Special Servicer’s preparation of any Asset Status Report. The Special Servicer may revise the Asset Status Report as it
deems necessary to take into account any input and/or comments from the Operating Advisor (and if no Consultation Termination
Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder),
to the extent the Special Servicer determines that the Operating Advisor’s and/or Directing Certificateholder’s input
and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders as a collective
whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the related Companion
Loan, as a collective whole (taking into account the pari passu or subordinate nature of such Companion Loan)).


 


After
the occurrence and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan),
the Directing Certificateholder shall have no right to consent to any Asset Status Report under this Section 3.19. After
the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination
Event, each of the Directing Certificateholder (except with respect to any Excluded Loan) and the Operating Advisor shall consult
with the Special Servicer and propose alternative courses of action and provide other feedback in respect of any Asset Status
Report. After the occurrence and continuance of a Consultation Termination Event (and at any time with respect to any Excluded
Loan), the Directing Certificateholder (other than in its capacity as a Certificateholder) shall have no right to receive any
Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status Reports and the Special Servicer
shall only be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described above. The
Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing
Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing Certificateholder during
the applicable periods described above, but is under no obligation to follow any particular recommendation of the Operating Advisor
or the Directing Certificateholder.


 


Notwithstanding
the foregoing, prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion
Loan, the Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced
Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval
rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be
as set forth in the related Intercreditor Agreement.


 


(e)       (i)
Upon receiving notice of the occurrence of the events described in clause (iv) or (x) of the definition of Servicing
Transfer Event (without regard to the 60-day or


 



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30-day period, respectively, set forth therein), the Master Servicer shall with
reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information
relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable it to negotiate
with the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within
five (5) Business Days of the occurrence of each such event.


 


(ii)       After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event
described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day
period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the same
time such notice is provided to the Special Servicer pursuant to clause (i) above.


 


(f)        Prior
to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special Servicer
shall deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary of the
Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information)
(and shall deliver each Asset Status Report with respect to a Serviced AB Mortgage Loan prior to the occurrence and continuance
of an AB Control Appraisal Period (to the extent approved by the related Serviced AB Whole Loan Controlling Holder), to the Directing
Certificateholder). With respect to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and continuance
of a Control Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder
approves of, or does not disapprove of such draft summary, then the Special Servicer shall deliver in electronic format such notice
and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in writing,
then within two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise the summary and deliver such
new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary; provided,
however, that if the Directing Certificateholder has not approved of the draft summary of the Final Asset Status Report
within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent
draft summary of the Final Asset Status Report delivered by the Special Servicer prior to such 20th Business Day shall be deemed
to be the final summary of the Final Asset Status Report; provided, further, however, that if at any time
the Special Servicer determines that any affirmative disapproval of such draft summary by the Directing Certificateholder is not
in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole, pursuant
to the Servicing Standard, the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset
Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section
3.13(b) notwithstanding such disapproval. The Special Servicer shall promptly deliver (but in any event no later than two
(2) Business Days following its completion) a copy of each Final Asset Status Report to the Operating Advisor. The Special Servicer
shall prepare a summary of any Final Asset Status Report related to any Serviced AB Whole Loan which is not subject to an AB Control
Appraisal


 



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Period, which Final Asset Status Report has been approved or deemed approved by the holder of the Serviced AB Whole
Loan Controlling Holder in accordance with the related Intercreditor Agreement (to the extent such Intercreditor Agreement requires
such approval or deemed approval), and deliver in electronic format notice of such Final Asset Status Report and the summary of
such Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant
to Section 3.13(b).


 


(g)       No
provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because
of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section
3.20     Sub-Servicing
Agreements. (a) The Master Servicer and the Special Servicer may enter into Sub-Servicing Agreements to provide for
the performance by third parties of any or all of its respective obligations hereunder; provided that the Sub-Servicing
Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and requires the Sub-Servicer
to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Master Servicer or the Special Servicer,
as the case may be, shall for any reason no longer act in such capacity hereunder (including, without limitation, by reason of
a Servicer Termination Event), the Trustee or its designee shall thereupon assume all of the rights and, except to the extent
they arose prior to the date of assumption, obligations of such party under such agreement, or, alternatively, may act in accordance
with Section 7.02 under the circumstances described therein (subject to Section 3.20(g)); (iii) provides that the
Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable) and the Trustee (as holder
of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to
the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by the immediately preceding
clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicer
or Special Servicer, as applicable (other than the Master Servicer or Special Servicer that enters into such Sub-Servicing Agreement),
any successor master servicer or successor special servicer or any Certificateholder (or the related Companion Holder, if applicable)
shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser of a
Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage Loan
at its option and without penalty; provided, however, that the Initial Sub-Servicing Agreements may only be terminated
by the Trustee or its designees as contemplated by Section 3.20(g) and in such additional manner and by such other Persons
as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct rights of indemnification that
may be satisfied out of assets of the Trust except through the Master Servicer or the Special Servicer, as the case may be, if
and only to the extent provided pursuant to Section 6.04; (vi) does not permit the Sub-Servicer to modify any Mortgage
Loan unless and to the extent the Master Servicer or the Special Servicer, as the case may be, is permitted hereunder to modify
such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting a Major Decision without the consent
of the Master Servicer or the Special Servicer, as applicable (which consent shall not be granted except in accordance with Section
6.08); (viii) with respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing
Function Participant or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered
into, is not a Prohibited Party and (ix) provides that the Sub-Servicer shall


 



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be in default under the related Sub-Servicing Agreement
and such Sub-Servicing Agreement shall be terminated (following the expiration of any applicable grace period) if the Sub-Servicer
fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the Master Servicer, the Certificate
Administrator or the Depositor under Article XI or under the Sub-Servicing Agreement or to the master servicer under any
other pooling and servicing agreement that the Depositor is a party to, or (B) to perform in any material respect any of its covenants
or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting
items required for any party to this Agreement to perform its obligations under Article XI or under the Exchange Act reporting
items required under any other pooling and servicing agreement that the Depositor is a party to. Any successor master servicer
or successor special servicer, as applicable, hereunder shall, upon becoming a successor master servicer or successor special
servicer, as applicable, be assigned and may assume any Sub-Servicing Agreements from the predecessor Master Servicer or Special
Servicer, as the case may be (subject to Section 3.20(g)). In addition, each Sub-Servicing Agreement entered into by the
Master Servicer may but need not provide that the obligations of the Sub-Servicer thereunder may terminate with respect to any
Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a Specially Serviced Loan; provided, however,
that the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although
it need not so provide) that the Sub-Servicer will continue to make all Advances and calculations and prepare all reports required
under the Sub-Servicing Agreement with respect to Specially Serviced Loans and continue to collect its Primary Servicing Fees
as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition
had occurred and to render such incidental services with respect to such Specially Serviced Loans and REO Properties as are specifically
provided for in such Sub-Servicing Agreement. The Master Servicer or Special Servicer, as the case may be, shall deliver to the
Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it, in each
case promptly upon its execution and delivery of such documents. References in this Agreement to actions taken or to be taken
by the Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection
therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer,
although it need not so provide) to satisfy the obligations of the Master Servicer hereunder to make Advances shall be deemed
to have been advanced by the Master Servicer out of its own funds and, accordingly, in such event, such Advances shall be recoverable
by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master Servicer, and, for so
long as they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d), such interest to
be allocable between the Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing
Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received any payment when a Sub-Servicer
retained by it receives such payment. The Master Servicer or the Special Servicer, as the case may be, shall notify the Master
Servicer or the Special Servicer, as the case may be, the Trustee and the Depositor (and the Special Servicer shall notify the
Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer need not
provide such notice as to the Initial Sub-Servicing Agreements.


 






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(b)       Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of
the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


 


(c)       As
part of its servicing activities hereunder, the Master Servicer and the Special Servicer for the benefit of the Trustee and the
Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and enforce
the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the Master Servicer shall
be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of Article XI.
Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent
and at such time as is in accordance with the Servicing Standard. The Master Servicer shall have the right to remove a Sub-Servicer
retained by it at any time it considers removal to be in the best interests of the Certificateholders.


 


(d)       In
the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of the Master
Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents
and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being
serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts
to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)       Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer shall remain obligated
and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder and the Certificateholders
for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent
and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans for which it is responsible,
and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from its own funds. In no event shall
the Trust bear any termination fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination
under any Sub-Servicing Agreement.


 


(f)        The
Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to
enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)       Each
Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master servicer,
the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial


 



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Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights
under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its
provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations
of the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement
without further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner
which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing
Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)       With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request
(such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including remittance information, and affording access to information
to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant
to the terms hereof.


 


(i)        Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which provides for
the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan other than
an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder,
except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


 


Section
3.21     Interest Reserve Account.


 


(a)       On
the P&I Advance Date occurring in each February and in any January that occurs in a year that is not a leap year (in each
case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the Actual/360
Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on the Stated
Principal Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month in which the
P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is made
in respect thereof (all amounts so deposited in any consecutive February and January pursuant to clause (i), “Withheld
Amounts”).


 


(b)       On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the
Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


 


Section
3.22     Directing
Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer. Within a reasonable time upon request
from the Directing


 



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Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly basis, each
of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer via telephone available
to verbally answer questions from (a) ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with
respect to any Excluded Loan) the Directing Certificateholder and (b) upon the occurrence and during the continuance of any Control
Termination Event, the Operating Advisor (with respect to the Special Servicer only), regarding the performance and servicing
of the Mortgage Loans and/or REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible.


 


Section
3.23     Controlling
Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder.
(a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide
its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator, the Special
Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice to each such
Person substantially in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder or the resignation
or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate
to notify the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor when
such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only
one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.


 


On
the Closing Date, the initial Directing Certificateholder shall deliver to the parties to this Agreement a certification substantially
in the form of Exhibit P-1G to this Agreement. Upon the resignation or removal of the existing Directing Certificateholder,
any successor directing certificateholder shall also deliver a certification substantially in the form of Exhibit P-1G
to this Agreement prior to being recognized as the new Directing Certificateholder.


 


(b)       Once
a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing,
of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. In the event that
(i) the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor receives written
notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated
and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class
(or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing
Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator and notify
the Master Servicer, the Certificate


 



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Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the
new Directing Certificateholder; provided that the Master Servicer, the Certificate Administrator, the Special Servicer,
the Trustee and the Operating Advisor shall be entitled to rely on the written notification provided by the purported Controlling
Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class without independently verifying
that such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling Class.


 


(c)       Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder and the Directing Certificateholder.


 


(d)       In
the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer,
as applicable, and the Master Servicer or the Special Servicer, as the case may be, has attempted to obtain such information from
the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable,
then until such time as the new Directing Certificateholder is identified to the Master Servicer or the Special Servicer, as applicable,
the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the
approval or consent of any such Directing Certificateholder as the case may be.


 


(e)       Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor, the
Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses. In
addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating
Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, Prime Finance CMBS B-Piece Holdco VI, L.P.
shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this
Agreement or until a Consultation Termination Event occurs and is continuing.


 


Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing
Certificateholder.


 


(f)        If
the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator
shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.


 


(g)       Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may
have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class or in its


 



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own interest; (iii)
the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the
Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of one or more Classes
including the Controlling Class or itself over the interests of the Holders of one or more other Classes of Certificates; and
(v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for
having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder may take any action whatsoever
against the Directing Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder
for having so acted.


 


(h)       All
requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each
Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable;
provided, however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver
any information required to be delivered under the related Intercreditor Agreement.


 


(i)        Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Certificateholder, and any Serviced AB Whole Loan Controlling Holder.


 


(j)        With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 


(k)       The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, the Special Servicer, Certificate Administrator, Trustee, or any Certificateholder
and provide such information to the requesting party.


 


(l)        At
any time that the Controlling Class Certificateholder is the holder of a majority of the Class E Certificates and the Class E
Certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder and (b) to exercise
any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the Depositor,
the Certificate Administrator (which shall be via email to “trustadministrationgroup@wellsfargo.com”), the Master
Servicer, the Special Servicer and the Operating Advisor. Notwithstanding anything to the contrary contained herein, during such
time as a Control Termination Event or Consultation Termination Event is in existence solely as a result of the operation of clause
(ii) of the definition of Control Termination Event and clause (ii) of the definition of Consultation Termination Event,
such Control Termination Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred
with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right
to exercise any of the rights of the


 



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Controlling Class Certificateholder has sold or transferred all or a portion of its interest
in the Class E Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect to
such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor
shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a
Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior
waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to irrevocably
waive its right to appoint the Directing Certificateholder and to exercise any of the rights of the Controlling Class Certificateholder.
The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder.
No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that became a Specially
Serviced Loan prior to the sale or transfer of the Class E Certificates to the Non-Waiving Successor and had not also become a
Corrected Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Loan.


 


(m)       Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement
made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide
to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information
of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust).
The Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10)
Business Days of the existence or cessation of (i) any Control Termination Event or (ii) any Consultation Termination Event. Upon
the Certificate Administrator’s determination that a Control Termination Event or a Consultation Termination Event has occurred
or is terminated, the Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the
Certificate Administrator’s Website pursuant to this provision.


 


In
the event that a Control Termination Event has occurred due to a reduction of the Certificate Balance of the Class E Certificates
(taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance
of such Class in accordance with Section 4.05(a)) to less than 25% of the Original Certificate Balance thereof, such special
notice shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class
E Certificates to less than 25% of the Original Certificate Balance thereof.”


 


In
the event that a Control Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class
E Certificateholder, who has become the Controlling Class Certificateholder, of its right to appoint a Directing Certificateholder
or to exercise any of the rights of the Controlling Class Certificateholder, such special notice shall state “A Control
Termination Event and a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder
of its rights as Controlling Class Certificateholder.”


 


In
the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates
below 25% of its Original Certificate 


 



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Balance, in each case without regard to the application of any Cumulative Appraisal Reduction
Amounts, such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control Eligible
Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate
Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


In
the event of any transfer of a Class E Certificate, and upon notice to the Certificate Administrator in the form of Exhibit
NN that results in a termination of a Control Termination Event or a Consultation Termination Event, such “special notice”
shall state: “A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect
due to a transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated
any waiver by the prior Holder.”


 


With
respect to any Excluded Loan, the Directing Certificateholder or any Controlling Class Certificateholder shall not have any consent
or consultation rights with respect to the servicing of such Excluded Loan and Control Termination Event and Consultation Termination
Event shall be deemed to have occurred with respect to an Excluded Loan.


 


Section
3.24     Intercreditor
Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan
being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related
Intercreditor Agreement and each agrees to service each such Serviced Whole Loan, and each Mortgage Loan with mezzanine debt in
accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions
and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict
between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern.
Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action
with respect to a Serviced Whole Loan, or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior
consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement
provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each
of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its
respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement
and the related Intercreditor Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer
further acknowledges and agrees that any Serviced Whole Loan Controlling Holder will have the right to replace the Special Servicer
solely with respect to the related Serviced Whole Loan, to the extent provided for herein and in the related Intercreditor Agreement.


 


(b)       Neither
the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement
in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of
this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that
may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder
or a mezzanine


 



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lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or
direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event
shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer
or the Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer
be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion Holder or
mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which
notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information
for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event shall the
Master Servicer or the Special Servicer, as the case may be, be required to consult with or obtain the consent of a new Directing
Certificateholder or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered notice to the
Master Servicer or the Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer or the
Special Servicer, as applicable, have actual knowledge of the identity and contact information of a new Directing Certificateholder
or a new Controlling Class Certificateholder.


 


(c)       No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or the
Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement,
including the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the Servicing Standard
and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or (c) materially
expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s or the Master Servicer’s
responsibilities under this Agreement.


 


(d)       With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing Certificateholder
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan,
to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is
exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise
such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction
with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the related Serviced
Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer
or the Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the holder of any Serviced
Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related
Intercreditor Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent.
In addition, notwithstanding anything to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall
deliver reports and notices to the related Companion Holder as required under the Intercreditor Agreement.


 






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(e)       Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information
and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with respect to
any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the Controlling Class Certificateholder
(for this purpose, without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder
under this Agreement due to the occurrence and continuance of a Control Termination Event or the occurrence and continuance of
a Consultation Termination Event) and (ii) to consult with any related Companion Holder on a strictly non-binding basis, to the
extent having received such notices, information and reports, such related Companion Holder requests consultation with respect
to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a
Serviced Whole Loan, and consider alternative actions recommended by such related Companion Holder; provided that after
the expiration of a period of ten (10) Business Days from the delivery to such related Companion Holder by the Special Servicer
of written notice of a proposed action, together with copies of the notice, information and report required to be provided to
the Controlling Class Certificateholder, the Special Servicer shall no longer be obligated to consult with such related Companion
Holder, whether or not such related Companion Holder has responded within such ten (10) Business Day period (unless, the Special
Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such
ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery of all information relating
thereto). Notwithstanding the consultation rights of the related Companion Holder set forth in the immediately preceding sentence,
the Special Servicer may make any Major Decision or take any action set forth in the Asset Status Report before the expiration
of the aforementioned ten (10) Business Day period if the Special Servicer determines that immediate action with respect thereto
is necessary to protect the interests of the Certificateholders and the related Companion Holder. In no event shall the Special
Servicer be obligated at any time to follow or take any alternative actions recommended by the related Companion Holder.


 


(f)       Each
Serviced Pari Passu Companion Loan Holder shall have the right to attend (in person or telephonically, in the discretion of the
Master Servicer or Special Servicer, as the case may be) annual meetings with the Master Servicer or the Special Servicer at the
offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable
to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are
discussed.


 


(g)       With
respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days
after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


Section
3.25     Rating Agency
Confirmation. (a) Notwithstanding the terms of any related Mortgage Loan documents or other provisions of this Agreement,
if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation as a


 



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condition precedent
to such action, if the party (the “RAC Requesting Party”) attempting and/or required to obtain such Rating
Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within
ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website,
such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither
reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required
to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website)
that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the
related Rating Agency Confirmation again (which may be through direct communication). The circumstances described in the preceding
sentence are referred to in this Agreement as a “RAC No-Response Scenario.” Once the RAC Requesting Party has
sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC Requesting Party may, but shall not
be obligated to send such request directly to the Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 


If
there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC
No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage
Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the
servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency
Confirmation shall be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master
Servicer or the Special Servicer, as the case may be, may then take such action if the Master Servicer or the Special Servicer,
as the case may be, confirms its original determination (made prior to making such request) that taking the action with respect
to which it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect
to a replacement of the Master Servicer or the Special Servicer, such condition shall be deemed not to apply (as if such requirement
did not exist) if (i) the replacement master servicer or special servicer has been appointed and currently serves as a master
servicer or a special servicer, as applicable, on a transaction-level basis on a transaction currently rated by Moody’s
that currently has securities outstanding and for which Moody’s has not cited servicing concerns with respect to such replacement
master servicer or special servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in a commercial
mortgage-backed securitization transaction serviced by the applicable replacement master servicer or special servicer prior to
the time of determination, if Moody’s is the non-responding Rating Agency, (ii) the replacement master servicer or special
servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the special
servicer), if Fitch is the non-responding Rating Agency or (iii) DBRS has not cited servicing concerns with respect to the replacement
master servicer or special servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other
commercial mortgage-backed securitization transaction serviced by such replacement master


 



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servicer or special servicer prior to
the time of determination, if DBRS is the non-responding Rating Agency.


 


Any
Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such
written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5
Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly
following the Master Servicer’s or the Special Servicer’s determination to take any action discussed in this Section
3.25(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement
did not exist), the Master Servicer or the Special Servicer, as applicable, shall provide electronic written notice to the 17g-5
Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall promptly
post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)       Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to
defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or
the Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency
Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


 


(c)       For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall
deliver Rating Agency Confirmation from each Rating Agency.


 


Section
3.26     The Operating
Advisor. (a) The Operating Advisor shall promptly review (i) all information made available to Privileged Persons on
the Certificate Administrator’s Website (A) that relates to any Specially Serviced Loan, and (B) that is contained in the
CREFC® Servicer Watch List prepared by the Master Servicer and (ii) each Final Asset Status Report delivered to
the Operating Advisor by the Special Servicer.


 


(b)       The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled “Privileged
Information” received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged
Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees
that it shall use information received from the Special Servicer


 



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pursuant to the terms of this Agreement solely for purposes of
complying with its duties and obligations hereunder.


 


(c)       (i)
After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review
of any assessment of compliance report, attestation report, Asset Status Report and other information (other than any communications
between the Directing Certificateholder and the Special Servicer that would be Privileged Information) delivered to the Operating
Advisor by the Special Servicer, including each Asset Status Report delivered during the prior calendar year, the Operating Advisor
shall (if any Mortgage Loans were Specially Serviced Loans during the prior calendar year) deliver to the Certificate Administrator
and the 17g-5 Information Provider within one hundred-twenty (120) days of the end of the prior calendar year for which a Control
Termination Event was continuing as of December 31, an annual report (the “Operating Advisor Annual Report”),
substantially in the form of Exhibit V (which form may be modified or altered as to either its organization or content
by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without
limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the
information or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement),
setting forth the Operating Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement
during the prior calendar year on a “platform-level basis” with respect to the resolution and/or liquidation of Specially
Serviced Loans that the Special Servicer is responsible for servicing under this Agreement; provided, further, however,
that in the event the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the Special Servicer
that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the
date of such Operating Advisor Annual Report. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Operating
Advisor Annual Report will be permitted to include an assessment of the Special Servicer’s performance in respect of such
Serviced AB Whole Loan until after the occurrence and during the continuance of an AB Control Appraisal Period under the related
Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without limitation, Section 3.26(c),
each such Operating Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii)
from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially
Serviced Loans or REO Properties that the Special Servicer is responsible for servicing under this Agreement (other than with
respect to any REO Property related to a Non-Serviced Mortgage Loan) and (B) comply with all of the confidentiality requirements
described in this Agreement regarding Privileged Information (subject to any permitted exceptions). Such Operating Advisor Annual
Report shall be delivered to the Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on
the Certificate Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which
shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with
Section 3.13(c)); provided, however, that the Special Servicer shall be given an opportunity to review the
Operating Advisor Annual Report at least five (5) Business Days prior to its delivery to the Certificate Administrator and the
17g-5 Information Provider. The Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual
Report that are provided by the Special Servicer. Only as used in this Section 3.26 in connection with the Operating Advisor
Annual Report, the term “platform-level basis” refers to


 



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the Special Servicer’s performance of its duties as
they relate to the resolution and/or liquidation of Specially Serviced Loans, taking into account the Special Servicer’s
specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing
Standard, with reasonable consideration by the Operating Advisor of any assessment of compliance report, attestation report, Asset
Status Report and other information delivered to the Operating Advisor by the Special Servicer (other than any communications
between the Directing Certificateholder and the Special Servicer that would be Privileged Information) pursuant to this Agreement.
Notwithstanding the foregoing, no Operating Advisor Annual Report shall be required from the Operating Advisor with respect to
any calendar year as to which no Asset Status Report was prepared by the Special Servicer in connection with a Specially Serviced
Loan or REO Property.


 


(ii)       In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of
any information it is provided without liability for any such reliance hereunder. In the event a lack of access to Privileged
Information limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor shall
set forth any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall
not be subject to any liability arising from its lack of access to Privileged Information.


 


(d)       Prior
to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan, prior to the occurrence
and continuance of both a Control Termination Event and a related AB Control Appraisal Period), the Special Servicer will forward
any Appraisal Reduction Amount and net present value calculations used in the Special Servicer’s determination of what course
of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor after such
calculations have been finalized. The Operating Advisor shall review such calculations but shall not opine on or take any affirmative
action with respect to such Appraisal Reduction Amount calculations and/or net present value calculations.


 


(e)       (i)
After the occurrence and during the continuance of a Control Termination Event, and with respect to any Serviced AB Whole Loan,
after the occurrence and during the continuance of both a Control Termination Event and an AB Control Appraisal Period, after
the calculation but prior to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal Reduction
Amounts or (ii) net present value in accordance with Section 1.02(iv), the Special Servicer shall forward such calculations,
together with any supporting material or additional information necessary in support thereof (including such additional information
reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any
Privileged Communications), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing
such calculations, and the Operating Advisor shall promptly, but no later than three


 



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(3) Business Days after receipt of such calculations
and any supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding
application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.


 


(ii)       In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount (as calculated by the Special Servicer) or net present value or the application of the applicable
non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and Special Servicer
shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary
portions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business Days
of delivery of such calculations. The Master Servicer shall cooperate with the Special Servicer and provide any information reasonably
requested by the Special Servicer necessary for the calculation of the Appraisal Reduction Amount that is in the Master Servicer’s
possession or reasonably obtainable by the Master Servicer. In the event the Operating Advisor and the Special Servicer are not
able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Operating Advisor
shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall examine the calculations
and supporting materials provided by the Operating Advisor and the Special Servicer and determine which calculation is to apply
and shall provide such parties prompt written notice of its determination.


 


(iii)       Notwithstanding
the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be permitted to be exercised
by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during the continuance of both
a Control Termination Event (except with respect to any Excluded Loan) and a related AB Control Appraisal Period.


 


(f)        [RESERVED].


 


(g)       The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing
Certificateholder), other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with
a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each
party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that such information
is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the
Special Servicer and, unless a Control Termination Event has occurred, the Directing Certificateholder (with respect to any Mortgage
Loan other than a Non-Serviced Whole Loan or any Excluded Loan) other than pursuant to a Privileged Information Exception. Notwithstanding
the foregoing, the Operating Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors
of the Operating Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Operating
Advisor.


 






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Notwithstanding
anything in this Agreement to the contrary (i) the Operating Advisor’s assessment of the Special Servicer’s performance
shall be based on the provisions of this Agreement and (ii) so long as LNR Partners, LLC is acting as Special Servicer, the Special
Servicer shall provide the Operating Advisor reasonable access, at the Special Servicer’s offices during normal business
hours, to the Special Servicer’s policies and procedures. The Operating Advisor will be permitted to review such policies
and procedures but will not be permitted to retain hard copies and will not be provided with any electronic copies or soft copies.
The Operating Advisor shall keep all information contained in the policies and procedures strictly confidential, except (A) the
Operating Advisor may disclose such information if (i) such information becomes generally available and known to the public other
than as a result of a disclosure directly or indirectly by the Operating Advisor, or (ii) such disclosure is required by applicable
law, as evidenced by an opinion of counsel (which shall be an Operating Advisor Expense) delivered to the Operating Advisor and
the Special Servicer and (B) the Operating Advisor may disclose any portion of the policies and procedures when it deems such
disclosure necessary to support specific conclusions concerning allegations of material deviations from the Servicing Standard
or otherwise to describe fairly and accurately the Special Servicer’s performance under this Agreement (i) in the Operating
Advisor Annual Report, or (ii) in connection with a recommendation by the Operating Advisor to replace LNR Partners, LLC as the
Special Servicer pursuant to the provisions of this Agreement. Notwithstanding the foregoing, the Operating Advisor will be permitted
to share such information with its Affiliates and any subcontractors of the Operating Advisor to the extent reasonably necessary
to perform the Operating Advisor’s obligations under this Agreement and provided such Operating Advisor Affiliates and subcontractors
agree in writing prior to their receipt of such information to be bound by the same confidentiality provisions applicable to the
Operating Advisor. The Operating Advisor’s assessment may not take into account the fact that LNR Partners, LLC limited
the Operating Advisor’s access to the Special Servicer’s written policies and procedures pursuant to the provisions
of this Agreement. Nothing set forth herein shall limit or affect the scope of the Operating Advisor’s platform-level review
in connection with its preparation of the Operating Advisor Annual Report, provided that the Operating Advisor’s access
to or reliance upon the Special Servicer’s written policies and procedures shall be subject to the terms of this paragraph.
During any period when the Special Servicer is not LNR Partners, LLC, or an Affiliate of LNR Partners, LLC, the requirements and
limitations contained in this paragraph with respect to the Special Servicer shall be null and void, and the Operating Advisor
shall have adequate and timely access to the policies and procedures of any successor special servicer as the Operating Advisor
determines necessary to fulfill its duties under this Agreement.


 


(h)       Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance
with the terms of Section 4.07(a).


 


(i)        As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Remittance Date with respect to each Mortgage Loan (excluding each Non-Serviced Mortgage Loan and each Companion Loan) and each
REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue from time to time at the Operating
Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the
case may be,


 



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and in the same manner as interest is calculated on the related Mortgage Loan or REO Loan, as the case may be, and,
in connection with any partial month interest payment, for the same period respecting which any related interest payment due on
the related Mortgage Loan or deemed to be due on such REO Loan is computed.


 


The
Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a)
and/or 6.04(b), such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section
3.05(a). Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In
addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for
which the Operating Advisor has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from
funds on deposit in the Collection Account as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the
period when the outstanding Certificate Balances of the Control Eligible Certificates has not been reduced to zero as a result
of the allocation of Realized Losses to such Certificates, only to the extent such Operating Advisor Consulting Fee is actually
received from the related Mortgagor. When the Operating Advisor has consultation obligations with respect to a Major Decision
under this Agreement, the Master Servicer or the Special Servicer, as the case may be, shall use commercially reasonable efforts
consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in
connection with such Major Decision, but only to the extent not prohibited by the related Mortgage Loan documents. The Master
Servicer or Special Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor Consulting Fee payable
by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in
no event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of such
Operating Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special Servicer,
as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding
the foregoing, the Operating Advisor will have no obligations or consultation rights in its capacity as operating advisor with
respect to: (i) any Non-Serviced Whole Loan or any related REO Property or (ii) any Serviced AB Whole Loan, prior to the occurrence
and continuance of both an AB Control Appraisal Period and a Control Termination Event; provided, further, that
the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole Loan.


 


(j)        After
the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the
written direction of Holders of Certificates evidencing not less than 25% of the aggregate Certificate Balance of all Classes
of Principal Balance Certificates (taking into account the application of Cumulative Appraisal Reduction Amounts to notionally
reduce the Certificate Balances of Classes to which such Cumulative Appraisal Reduction Amounts are allocable) requesting a vote
to replace the Operating Advisor with a replacement Operating Advisor selected by such Certificateholders (provided that
the proposed replacement Operating Advisor is an Eligible Operating Advisor), (ii) payment by such requesting Holders to the Certificate
Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering


 



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such vote and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation from each Rating Agency
(which confirmations will be obtained by the Certificate Administrator at the expense of such Holders and will not constitute
an additional expense of the Trust). The Certificate Administrator shall promptly provide written notice to all Certificateholders
of such request by posting such notice on the Certificate Administrator’s Website in accordance with Section 3.13(b),
and concurrently by mail, and conduct the solicitation of votes of all Certificates in such regard. Upon the vote or written direction
of Holders of Certificates evidencing at least 75% of the Voting Rights (taking into account the application of Cumulative Appraisal
Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal Reduction Amounts
are allocable), the Trustee shall immediately replace the Operating Advisor with the replacement Operating Advisor.


 


(k)       After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Holders of Certificates
representing at least 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts
to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating
Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such
termination shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations of
the Operating Advisor under this Agreement. No such termination shall terminate, change, reduce, or otherwise modify the rights
and obligations of the Operating Advisor that accrued prior to such termination, including the right to receive all amounts accrued
and owing to it under this Agreement, and other than indemnification rights (arising out of events occurring prior to such termination).
The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any
termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible,
be required to give written notice of the termination and appointment to the Special Servicer, the Master Servicer, the Certificate
Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor,
the Directing Certificateholder (only if no Consultation Termination Event has occurred and is continuing), any Companion Loan
holder and the Certificateholders.


 


(l)        The
Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee of the occurrence
of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate administrator will be entitled
to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor
Termination Event prior to such waiver from the Trust.


 


(m)      Prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent,
such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating


 



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Advisor appointed
pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if
no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for
consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)       The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice
to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer and the Directing Certificateholder, if applicable, and (b) upon the appointment of, and the acceptance of such appointment
by, a successor operating advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating Agency Confirmation
from each Rating Agency. No such resignation by the Operating Advisor shall become effective until the replacement Operating Advisor
shall have assumed the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating Advisor shall
pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated
with a transfer of its duties pursuant to this Section 3.26.


 


(o)       In
the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates, the Class V Certificates
and the Class R Certificates, then all of the rights and obligations of the Operating Advisor shall terminate without payment
of any termination fee (other than any rights or obligations that accrued prior to the date of such termination (including accrued
and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such termination). In
connection with any termination pursuant to this Section 3.26(o), no successor operating advisor shall be appointed. Upon
receipt of written notice of such acts by a Responsible Officer of the Trustee, the Trustee shall provide the Operating Advisor
with prompt notice upon its termination pursuant to this Section 3.26(o).


 


(p)       In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(q)       The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken
or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except
with respect to its specific obligations under this Agreement, and shall have no duty to any particular Class of Certificates
or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser” within
the meaning of the Investment Advisers Act of 1940, as amended.


 


(r)        Neither
the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however,
that such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of the Operating
Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and


 



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such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this Agreement from personnel
involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access
to information regarding the Trust and the Operating Advisor and its personnel from gaining access to such Affiliate’s information
regarding its investment activities.


 


(s)       The
Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible Operating
Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall appoint
a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the foregoing, if the
Trustee is unable to find a successor operating advisor within 30 days of the termination of the Operating Advisor, the Depositor
shall be permitted to find a replacement.


 


(t)        The
Operating Advisor may delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such
agents or subcontractors are consistent with the provisions of this Section 3.26(t); provided that no agent or subcontractor
may (i) be affiliated with a Sponsor, the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have been paid any fees, compensation
or other remuneration by an Underwriter, the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services
with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Operating Advisor shall
remain obligated and primarily liable for its obligations hereunder in accordance with the provisions of this Agreement without
diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements or
by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under the same terms
and conditions as if the Operating Advisor alone were performing its obligations under this Agreement. The Operating Advisor shall
be entitled to enter into an agreement with any agent or subcontractor providing for indemnification of the Operating Advisor
by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


Section
3.27     Companion
Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying
Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth
in this Agreement.


 


(b)       No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure
to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports,


 



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documents, orders or other instrument furnished to the Companion Paying Agent by
any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)       In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article
VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be
removed.


 


(d)       This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 


Section
3.28     Serviced
Companion Noteholder Register. The Companion Paying Agent shall maintain a register (the “Serviced Companion
Noteholder Register”) with respect to each Serviced Companion Loan on which it will record the names and address of,
and wire transfer instructions for, the Serviced Companion Noteholders from time to time, to the extent such information is provided
in writing to it by each Serviced Companion Noteholder. The initial Serviced Companion Noteholders, along with their respective
name and address, are listed on Exhibit S hereto. In the event a Serviced Companion Noteholder transfers a Serviced Companion
Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for any misdirected payment
in such Serviced Companion Loan and shall have no obligation to recover and redirect such payment.


 


The
Companion Paying Agent shall promptly provide the name and address of any Serviced Companion Noteholder to any party hereto or
any successor Serviced Companion Noteholder upon written request and any such Person may, without further investigation, conclusively
rely upon such information. The Companion Paying Agent shall have no liability to any Person for the provision of any such name
and address.


 


For
the avoidance of doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to
a Serviced Companion Noteholder with respect to a Serviced Companion Loan that has been included in an Other Securitization shall
be provided to the Other Servicer under the Other Pooling and Servicing Agreement.


 


Section
3.29     Certain
Matters Relating to the Whole Loans. (a) In the event that any of the applicable Non-Serviced Trustee, the applicable
Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced in accordance with the terms of
the applicable Non-Serviced PSA, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor
to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer,
as the case may be.


 


(b)       If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master
Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the
Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer
of the same.


 






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(c)       In
connection with the securitization of each Serviced Pari Passu Companion Loan (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)       In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination
Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer
may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event)
waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


 


(e)       With
respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Consultation
Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Consultation Termination
Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


(f)       With
respect to each Mortgage Loan that is part of a Whole Loan, this Agreement is subject to the related Intercreditor Agreement and
incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)       With
respect to each Serviced Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such
analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other
Asset Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review
by providing the Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by
the Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession
of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, but in any event excluding any
documents known to the Master Servicer, the Special Servicer, the Trustee or the Custodian to contain information that is proprietary
to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


 


(h)       With
respect to any Non-Serviced Mortgage Loan, if the Master Servicer or Special Servicer shall receive any communication from the
applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer regarding any “Major Decision” pursuant to


 



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clause
(xii) of the definition of such term or “Master Servicer Decision” pursuant to clause (x) of the definition
of such term, then the Master Servicer or Special Servicer shall forward the communication to the Directing Certificateholder
(and to the Master Servicer, if the Special Servicer is forwarding such communication), and the Master Servicer shall reasonably
cooperate with the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be,
in effecting any action by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, in any
such case subject to and consistent with the related Intercreditor Agreement.


 


(i)        During
the period from and after the date on which a Serviced Pari Passu Companion Loan is deposited into an Other Securitization, not
later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date the Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the related other master servicer
under the related Other Pooling and Servicing Agreement the following reports and data files with respect to such Serviced Pari
Passu Companion Loan: (A) to the extent the Master Servicer has received the CREFC® Special Servicer Loan File
at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical Loan
Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) the CREFC®
Loan Setup File (only with respect to the first “distribution date” (or analogous term) as defined in the related
Other Pooling and Servicing Agreement), (C) the most recent CREFC® Property File and the CREFC®
Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC®
Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and the Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Serviced Whole Loan Remittance Date, (E) a CREFC®
Financial File, (F) a CREFC® Loan Level Reserve/LOC Report, (G) a CREFC® Advance Recovery
Report, (H) a CREFC® Total Loan Report and (I) the CREFC® Loan Periodic Update File. Additionally,
not later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date, the Master Servicer shall deliver
or cause to be delivered in electronic format to the related other master servicer under the related Other Pooling and Servicing
Agreement any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports
and CREFC® REO Liquidation Reports received from the Special Servicer. In no event shall any report described in
this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any
payments or collections not received by the Master Servicer, as of the close of business on the Business Day prior to the Business
Day on which the report is due. In addition, the Master Servicer shall deliver or cause to be delivered in electronic format to
the related other master servicer under the related Other Pooling and Servicing Agreement any and all other reports required to
be delivered by the Master Servicer to the Certificate Administrator hereunder pursuant to the terms hereof to the extent related
to such Serviced Pari Passu Companion Loan.


 


(j)        Promptly
upon any change in the identity of the Master Servicer, the successor Master Servicer shall deliver notice of such change (together
with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator,
Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section
3.30     [RESERVED].


 






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Section
3.31     [RESERVED].


 


Section
3.32     Litigation Control. (a)
The Special Servicer shall, with respect to litigation involving Specially Serviced Loans, and the Master Servicer shall, with
respect to litigation involving Non-Specially Serviced Loans, and, in either case, if the Special Servicer or the Master Servicer,
as applicable, contemplates availing itself of indemnification as provided for under Section 6.04 of this Agreement, such
servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims
and litigation relating to (i) the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents and
(ii) any action brought against the Trust or any party to this Agreement with respect to the servicing of any such Mortgage Loan
(the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out
in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of
or being named in any claim or litigation that falls within the scope of Litigation Control and is of a material nature (“Trust-Related
Litigation”), the Special Servicer or the Master Servicer shall promptly notify the Directing Certificateholder (prior
to the occurrence and continuance of a Control Termination Event and other than with respect to any related Excluded Loan) and
the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) of such claim or litigation.


 


(b)       In
connection with any Trust-Related Litigation, the Special Servicer or the Master Servicer, as applicable, shall submit any decision
to commence any proceeding or similar action in a Trust-Related Litigation or any decision to agree to or propose any terms of
settlement in a Trust-Related Litigation to the Directing Certificateholder (prior to the occurrence and continuance of a Control
Termination Event and other than with respect to any related Excluded Loan) for its approval or consent (or its deemed approval
or deemed consent as provided below) and provide notice of any such decision to the related Serviced Companion Noteholder if such
matter affects the a Serviced Companion Loan. Subject to Section 3.32(e), if and as applicable, the Special Servicer or
the Master Servicer, as applicable, shall not take any action implementing any such decision described in the preceding sentence
unless and until it has notified in writing the Directing Certificateholder (prior to the occurrence and continuance of a Control
Termination Event and other than with respect to any related Excluded Loan) and the Directing Certificateholder (prior to the
occurrence and continuance of a Control Termination Event and other than with respect to any related Excluded Loan) has not objected
in writing within five (5) Business Days of receipt of such notice and receipt of all information that the Directing Certificateholder
has reasonably requested with respect thereto promptly following its receipt of such notice. If such written objection has not
been received by the Special Servicer or Master Servicer, as applicable, within such 5 Business Day period, then the Directing
Certificateholder shall be deemed to have approved the taking of such action; provided that, if the Special Servicer or Master
Servicer, as applicable, determines (consistent with the Servicing Standard) that immediate action is necessary to protect the
interests of the Certificateholders and, with respect to a Serviced Whole Loan, the related Serviced Companion Noteholders, the
Special Servicer or Master Servicer, as applicable, may take such action without waiting for the Directing Certificateholder’s
response; provided that the Special Servicer or Master Servicer, as applicable, has confirmation that the Directing Certificateholder
has received notice of such action in writing. Nothing in this Section 3.32 shall be construed to alter, modify, limit
or expand the Operating Advisor’s duties, rights and obligations in this Agreement, including,


 



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without limitation, in Section
3.23, Section 3.26, Section 6.04 and Section 7.01, and the Operating Advisor shall not be required to
review the actions of the Special Servicer with respect to the Special Servicer’s Litigation Control unless such review
is otherwise related to the performance of the Operating Advisor’s duties, rights and obligations in respect of a Final
Asset Status Report and/or Asset Status Report.


 


(c)       Notwithstanding
anything contained herein to the contrary, with respect to any Trust-Related Litigation otherwise required to be exercised hereunder
by the Master Servicer relating to a Mortgage Loan or Whole Loan (in each case, other than with respect to any Excluded Loan with
respect to which the Directing Certificateholder is a Borrower Party) that has either (i) been satisfied or paid in full, or (ii)
as to which a Final Recovery Determination has been made, but subject to Section 3.32(d), after receiving the required
notice from the Master Servicer set forth above that the Master Servicer became aware of or was named in any such claims or litigation,
the Directing Certificateholder (prior to the occurrence and continuance of a Control Termination Event) may direct the Master
Servicer and the Special Servicer in writing that such Litigation Control nevertheless be exercised by the Special Servicer; provided,
however, that the Special Servicer (with the consent of the Directing Certificateholder (prior to the occurrence and continuance
of a Control Termination Event)) has determined and advised the Master Servicer (and the Master Servicer has reasonably concurred)
that its actions with respect to such obligations are indemnifiable under Section 6.04 hereof, and accordingly, any loss,
liability or expense (including legal fees and expenses incurred up until such date of transfer of Litigation Control to the Special
Servicer) arising from the related legal action or claim underlying such Litigation Control and not otherwise paid to the Master
Servicer pursuant to Section 6.04 of this Agreement shall be payable by the Trust Fund; provided, further, so as long as
the Trust Fund and any applicable Other Trustee are fully indemnified and/or made whole with respect to the related legal action
or claim underlying such Litigation Control from recoveries with respect to such legal action or claim, the Directing Certificateholder
shall be reimbursed up to the amount of compensation paid to the Special Servicer for assuming and handling such Litigation Control
but only to the extent that such recoveries exceed the amount necessary to fully indemnify and make the Trust Fund whole.


 


(d)       Notwithstanding
the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee, the Operating Advisor, the Certificate Administrator,
the Asset Representations Reviewer, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer
(if such party does not have Litigation Control) in their individual capacity, or if any judgment is rendered against the Trustee,
the Operating Advisor, the Certificate Administrator, the Asset Representations Reviewer, the Master Servicer (if such party does
not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) in their individual capacity,
the Trustee, the Operating Advisor, the Certificate Administrator, the Asset Representations Reviewer, the Master Servicer (if
such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control), as the
case may be, upon prior written notice to the Master Servicer or the Special Servicer, as applicable (i.e., whichever has
Litigation Control), may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent
its interests (but not to direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding,
other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related
loan documents or otherwise relating to the servicing of a


 



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Mortgage Loan, Whole Loan or Mortgaged Property, neither the Master
Servicer nor the Special Servicer, as applicable, shall, without the prior written consent of the Trustee or the Certificate Administrator,
as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee or the Certificate Administrator,
whether in such capacity or individually, (B) engage counsel to represent the Trustee or the Certificate Administrator, or (C)
prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar
action with the intent to cause, and that actually causes, the Trustee or the Certificate Administrator to be registered to do
business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any
delay due to the unwillingness of the Certificate Administrator or the Trustee, as applicable, to grant such consent); and (iii)
if any court finds that the Trustee, the Operating Advisor, the Certificate Administrator, the Asset Representations Reviewer,
the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation
Control) is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement
or any Mortgage Loan or Whole Loan, the Trustee, the Operating Advisor, the Certificate Administrator, the Asset Representations
Reviewer, the Master Servicer or the Special Servicer shall each have the right to retain counsel and appear in any such proceeding
on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation
or claim). Subject to the rights of the Directing Certificateholder under this Section 3.32, nothing in this paragraph
shall be interpreted to preclude either the Master Servicer or the Special Servicer, as applicable, from initiating any Litigation
Control-related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.


 


(e)       Notwithstanding
anything herein to the contrary, no advice, direction, objection of, or consent given or withheld by the Directing Certificateholder
shall (i) require or cause the Special Servicer or the Master Servicer to violate any provision of any Mortgage Loan documents,
any related Intercreditor Agreement, any related intercreditor, co-lender or similar agreement, applicable law, this Agreement
or the REMIC Provisions, including without limitation, the Master Servicer’s or the Special Servicer’s obligation
to act in accordance with the Servicing Standard and the related Mortgage Loan documents, and to maintain the REMIC status of
any Trust REMIC, (ii) result in the imposition of a tax on any Trust REMIC under the REMIC Provisions or cause any REMIC Pool
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter
J of the Code for federal income tax purposes, (iii) expose the Master Servicer, the Special Servicer, the Certificate Administrator,
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Trust Fund or the Trustee or any of their respective
Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability
for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal
offense, or (iv) materially expand the scope of the Special Servicer’s, the Master Servicer’s, the Certificate Administrator’s,
the Asset Representations Reviewer’s, the Trustee’s or the Operating Advisor’s responsibilities under this Agreement;
and neither the Special Servicer nor the Master Servicer shall follow any such advice, direction or objection if given by the
Directing Certificateholder, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of
this sentence.


 


Section
3.33     Delivery of Excluded Information to
the Certificate Administrator. Any Excluded Information that the Master Servicer, the Special Servicer or the Operating


 



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Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate Administrator’s Website
shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as is mutually acceptable to the
parties) in one or more separate files labeled “Excluded Information” followed by the applicable loan name and loan
file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that is not appropriately labeled
and delivered in accordance with this Section 3.33 shall not be separately posted as Excluded Information on the Certificate
Administrator’s Website, and any information appropriately labeled and delivered to the Certificate Administrator pursuant
to this Section 3.33 shall be posted on the Certificate Administrator’s Website under the “Excluded Information”
section, as provided under Section 3.13. When so posted, the Excluded Controlling Class Holders shall be prohibited from
the access of Excluded Information with respect to any Excluded Controlling Class Loans on the Certificate Administrator’s
Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall
only be prohibited with respect to the related Excluded Controlling Class Loans). None of the Master Servicer, the Special Servicer
or the Operating Advisor shall have any obligations to separately label and deliver any Excluded Information in accordance with
this Section 3.33 until such party has received written notice with respect to the related Excluded Controlling Class Loan
in the form of Exhibit P-1E to this Agreement. Nothing set forth in this Agreement shall prohibit the Directing Certificateholder
or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded
Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder is not
a Borrower Party and, if such Excluded Information is not available on the Certificate Administrator’s Website, such Directing
Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling
Class Loan shall be permitted to obtain such information in accordance with Section 4.02(f) of this Agreement.


 


[End
of Article III]


 


Article
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section
4.01     Distributions.
(a) On each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate Administrator
shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier
REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(b) with respect to each Class of Lower-Tier
Regular Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account
in the following order of priority, satisfying in full, to the extent required and possible, each priority before making any distribution
with respect to any succeeding priority:


 


(i)         first,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates, the Class A-SB Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class X-D
Certificates, the Class X-EF Certificates, the Class X-G Certificates, the Class X-H Certificates and the Class X-J pro rata
(based upon their


 



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respective entitlements to interest for such Distribution Date), in respect of interest, up to an amount
equal to the aggregate Interest Distribution Amount in respect of such Classes of Certificates for such Distribution Date;


 


(ii)       second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates and the Class A-SB Certificates in reduction of the Certificate Balances thereof: (I) prior to the
Cross-Over Date (1) first, to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution
Amount, until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to the Class A-SB Planned Principal
Balance for such Distribution Date; (2) second, to the Holders of the Class A-1 Certificates, in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clause (1) above have been
made on such Distribution Date), until the outstanding Certificate Balance of the Class A-1 Certificates has been reduced to zero;
(3) third, to the Holders of the Class A-2 Certificates in an amount up to the Principal Distribution Amount (or the portion
thereof remaining after any distributions specified in sub-clauses (1) and (2) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-2 Certificates has been reduced to zero; (4) fourth, to
the Holders of the Class A-3 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in sub-clauses (1), (2) and (3) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-3 Certificates has been reduced to zero; (5) fifth, to
the Holders of the Class A-4 Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in sub-clauses (1), (2), (3) and (4) above have been made on such
Distribution Date), until the outstanding Certificate Balance of the Class A-4 Certificates have been reduced to zero; (6) sixth,
to the Holders of the Class A-5 Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in sub-clauses (1), (2), (3), (4) and (5) above have been
made on such Distribution Date), until the outstanding Certificate Balance of the Class A-5 Certificates have been reduced to
zero and (7) seventh, to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution Amount
(or the portion thereof remaining after any distributions specified in sub-clauses (1), (2), (3), (4),
(5) and (6) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class
A-SB Certificates has been reduced to zero; and (II) on or after the Cross-Over Date, to the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates and Class A-SB Certificates, pro rata
(based on their respective Certificate Balances) in an amount equal to the Principal Distribution Amount for such Distribution
Date, until the Certificate Balance of each of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class
A-4 Certificates, Class A-5 Certificates and Class A-SB Certificates is reduced to zero;


 


(iii)       third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates and the Class A-SB Certificates, up to an amount equal to, and pro rata (based upon the aggregate
unreimbursed Realized Losses previously allocated to each



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such Class) with, the aggregate unreimbursed Realized Losses previously
allocated to each such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Realized Loss was allocated to such Class;


 


(iv)            fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(v)           fifth,
after the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates,
Class A-5 Certificates and Class A-SB Certificates have been reduced to zero, to the Holders of the Class A-S Certificates, in
reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates,
Class A-5 Certificates and Class A-SB Certificates on such Distribution Date), until the outstanding Certificate Balance of the
Class A-S Certificates has been reduced to zero;


 


(vi)         sixth,
to the Holders of the Class A-S Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(vii)        seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(viii)       eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class B Certificates has been reduced to zero;


 


(ix)          ninth,
to the Holders of the Class B Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(x)           tenth,
to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xi)          eleventh,
after the Certificate Balances of the Class A Certificates and Class B Certificates have been reduced to zero, to the Holders
of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of 


 



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the Class A Certificates and Class B Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class C Certificates has been reduced to zero;


 


(xii)         twelfth,
to the Holders of the Class C Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xiii)        thirteenth,
to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xiv)        fourteenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates and Class C Certificates have been reduced to
zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the
Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates,
Class B Certificates and Class C Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class
D Certificates has been reduced to zero;


 


(xv)         fifteenth,
to the Holders of the Class D Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xvi)       sixteenth,
to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xvii)       seventeenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates
have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the Certificate Balance thereof, up to
an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the
Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class E Certificates has been reduced to zero;


 


(xviii)     eighteenth,
to the Holders of the Class E Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xix)        nineteenth,
to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 






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(xx)         twentieth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and
Class E Certificates have been reduced to zero, to the Holders of the Class F Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and Class E Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class F Certificates has been reduced to zero;


 


(xxi)        twenty-first,
to the Holders of the Class F Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xxii)       twenty-second,
to the Holders of the Class G Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xxiii)      twenty-third,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates and Class F Certificates have been reduced to zero, to the Holders of the Class G Certificates, in reduction
of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates and Class F Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class
G Certificates has been reduced to zero;


 


(xxiv)      twenty-fourth,
to the Holders of the Class G Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xxv)       twenty-fifth,
to the Holders of the Class H Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xxvi)      twenty-sixth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates, Class F Certificates and Class G Certificates have been reduced to zero, to the Holders of the Class H Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D
Certificates, Class E Certificates, Class F Certificates and Class G Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class H Certificates has been reduced to zero;


 






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(xxvii)     twenty-seventh,
to the Holders of the Class H Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xxviii)    twenty-eighth,
to the Holders of the Class J Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xxix)      twenty-ninth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates, Class F Certificates, Class G Certificates and Class H Certificates have been reduced to zero, to the Holders
of the Class J Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates, Class B Certificates,
Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates and Class H Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class J Certificates has been reduced to zero;


 


(xxx)       thirtieth,
to the Holders of the Class J Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xxxi)      thirty-first,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining
in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If,
in connection with any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution
to DTC based on the receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled
principal payments are subsequently received by the Master Servicer and required to be part of the Available Funds for such Distribution
Date, the Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially
reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master
Servicer, the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in
the making of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


(b)       On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized Losses actually distributable to
the Holders of the respective Related Certificates as provided in Sections 4.01(a), 4.01(c), 4.01(e) and
4.01(h) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests is equal to
the Certificate Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest shall
be deemed to


 



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receive distributions in respect of interest in an amount equal to the Interest Distribution Amount in respect of
its Related Certificates plus a pro rata portion of the Interest Distribution Amount in respect of (i) in the case of the
Class LA1, Class LA2, Class LA3, Class LA4, Class LA5 and Class LASB Uncertificated Interests, the Class X-A Certificates, (ii)
in the case of the Class LAS and Class LB Uncertificated Interests, the Class X-B Certificates, (iii) in the case of the Class
LD Uncertificated Interest, the Class X-D Certificates, (iv) in the case of the Class LE and Class LF Uncertificated Interests,
the Class X-EF Certificates, (v) in the case of the Class LG Uncertificated Interests, the Class X-G Certificates, (vi) in the
case of the Class LH Uncertificated Interests, the Class X-H Certificates in each case, and (vii) in the case of the Class LJ
Uncertificated Interests, the Class X-J Certificates, in each case, computed based on an interest rate equal to the excess of
the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the Related Certificates and a notional amount equal to its
related Lower-Tier Principal Amount, in each case to the extent actually distributable thereon as provided in Section 4.01(a).
Amounts distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution
Amount”, and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn
from the Lower-Tier REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As
of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates
with respect thereto, as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(b) and 4.04(c).
The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount.
The pass-through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary
Statement hereto.


 


Any
amount that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier
Distribution Amount and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(d) shall
be distributed to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available
Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(c)       After
the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any further
distributions in respect of interest or principal other than reimbursement of Realized Losses (with interest as provided herein)
and other amounts provided for in this Section 4.01.


 


(d)       Funds
on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance Charges
received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case net of
any Liquidation Fees payable therefrom, shall be distributable as follows: if any Yield Maintenance Charge or Prepayment Premium
is collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date corresponding
to that Collection Period, the Certificate Administrator shall pay that Yield Maintenance Charge or Prepayment Premium in the
following manner: (i) to each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C and Class D


 



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Certificates, the product of (A) such Yield Maintenance Charge or Prepayment Premium, (B) the related Base Interest
Fraction for such Class of Certificates or Regular Interest, and (C) a fraction, the numerator of which is equal to the amount
of principal distributed to such Class of Certificates or Regular Interest for that Distribution Date, and the denominator of
which is the total amount of principal distributed to all Principal Balance Certificates for that Distribution Date, (ii) to the
Class X-A Certificates, the excess, if any, of (A) the product of (I) such Yield Maintenance Charge or Prepayment Premium and
(II) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5 and Class A-SB Certificates for that Distribution Date, and the denominator of which is the total amount
of principal distributed to all Principal Balance Certificates for that Distribution Date, over (B) the amount of such Yield Maintenance
Charge or Prepayment Premium distributed to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates
as described above, and (iii) to the Class X-B Certificates, any remaining such Yield Maintenance Charge or Prepayment Premium
not distributed as described above.


 


For
purposes of the first paragraph of this Section 4.01(d), the relevant “Base Interest Fraction” in connection
with any Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium,
and with respect to any Class of Principal Balance Certificates, shall be a fraction (A) the numerator of which is the greater
of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class for the related Distribution Date, and (ii)
the applicable Discount Rate and (B) the denominator of which is the difference between (i) the Mortgage Rate on such Mortgage
Loan and (ii) the applicable Discount Rate; provided that: (a) under no circumstances will the Base Interest Fraction be
greater than 1.0; (b) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan and
is greater than or equal to the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction
will equal zero; and (c) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan and
is less than the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction shall be equal
to 1.0. If a Mortgage Loan provides for a step-up in the Mortgage Rate, then the Mortgage Rate used in the determination of the
Base Interest Fraction will be the Mortgage Rate in effect at the time of the prepayment.


 


For
purposes of the preceding paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium
or Yield Maintenance Charge collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall
be a rate per annum equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or
Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate
(as reported by the Master Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not
used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant
Mortgage Loan or REO Loan, as the case may be, the yield calculated by the linear interpolation of the yields (as reported under
the heading “U.S. Government Securities/Treasury Constant Maturities” in Federal Reserve Statistical Release H.15
(519) published by the Federal Reserve Board for the week most recently ended before the date of the relevant prepayment (or deemed
prepayment) of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly approximating the
related Stated Maturity Date (in the case of a Mortgage Loan or REO Loan that is not related to an ARD Loan) or the


 



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 related Anticipated
Repayment Date (in the case of a Mortgage Loan or REO Loan that is related to an ARD Loan), such interpolated yield converted
to a monthly equivalent yield. If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate Administrator
shall select a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities.


 


No
Yield Maintenance Charge or Prepayment Premium shall be distributed to the Holders of the Class X-D, Class X-EF, Class X-G, Class
X-H, Class X-J, Class E, Class F, Class G, Class H, Class J, Class R or Class V Certificates. After the Certificate Balances of
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates have
been reduced to zero, all Yield Maintenance Charges and Prepayment Premiums with respect to the Mortgage Loans shall be distributed
to the Holder of the Class X-B Certificates.


 


All
distributions of Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates
on each Distribution Date pursuant to Section 4.01(d) shall first be deemed to be distributed from the Lower-Tier
REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount of principal
distributed in respect of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(b) above.


 


(e)          On
each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (other than
amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of the Regular
Certificates (in order of distribution priority) (first deeming such amounts to be distributed with respect to the Related Lower-Tier
Regular Interests) up to an amount equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed
after application of the Available Funds for such Distribution Date. Amounts paid from the Gain-on-Sale Reserve Account will not
reduce the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts remaining in the Gain-on-Sale
Reserve Account after such distributions shall be applied to offset future Realized Losses with respect to the Principal Balance
Certificates and related Realized Losses in each case allocable to the Regular Certificates. Upon termination of the Trust, any
amounts remaining in the Gain-on-Sale Reserve Account shall be distributed to the Holders of the Class R Certificates from the
Lower-Tier REMIC in respect of the Class LR Interest.


 


(f)           All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections 4.01(g), 4.01(h) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record
Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator
with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be
in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its


 



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 address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation
and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 


Each
distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall
be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with
its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners
that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating
firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners
that it represents. None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer,
the Special Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement
or applicable law.


 


(g)          Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with
respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized
Losses previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator
shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant
to Section 3.13(b) a notice in electronic format to the effect that:


 


(i)           the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or
such other location therein specified; and


 


(ii)          no
interest shall accrue on such Certificates from and after such Distribution Date.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(g) shall not have been surrendered for cancellation within six (6) months after the
time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs
and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to


 



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 the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(g).


 


(h)          Distributions
in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts and manner specified
in Section 4.01(a) or Section 4.01(c), as applicable, to the Holders of the respective Class otherwise entitled
to distributions of interest and principal on such Class on the relevant Distribution Date; provided that all distributions
in reimbursement of Realized Losses previously allocated to a Class of Certificates which has since been retired shall be to the
prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made by check mailed to the
address of each such prior Holder last shown in the Certificate Register. Notice of any such distribution to a prior Holder shall
be made in accordance with Section 13.05 at such last address. The amount of the distribution to each such prior Holder
shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby. If the check mailed to
any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested in trust for the benefit
of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in the manner contemplated
by Section 4.01(g) as if such Holder had failed to surrender its Certificates.


 


(i)           On
each Distribution Date, any Excess Interest received during the related Collection Period shall be distributed solely to the Holders
of the Class V Certificates from the Excess Interest Distribution Account. Excess Interest will not be available to pay any other
amounts except for distributions on Class V Certificates set forth in the prior sentence.


 


(j)           On
each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)           to
pay to the Master Servicer for deposit into the Collection Account, as applicable, any amounts deposited by the Master Servicer
in the Companion Distribution Account not required to be deposited therein;


 


(ii)          to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or
the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)         to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 



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(iv)         to
clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All
distributions from the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related
Companion Holder by wire transfer in immediately available funds on each Serviced Whole Loan Remittance Date (and on each additional
date required by this Agreement or the related Intercreditor Agreement) to the account of such Companion Holder or an agent therefor
appearing on the Serviced Companion Noteholder Register on the related Record Date (or, if no such account so appears or information
relating thereto is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail
to the address of such Companion Holder or its agent appearing on the Serviced Companion Noteholder Register). Any such account
shall be located at a commercial bank in the United States.


 


On
the final Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator
who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing
and that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Remittance
Date.


 


Section
4.02    Distribution
Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a) On each Distribution
Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate Administrator’s
Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto and based in part
upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting Package in
accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution
Date Statement”) which shall include:


 


(i)           the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)          the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;


 


(iii)         the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master
Servicer and the Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset Representations
Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in each case, with
respect to the Collection Period for such Determination Date together with detailed calculations of servicing compensation paid
to the Master Servicer and the Special Servicer;


 



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(iv)         the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)          the
aggregate amount of unscheduled payments received;


 


(vi)         the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such
Distribution Date;


 


(vii)        the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property and (E) for which the related
Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)       the
value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(ix)          the
Available Funds for such Distribution Date;


 


(x)           the
Interest Accrual Amount in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest
Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 


(xi)          the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Yield Maintenance
Charges (B) in the case of the Class V Certificates, Excess Interest and (C) Prepayment Premiums;


 


(xii)         the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)        the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(xiv)       the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on such
Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect of the Principal
Balance Certificates to date;


 


(xv)        the
Certificate Factor for each Class of Certificates (other than the Class R and Class V Certificates) immediately following such
Distribution Date;


 



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(xvi)       the
amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount
allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis and the total Cumulative Appraisal Reduction Amount effected in connection with such Distribution Date;


 


(xvii)      the
current Controlling Class;


 


(xviii)     the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)        a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xx)         a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxi)        all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)       in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(b) and 4.01(e);


 


(xxiii)      the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Loss;


 


(xxiv)      the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)       with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such
Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount
of any Realized Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxvi)     with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan number
of the related


 



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 Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that
determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount
of any Realized Loss allocated to the Principal Balance Certificates in respect of the related REO Loan in connection with that
determination;


 


(xxvii)    the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)   [RESERVED];


 


(xxix)      the
then-current credit support levels for each Class of Certificates;


 


(xxx)       the
aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)      a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)     a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxiii)    an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates, which information
will be provided to the Certificate Administrator by the Master Servicer; and.


 


(xxxiv)    the
amount of any Excess Interest actually received.


 


In
the case of information furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii),
(xxiv), (xxv) and (xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all
Certificates of each applicable Class and per Definitive Certificate.


 


The
Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information only by
virtue of its receipt and posting of such information to the Certificate Administrator’s website.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person
who at any time during the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses
(i) and (x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof
during which person was a Certificateholder, together with such other information as the Certificate Administrator deems
necessary or desirable, or that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to
prepare their tax returns for such calendar year. Such obligation of the Certificate Administrator shall be deemed to have
been satisfied to
the extent that substantially comparable information shall be provided by the


 



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 Certificate Administrator pursuant to any requirements
of the Code as from time to time are in force.


 


Upon
receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for
such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate
Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the
Asset Representations Reviewer.


 


(b)          [RESERVED].


 


(c)          Each
of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Master Servicer or the
Special Servicer, as applicable, with an Investor Certification or has executed a “click-through” confidentiality
agreement in accordance with Section 3.13 (which may be a licensed or registered investment advisor) to the extent such
action does not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged Information
confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability of such information
or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery requirements in this
Agreement except as set forth herein. In connection with providing access to the Master Servicer’s or Special Servicer’s
Internet website, the Master Servicer or the Special Servicer, as applicable, shall take reasonable measures to ensure that only
such parties listed above may access such information including, without limitation, requiring registration, a confidentiality
agreement and acceptance of a disclaimer. Neither the Master Servicer nor the Special Servicer, as the case may be, shall be liable
for dissemination of this information in accordance with this Agreement, and neither the Master Servicer nor the Special Servicer
shall be responsible for any information delivered, produced, or made available pursuant to Sections 3.13 and 4.02(b),
other than information produced by the Master Servicer or the Special Servicer, as applicable; provided that such information
otherwise meets the requirements set forth herein with respect to the form and substance of such information or reports. The Master
Servicer shall be entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect
to information provided, or any assumptions required to be made by such report.


 


The
Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the
Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary
for the Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate
Administrator. None of the Certificate Administrator, the Trustee or the Depositor shall have any obligation to recompute, verify
or recalculate the information provided thereto by the Master Servicer. Unless the Certificate


 



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 Administrator has actual knowledge
that any report or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized
to rely thereon in calculating and making distributions to Certificateholders in accordance with Section 4.01, preparing
the Distribution Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance
with Section 4.04.


 


Notwithstanding
the foregoing, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be
disclosed pursuant to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in
the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or
any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)          Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under
the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the
sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including any
prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 


(e)          The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)           Upon
the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either case, is
an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the Master Servicer’s
(in the case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable
satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if such information
is in the Master Servicer’s or the Special Servicer’s possession, as applicable, the Master Servicer or the Special
Servicer, shall provide or make available (or forward electronically) to the Directing Certificateholder or such Controlling Class
Certificateholder, as applicable, (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable) any Excluded


 



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 Information (available to Privileged Persons through the Certificate Administrator’s Website
but not accessible to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through the
Certificate Administrator’s Website because the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, is an Excluded Controlling Class Holder with respect to another Excluded Controlling Class Loan) relating to any
Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, is not a Borrower Party; provided that, in connection therewith, the Master Servicer or the Special Servicer
may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable
to the Master Servicer or the Special Servicer, generally to the effect that such Person is the Directing Certificateholder or
a Controlling Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which
the Master Servicer or the Special Servicer may conclusively rely. In addition, the Master Servicer and the Special Servicer shall
be entitled to conclusively rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder, as
applicable, of an Investor Certification substantially in the form of Exhibit P-1B that such Directing Certificateholder
or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan.
For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(f) shall include any applicable Excluded
Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section
4.03     P&I
Advances. (a) On or before 4:00 p.m., New York City time, on each P&I Advance Date, the Master Servicer shall (i)
remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC Distribution Account, an amount
equal to the aggregate amount of P&I Advances, if any, to be made in respect of the related Distribution Date, (ii) apply
amounts held in the Collection Account, for future distribution to Certificateholders in subsequent months in discharge of any
such obligation to make such P&I Advances or (iii) make such P&I Advances in the form of any combination of (i) and (ii)
aggregating the total amount of P&I Advances to be made. Any amounts held in the Collection Account for future distribution
and so used to make P&I Advances shall be appropriately reflected in the Master Servicer’s records and replaced by the
Master Servicer by deposit in the Collection Account on or before the next succeeding P&I Advance Date (to the extent not
previously replaced through the deposit of Late Collections of the delinquent principal and/or interest in respect of which such
P&I Advances were made). The Master Servicer shall notify the Certificate Administrator of (i) the aggregate amount of P&I
Advances to be made by the Master Servicer for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances
for such Distribution Date, on or before two (2) Business Days prior to such Distribution Date. If the Master Servicer fails to
make a required P&I Advance by 4:00 p.m., New York City time, on any P&I Advance Date, the Trustee shall make such P&I
Advance pursuant to Section 7.05 by noon, New York City time, on the related Distribution Date, unless the Master Servicer
shall have cured such failure (and provided written notice of such cure to the Trustee and the Certificate Administrator) by 11:00
a.m., New York City time, on such Distribution Date. In the event that the Master Servicer fails to make a required P&I Advance
hereunder, the Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the
related P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC®
Intellectual Property Royalty License Fee shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier


 



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REMIC Distribution Account but shall be deposited into the Collection Account for payment to CREFC® on such Distribution
Date.


 


If
the Master Servicer or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Serviced Whole
Loan, then it shall provide to the related other master servicer and Other Trustee under the Other Pooling and Servicing Agreement
written notice of the amount of such P&I Advance with respect to such Mortgage Loan within two (2) Business Days of making
such P&I Advance.


 


If
the Master Servicer or the Trustee makes a P&I Advance with respect to a Non-Serviced Mortgage Loan, then it shall provide
to the related Non-Serviced Master Servicer and Non-Serviced Trustee written notice of the amount of such P&I Advance within
two (2) Business Days of making such P&I Advance.


 


(b)          Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with
respect to any Distribution Date, and each Mortgage Loan, shall be equal to: (i) the Periodic Payments (net of related Servicing
Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced Primary Servicing Fee Rate)
other than Balloon Payments, that were due on such Mortgage Loan (including any Non-Serviced Mortgage Loan) and any related REO
Loan (other than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and were not received
as of the close of business on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer
on behalf of the Master Servicer) and (ii) with respect to each such Mortgage Loan delinquent in respect of its Balloon Payment
as of the P&I Advance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as
to which the related Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject
to subsection (c) below, the obligation of the Master Servicer to make such P&I Advances is mandatory, and with respect
to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to
a Companion Loan), shall continue until the Distribution Date on which the proceeds, if any, received in connection with a Liquidation
Event or the disposition of the REO Property, as the case may be, with respect thereto are to be distributed. No P&I Advances
shall be made with respect to any Companion Loan.


 


(c)          Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, the Master Servicer, the Special Servicer
or the Trustee shall make its determination that a P&I Advance that has been made on such Serviced Mortgage Loan is a Nonrecoverable
Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Serviced
Mortgage Loan independently of any determination made by the applicable Other Servicer or Other Trustee, as the case may be, under
the applicable Other Pooling and Servicing Agreement in respect of the related Serviced Companion Loan. If the Master Servicer,
the Special Servicer or the Trustee determines that a proposed P&I Advance with respect to a Serviced Mortgage Loan, if made,
or any outstanding P&I Advance with respect to a Serviced Mortgage Loan previously made, would be, or is, as applicable, a
Nonrecoverable Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall provide the applicable
Other Servicer written notice


 



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of such determination within two (2) Business Days of the date of such determination. If the Master
Servicer receives written notice from the related Other Servicer, as the case may be, that an Other Servicer or the Other Trustee
has determined, in accordance with the applicable Other Pooling and Servicing Agreement with respect to a Serviced Companion Loan,
that any proposed advance under the applicable Other Pooling and Servicing Agreement that is similar to a P&I Advance would
be, or any outstanding advance under such Other Pooling and Servicing Agreement that is similar to a P&I Advance is, a nonrecoverable
advance, then the Master Servicer, the Special Servicer or the Trustee may, based upon such determination, determine that any
P&I Advance previously made or proposed to be made with respect to the related Serviced Mortgage Loan will be a Nonrecoverable
P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not be required to make any additional
P&I Advances with respect to the related Serviced Mortgage Loan unless and until the Master Servicer or the Trustee, as the
case may be, determines that any such additional P&I Advances with respect to the related Serviced Mortgage Loan would not
be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related Other Servicer, as
the case may be, or otherwise. For the avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee, as the case
may be, shall have the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding
P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


With
respect to each Non-Serviced Mortgage Loan, the Master Servicer, the Special Servicer or the Trustee shall make its determination
(based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer) that a P&I
Advance that has been made on such Non-Serviced Mortgage Loan is a Nonrecoverable Advance or that any proposed P&I Advance
would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently of any determination
made by the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the Non-Serviced Trustee,
as the case may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the Master
Servicer, the Special Servicer or the Trustee determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage
Loan, if made, or any outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is,
as applicable, a Nonrecoverable Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall provide
the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written notice of such determination within two
(2) Business Days of the date of such determination. If the Master Servicer receives written notice from the related Non-Serviced
Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either has determined, or the Non-Serviced
Trustee has determined, in accordance with the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that
any proposed advance under the applicable Non-Serviced PSA that is similar to a P&I Advance would be, or any outstanding advance
under such Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance, then the Master Servicer, the Special
Servicer or the Trustee may, based upon such determination, determine that any P&I Advance previously made or proposed to
be made with respect to the related Non-Serviced Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter, in either
case, the Master Servicer and the Trustee shall not be required to make any additional P&I Advances with respect to the related
Non-Serviced Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may be, determines that any such additional
P&I Advances


 



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with respect to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination
may be as a result of consultation with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer,
as the case may be, or otherwise. For the avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee, as the
case may be, shall have the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding
P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


(d)          In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the Master
Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts then
on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related
thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date
of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) if the related Periodic
Payment is received on or before the related Due Date has passed and any applicable Grace Period has expired or (ii) if the related
Periodic Payment is received after the Determination Date but on or prior to the related P&I Advance Date. The Master Servicer
shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to Section 3.17 of this Agreement, as soon as practicably possible after funds available for such purpose are deposited in the Collection
Account.


 


(e)          Notwithstanding
the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest, Yield Maintenance Charges,
Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or make any P&I Advance with respect to any
Companion Loan and (ii) if an Appraisal Reduction Amount has been determined with respect to any Mortgage Loan (or, in the case
of a Non-Serviced Whole Loan, an “appraisal reduction amount” has been made in accordance with the related Non-Serviced
PSA and the Master Servicer has notice of such appraisal reduction amount) then in the event of subsequent delinquencies thereon,
the interest portion of the P&I Advance in respect of such Mortgage Loan for the related Distribution Date shall be reduced
(it being herein acknowledged that there shall be no reduction in the principal portion of such P&I Advance) to equal the
product of (x) the amount of the interest portion of such P&I Advance for such Mortgage Loan for such Distribution Date without
regard to this Section 4.03(e), and (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated
Principal Balance of such Mortgage Loan immediately prior to such Distribution Date, net of the related Appraisal Reduction Amount
(or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan),
if any, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such
Distribution Date. For purposes of the immediately preceding sentence, the Periodic Payment due on the Maturity Date for a Balloon
Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution Date.


 


(f)           In
no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan.


 



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Section
4.04    Allocation of
Realized Losses. (a) On each Distribution Date, immediately following the distributions to be made on such
date pursuant to Section 4.01, the Certificate Administrator shall calculate the amount, if any, by which (i) the
aggregate Stated Principal Balance (for purposes of this calculation only, not giving effect to any reductions of the Stated
Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed
Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not
otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding any portion allocable
to any related Companion Loan, if applicable) expected to be outstanding immediately following such Distribution Date, is
less than (ii) the then-aggregate Certificate Balance of the Principal Balance Certificates, after giving effect to
distributions of principal on such Distribution Date (any such deficit, the “Realized Loss”). Any
allocation of Realized Losses to a Class of Regular Certificates shall be made by reducing the Certificate Balance thereof by
the amount so allocated. Any Realized Losses so allocated to a Class of Regular Certificates shall be allocated among the
respective Certificates of such Class in proportion to the Percentage Interests evidenced thereby. The allocation of Realized
Losses shall constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement of previously
allocated Realized Losses will not constitute distributions of principal for any purpose and will not result in an additional
reduction in the Certificate Balance of the Class of Certificates in respect of which any such reimbursement is made. With
respect to any Class of Principal Balance Certificates, to the extent any Nonrecoverable Advances (plus interest thereon)
that were reimbursed from principal collections on the Mortgage Loans and previously resulted in a reduction of the Principal
Distribution Amount are subsequently recovered on the related Mortgage Loan, the amount of such recovery will be added to the
Certificate Balance of the Class or Classes of Principal Balance Certificates that previously were allocated Realized Losses,
in sequential order, in each case up to the amount of the unreimbursed Realized Losses allocated to such Class of
Principal Balance Certificates. If the Certificate Balance of any Class of Principal Balance Certificates is so increased,
the amount of unreimbursed Realized Losses of such Class of Principal Balance Certificates shall be decreased by such
amount.


 


(b)          On
each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution, as
a write-off to the extent of any Realized Losses, if any, allocable to such Certificates, as applicable, with respect to such
Distribution Date. Any such write-off shall be allocated first, to the Class J Certificates, second, to the Class
H Certificates, third, to the Class G Certificates, fourth, to the Class F Certificates, fifth, to the Class
E Certificates, sixth, to the Class D Certificates, seventh, to the Class C Certificates, eighth, to the
Class B Certificates, ninth, to the Class A-S Certificates, and then, pro rata (based on their respective
Certificate Balances), Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, in each case until the
remaining Certificate Balances of such Classes of Certificates have been reduced to zero.


 


(c)          With
respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant to Section
4.04(a) or Section 4.04(b), respectively, with respect to such Distribution Date shall reduce the Lower-Tier Principal
Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 



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Section
4.05     Appraisal
Reduction Amounts; Collateral Deficiency Amounts. (a) For purposes of (x) determining the Controlling Class (and whether
a Control Termination Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes
of removal of the Special Servicer or the Operating Advisor, Cumulative Appraisal Reduction Amounts (with respect to a Serviced
Whole Loan, to the extent allocated to the related Mortgage Loan) shall be allocated to each Class of Certificates in reverse
sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class is reduced
to zero (i.e., first, to the Class J Certificate, second, to the Class H Certificates, third, to the
Class G Certificates, fourth, to the Class F Certificates, fifth, to the Class E Certificates, sixth, to
the Class D Certificates, seventh, to the Class C Certificates, eighth, to the Class B Certificates, ninth,
to the Class A-S Certificates, and finally, pro rata based on their respective interest entitlements, to the Senior Certificates
(other than the Class X-A, Class X-B, Class X-D, Class X-EF, Class X-G, Class X-H and Class X-J Certificates).


 


As
of the first Determination Date after a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becomes an AB Modified Loan, the
Special Servicer shall calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into
account the most recent Appraisal obtained by the Special Servicer with respect to such Mortgage Loan, and all other information
in its possession relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the
Master Servicer that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the Master Servicer shall (i) promptly request
from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal
with respect to such AB Modified Loan, in addition to all other information reasonably required by the Master Servicer to calculate
whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of the first Determination Date
following receipt by the Master Servicer of the appraisal and any other information set forth in the immediately preceding clause
(i) that the Master Servicer reasonably expects to receive, calculate whether a Collateral Deficiency Amount exists with respect
to such AB Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced Special Servicer with respect
to such Non-Serviced Mortgage Loan, and all other information in its possession relevant to a Collateral Deficiency Amount determination.
Upon obtaining actual knowledge or receipt of notice by any other party to this Agreement that a Non-Serviced Mortgage Loan has
become an AB Modified Loan, such party shall promptly notify the Master Servicer thereof. None of the Master Servicer (with respect
to Mortgage Loans other than Non-Serviced Mortgage Loans), the Special Servicer (with respect to Non-Serviced Mortgage Loans),
the Operating Advisor, the Trustee or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.


 


With
respect to any Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, calculated for purposes of determining
(i) the Voting Rights of the related Classes for purposes of removal of the Special Servicer or Operating Advisor or (ii) the
Controlling Class or the occurrence and continuance of a Control Termination Event, the appraised value of the related Mortgaged
Property shall be determined on an “as is” basis.


 


The
Special Servicer (in the case of a Mortgage Loan other than a Non-Serviced Mortgage Loan) or the Master Servicer (in the case
of a Non-Serviced Mortgage Loan), shall notify the Master Servicer or the Special Servicer, as the case may be (and the Master
Servicer


 



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shall notify the Certificate Administrator) of the amount of any Appraisal Reduction Amount (which notification from
the Master Servicer to the Certificate Administrator shall be made by delivery of the CREFC® Loan Periodic Update
File in accordance with Section 3.12(d)), any Collateral Deficiency Amount and (except in the case of the Master Servicer)
any resulting Cumulative Appraisal Reduction Amount with respect to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan,
if any (which notification shall be satisfied through delivery of such Appraisal Reduction Amount, Collateral Deficiency Amount
and Cumulative Appraisal Reduction Amount as included in the CREFC® Appraisal Reduction Amount Template included
in the CREFC® Investor Reporting Package (which shall be delivered by the Master Servicer simultaneously with the
CREFC® Loan Periodic Update File in accordance with Section 3.12(d)) and the Certificate Administrator shall
promptly post notice of such Appraisal Reduction Amount, Collateral Deficiency Amount and/or Cumulative Appraisal Reduction Amount,
as applicable, to the Certificate Administrator’s Website. Based on information in its possession, the Certificate Administrator
shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change
in the Controlling Class, the Certificate Administrator shall notify the Master Servicer, the Special Servicer and the Operating
Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder and the identity
of the Controlling Class as set forth in Section 3.23(m) (the cost of obtaining such information from the Depository being
an expense of the Trust).


 


(b)          (i)
The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination
to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal
Reduction Amount or Collateral Deficiency Amount (as applicable) in respect of such Class shall have the right and, with respect
to a Serviced Whole Loan, the Other Special Servicer or Other Master Servicer shall have the right upon the request of similarly
situated holders of certificates in the related Other Securitization, at their sole expense, to require the Special Servicer to
order (or, with respect to a Non-Serviced Mortgage Loan, require the Master Servicer to request from the applicable Non-Serviced
Special Servicer) a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction
Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”).
With respect to any such Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan), the Special Servicer shall use
commercially reasonable efforts to cause such second Appraisal to be (A) delivered within thirty (30) days from receipt of the
Requesting Holders’ written request and (B) prepared on an “as-is” basis by an MAI appraiser (provided
that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders
are requesting the Special Servicer to obtain an additional Appraisal). With respect to any such Non-Serviced Mortgage Loan, the
Master Servicer shall use commercially reasonable efforts to obtain such second appraisal from the applicable Non-Serviced Special
Servicer and to forward such second appraisal to the Special Servicer.


 


(ii)          Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Master Servicer (for Collateral Deficiency Amounts
on Non-Serviced Mortgage Loans), the applicable Non-Serviced Special Servicer (for Appraisal Reduction Amounts on Non-Serviced
Mortgage Loans to the extent provided for in the applicable Non-Serviced PSA and applicable Intercreditor Agreement) and the Special
Servicer


 



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shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal,
any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) is warranted, and if so warranted,
the Special Servicer shall recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on
such supplemental Appraisal and (in the case of a Mortgage Loan other than a Non-Serviced Mortgage Loan) any information received
from the Master Servicer. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class
and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent
required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. The Holders of
an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising
any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated
as the Controlling Class (such period beginning upon receipt by the Special Servicer or the Master Servicer of any request to
obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special
Servicer, the Master Servicer or Non-Serviced Special Servicer determines that no recalculation of the Appraisal Reduction Amount
or Collateral Deficiency Amount is warranted or (B) the Special Servicer, the Master Servicer or Non-Serviced Special Servicer
recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental Appraisal,
the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall
be exercised by the next most senior Class of Control Eligible Certificates, if any.


 


(c)          With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes
taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)),
the Special Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary of the related Appraisal Reduction
Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master
Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal),
the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance,
an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal
or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall
deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior
to the occurrence and continuance of any Consultation Termination Event and (ii) other than with respect to any Excluded Loan)
the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with
Section 4.05(b) above) and receipt of information reasonably requested by the Special Servicer from the Master Servicer
necessary to calculate the Appraisal Reduction Amount that is either in the Master Servicer’s possession or reasonably obtainable
by the Master Servicer, the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence and continuance of any 


 



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Consultation
Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, the amount and calculation
or recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan, Companion
Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction
Template format; provided, however, that the Special Servicer shall not be liable for failure to comply with such
duties insofar as such failure results from a failure of the Master Servicer to provide sufficient information to the Special
Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. Such
report shall also be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced
Loan), to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the Other Servicer of
such Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder of any related Serviced
Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan). If
the Special Servicer is required to redetermine the Appraisal Reduction Amount or Collateral Deficiency Amount, such redetermined
Appraisal Reduction Amount or Collateral Deficiency Amount shall replace the prior Appraisal Reduction Amount or Collateral Deficiency
Amount, as applicable, with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the
occurrence of a Consultation Termination Event and other than with respect to any Excluded Loan, the Special Servicer shall consult
with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal
Reduction Amount or Collateral Deficiency Amount. Notwithstanding the foregoing but subject to Section 4.05(b), the Special
Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage
Loan or related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the
Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement),
as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence
of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in
calculating any Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan or related Companion
Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged
Property having occurred and affecting the validity of such Appraisal or valuation.


 


The
Master Servicer shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably
required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver
such information, within four (4) Business Days following the Special Servicer’s reasonable request therefor; provided that the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation
to use reasonable efforts to provide such information to the Special Servicer within four (4) Business Days following the Special
Servicer’s reasonable request.


 


(d)          Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan previously
subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Serviced


 



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Companion Loan and any Serviced Whole Loan, as applicable), and with
respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal
Reduction Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable
party under and in accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)          Each
Serviced Whole Loan will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan in respect of an AB Modified Loan will be allocated in accordance with the related Intercreditor Agreement
or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion
Loan (until its principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata between
the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans. Any Appraisal Reduction Amount that would impact
any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation
is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan
and the related Serviced Pari Passu Companion Loan, based upon their respective outstanding principal balances.


 


Section
4.06      Grantor
Trust Reporting. (a)       The parties intend that the portions of the Trust Fund constituting
the Grantor Trust, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion
as, a “grantor trust” under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted
consistently with this intention. In furtherance of such intention, neither the Trustee nor the Certificate Administrator shall
have the power to vary the investment of the Holders of the Class V Certificates in the Grantor Trust so as to improve their rate
of return. The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee
shall timely execute and timely return to the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor
Trust. In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service Form 1041, Form
1099 or such other form as may be applicable with the Internal Revenue Service with copies of the statements in the following
clause and (B) furnish, or cause to be furnished, to the Holders of the Class V Certificates, their allocable share of income
and expense with respect to the Excess Interest and Excess Interest Distribution Account, in the time or times and in the manner
required by the Code.


 


(b)          The
Grantor Trust is a WHFIT that is an NMWHFIT. The Certificate Administrator will report as required under the WHFIT Regulations
to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the
Certificate Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that DTC is the only “middleman”
as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator with the identities of other “middlemen”
that are Certificateholders. The Certificate Administrator shall be entitled to indemnification in accordance with the terms of
this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this paragraph
is incorrect.


 



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(c)          The
Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT Regulations
specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether any Certificateholder
uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT information to Certificateholders
annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised
or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)          The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for
any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each Holder
of a Class V Certificate, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide
the Certificate Administrator with information regarding any sale of such securities, including the price, amount of proceeds
and date of sale. Absent receipt of information regarding any sale of a Class V Certificate, including the price, amount of proceeds
and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary
market trading of WHFIT interests.


 


(e)          To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class V Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate Administrator
shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been received.
Absent the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP. The
Certificate Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely
CUSIP information.


 


Section
4.07     Investor
Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a) The Certificate Administrator
shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum”
shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and beneficial owners
of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating to the Distribution
Date Statement, (B) the Master Servicer or the Special Servicer, as the case may be, relating to the reports being made available
pursuant to Section 3.13(b) and Section 3.13(e), the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or
the related Mortgaged Properties or (C) the Operating Advisor relating to the Operating Advisor Annual Report or other reports
prepared by the Operating Advisor or actions by the Special Servicer referenced in any Operating Advisor Annual Report (each an
“Inquiry” and collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries
that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the Master
Servicer, the Special Servicer, Certificate Administrator or the Operating Advisor, as applicable, and in the case of any Inquiry
relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer or related Non-Serviced Special Servicer,
as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate person (in


 



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the case of the Master Servicer
to the following: REAM_InvestorRelations@wellsfargo.com), in each case within a commercially reasonable period of time following
receipt thereof. Following receipt of an Inquiry, the Master Servicer, the Special Servicer, the Certificate Administrator or
the Operating Advisor, as applicable, unless such party determines not to answer such Inquiry as provided below, shall reply to
the Inquiry, which reply of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall be delivered
to the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate
Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer or the related Non-Serviced
Special Servicer, as applicable; provided that the Certificate Administrator shall not be responsible for the content of
such answer or any delay or failure to obtain such answer. The Certificate Administrator shall post (within a commercially reasonable
period of time following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to the
Certificate Administrator’s Website. If the Certificate Administrator, the Master Servicer, the Special Servicer or the
Operating Advisor determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described
above, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering
any Inquiry would be in violation of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering
any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Master Servicer,
the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry would require
the disclosure of Privileged Information (subject to the Privileged Information Exception, (vi) that answering the Inquiry would
or is reasonably expected to result in a waiver of an attorney-client privilege or disclosure of attorney work product or (vii)
answering any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer such Inquiry and, in the
case of the Master Servicer, the Special Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator
of such determination. In addition, no party shall post or otherwise disclose any direct communications with the Directing Certificateholder
as part of its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in
the event that the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry
that will not be answered shall include the following statement: “Because the Pooling and Servicing Agreement provides that
the Master Servicer, the Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry
if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Pooling
and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders,
(iii) answering any Inquiry would be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering
any Inquiry would materially increase the duties of, or result in significant additional costs or expenses to the Trustee, the
Master Servicer, the Special Servicer, the Certificate Administrator or Operating Advisor, as applicable, (v) answering any Inquiry
would require the disclosure of Privileged Information, or (vi) answering any Inquiry is otherwise, for any reason, not advisable,
no inference should or may be drawn from the fact that the Master Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable
only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters or any of their respective
Affiliates. None of the Underwriters,


 



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Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee or the Operating Advisor or any of their respective Affiliates will certify to any of the information posted in the Investor
Q&A Forum and no such party shall have any responsibility or liability for the content of any such information. The Certificate
Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that
the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A
Forum will not reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s
Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to respond to any Inquiries from Certificateholders
for which its response would require the Operating Advisor to provide information to such inquiring Certificateholders that they
are otherwise not entitled to receive under the terms of this Agreement.


 


(b)          The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants authorization
to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five
(45) days from the date of such certification to persons entitled to access to the Investor Registry. Such Person shall then be
asked to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain
optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies
the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within forty-five
(45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate
Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring
or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver
and disclaimer for access to the Investor Registry.


 


(c)          The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution
Date Statements, or submit questions to the Master Servicer or the Special Servicer, as the case may be, relating to the reports
prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries
that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to
submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level
reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer,
the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer
to the following: RAInvRequests@wellsfargo.com), in each case within a commercially reasonable period of time following receipt
thereof. Following receipt of a Rating


 



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 Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the Special
Servicer, as the case may be, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by
email to the Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period of
time following receipt of such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable)
to the Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response
to an inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s Website.
If the Certificate Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that
(i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or any
Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an
attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would
materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the
Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special
Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate
Administrator) that the performance of such duties or the payment of such costs and expenses is beyond the scope of its duties
in its capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement, it shall
not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by email of such
determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was
not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider will not be liable for
the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum and Document Request Tool
shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool will
be attributable only to the respondent, and shall not be deemed to be answers from any other person. None of the Underwriters,
the Depositor, or any of their respective Affiliates will certify to any of the information posted in the Rating Agency Q&A
Forum and Document Request Tool and no such party shall have any responsibility or liability for the content of any such information.
The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s Website any Rating Agency
Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial
in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other communications
that are not submitted via the 17g-5 Information Provider’s Website.


 


Section
4.08      Secure
Data Room. (a) The Certificate Administrator shall create a Secure Data Room and the Depositor shall, upon the receipt
of each Mortgage Loan Seller’s Diligence File Certification and within 120 days following the Closing Date, deliver to the
Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded by the Mortgage
Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate Administrator shall promptly upload the contents of
each Diligence File actually received by it to the Secure Data Room. Access to the Secure Data Room shall be granted by the Certificate
Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction of the Depositor, in each case,
upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification substantially
in the form of


 



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Exhibit
RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate
Administrator’s website). In no case whatsoever shall Certificateholders be permitted to access the Secure Data Room. For
the avoidance of doubt, the Certificate Administrator shall be under no obligation to post any documents or information to the
Secure Data Room other than the contents of the Diligence Files initially delivered to it by the Depositor.


 


(b)          The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the
type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to
the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the
Secure Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such
document or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical
or electronic copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator
shall not be responsible or held liable for any other Person’s use or dissemination of the documents or information contained
on the Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or
willful misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan
basis and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its
duties and responsibilities under this Agreement.


 


(c)          Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part
of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased
or otherwise removed from the Trust, the Special Servicer may direct the Certificate Administrator in writing to delete the Diligence
File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate Administrator
shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust pursuant
to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data Room. Upon deletion,
in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


[End
of Article IV]


 


Article
V



THE CERTIFICATES


 



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Section
5.01     The
Certificates. (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits A-1 through and including A-3, with such appropriate insertions, omissions, substitutions and other variations as are required
or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or
convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required by law, or as may, consistently herewith, be determined by
the officers executing such Certificates, as evidenced by their execution thereof. The Class X-A and Class X-B Certificates will
be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000 and in integral multiples
of $1.00 in excess thereof. The Class X-D, Class X-EF, Class X-G, Class X-H and Class X-J Certificates will be issuable only in
minimum Denominations of authorized initial Notional Amount of not less than $500,000 and in integral multiples of $1.00 in excess
thereof. The Registered Certificates (other than the Class X-A Certificates and Class X-B Certificates) will be issuable only
in minimum Denominations of authorized initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00
in excess thereof. The Non-Registered Certificates (other than the Class X-D, Class X-EF, Class X-G, Class X-H, Class X-J, Class
R and Class V Certificates) will be issuable in minimum Denominations of authorized initial Certificate Balance of not less than
$100,000, and in integral multiples of $1.00 in excess thereof. If the Original Certificate Balance or initial Notional Amount,
as applicable, of any Class does not equal an integral multiple of $1.00, then a single additional Certificate of such Class may
be issued in a minimum denomination of authorized initial Certificate Balance or initial Notional Amount, as applicable, that
includes the excess of (i) the Original Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii)
the largest integral multiple of $1.00 that does not exceed such amount. The Class V Certificates shall be issued, maintained
and transferred in minimum percentage interests of 5% of such Class V Certificates and in integral multiples of 1% in excess thereof.
The Class R Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class R Certificates
and in integral multiples of 1% in excess thereof.


 


(b)          One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section
5.02      Form
and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant
to an effective registration statement under the Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other
than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to an affiliate of Prime Finance CMBS B-Piece Holdco
VI, L.P.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws,
then the following subsections (a)-(d) shall apply.


 



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(a)          Each
Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions
in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive,
fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the
Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for
the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents
holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the
commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary
Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted
Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related
Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set
forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary
Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream,
as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions
due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders
of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same
Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate
or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of
the Certificate Registrar, as custodian for the Depository, as hereinafter provided;


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the
Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National
Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the
authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo
Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent,
which may be the Trustee or an Affiliate thereof.


 


(b)          Certificates
of each Class of Non-Registered Certificates offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall
be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the
Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository.
The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments
made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 



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(c)          Except
as set forth in the following paragraph, certificates of each Class of Non-Registered Certificates that are initially offered
and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book
Entry Certificates”) shall be in the form of Definitive Certificates, substantially in the applicable form set forth
as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who
shall deliver the certificates for such Non-Book Entry Certificates to the respective beneficial owners or owners. For the avoidance
of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates.


 


Notwithstanding
anything to the contrary contained herein, Class D Certificates that are initially offered and sold to ROC Debt Strategies II
Investment Holdings LLC on the Closing Date may be represented by Rule 144A Book-Entry Certificates upon delivery to the Depositor
of an Investment Representation Letter. Any subsequent transfer thereof shall be done in accordance with the provisions set forth
herein.


 


(d)          Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or
ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within
ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to
enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding
it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a
Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i)
or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender
by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration,
the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case
of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne
by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates
as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry
Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry
records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates
will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through
the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all
references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments,
notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.


 



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Section
5.03     Registration
of Transfer and Exchange of Certificates. (a)        The Certificate Administrator
shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject
to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the
“Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among
other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of each Class of
Non-Registered Certificates represented by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate
and a Rule 144A Book-Entry Certificate and accepting Certificates for exchange and registration of transfer and (ii) transmitting
to the Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders. No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of Transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in this Section 5.03.


 


(b)          Subject
to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)          Rule
144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the
Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during
the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary Regulation
S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of the same
Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial
interest in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who
shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A


 



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Book-Entry Certificate, and to debit, or cause
to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(d)          Rule
144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the
Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry
Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required
to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to the
rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest
in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.07, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant
directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry Certificate
in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given
in accordance with the Depository’s procedures containing information regarding the participant account of the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit J hereto given by the holder of such beneficial
interest stating (A) that the transfer of such interest has been made in compliance with the transfer restrictions applicable
to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the transferee is otherwise entitled
to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry Certificate, without
any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel to such
effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct
the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase,
or cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance
of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account
of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of
the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged
or transferred.


 


(e)          Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If a holder
of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the
same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such
holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository,


 



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exchange
or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same
Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit
or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain
information regarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer
of an interest in the Regulation S Book-Entry Certificate, information regarding the participant account of the Depository to
be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Book-Entry Certificate
for an interest in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit
K hereto given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary
Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Book-Entry Certificate
is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit
C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an “Investment
Representation Letter”) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule
144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance
of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, and the Certificate
Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account
of the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to
debit, or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)           Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial interest in such
Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository
for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate,
representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged
for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream
of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive
evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant
to


 



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the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary
Regulation S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall
endorse the Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby
by the amount so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in
the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry
Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement
as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)          Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than a Class R Certificate)
wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of
the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof
in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2)
instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial
interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate
to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited
with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable Book-Entry Certificate
is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto (in the event that the applicable
Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O hereto (in the event that
the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate Registrar, as registrar,
shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate
and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained
by such transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate by the
aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited,
to the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal
to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor
(which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall execute any instrument
as may be reasonably required by the Depository to effect such exchange.


 


(h)          Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by
Section 5.02(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A Book-Entry
Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a transferee of a Non-Book
Entry Certificate (or any portion thereof). 


 



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(i)           Other
Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be
exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


(j)           Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers
made pursuant to the provisions of subsection (e) above.


 


(k)       
  If Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered
Certificates so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless
there is delivered to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that
neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply
with the provisions of Rule 144A or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate
Registrar shall authenticate and deliver Certificates that do not bear such legend.


 


(l)           All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)         With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer
to the Initial Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received
either (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially in the form of
Exhibit F-1 attached hereto, to the effect that such proposed purchaser or transferee is not and will not be (A) an employee
benefit plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental
plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election has been
made under Section 410(d) of the Code or any other plan subject to any federal, state or local law (“Similar Law”)
which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or
(B) a person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan
assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its general account under circumstances
whereby the purchase and holding of such Certificates by such insurance company would be exempt from the prohibited transaction
provisions of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the case of
a Plan subject to Similar Law, would not result in a non-exempt violation of Similar Law) or (ii) if such Certificate is presented
for registration in the name of a purchaser or transferee that is any of the foregoing, an Opinion of Counsel in form and substance
satisfactory to the Trustee and Certificate Administrator and


 



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the Depositor to the effect that the acquisition and holding of
such Certificate by such purchaser or transferee will not constitute or result in a non-exempt “prohibited transaction”
within the meaning of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Initial Purchasers, the Underwriters, the Operating
Advisor or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the
Code or any such Similar Law) in addition to those set forth in the Agreement. The Trustee and Certificate Administrator shall
not register the sale, transfer, pledge or other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate
Administrator have received either the representation letter described in clause (i) above or the Opinion of Counsel described
in clause (ii) above. The costs of any of the foregoing representation letters or Opinions of Counsel shall not be borne
by any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Initial Purchasers,
the Underwriters, the Operating Advisor or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed
to represent that it is not and will not become a Person specified in clauses (i)(A) or (i)(B) above. Any transfer,
sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction
under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(m) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law.


 


(n)          No
Class R or Class V Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be
a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) to purchase such Class R or Class V Certificate. Each prospective transferee of a Class
R or Class V Certificate shall deliver to the transferor and the Certificate Administrator a representation letter, substantially
in the form of Exhibit F-2, stating that the prospective transferee is not and will not become a Plan or a person acting
on behalf of or using the assets of a Plan. Any attempted or purported transfer in violation of these transfer restrictions shall
be null and void ab initio and shall vest no rights in any purported transferee and shall not relieve the transferor of
any obligations with respect to the applicable Certificates.


 


Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)           Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person who is acting as
an agent of a Person who is not a Permitted


 



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Transferee shall be void ab initio and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest
as soon and as fully as possible.


 


(ii)          No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor,
an affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed
transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically
has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as
the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest,
(3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4)
the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any
other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not
provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted
Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee,
and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(n)
and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor
substantially in the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed transferor
has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know
that the proposed transferee’s statements in its Transferee Affidavit are false.


 


(iii)         Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed
transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, that the Certificate Registrar shall not be required to conduct any independent investigation to determine whether
a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to
any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than sixty (60) days after a request for information from the transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service
and the transferor of such Residual Ownership Interest or such agent such information necessary to the


 



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application of Section
860E(e) of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated
excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election
of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information
to the transferor or to such agent referred to above; provided, however, that such Persons shall in no event be
excused from furnishing such information.


 


(o)          The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(p)          Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements
respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be
required for such withholding, and the Certificateholders shall be required to provide the Certificate Administrator with
such forms and such other information reasonably required by the Certificate Administrator. If the Certificate Administrator
does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder or
payee pursuant to federal withholding requirements, the Certificate Administrator shall indicate the amount withheld to such
Person. Such amounts shall be deemed to have been distributed to such Persons for all purposes of this Agreement.


 


(q)          Each
Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:


 


(i)           Such
Certificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate for its own account
or for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the sale of the Non-Registered
Certificates to it is being made in reliance on Rule 144A, (B)(i)(except with respect to the Class R Certificates) is an Institutional
Accredited Investor that is not a Qualified Institutional Buyer and that is purchasing such Non-Registered Certificate for its
own account or for the account of another Institutional Accredited Investor, and (ii) is not acquiring such Non-Registered Certificate
with a view to any resale or distribution of such Non-Registered Certificate other than in accordance with the restrictions set
forth in this Section 5.03, or (C) (except with respect to the Class R Certificates) is an institution that is not a United
States Securities Person, and is purchasing such Non-Registered Certificate in an Offshore Transaction.


 


(ii)          Such
Certificate Owner understands that the Non-Registered Certificates have not been and will not be registered or qualified under
the Securities Act or any state or foreign securities laws and may not be reoffered, resold, pledged or otherwise transferred
except (A) to a person whom the purchaser reasonably believes is a Qualified Institutional Buyer in a transaction meeting the
requirements of Rule 144A, (B) (except with respect to the Class R Certificates) to an institution that is a non-United States
Securities Person in an Offshore Transaction in accordance with Rule 903 or 904 of Regulation S, or (C) (except with respect to
the Class R Certificates) to an Institutional


 



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Accredited Investor that is not a Qualified Institutional Buyer, and in each case,
in accordance with any applicable federal securities laws and any applicable securities laws of any state of the United States
or any other jurisdiction.


 


(iii)         Such
Certificate Owner understands that, if the purchaser of a Non-Registered Certificate is not a Qualified Institution Buyer or a
non-United States Securities Person, the Non-Registered Certificates purchased by such purchaser may not be transferred in book-entry
form and may be transferred in physical form only in compliance with the restrictions in clause (ii)(C) above and no such
transfer of the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the purchaser provides certification
that the transfer complies with such restrictions, as described in this Section 5.03.


 


(iv)         Such
Certificate Owner is duly authorized to purchase the Non-Registered Certificates and its purchase of investments having the characteristics
of the Non-Registered Certificate is authorized under, and not directly or indirectly in contravention of, any law, rule, regulation,
charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments
that is applicable to such Certificate Owner.


 


Section
5.04     Mutilated,
Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate Registrar,
or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b)
there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless, then,
in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any
new Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover
any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section
5.05     Persons
Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and
none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar or any
agent of any of them shall be affected by any notice to the contrary; provided, however, that to the extent that
a party to this Agreement responsible for distributing any report, statement or other information required to be distributed to
Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement
or other information to such beneficial owner (or prospective transferee).


 



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Section
5.06     Access to List of
Certificateholders’ Names and Addresses; Special Notices. (a) The Certificate Registrar shall maintain in as
current form as is reasonably practicable the most recent list available to it of the names and addresses of the
Certificateholders. If any Certificateholder that has provided an Investor Certification (i) requests in writing from the
Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certificateholder
desires to communicate with other Certificateholders with respect to its rights under this Agreement or under the
Certificates and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then the
Certificate Registrar shall, within ten (10) Business Days after the receipt of such request, furnish such Certificateholder
(at such Certificateholder’s sole cost and expense) a current list of the Certificateholders. In addition, upon written
request to the Certificate Administrator of any Certificateholder or Certificate Owner (if applicable) that has provided an
Investor Certification, the Certificate Administrator shall promptly notify such Certificateholder or Certificate Owner of
the identity of the then-current Directing Certificateholder. Every Certificateholder, by receiving and holding a
Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure of any such
information as to the list of the Certificateholders hereunder, regardless of the source from which information was derived.
The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the
Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time upon request
therefor.


 


(b)          (i)
The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request
was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may
use to contact the requesting Certificateholder or Certificate Owner. It is hereby understood that a disclosure in substantially
the following form shall be deemed to satisfy the requirements in the preceding sentence: “On [date], the Certificate Administrator
received from [name], a Certificateholder or Certificate Owner, a request to communicate with other Certificateholders and Certificate
Owners in the securitization transaction to which this report on Form 10-D relates (the “Securitization”). The requesting
Certificateholder or Certificate Owner is interested in communicating with other Certificateholders and Certificate Owners with
regard to the possible exercise of rights under the pooling and servicing agreement governing the Securitization. Other Certificateholders
and Certificate Owners may contact the requesting Certificateholder or Certificate Owner at [telephone number], [email address]
and/or [mailing address].”


 


(ii)          In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the
Certificateholder or Certificate


 



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Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with
respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following documents confirming ownership
of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer or another document acceptable
to the Certificate Administrator that is similar to any of the foregoing documents). The Certificate Administrator shall not have
any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate
and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with
any request to communicate will be paid by the Trust.


 


Section
5.07     Maintenance of Office or Agency.
The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency or agencies where Certificates
may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Certificate Registrar
in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially designates its office at
600 South 4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479-0113 as its office for such
purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any change
in the location of the Certificate Register or any such office or agency.


 


Section
5.08     Appointment
of Certificate Administrator. (a) Wells Fargo Bank, National Association is hereby initially appointed Certificate
Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated, the Trustee
shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the obligations
of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.


 


(b)          The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)          The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the
REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)          The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 



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(e)          The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)       
   The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the
Special Servicer or the Depositor.


 


Section
5.09     [RESERVED].


 


Section
5.10     Voting Procedures. With respect
to any matters submitted to Certificateholders for a vote, the Certificate Administrator shall administer such vote through the
Depository with respect to Book-Entry Certificates and directly with registered Holders by mail with respect to Definitive Certificates.
In each case, such vote shall be administered in accordance with the following procedures, unless different procedures are otherwise
described herein with respect to a specific vote:


 


(a)          Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The
notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered
Holders of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)          In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking
into consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and
shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)           The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the


 



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voting deadline shall not be
counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of
the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition
and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the
date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest
error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)          Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(e)          If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and
the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End
of Article V]


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING
CERTIFICATEHOLDER


 


Section
6.01     Representations, Warranties and Covenants
of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer. (a) The Master
Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Special Servicer, the
Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)           The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents,


 



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(B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


(iii)          The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)          The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


(vi)         No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;


 


(vii)         The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)       No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been


 



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obtained,
made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the
lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material
adverse effect on the performance by the Master Servicer under this Agreement.


 


(b)          The
Special Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit
of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer,
the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)           The
Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Florida, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to
the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect the ability of the Special Servicer to perform
its obligations under this Agreement;


 


(iii)          The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)          The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory


 



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authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform
its obligations under this Agreement;


 


(vi)         No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer, which
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this
Agreement;


 


(vii)        The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such
risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)          The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer, as
of the Closing Date, that:


 


(i)           The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of Georgia, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C)
violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which,
in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or its financial condition;


 



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(iii)          The
Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)          The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)         The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07;


 


(vii)        No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor, which
would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this
Agreement; and


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of
its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the
Operating Advisor to perform its obligations hereunder.


 


(d)          The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 



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(i)           The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of Georgia, and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C) above, is likely to materially and
adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its
financial condition;


 


(iii)          The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed
by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)          The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)         No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 



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(vii)        The
Asset Representations Reviewer has errors and omissions coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)          The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)           The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of
this Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any
Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section
6.01 which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party
discovering such breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and,
prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder.


 


Section
6.02      Liability
of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer.
The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer shall be
liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the
Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer herein.


 


Section
6.03     Merger,
Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations
Reviewer. (a) Subject to subsection (b) below, each of the Depositor, the Master Servicer and the Special Servicer
will keep in full effect its existence, rights and franchises as an entity under the laws of the jurisdiction of its incorporation
or organization, and each will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in
which qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans or Companion Loans and to perform its respective duties under this Agreement.


 


(b)          Each
of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer may
be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to
all or


 



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 substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the
case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding
to the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases,
the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper (other
than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance
with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that with respect to such merger, consolidation or succession, Rating Agency
Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to any class of
Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates as described in Section 3.25); provided, further, that if the Master Servicer, the Special Servicer
or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer or the Operating Advisor, as applicable,
is the surviving entity under applicable law, the Master Servicer, the Special Servicer or the Operating Advisor, as applicable,
shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes
of Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings; provided, further,
that for so long as the Trust, and, with respect to any Serviced Companion Loan included as part of the trust in a related Other
Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer or
the Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation,
conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies
the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor
in such Other Securitization, as the case may be, has discovered that such successor entity has not complied with its Exchange
Act reporting obligations under any other commercial mortgage loan securitization (and specifically identifying the instance of
noncompliance), then it shall be an additional condition to such succession that the Depositor or the depositor in such Other
Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such
successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master
Servicer, the Special Servicer or the Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated
with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if
such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer or Operating Advisor, as
applicable, is the surviving entity of such merger,


 



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consolidation or transfer and has been and continues to be in compliance with
its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer, which
consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery of the Merger Notice to
the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor or depositor in such Other Securitization,
as the case may be, shall have failed to notify the Master Servicer or the Special Servicer, as applicable, in writing of the
Depositor’s determination, or depositor’s determination, in the case of an Other Securitization, to grant or withhold
such consent, such failure shall be deemed to constitute a grant of such consent. If the conditions to the provisions in the second
preceding sentence are not met, the Trustee may terminate, and if the conditions set forth in the third proviso of the third preceding
sentence are not met the Trustee shall terminate, the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant
hereto, such termination to be effected in the manner set forth in Section 7.01.


 


(i)           The
Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


(ii)          Any
Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or
consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset
Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have
assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person.


 


Section
6.04     Limitation on Liability of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others. (a)
None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer or any of the partners, directors, officers, shareholders, members,
managers, employees or agents of any of the foregoing shall be under any liability to the Trust, the Certificateholders or the
Companion Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement,
or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer or any such Person against any breach of warranties or representations made herein or any liability which would otherwise
be imposed by reason of willful misconduct, bad faith or negligence in the performance of such party’s duties or by reason
of negligent disregard of such party’s obligations and duties hereunder. The Depositor, the Master Servicer (including in
its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and any partner, director, officer, shareholder, member, manager, employee or agent of the


 



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Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Operating Advisor or the Asset
Representations Reviewer, and any of the partners, directors, officers, shareholders, members, managers, employees or agents of
any of the foregoing may rely on any document of any kind which, prima facie, is properly executed and submitted by any
Person respecting any matters arising hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor and any partner, director,
officer, shareholder, member, manager, employee or agent of any of the foregoing shall be indemnified and held harmless by the
Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and
any other costs, liabilities, fees and expenses incurred in connection with any actual or threatened legal or administrative action
(whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates,
other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred
in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful
misconduct or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such
obligations or duties; or (iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members,
managers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law.
In addition, absent actual fraud (as determined by a final non-appealable court order), neither the Trustee nor the Certificate
Administrator (including in its capacity as Custodian, Certificate Registrar and 17g-5 Information Provider) shall be liable for
special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits),
even if the Trustee or the Certificate Administrator has been advised of the likelihood of such loss or damage and regardless
of the form of action. Each of the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special
Servicer, the Asset Representations Reviewer and the Operating Advisor conclusively may rely on, and shall be protected in acting
or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other
document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in
good faith believed by the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer,
the Asset Representations Reviewer or the Operating Advisor to be genuine and to have been signed or presented by the proper party
or parties and each of them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall
be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good
faith and in accordance with such advice or Opinion of Counsel.


 


(b)          None
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any
legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its
respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable from
the Trust; provided, however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer may in its discretion undertake any such action,


 



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proceeding, hearing or examination
that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of
a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of such Serviced
Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan
are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan
in accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection Account
if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities
relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable,
will be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event,
the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor shall be entitled to
be reimbursed therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection Account
(including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)          Each
of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related Serviced
Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
(including in its capacity as Companion Paying Agent, if applicable) (in the case of the Special Servicer), the Special Servicer
(in the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee
or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising
from or as a result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the
case may be, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the
Master Servicer or the Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach of
any representations or warranties made herein by the Master Servicer or the Special Servicer, as applicable. The Trustee, the
Certificate Administrator, the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Master Servicer or the Special Servicer, as applicable, if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Master Servicer or the
Special Servicer, as the case may be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee,
the Certificate Administrator or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly
pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure
to so notify the Master Servicer or the Special Servicer, as the case may be, shall not affect any rights any of the foregoing
Persons may have to indemnification under this Agreement or otherwise, unless the Master Servicer’s or the Special Servicer’s,
as the case may be, defense of such claim is materially prejudiced thereby.


 



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The
Master Servicer and the Special Servicer shall indemnify and hold harmless the Depositor from and against any claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred
by the Depositor or its Affiliates that arise out of or are based upon, severally and not jointly (i) a breach by the Master Servicer
or the Special Servicer, as applicable, of any obligation it has to deliver information to the 17g-5 Information Provider as set
forth in this Agreement, including Section 3.07(a), Section 3.08, Section 3.09(e), Section 3.12, Section
3.17(c) and Section 3.18(g) or (ii) a breach by the Master Servicer or the Special Servicer, as applicable, of any
obligation it has set forth in Sections 3.13(d), (g) and (i).


 


(d)          Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Certificate
Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor,
the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or
agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising
from or as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively,
in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the
Certificate Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Depositor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate
Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations Reviewer
or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Trustee or the Certificate Administrator shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s defense of such claim is
materially prejudiced thereby.


 


(e)          The
Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and
against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any
other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of
negligent disregard by the Depositor of its duties


 



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and obligations hereunder or by reason of breach of any representations or
warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor,
as the case may be, shall immediately notify the Depositor if a claim is made by a third party with respect to this Agreement,
whereupon the Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including
in its capacity as Companion Paying Agent, if applicable) or the Special Servicer, as the case may be) and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing
Persons may have to indemnification under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially
prejudiced thereby.


 


(f)           The
Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and
against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any
other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by
reason of negligent disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the
case may be, shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense
of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay
all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any
rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s
defense of such claim is materially prejudiced thereby.


 


(g)          Neither
the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and
duties hereunder.


 



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(h)          The
Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if
applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and
against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any
other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement
or by reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason
of breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor,
as the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations
Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its
capacity as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Asset Representations Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification under this
Agreement or otherwise, unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 


(i)           The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating Advisor
(if any), Non-Serviced Depositor, Non-Serviced Certificate Administrator and Non-Serviced Trustee, and any of their respective
partners, directors, officers, shareholders, members, managers, employees or agents (collectively, the “Non-Serviced
Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s pro rata
share (subject to the applicable Non-Serviced Intercreditor Agreement) of any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with the servicing
and administration of a Non-Serviced Whole Loan and the related Non-Serviced Mortgaged Property under the applicable Non-Serviced
PSA (as and to the same extent the applicable Non-Serviced Trust is required to indemnify such parties in respect of other mortgage
loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced PSA).


 


The
indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Master
Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or the Asset Representations Reviewer.


 


(j)           For
purposes of this Section 6.04 and Section 11.12, the Master Servicer or Special Servicer, as the case may be, will
be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their respective


 



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obligations and duties hereunder or acted in negligent disregard of such obligations and duties if the Master Servicer or the
Special Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer or the Special
Servicer, as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would or potentially
would cause an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions
of the Code (for which determination the Master Servicer and the Special Servicer will be entitled to rely on advice of counsel,
the cost of which will be reimbursed as an additional expense of the Trust).


 


Section
6.05    Depositor, Master Servicer and Special
Servicer Not to Resign. Subject to the provisions of Section 6.03, neither the Master Servicer nor the Special
Servicer shall resign from their respective obligations and duties hereby imposed on each of them except upon (a) determination
that such party’s duties hereunder are no longer permissible under applicable law or (b) in the case of the Master Servicer
or the Special Servicer, upon the appointment of, and the acceptance of such appointment by, a successor (which may be appointed
by the resigning Master Servicer or Special Servicer, as applicable), and receipt by the Certificate Administrator and the Trustee
of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25). Any such determination
permitting the resignation of the Master Servicer or the Special Servicer pursuant to clause (a) above shall be evidenced
by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee and (prior to the occurrence
of a Consultation Termination Event) the Directing Certificateholder. Unless applicable law requires the resignation of the Master
Servicer or the Special Servicer (as the case may be) to be effective immediately, and the Opinion of Counsel delivered pursuant
to the prior sentence so states, no such resignation by the Master Servicer or the Special Servicer under clause (a) above
shall become effective until the Trustee or a successor master servicer or special servicer, as applicable, shall have assumed
the Master Servicer’s or the Special Servicer’s, as applicable, responsibilities and obligations in accordance with
Section 7.02 and no such resignation by the Master Servicer or the Special Servicer shall become effective until the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been
completed with respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c)) or resignation
of the Master Servicer or the Special Servicer, pursuant to this Section 6.05, the Master Servicer or the Special Servicer,
as applicable, shall have the right and opportunity to appoint any successor master servicer or special servicer with respect
to this Section 6.05; provided that, such successor master servicer or special servicer shall not be the Asset Representations
Reviewer, the Operating Advisor or one of their respective Affiliates and (prior to the occurrence and continuance of a Control
Termination Event) such successor special servicer is approved by the Directing Certificateholder, such approval not to be unreasonably
withheld. The resigning party shall pay all reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket costs
and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this
Section 6.05. Except as provided in Section 7.01(c), in no event shall the Master Servicer or the Special


 



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Servicer
have the right to appoint any successor master servicer or special servicer if the Master Servicer or Special Servicer, as applicable,
is terminated or removed pursuant to Section 7.01.


 


Section
6.06     Rights of the Depositor in Respect of
the Master Servicer and the Special Servicer. The Depositor may, but is not obligated to, enforce the obligations of
the Master Servicer and the Special Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform,
any defaulted obligation of the Master Servicer and the Special Servicer hereunder or exercise the rights of the Master Servicer
or the Special Servicer, as applicable, hereunder; provided, however, that the Master Servicer and the Special Servicer
shall not be relieved of any of their respective obligations hereunder by virtue of such performance by the Depositor or its designee.
The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer or the Special
Servicer and is not obligated to supervise the performance of the Trustee, the Master Servicer, the Operating Advisor or the Special
Servicer under this Agreement or otherwise.


 


Section
6.07     The Master Servicer and the Special Servicer
as Certificate Owner. The Master Servicer, the Special Servicer or any Affiliate thereof may become the Holder of (or,
in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate with (except as otherwise set forth
in the definition of “Certificateholder”) the same rights it would have if it were not the Master Servicer,
the Special Servicer or an Affiliate thereof.


 


Section
6.08     The Directing Certificateholder.
(a) Other than with respect to any Serviced AB Whole Loan that is not subject to an AB Control Appraisal Period, for so long as
no Control Termination Event has occurred and is continuing, the Directing Certificateholder shall be entitled to advise (1) the
Special Servicer with respect to all Major Decisions for Specially Serviced Loans (other than any Excluded Loan), (2) the Special
Servicer with respect to all Non-Specially Serviced Loans (other than any Excluded Loan), as to all Major Decisions and (3) the
Master Servicer to the extent the Directing Certificateholder’s consent is required by clauses (i), (iii),
(iv), (v), (vi), (viii), (x), (xi) and (xiii) of the definition of Master Servicer
Decision, and notwithstanding anything herein to the contrary, except as set forth in, and in any event subject to, the second
and third paragraphs of this Section 6.08, for so long as no Control Termination Event has occurred and is continuing,
the Special Servicer shall only be permitted to take any of the following actions (each, a “Major Decision”)
as to which the Directing Certificateholder has consented in writing within ten (10) Business Days after the Directing Certificateholder’s
receipt of the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing
Certificateholder, and reasonably available to the Special Servicer in order to grant or withhold such consent (provided
that if such written consent has not been received by the Special Servicer within such ten (10) Business Day period, then the
Directing Certificateholder will be deemed to have approved such action):


 


(i)           any
proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership
of properties securing any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Serviced Companion Loan that comes into
and continues in default;


 


(ii)          any
modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including,


 



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without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan or
Serviced Whole Loan other than in connection with a maturity default if a refinancing or sale is expected within 120 days as provided
in clause (ix) of the definition of Master Servicer Decision;


 


(iii)         following
a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies, including the
acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise, under the related
Mortgage Loan documents;


 


(iv)         any
sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with the termination
of the Trust) or in accordance with Section 3.16(a)(iii) of this Agreement and the related Intercreditor Agreement, in
each case, for less than the applicable Purchase Price;


 


(v)          any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous material
located at an REO Property;


 


(vi)         any
release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than if required pursuant
to the specific terms of the related Mortgage Loan documents;


 


(vii)        any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged
Property or interests in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer or incurrence
of debt as described under clause (xiv) of the definition of Master Servicer Decision or as may be effected (I) without the consent
of the lender under the related loan agreements, (II) pursuant to the specific terms of such Mortgage Loan and (III) for which
there is no lender discretion;


 


(viii)       any
property management company changes with respect to a Mortgage Loan, including, without limitation, approval of the termination
of a manager and appointment of a new property manager, in each case, if the replacement property manager is a Borrower Party;


 


(ix)         any
franchise changes with respect to a Mortgage Loan for which the lender is required to consent or approve such changes under the
related Mortgage Loan documents;


 


(x)        
 other than in the case of any Non-Specially Serviced Loan, releases of any material amounts from any escrow accounts, Reserve
Funds or Letters of Credit, in each case, held as performance escrows or reserves, other than those required pursuant to the
specific terms of the related Mortgage Loan documents and for which there is no lender discretion;


 



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(xi)       any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor releasing
a Mortgagor or guarantor from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan
other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


(xii)       other
than in the case of any Non-Specially Serviced Loan, any modification, amendment, consent to a modification or waiver of any material
term of any Intercreditor Agreement, co-lender or similar agreement with any mezzanine lender, subordinate debt holder or Pari
Passu Companion Loan Holder related to a Mortgage Loan or Whole Loan, or any action to enforce rights (or decision not to enforce
rights) with respect thereto; provided, however, that any such modification or amendment that would adversely impact
the Master Servicer shall additionally require the consent of the Master Servicer as a condition to its effectiveness;


 


(xiii)       any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor;


 


(xiv)       agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection with a defeasance
if such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the type of defeasance collateral
required under the Mortgage Loan or Serviced Whole Loan documents such that defeasance collateral other than direct, non-callable
obligations of the United States would be permitted or (B) a modification that would permit a principal prepayment instead of
defeasance if the applicable Mortgage Loan documents do not otherwise permit such principal prepayment;


 


(xv)       determining
whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, amendment or subordination,
non-disturbance and attornment agreement or entry into a new Ground Lease; and


 


(xvi)       other
than in the case of any Non-Specially Serviced Loan, approval of any waiver regarding the receipt of financial statements (other
than immaterial timing waivers including late financial statements which in no event relieve any Mortgagor of the obligation to
provide financial statements on at least a quarterly basis) following three consecutive late deliveries of financial statements;


 


provided,
however, that, in the event that the Special Servicer or the Master Servicer, as the case may be, determines that immediate
action, with respect to the foregoing matters, or any other matter requiring consent of the Directing Certificateholder prior
to the occurrence and continuance of a Control Termination Event in this Agreement (or any matter requiring consultation with
the Directing Certificateholder or the Operating Advisor), is necessary to protect the interests of the Certificateholders (or,
with respect to any Serviced Whole Loan, the interest of the Certificateholders and the holders of any related Serviced Companion
Loan) (as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans)), the Special
Servicer or the Master Servicer, as the case may be, may take any such action without waiting for the Directing Certificateholder’s
response (or without waiting to


 



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 consult with the Directing Certificateholder or the Operating Advisor, as the case may be); provided that the Special Servicer or the Master Servicer, as the case may be, provides the Directing Certificateholder (or the Operating
Advisor, if applicable) with prompt written notice following such action including a reasonably detailed explanation of the basis
therefor. Neither the Master Servicer nor the Special Servicer is required to obtain the consent of the Directing Certificateholder
for any of the foregoing actions or any other matter requiring consent of the Directing Certificateholder after the occurrence
and during the continuance of a Control Termination Event; provided, however, that, after the occurrence and during
the continuance of a Control Termination Event but, with respect to the Directing Certificateholder only, prior to the occurrence
of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder in connection with
any Major Decision not relating to any Excluded Loan (and any other actions which otherwise require consultation with the Directing
Certificateholder prior to the occurrence and continuance of a Consultation Termination Event hereunder) and consider alternative
actions recommended by the Directing Certificateholder, in respect thereof. In the event the Special Servicer receives no response
from the Directing Certificateholder within 10 Business Days following its written request for input on any required consultation,
the Special Servicer shall not be obligated to consult with the Directing Certificateholder on the specific matter; provided,
however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from
consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than
a Non-Serviced Mortgage Loan or an Excluded Loan) or Serviced Whole Loan. In addition, after a Control Termination Event, the
Special Servicer will also be required to consult with the Operating Advisor in connection with any proposed Major Decision (and
any other actions which otherwise require consultation with the Operating Advisor after the occurrence and during the continuance
of a Control Termination Event hereunder) and consider alternative actions recommended by the Operating Advisor, in respect thereof,
provided that such consultation is on a non-binding basis. In the event that the Special Servicer receives no response
from the Operating Advisor within 10 Business Days following the later of (i) its written request for input on any required consultation
and (ii) delivery of all such additional information reasonably requested by the Operating Advisor related to the subject matter
of such consultation, the Special Servicer shall not be obligated to consult with the Operating Advisor on the specific matter;
provided, however, that the failure of the Operating Advisor to respond on any specific matters shall not relieve
the Special Servicer from its obligation to consult with the Operating Advisor on any future matter with respect to the applicable
Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless
of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating
Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in this Section
6.08 for consulting with the Operating Advisor.


 


Subject
to the terms and conditions of this Section 6.08(a), (a) the Special Servicer shall process all requests for any matter
that constitutes a “Major Decision” with respect to all Mortgage Loans (other than any Non-Serviced Mortgage Loan).


 



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Upon
receiving a request for any matter that constitutes a Major Decision with respect to a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and any Serviced Companion Loan that is not a Specially Serviced Loan, the Master Servicer shall promptly forward
such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing
with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect
to such request or the Major Decision. With respect to such request, the Master Servicer shall continue to cooperate with the
Special Servicer by delivering any additional information in the Master Servicer’s possession to the Special Servicer requested
by the Special Servicer relating to such Major Decision. The Master Servicer will not be permitted to process any Major Decision
and will not be required to interface with the Mortgagor or provide a written recommendation and analysis with respect to any
Major Decision.


 


In
addition, with respect to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred
and is continuing, the Directing Certificateholder, subject to any rights, if any, of the related Companion Holder to advise the
Special Servicer with respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement,
may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the
Directing Certificateholder may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding
anything herein to the contrary, no such direction or objection contemplated by the first paragraph of this Section 6.08(a) or this paragraph may require or cause the Master Servicer or Special Servicer to violate any provision of any Mortgage Loan
or related Intercreditor Agreement or mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions
(and, with respect to a Serviced Whole Loan, subject to the rights of the holders of the related Companion Loan), including without
limitation the obligation of the Master Servicer and the Special Servicer to act in accordance with the Servicing Standard, or
expose the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Trust or the Trustee to liability, or materially expand the scope of the responsibilities of the Master Servicer
or the Special Servicer, as applicable, hereunder or cause the Master Servicer or the Special Servicer, as applicable, to act,
or fail to act, in a manner which in the reasonable judgment of the Master Servicer or the Special Servicer, as the case may be,
is not in the best interests of the Certificateholders.


 


In
the event the Special Servicer or the Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder
or any advice from the Directing Certificateholder, would cause the Special Servicer or the Master Servicer, as applicable, to
violate the terms of any Mortgage Loan, applicable law or this Agreement, including without limitation, the Servicing Standard,
the Special Servicer or the Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify the Directing
Certificateholder, the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation of the
basis therefor. The taking of, or refraining from taking, any action by the Master Servicer or the Special Servicer in accordance
with the direction of or approval of the Directing Certificateholder that does not violate the terms of any Mortgage Loan, applicable
law or the Servicing Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master
Servicer or the Special Servicer.


 



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The
Directing Certificateholder shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining
from the taking of any action, or for errors in judgment; provided, however, that the Directing Certificateholder
shall not be protected against any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason
of willful misconduct, bad faith or negligence in the performance of duties owed to the Controlling Class Certificateholders or
by reason of reckless disregard of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of
a Certificate, each Certificateholder acknowledges and agrees that the Directing Certificateholder may take actions that favor
the interests of one or more Classes of the Certificates including the Holders of the Controlling Class over other Classes of
the Certificates, and that the Directing Certificateholder may have special relationships and interests that conflict with those
of Holders of some Classes of the Certificates, that the Directing Certificateholder may act solely in the interests of the Holders
of the Controlling Class, including the Holders of the Controlling Class, that the Directing Certificateholder does not have any
duties or liability to the Holders of any Class of Certificates other than the Controlling Class, that the Directing Certificateholder
shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the Controlling
Class, and that the Directing Certificateholder shall have no liability whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal
thereof for having so acted.


 


Any
Non-Serviced Whole Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or
the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its
acceptance of a Certificate, each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling
Holder, with respect to the related Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes
of the certificates issued under the related Non-Serviced PSA including the holders of the controlling class under such Non-Serviced
PSA over other classes of the certificates issued under the Non-Serviced PSA and/or any Class of Certificates, and that such Non-Serviced
Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that
conflict with those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with
respect to such Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under the related
Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder, by reason
of its having acted solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA, and that
the Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have no liability whatsoever
for having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having
so acted.


 


(b)          Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event (and
at any time with respect to any Excluded Loan), the Directing Certificateholder shall have no right to consent to or direct any
action taken or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of a Control Termination
Event but prior to the occurrence of a


 



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Consultation Termination Event, the Directing Certificateholder shall remain entitled to
receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Master Servicer, Special
Servicer and any other applicable party shall consult with the Directing Certificateholder (other than with respect to any Excluded
Loan) in connection with any action to be taken or refrained from taking to the extent set forth herein; and (iii) after the occurrence
of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder shall
have no direction, consultation or consent rights hereunder and no right to receive any notices, reports or information (other
than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder.


 


Section
6.09     Knowledge of Wells Fargo Bank, National
Association. Except as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association acting
in any particular capacity hereunder will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association,
acting in a capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association,
acting in any other capacity hereunder, except, in the case of either clause (a) or clause (b), where some or all
of the obligations performed in such capacities are performed by one or more employees within the same group or division of Wells
Fargo Bank, National Association, or where the groups or divisions responsible for performing the obligations in such capacities
have one or more of the same Responsible Officers or Servicing Officers, as applicable.


 


[End
of Article VI]


 


Article
VII



SERVICER TERMINATION EVENTS


 


Section
7.01     Servicer Termination Events; Master Servicer
and Special Servicer Termination. (a) “Servicer Termination Event”, wherever used herein, means,
with respect to the Master Servicer or the Special Servicer, as the case may be, any one of the following events:


 


(i)           (A)
any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account, or
remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time such
deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within one
(1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit
into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m.
(New York City time) on the relevant Distribution Date; or


 


(ii)          any
failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required to
be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder, any
amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms of
this Agreement; or


 



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(iii)         any
failure on the part of the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material
respect any of its other covenants or obligations contained in this Agreement, which failure continues unremedied for a period
of thirty (30) days (or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days
in the case of the Master Servicer’s or the Special Servicer’s obligations, as the case may be, contemplated by Article
XI, (B) fifteen (15) days in the case of the Master Servicer’s failure to make a Servicing Advance or (C) fifteen (15)
days in the case of a failure to pay the premium for any property insurance policy required to be maintained) after the date on
which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer or the
Special Servicer, as the case may be, by any other party hereto, or (B) to the Master Servicer or the Special Servicer, as the
case may be, with a copy to each other party to this Agreement, by the Holders of Certificates evidencing not less than 25% of
all Voting Rights or, solely as it relates to the servicing of a Serviced Pari Passu Whole Loan if affected by that failure, by
the related Serviced Companion Noteholder; provided, however, if such failure is capable of being cured and the
Master Servicer or the Special Servicer, as applicable, is diligently pursuing such cure, such period will be extended an additional
thirty (30) days; provided, further, however, that such extended period will not apply to the obligations
regarding Exchange Act reporting; or


 


(iv)         any
breach on the part of the Master Servicer or the Special Servicer, as the case may be, of any representation or warranty contained
in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects the interests of any
Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues
unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied,
shall have been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee
by the Holders of Certificates evidencing not less than 25% of all Voting Rights or, as it relates to the servicing of a Serviced
Pari Passu Whole Loan affected by such breach, by the related Serviced Companion Noteholder; provided, however,
that if such breach is capable of being cured and the Master Servicer or the Special Servicer, as the case may be, is diligently
pursuing such cure, such 30-day period will be extended an additional thirty (30) days; or


 


(v)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or the Special
Servicer, as the case may be, and such decree or order shall have remained in force undischarged, undismissed or unstayed for
a period of sixty (60) days; or


 


(vi)         the
Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar
official in any


 



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bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of
or relating to the Master Servicer or the Special Servicer, as the case may be, or of or relating to all or substantially all
of its property; or


 


(vii)        the
Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit
of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;
or


 


(viii)       any
of Moody’s, DBRS or Fitch (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency)
has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or Serviced Pari Passu
Companion Loan Securities, as applicable, or (B) placed one or more Classes of Certificates or Serviced Pari Passu Companion Loan
Securities, as applicable, on “watch status” in contemplation of a ratings downgrade or withdrawal (and such qualification,
downgrade, withdrawal or “watch status” placement shall not have been withdrawn by Moody’s, DBRS or Fitch, as
applicable (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) within sixty (60)
days of such rating action) and, in the case of either of clauses (A) or (B), publicly citing servicing concerns
with the Master Servicer or the Special Servicer, as applicable, as the sole or a material factor in such rating action.


 


(b)          If
any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this
Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every such
case, so long as such Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction of
((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan)
the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled to more
than 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of the
Master Servicer or the Special Servicer, as the case may be, upon five (5) Business Days’ written notice if there is a Servicer
Termination Event under clause (A) in the parenthetical in Section 7.01(a)(iii) above), by notice in writing to
the Affected Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject to Section
3.11 and Section 6.04 and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and
the proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable); provided, however,
that the Affected Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through the date
of such termination as provided for under this Agreement for services rendered and expenses incurred. From and after the receipt
by the Affected Party of such written notice except as otherwise provided in this Article VII, all authority and power
of the Affected Party under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate)
or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with respect to a termination of the Master Servicer
or the Special Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise,
any and all documents and other


 



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instruments, and to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans
and related documents, or otherwise. The Master Servicer and the Special Servicer each agree that if it is terminated pursuant
to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business Days subsequent to its
receipt of the notice of termination) provide the Trustee with all documents and records requested by it to enable it to assume
the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with
the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities
and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without limitation, the transfer within
five (5) Business Days to the Trustee for administration by it of all cash amounts which shall at the time be or should have been
credited by the Master Servicer to the Collection Account or any Servicing Account (if it is the Affected Party), by the Special
Servicer to the REO Account (if it is the Affected Party) or thereafter be received with respect to the applicable Mortgage Loans
or any REO Property (provided, however, that the Master Servicer and the Special Servicer each shall, if terminated
pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with respect to the Special Servicer), continue
to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination,
whether in respect of Advances (in the case of the Special Servicer or the Master Servicer) or otherwise, and it and its Affiliates
and the directors, managers, officers, members, employees and agents of it and its Affiliates shall continue to be entitled to
the benefits of Section 3.11 and Section 6.04 notwithstanding any such termination).


 


(c)          If
the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(viii), the Master Servicer shall have a forty-five (45) day period after such notice in which to find a
successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03 and Section
7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans under this Agreement. During such
forty-five (45) day period the Master Servicer may continue to serve as the Master Servicer hereunder. In the event that the Master
Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master servicer to assume the duties
of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the Master Servicer hereunder.


 


Notwithstanding
Section 7.01(b), if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that
affects the Holder of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated,
the Holder of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing
Agreement, as applicable, shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related
Serviced Pari Passu Whole Loan. The Special Servicer appointed to replace the Special Servicer with respect to a Serviced Pari
Passu Mortgage Loan cannot at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion
Loan) the person (or Affiliate thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu
Companion Loan. The Special Servicer under this paragraph shall meet the eligibility requirements of Section 7.02 and the
eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the
provisions of Section 7.02. Any appointment of a


 



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replacement Special Servicer in accordance with this paragraph shall be
subject to the receipt of Rating Agency Confirmation and confirmation from the applicable rating agencies that such appointment
or replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related
Serviced Companion Loan Securities (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


(d)          Subject
to the rights of the holder of any Subordinate Companion Holder pursuant to the related Intercreditor Agreement at any time prior
to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan, the Directing
Certificateholder shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04) and obligations
of the Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice to the Special
Servicer, the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective
upon the appointment of a successor special servicer meeting the requirements of this Section 7.01(d). Upon a termination
of the Special Servicer, the Directing Certificateholder (other than with respect to any Excluded Loan) shall appoint a successor
special servicer to assume the duties of the Special Servicer hereunder; provided, however, that (i) such successor
will meet the requirements set forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency Confirmation and,
in the case of any class of any Serviced Companion Loan Securities, the applicable rating agencies deliver a confirmation that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) and (iii) no replacement of the Special Servicer shall
be effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and any
other Form 8-K filings have been completed with respect to any related Companion Loan.


 


After
the occurrence and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal
Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction
Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05) of the Principal Balance Certificates requesting
a vote to replace the Special Servicer with a new special servicer designated in such written direction to assume the duties of
the Special Servicer hereunder, (b) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses
(including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection
with administering such vote and which will not be additional expenses of the Trust and (c) delivery by such Holders to the Certificate
Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained
at the expense of such Holders) and confirmation from the applicable rating agencies that such appointment (or replacement) will
not result in the downgrade, withdrawal or qualification of the then current ratings of any class of any related Serviced Pari
Passu Companion Loan Securities, the Certificate Administrator shall promptly post notice to all Certificateholders of such request
on the Certificate Administrator’s Website in accordance with Section 3.13(b) and concurrently by mail, conduct the
solicitation of votes of all Certificates in such regard, which requisite affirmative votes must be received within


 



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 one hundred-eighty
(180) days of the posting of such notice, and if not so received, such votes shall be null and void ab initio. Upon the
written direction of Holders of Certificates evidencing at least 66-2/3% of a Certificateholder Quorum of Certificates, the Trustee
shall terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint the successor special
servicer to assume the duties of the Special Servicer (which must be a Qualified Replacement Special Servicer) designated by such
Certificateholders. The Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder
may (i) access such notices via the Certificate Administrator’s Website and (ii) register to receive electronic mail notifications
when such notices are posted thereon. Notwithstanding the foregoing, the Certificateholder’s direction to remove the Special
Servicer shall not apply to any Serviced AB Whole Loan that is not subject to an AB Control Appraisal Period.


 


A
Serviced AB Whole Loan Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal
Period, to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating
Agency delivers a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after the date
such successor special servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special
Servicer under this Agreement from and after the date it becomes the Special Servicer as they relate to any Serviced AB Whole
Loan pursuant to an assumption agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate Administrator
shall have received an opinion of counsel reasonably satisfactory to the Certificate Administrator to the effect that (x) the
designation of such replacement to serve as Special Servicer is in compliance with this Agreement, (y) such replacement will be
bound by the terms of this Agreement with respect to any Serviced AB Whole Loan and (z) subject to customary qualifications and
exceptions, this Agreement will be enforceable against such replacement in accordance with the terms hereof.


 


The
parties hereto acknowledge that, notwithstanding anything to the contrary contained in this section, in accordance with the related
Intercreditor Agreement, if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA
remains unremedied and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer
has not otherwise been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction
of the Directing Certificateholder) will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced
Special Servicer solely with respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of the applicable
Non-Serviced Special Servicer with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation
from each Rating Agency. A replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to the
occurrence and continuance of a consultation termination event under the related Non-Serviced PSA, by the related Non-Serviced
Whole Loan Controlling Holder; provided, however, that any successor special servicer appointed to replace the Special
Servicer with respect to such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated
at the direction of the holder of such Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.


 



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Following
the occurrence and continuance of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating
Advisor determines that the Special Servicer is not performing its duties as required hereunder or is otherwise not acting in
accordance with the Servicing Standard, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator,
with a copy to the Special Servicer, a written report in the form of Exhibit W attached hereto (which form may be modified
or supplemented from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance
of such form with the terms and provisions of this Agreement; provided, further, that in no event shall the information
or any other content included in such written recommendation contravene any provision of this Agreement) detailing the reasons
supporting its recommendation (along with relevant information justifying its recommendation) and recommending a suggested replacement
special servicer to assume the duties of the Special Servicer, which shall be a Qualified Replacement Special Servicer. In such
event, the Certificate Administrator shall promptly post notice to all Certificateholders of such recommendation and the related
report on the Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently by mail conduct
the solicitation of votes of all Certificates in such regard, which requisite affirmative votes must be received within one hundred-eighty
(180) days of the posting of such notice, and if not so received, such votes shall be null and void ab initio. Upon (i)
the affirmative vote of Holders of Principal Balance Certificates evidencing at least a majority of the aggregate Voting Rights
(taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances
of such Certificates) of all Principal Balance Certificates on an aggregate basis and (ii) receipt by the Certificate Administrator
following satisfaction of the foregoing clause (i) of Rating Agency Confirmation from each Rating Agency and confirmation
from the applicable rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification
of the then current ratings of any class of any related Serviced Pari Passu Companion Loan Securities, the Trustee shall (i) terminate
all of the rights and obligations of the Special Servicer under this Agreement and appoint a successor special servicer approved
by the Certificateholders and (ii) promptly notify the outgoing Special Servicer of the effective date of such termination. The
reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with
obtaining such Rating Agency Confirmations and administering such vote and the Operating Advisor’s identification of a Qualified
Replacement Special Servicer shall be an additional expense of the Trust. In the event that the Trustee does not receive at least
a majority of the requested votes, then the Trustee shall have no obligation to remove the Special Servicer. Prior to the appointment
of any replacement special servicer, such replacement special servicer shall have agreed to succeed to the obligations of the
Special Servicer under this Agreement and to act as the Special Servicer’s successor hereunder. Notwithstanding the foregoing,
the Operating Advisor shall not be permitted to recommend the replacement of the Special Servicer with respect to a Serviced AB
Whole Loan so long as the related Serviced Companion Noteholder is not subject to an AB Control Appraisal Period under the related
Intercreditor Agreement.


 


No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section
7.01(d). All costs of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders
of the Controlling Class.


 



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For
the avoidance of doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations
set forth in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination
under this Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders
(regarding removal of the Special Servicer).


 


(e)          The
Master Servicer and the Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are
required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency with respect to the Master
Servicer or Special Servicer. In no event shall the remedy for a breach of the foregoing covenant extend beyond termination pursuant
to Section 7.01(a)(viii) and the resulting operation of Section 7.01(b) and (c). The operation of this subsection
(e) shall not be construed to limit the effect of Section 7.01(a)(viii).


 


(f)           Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, the
related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, and if the Master Servicer
is not otherwise terminated, or (2) if a Servicer Termination Event on the part of the Master Servicer affects only a Serviced
Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, then
the Master Servicer may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the
holders of any Serviced Companion Loan Securities, but upon the written direction of the related holder of such Serviced Companion
Loan, the Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related Serviced
Whole Loan.


 


(g)          Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the
related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and
continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the
Directing Certificateholder shall select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the
related Excluded Special Servicer Loan in accordance with this Agreement. After the occurrence and during the continuance of a
Control Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan, the resigning
Special Servicer shall use commercially reasonable efforts to appoint the related Excluded Special Servicer; provided that if
the resigning Special Servicer fails to appoint an Excluded Special Servicer within 30 days of the Special Servicer’s notice
of resignation, such resigning Special Servicer will, at its own expense, petition any court of competent jurisdiction for the
appointment of a successor Excluded Special Servicer. The Special Servicer shall not have any liability with respect to the actions
or inactions of the applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer.
It shall be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment would not result in
a qualification, downgrade or withdrawal of any of their then-current ratings of the Certificates and each NRSRO hired to provide
ratings with respect to any Serviced Companion Loan Securities makes the equivalent confirmation, (ii) the related Excluded Special
Servicer is a Qualified Replacement Special Servicer and (iii) the


 



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related Excluded Special Servicer delivers to the Depositor
and the Certificate Administrator and any applicable Other Depositor and Other Certificate Administrator, the information, if
any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.


 


If
at any time the Special Servicer that had previously acted as the Special Servicer is no longer a Borrower Party with respect
to an Excluded Special Servicer Loan (including, without limitation, as a result of the related Mortgaged Property becoming REO
Property), (1) the related Excluded Special Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall
no longer be an Excluded Special Servicer Loan, (3) such original Special Servicer shall become the Special Servicer again for
such related Mortgage Loan or Serviced Whole Loan and (4) such original Special Servicer shall be entitled to all special servicing
compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan
or Serviced Whole Loan is no longer an Excluded Special Servicer Loan.


 


The
applicable Excluded Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special
Servicer Loan and shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan
earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special Servicer shall remain entitled to all other special servicing compensation with respect to all Mortgage Loans
and Serviced Whole Loans that are not Excluded Special Servicer Loans during such time).


 


If
a Servicing Officer of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as the case may be,
has actual knowledge that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special
Servicer Loan, as applicable, the Master Servicer, the related Excluded Special Servicer or the Special Servicer, as the case
may be, shall provide prompt written notice thereof to each of the other parties to this Agreement.


 


Section
7.02     Trustee
to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer, as the case may
be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice of termination
for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed within the time
period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor to that Master
Servicer or that Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing Certificateholder
as provided in Section 7.01(d), as applicable, in all respects in its capacity as the Master Servicer or the Special Servicer,
as applicable, under this Agreement and the transactions set forth or provided for herein and shall be subject to, and have the
benefit of, all of the rights, (subject to Section 3.11 and Section 6.04) benefits, responsibilities, duties, liabilities
and limitations on liability relating thereto and that arise thereafter placed on or for the benefit of the Master Servicer or
Special Servicer, as applicable, by the terms and provisions hereof; provided, however, that any failure to perform
such duties or responsibilities caused by the terminated party’s failure under Section 7.01 to provide information
or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of a successor master
servicer shall not affect any


 



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liability of the predecessor Master
Servicer which may have arisen prior to its termination as Master Servicer, and the appointment of a successor special
servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its termination as
Special Servicer. The Trustee in its capacity as successor to the Master Servicer or the Special Servicer, as the case may
be, shall not be liable for any of the representations and warranties of the Master Servicer or the Special Servicer,
respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor master servicer or
special servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06 hereunder, nor
shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its obligations as successor
master servicer or special servicer, as the case may be. Subject to Section 3.11, as compensation therefor, the
Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans
or the Companion Loans which that Master Servicer would have been entitled to if the Master Servicer had continued to act
hereunder, including but not limited to any income or other benefit from any Permitted Investment pursuant to Section
3.06, and subject to Section 3.11, and the Trustee as successor to the Special Servicer shall be entitled to the
Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer had continued to act
hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as the case may be, the
Trustee shall be afforded the same standard of care and liability as the Master Servicer or the Special Servicer, as
applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken
by it in its role as successor master servicer or successor special servicer, as the case may be, and not with respect to its
role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to that
Master Servicer or that Special Servicer, as applicable, or shall, if it is unable to so act, or if the Trustee is not
approved as a servicer by each Rating Agency, or if the Directing Certificateholder (solely with respect to the Special
Servicer) ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any
Excluded Loan) or the Holders of Certificates entitled to more than 50% of the Voting Rights so request in writing to the
Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing
institution which meets the criteria set forth in Section 6.05 and otherwise herein, as the successor to that Master
Servicer or that Special Servicer, as applicable, hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer or the Special Servicer hereunder. No appointment of a
successor to the Master Servicer or the Special Servicer hereunder shall be effective until (i) the assumption in writing by
the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder
that arise thereafter, (ii) receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25), (iii) such appointment (solely with respect to the Special Servicer) has been approved
(prior to the occurrence and continuance of a Control Termination Event) by the Directing Certificateholder, such approval
not to be unreasonably withheld and (iv) the Certificate Administrator shall have filed any required Form 8-K pursuant to Section
11.07 hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan. Pending
appointment of a successor to the Master


 



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Servicer or the Special Servicer hereunder, unless
the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above provided. In connection
with such appointment and assumption of a successor to the Master Servicer or the Special Servicer as described herein, the Trustee
may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor
shall agree; provided, however, that no such compensation with respect to a successor master servicer or successor
special servicer, as the case may be, shall be in excess of that permitted the terminated Master Servicer or Special Servicer,
as the case may be, hereunder. The Trustee, the non-terminated Master Servicer or the non-terminated Special Servicer and such
successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Any
reasonable out-of-pocket costs and expenses associated with the transfer of the servicing function (other than with respect to
a termination without cause) under this Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable.
If such predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting such termination
or the successor master servicer or special servicer for such expenses within 90 days after the presentation of reasonable documentation,
such expense shall be reimbursed by the Trust; provided that the terminated Master Servicer or Special Servicer shall not
thereby be relieved of its liability for such expenses. If and to the extent that the terminated Master Servicer or Special Servicer
has not reimbursed such costs and expenses, the party requesting such termination shall have an affirmative obligation to take
all reasonable actions to collect such expenses on behalf of the Trust. In the event of a termination without cause, such costs
and expenses shall be borne by the party requesting such termination, or as otherwise set forth herein; provided that the
Certificate Administrator and the Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee
is terminating the Master Servicer or the Special Servicer in accordance with this Agreement at the direction of any party or
parties permitted to direct the Trustee to so terminate the Master Servicer or the Special Servicer pursuant to this Agreement,
the Trustee shall not have any liability for such expenses pursuant to this paragraph.


 


Section
7.03     Notification
to Certificateholders. (a) Upon any resignation of the Master Servicer or the Special Servicer pursuant to Section
6.05, any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01 or any appointment of
a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate Administrator shall
give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register.


 


(b)       Not
later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time
or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed
to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator shall
transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced
Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section
7.04     Waiver of Servicer Termination Events.
The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates affected
by any Servicer Termination Event hereunder may waive such Servicer


 



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Termination Event; provided, however, that a
Servicer Termination Event under clause (i), (ii) or (viii) of Section 7.01(a) may be waived only
with the consent of all of the Certificateholders of the affected Classes, and a Servicer Termination Event under clause (iii)
of Section 7.01(a) (with respect to obligations under Article XI) may be waived only with the consent of the
Depositor. Upon any such waiver of a Servicer Termination Event, subject to the rights of any affected holder of a Serviced Companion
Loan under Section 7.01(c) or Section 7.01(f), such Servicer Termination Event shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. Upon any such waiver of a Servicer Termination Event by Certificateholders,
the Trustee and the Certificate Administrator shall be entitled to recover all costs and expenses incurred by it in connection
with enforcement action taken with respect to such Servicer Termination Event prior to such waiver from the Trust. No such waiver
shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent
expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination
Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor
shall be entitled to the same Voting Rights with respect to the matters described above as they would if any other Person held
such Certificates.


 


Section
7.05     Trustee as Maker of Advances.
In the event that the Master Servicer fails to fulfill its obligations hereunder to make any Advances and such failure remains
uncured, the Trustee shall perform such obligations (x) within five (5) Business Days following such failure by the Master Servicer
with respect to Servicing Advances resulting in a Servicer Termination Event under Section 7.01(a)(iii) to the extent a
Responsible Officer of the Trustee has actual knowledge of such failure with respect to such Servicing Advances and (y) by noon,
New York City time, on the related Distribution Date with respect to P&I Advances pursuant to the Certificate Administrator’s
notice of failure pursuant to Section 4.03(a) unless such failure has been cured. With respect to any such Advance made
by the Trustee, the Trustee shall succeed to all of the Master Servicer’s rights with respect to Advances hereunder, including,
without limitation, the Master Servicer’s rights of reimbursement and interest on each Advance at the Reimbursement Rate,
and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be,
(without regard to any impairment of any such rights of reimbursement caused by the Master Servicer’s default in its obligations
hereunder); provided, however, that if Advances made by the Trustee and the Master Servicer shall at any time be
outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such Advances and the
interest thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee, until such Advances shall have
been repaid in full, together with all interest accrued thereon, prior to reimbursement of the Master Servicer for such Advances.
The Trustee shall be entitled to conclusively rely on any notice given with respect to a Nonrecoverable Advance hereunder.


 


[End
of Article VII]


 


Article
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 



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Section
8.01     Duties of
the Trustee and the Certificate Administrator. (a) The Trustee and the Certificate Administrator, prior to the occurrence
of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which may have occurred, undertake
to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Termination Event occurs
and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree
of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own
affairs. Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement shall not be construed
as a duty.


 


(b)          The
Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the
terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to
the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine them to determine
whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements
of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument
and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy
or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor,
the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in
good faith, pursuant to this Agreement.


 


(c)         No
provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its
own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)           Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
or the Certificate Administrator and conforming to the requirements of this Agreement;


  


(ii)          Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless


 



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it shall be
proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)         Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 25% (i) of
the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of the aggregate Voting Rights of the
Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the
Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under
this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)          The
Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced Companion
Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to the
extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant
to this Agreement.


 


Section
8.02      Certain
Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)           The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;


 


(ii)          The
Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance therewith;


 


(iii)         Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in
it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the


 



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obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs;


 


(iv)         Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)          Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may
have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of
the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate
Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate
Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively,
may require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)         The
Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 


(vii)        For
all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed to have
actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure
or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to act unless a
Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written
notice of any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee or the
Certificate Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii)       Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or the Special
Servicer (unless the Trustee is acting as the Master Servicer or the Special Servicer, as the case may be, in which case


 



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the Trustee
shall only be responsible for its own actions as the Master Servicer or the Special Servicer) or of the Depositor, the Operating
Advisor or the Asset Representations Reviewer;


 


(ix)         Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless
it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)          In
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own
negligence, bad faith or willful misconduct;


 


(xi)         Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


 


(xii)        Nothing
herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights
and protections relative to the Trust.


 


Each
of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities
afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including,
without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section
8.03     Trustee and Certificate Administrator
Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals contained herein and in the
Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in Section 2.01(h) and Section
2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth on any outstanding Certificate,
shall not be taken as the statements of the Trustee or the Certificate Administrator, and the Trustee or the Certificate Administrator
assume no responsibility for their correctness. Neither the Trustee nor the Certificate Administrator makes any representations
as to the validity or sufficiency of this Agreement or of any Certificate (other than as to the signature, if any, of the Trustee
or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related document. Neither the Trustee nor the Certificate
Administrator shall be accountable for the use or application by the Depositor of any of the Certificates issued to it or of the
proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in respect of the assignment of
the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from the Collection Account or any other account by or
on behalf of the Depositor, the Master Servicer, the Special Servicer or in the case of the Trustee, the Certificate Administrator.
The Trustee and the Certificate Administrator shall not be responsible for and may rely upon the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or
the Special Servicer and accepted by the Trustee or the Certificate Administrator, in good faith, pursuant to this Agreement.


 



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Section
8.04     Trustee or Certificate Administrator May
Own Certificates. The Trustee or the Certificate Administrator, each in its individual capacity, not as Trustee or
Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the Depositor, the Master Servicer,
the Special Servicer or the Underwriters in banking transactions, with the same rights it would have if it were not Trustee or
the Certificate Administrator.


 


Section
8.05    Fees and Expenses of Trustee and Certificate
Administrator; Indemnification of Trustee and Certificate Administrator. (a) As compensation for the performance of
their respective duties hereunder, the Trustee will be paid the Trustee Fee, which shall cover recurring and otherwise reasonably
anticipated expenses of the Trustee, and the Certificate Administrator will be paid the Certificate Administrator Fee equal to
the Certificate Administrator’s portion of one month’s interest at the Certificate Administrator Fee Rate, which shall
cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Trustee Fee and Certificate
Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan (other
than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay to the Trustee monthly
the Trustee Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall accrue from time to time at
the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall be computed in the same manner as interest
is calculated thereon and for the same period respecting which any related interest payment due or deemed thereon is computed.
The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust)
shall constitute the Trustee’s sole form of compensation for all services rendered by it in the execution of the trusts
hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder, except for the reimbursement
of expenses specifically provided for herein. The Certificate Administrator Fee shall constitute the Certificate Administrator’s
sole form of compensation for the exercise and performance of its powers and duties hereunder, except for the reimbursement of
expenses specifically provided for herein. No Trustee Fee or Certificate Administrator Fee shall be payable with respect to any
Companion Loan.


 


(b)          The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid
in settlement, and expenses incurred in becoming the successor to the Master Servicer or the Special Servicer, to the extent not
otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Certificate
Administrator, respectively, relating to the exercise and performance of any of the powers, rights and duties of the Trustee or
the Certificate Administrator, respectively (including in any capacities in which they serve, such as paying agent, REMIC Administrator,
Authenticating Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider) hereunder; provided, however,
that none of the Trustee or the Certificate Administrator, nor any of the other above specified Persons shall be entitled to indemnification
pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or 


 



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disbursements incurred or made by or on behalf
of the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee or the Certificate Administrator,
respectively, performing its duties in accordance with any of the provisions hereof, which are not “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically
required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful
misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate Administrator’s, respectively,
obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach
of any representation or warranty of the Trustee specified in Section 8.12 or the Certificate Administrator specified in
Section 8.14, respectively, made herein. The provisions of this Section 8.05(b) shall survive the termination of
this Agreement and any resignation or removal of the Trustee or the Certificate Administrator, respectively, and appointment of
a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator in all of its capacities hereunder,
including Custodian, Certificate Registrar and Authenticating Agent.


 


(c)          The
Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the
Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator
is required to make available information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or
(ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information
Provider or in any other capacity in which the Certificate Administrator is required to make available information to a Privileged
Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under
this Agreement.


 


Section
8.06      Eligibility
Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder
shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association
or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under
such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital
and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of
the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee
is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section
7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior
unsecured debt is rated at least “A2” by Moody’s, “A-” by Fitch and, “A” by DBRS (or
in the case of the Trustee, a long-term unsecured debt rating of “A(low)” by DBRS if the Master Servicer maintains
a rating of at least “A” by DBRS (provided that nothing in this parenthetical shall impose on the Master Servicer
any obligation to maintain such rating)); provided that the Trustee will not become ineligible to serve based on a failure
to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating of no less than “Baa2”
by Moody’s, (b) its short-term debt obligations have a short-term rating of not less than “P-2” from Moody’s
and


 



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“F1” by Fitch and (c) the Master Servicer maintains a long-term
unsecured rating of at least “A2” by Moody’s and “A+” by Fitch; provided that nothing in
this proviso shall impose on the Master Servicer any obligation to maintain such rating; provided, further, that
if any such institution is not rated by DBRS, it maintains an equivalent (or higher) rating by any two other NRSROs (which may
include Moody’s and/or Fitch) or such other rating with respect to which the Rating Agencies have provided a Rating Agency
Confirmation and (iv) an entity that is not a Prohibited Party.


 


If
such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business
from which the Certificate Administrator administers the Trust REMICs or in which the Trustee’s office is located is in
a state or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to
a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i)
resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the
Trust or (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose such a tax.


 


Section
8.07     Resignation
and Removal of the Trustee and Certificate Administrator. (a) The Trustee and the Certificate Administrator may at
any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master
Servicer, the Special Servicer and the Trustee or the Certificate Administrator, as applicable, the Operating Advisor, the Asset
Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate Administrator shall post such
notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide notice of such event
to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall promptly post such
notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c). Upon receiving such notice
of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee or successor certificate
administrator acceptable to the Master Servicer and, prior to the occurrence and continuance of a Control Termination Event, the
Directing Certificateholder by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee
or Certificate Administrator and to the successor trustee or certificate administrator. A copy of such instrument shall be delivered
to the Master Servicer, the Special Servicer, the Certificateholders and the Trustee or Certificate Administrator, as applicable,
by the Depositor. If no successor trustee or certificate administrator shall have been so appointed and have accepted appointment
within ninety (90) days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator may
petition any court of competent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable,
and such petition will be an expense of the Trust.


 


(b)          If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the


 



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Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail to timely publish any report to be delivered, published or otherwise made available
by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five
(5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section
9.01, then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint a successor trustee
or certificate administrator acceptable to the requesting Master Servicer, by written instrument, in duplicate, which instrument
shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator
in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate administrator
shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such notice of removal,
the removed Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor
trustee or certificate administrator, as applicable, at the expense of the Trust.


 


(c)          The
Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written notice,
with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator
so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor,
the Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination without
cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)          Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by
the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect
to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall pay all
costs and expenses associated with the transfer of its duties.


 


If
the same party is acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party
in its capacity as Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its
capacity as Trustee or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate


 



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administrator
and a successor trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon
any succession of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator
shall be entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for
services rendered and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator
shall be personally liable for any action or omission of any successor trustee or certificate administrator.


 


(e)          Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan (to the
extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse,
representation or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of Wells
Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37 or in blank, and (ii)
in the case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to
the outgoing trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the documents delivered
to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject
to this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan
was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage
Note to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any
successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied)
to the order of the successor, as trustee for the registered Holders of Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial
Mortgage Pass-Through Certificates, Series 2016-C37 or in blank; provided, however, that, notwithstanding anything
to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature of the related Mortgage
Loan Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable efforts to cause the related
Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document was not assigned to the outgoing
trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor
or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to
ensure that such Mortgage Loan document is assigned to such successor trustee; and (d) in any case, such successor trustee shall
review the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to
each Mortgage Loan then subject to this Agreement, such endorsements and assignments have been made or, in the event such endorsement
or assignment cannot be made for any reason, to note the same in such certification.


 


(f)           Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 



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Section
8.08      Successor Trustee or Certificate Administrator.
(a) Any successor trustee or certificate administrator appointed as provided in Section 8.07 shall execute, acknowledge
and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor Trustee or Certificate Administrator
an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate
Administrator shall become effective and such successor trustee or certificate administrator without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as Trustee or Certificate Administrator herein. The predecessor Trustee shall deliver to the
successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files
at the time held on its behalf by the Custodian, which Custodian, at Custodian’s option shall become the agent of the successor
trustee), and the Depositor, the Master Servicer, the Special Servicer and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor
trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder.


 


(b)          No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)          Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section
8.09     Merger or Consolidation of Trustee or
Certificate Administrator. Any Person into which the Trustee or the Certificate Administrator may be merged or converted
or with which it may be consolidated or any Person resulting from any merger, conversion or consolidation to which the Trustee
or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially all of the corporate trust
business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the Certificate Administrator,
as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post such notice to the Certificate
Administrator’s Website in accordance with Section 3.13(b) and shall provide notice of such event to the Master Servicer,
the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice to the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 


Section
8.10     Appointment of Co-Trustee or Separate
Trustee. (a) Notwithstanding any other provisions hereof, at
any time, for the purpose of meeting any


 



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legal requirements of any jurisdiction in which any part of the Trust Fund or property
securing the same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees,
jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary
or desirable. If the Master Servicer shall not have joined in such appointment within fifteen (15) days after the receipt by it
of a request to do so, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall
have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s)
or separate trustee(s) shall be required under Section 8.08. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)          In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)          Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)          Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


(e)          The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.


 



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Section
8.11     Appointment of Custodians.
The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion of the Mortgage Files. The Custodian
shall be a depository institution subject to supervision by federal or state authority, shall have combined capital and surplus
of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File. The Custodian
shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in
connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of
the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment
of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator from any of its obligations
hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of any Custodian other than the
initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and omissions policy in an amount
customary for Custodians which serve in such capacity in commercial mortgage loan securitization transactions, or may self-insure.


 


Section
8.12     Representations and Warranties of the
Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and the Certificate Administrator for
the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)           The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America;


 


(ii)          The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


(iii)         The
Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;


 


(v)          The
Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not 


 



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constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith
and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under
this Agreement;


 


(vi)         No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit the
Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement; and


 


(vii)        No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained
prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have
a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section
8.13      Provision of Information to Certificate
Administrator, Master Servicer and Special Servicer. The Master Servicer shall promptly, upon request, provide the
Special Servicer and the Certificate Administrator with notice of any change in the identity and/or contact information of any
Serviced Companion Noteholder (to the extent it receives written notice of such change). The Certificate Administrator, the Master
Servicer and the Special Servicer may each conclusively rely on the information provided to them regarding identity and/or contact
information regarding any Serviced Companion Noteholder, and the Certificate Administrator, the Master Servicer and the Special
Servicer, as applicable, shall have no liability for notices not sent to the correct Serviced Companion Noteholders or any obligation
to determine the identity and/or contact information of the Serviced Companion Noteholders to the extent updated or correct information
regarding the holders of any of the Serviced Companion Noteholders or the most recent identity and/or contact information regarding
any of the Serviced Companion Noteholders has not been provided to the Certificate Administrator, the Master Servicer or the Special
Servicer, as applicable.


 


Section
8.14     Representations and Warranties of the
Certificate Administrator. The Certificate Administrator hereby represents and warrants to the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder,
and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)           The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 



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(ii)           The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of
this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


 


(iii)          The
Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with
the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement
of creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)         The
Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the
Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vi)         No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


 


(vii)        No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this
Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder.


 



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Section
8.15     Compliance with the PATRIOT Act.
In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including those relating to the funding of terrorist activities and money laundering (“Applicable Laws”), each
of the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer is required to obtain, verify and
record certain information relating to individuals and entities which maintain a business relationship with the Trustee, the Certificate
Administrator, the Special Servicer or the Master Servicer, as applicable, arising out of the Trust or this Agreement. Accordingly,
each of the parties to this Agreement agrees to provide to the Trustee, the Certificate Administrator, the Special Servicer and
the Master Servicer, upon its respective reasonable request from time to time such identifying information and documentation as
may be available for such party in order to enable the Trustee, the Certificate Administrator, the Special Servicer and the Master
Servicer to comply with Applicable Laws.


 


[End
of Article VIII]


 


Article
IX



TERMINATION


 


Section
9.01     Termination upon Repurchase or Liquidation
of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02, the Trust and the respective obligations
and responsibilities under this Agreement of the Certificate Administrator (other than the obligations of the Certificate Administrator
to provide for and make payments to Certificateholders as hereafter set forth), the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee, shall terminate upon payment (or provision
for payment) to the Certificateholders of all amounts held by the Certificate Administrator and required hereunder to be so paid
on the Distribution Date following the earlier to occur of (i) the final payment (or related Advance) or other liquidation of
the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the purchase or other liquidation by the Holders
of the majority of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates,
in that order of priority, of all the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust
Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included
in the Trust Fund, (2) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust Fund
(such Appraisals in clause (a)(2) to be conducted by an Independent MAI-designated appraiser selected by the Special Servicer
and approved by the Master Servicer and the Controlling Class) (prior to the occurrence and continuance of a Control Termination
Event, with respect to the Controlling Class approval), (3) the reasonable out-of-pocket expenses of the Master Servicer and the
Special Servicer with respect to such termination, other than in the case of the Master Servicer or Special Servicer, as applicable,
that is a purchaser of such Mortgage Loans and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO
property” under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related
Mortgaged Property, as determined by the related Non-Serviced Master Servicer in accordance with clauses (2) and (3)
above, minus (b) solely in the case where the Master Servicer is exercising such purchase right, the aggregate amount
of unreimbursed Advances, together with any interest accrued and payable to the Master Servicer in respect of such Advances in


 



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accordance with Sections 3.03(d) and 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely
to the Master Servicer (which items shall be deemed to have been paid or reimbursed to the Master Servicer in connection with
such purchase) or (iii) so long as the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B,
Class C and Class D Certificates are no longer outstanding, the voluntary exchange by the Sole Certificateholder of all the outstanding
Certificates (other than the Class V and Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust
Fund pursuant to the terms of the immediately succeeding paragraph; provided, however, that in no event shall the
trust created hereby continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the date hereof.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class
D Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then outstanding Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class V and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the
first paragraph of this Section 9.01 by giving written notice to all the parties hereto no later than sixty (60) days prior
to the anticipated date of exchange. In the event that the Sole Certificateholder elects to exchange all of its Certificates (other
than the Class V and Class R Certificates) for all of the Mortgage Loans and the Trust’s portion of each REO Property remaining
in the Trust in accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which
the final distribution on the Certificates is to occur, shall deposit in the Collection Account an amount in immediately available
funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate
Administrator hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection Account, or
an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from
the Distribution Account pursuant to Section 3.05(a), but only to the extent that such amounts are not already on deposit
in the Collection Account. In addition, the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier
REMIC Distribution Account and Excess Interest Distribution Account on the P&I Advance Date related to such Distribution Date
in which the final distribution on the Certificates is to occur from the Collection Account pursuant to the first paragraph of
Section 3.04(b) (provided, however, that if a Serviced Whole Loan is secured by REO Property, the portion
of the above-described purchase price allocable to such Trust’s portion of REO Property shall initially be deposited into
the related REO Account). Upon confirmation that such final deposits have been made and following the surrender of all its Certificates
(other than the Class V and Class R Certificates) on the applicable Distribution Date, the Custodian shall, upon receipt of a
Request for Release from the Master Servicer, release or cause to be released to the Sole Certificateholder or any designee thereof,
the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished
to it by the Sole Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining
in the Trust Fund, and the Trust shall be liquidated in accordance with Section 9.02. Solely for federal income tax purposes,
the Sole Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC


 



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for an amount equal to the remaining
Certificate Balance of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate
Administrator shall credit such amounts against amounts distributable in respect of such Certificates and Related Lower-Tier Regular
Interests.


 


The
obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator and the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent
(i) its related Serviced Mortgage Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable
by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor
Agreement remain due and owing.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving written notice
to the Trustee, the Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated
date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master
Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Preliminary Statement. This purchase shall terminate the Trust
and retire the then-outstanding Certificates. In the event that the Master Servicer or the Special Servicer purchases, or the
Holders of the majority of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans
and the Trust’s portion of each REO Property remaining in the Trust Fund in accordance with the preceding sentence, the
Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates,
as the case may be, shall deposit in the Lower-Tier REMIC Distribution Account not later than the P&I Advance Date relating
to the Distribution Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds
equal to the above-described purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders
pursuant to Section 3.05(a), which portion shall be deposited in the Collection Account). In addition, the Master Servicer
shall transfer to the Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on such P&I Advance
Date from the Collection Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts on
deposit in the Collection Account that would otherwise be held for future distribution. Upon confirmation that such final deposits
and payments have been made, the Custodian shall release or cause to be released to the Master Servicer, the Special Servicer,
the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files
for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the
Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates,
as the case may be,


 



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as shall be necessary to effectuate transfer of the Mortgage Loans is an asset of the Trust) and REO Properties
remaining in the Trust Fund.


 


For
purposes of this Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate
the Upper-Tier REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class
R Certificates. For purposes of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the
Controlling Class, shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating
the Trust.


 


Notice
of any termination pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to
the Certificateholders, each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions
of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section
9.01, to the other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the
Mortgage Loans is an asset of the Trust) and each REO Property remaining in the Trust Fund, not earlier than the 15th day and
not later than the 25th day of the month next preceding the month of the final distribution on the Certificates, or (b) otherwise
during the month of such final distribution on or before the P&I Advance Determination Date in such month, in each case specifying
(i) the Distribution Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount
of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other
location therein designated.


 


After
transferring the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable
to the Regular Certificates pursuant to Section 4.01(d) to the Upper-Tier REMIC Distribution Account, in each case pursuant
to Section 3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution
Date, the Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates
(i) such Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC
Distribution Account that are allocable to payments on the Class of Certificates so presented, (ii) to the Holders of the Class
V Certificates so presented, any amounts remaining on deposit in the Excess Interest Distribution Account, and (iii) any remaining
amount shall be distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable.
Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final
Distribution Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest
in accordance with Sections 4.01(a), 4.01(b), 4.01(d) and 4.01(e). Any funds not distributed on such
Distribution Date shall be set aside and held uninvested in trust for the benefit of the Certificateholders not presenting and
surrendering their Certificates in the aforesaid manner and shall be disposed of in accordance with this Section 9.01 and
Section 4.01(g).


 






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Section
9.02     Additional Termination Requirements.
(a) In the event the Master Servicer or the Special Servicer purchases, or the Holders of the Controlling Class or the Holders
of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in
the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC and Lower-Tier REMIC, as applicable, shall be terminated
in accordance with the following additional requirements, which meet the definition of a “qualified liquidation” in
Section 860F(a)(4) of the Code:


 


(i)           the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)          during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer, the Special
Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash; and


 


(iii)          within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests and
the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders
of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of the Class
UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the Trust (if
applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End
of Article IX]


 


Article
X



ADDITIONAL REMIC PROVISIONS


 


Section
10.01   REMIC Administration. (a)
The Certificate Administrator shall make elections or cause elections to be made to treat each Trust REMIC as a REMIC under the
Code and, if necessary, under Applicable State and Local Tax Law. Each such election will be made on Form 1066 or other appropriate
federal tax return for the taxable year ending on the last day of the calendar year in which the Lower-Tier Regular Interests
and the Certificates are issued. For the purposes of the REMIC election in respect of the Upper-Tier REMIC, each Class of the
Regular Certificates shall be designated as the “regular interests” and the Class UR Interest shall be designated
as the sole class of “residual interests” in the Upper-Tier REMIC. For purposes of the REMIC election in respect of
the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated as a class of “regular interests”
and the Class LR Interest shall be designated as the sole class of “residual interests” in the Lower-Tier REMIC. None
of the Special Servicer, the Master Servicer or the Trustee shall permit the creation of any “interests” (within the
meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing interests.


 



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(b)          The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


 


(c)          The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05 unless such legal expenses and
costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder
of the largest Percentage Interest in the Class R Certificates shall be designated, in the manner provided under Treasury Regulations
Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1, as the “tax matters person” of each Trust REMIC.
By their acceptance thereof, (i) the Holders of the Class R Certificates hereby agree to the irrevocable designation of the Certificate
Administrator as the “partnership representative” of each Trust REMIC within the meaning of Section 6223 of the Code,
to the extent such provision is applicable to the Trust REMICs, and (ii) the Holder of the largest Percentage Interest in the
Class R Certificates hereby agrees to irrevocably appoint the Certificate Administrator as its agent to perform all of the duties
of the “tax matters person” for the Trust REMICs.


 


(d)          The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the
Certificate Administrator without any right of reimbursement therefor.


 


(e)          The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service on Form 8811, within
thirty (30) days after the Closing Date, the name, title, address and telephone number of the “tax matters person”
who will serve as the representative of each of the Trust REMICs created hereunder.


 


(f)           The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the
Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate
Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the
Special Servicer shall knowingly or intentionally take


 



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any action, cause the Trust to take any action or fail to take (or fail
to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify as a
REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited
transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section
860G(d) of the Code, but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse
REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking
to take such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such
action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense
of the Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust,
any Trust REMIC created hereunder, cause the loss of such status or, unless the Certificate Administrator determines in its sole
discretion to indemnify the Trust against such tax, result in the imposition of such a tax (not including a tax on “net
income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or not authorized hereunder)
as to which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that
an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel to make
such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this
Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required by
the Code, the Certificate Administrator will to the extent within its control and the scope of its duties more specifically set
forth herein, maintain substantially all of the assets of each Trust REMIC as “qualified mortgages” as defined in
Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(g)          In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of
the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account
a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate
Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in
order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection
Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed
by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of
the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings,
and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator
is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any “prohibited
transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust REMIC after the Startup
Day that is subject to tax under Section 860G(d) of the Code and use such income or


 



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amount, to the extent necessary, to pay such
prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect of “net income from
foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax authorities, the Certificate
Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of Class R Certificates
(as applicable) and shall distribute such retained amounts, (x) in the case of the Lower-Tier Regular Interests, to the Upper-Tier
REMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R
Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(b) and (y) in the case of the
Upper-Tier REMIC, to the Holders of the Principal Balance Certificates in the manner specified in Section 4.01(a), to the
extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R Certificates
in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer
shall be responsible for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a breach
of their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by
such party.


 


(h)          The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)           Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event.


 


(j)           Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than
“qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined
in Section 860G(a)(5) of the Code.


 


(k)          Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which
the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier Principal Amount
of each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution Date.


 


(l)           None
of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of
a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed
in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX of
this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this Agreement) or
acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account or the REO
Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will


 



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not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as the case may be, has determined in its sole discretion to indemnify the Trust against such tax, cause
the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(m)         The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or
successor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225 of the Code (or
successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on
any Holder of a Class R Certificate, past or present. Each Holder of a Class R Certificate agrees, by acquiring such Certificate,
to any such elections.


 


Section
10.02   Use of Agents. (a) The Trustee
shall execute all of its obligations and duties under this Article X through its Corporate Trust Office. The Trustee may
execute any of its obligations and duties under this Article X either directly or by or through agents or attorneys. The
Trustee shall not be relieved of any of its duties or obligations under this Article X by virtue of the appointment of
any such agents or attorneys.


 


(b)         The
Certificate Administrator may execute any of its obligations and duties under this Article X either directly or by or through
agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this Article
X by virtue of the appointment of any such agents or attorneys.


 


Section
10.03   Depositor, Master Servicer and Special
Servicer to Cooperate with Certificate Administrator. (a) The Depositor shall provide or cause to be provided to the
Certificate Administrator within ten (10) days after the Depositor receives a request from the Certificate Administrator, all
information or data that the Certificate Administrator reasonably determines to be relevant for tax purposes as to the valuations
and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment Assumptions and projected cash
flow of the Certificates.


 


(b)         The
Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section
10.04   Appointment of REMIC Administrators.
(a) The Certificate Administrator may appoint at the Certificate Administrator’s expense, one or more REMIC Administrators,
which shall be authorized to act on behalf of the Certificate Administrator in performing the functions set forth in Section
10.01 herein. The Certificate Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate
Administrator an instrument in which REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities
herein. The appointment of a REMIC Administrator shall not


 



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relieve the Certificate Administrator from any of its obligations hereunder,
and the Certificate Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator. Each
REMIC Administrator must be acceptable to the Certificate Administrator and must be organized and doing business under the laws
of the United States of America or of any State and be subject to supervision or examination by federal or state authorities.
In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the Certificate Administrator
hereby agrees to act in such capacity in accordance with the terms hereof. If Wells Fargo Bank, National Association is removed
as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as REMIC Administrator.


 


(b)          Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)          Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall
be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance
of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability
for any action taken by it as such at the direction of the Certificate Administrator.


 


[End
of Article X]


 


Article
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
11.01  Intent of the Parties; Reasonableness.
The parties hereto acknowledge and agree that the purpose of Article XI of this Agreement is to facilitate compliance by
the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Companion Loan) with the provisions
of Regulation AB and the related rules and regulations of the Commission. The Depositor shall not exercise its rights to request
delivery of information or other performance under these provisions other than in reasonable good faith, or


 



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for purposes other
than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations
of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change
over time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with requests made by the
Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good
faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB (to the
extent such interpretations require compliance and are not “grandfathered”). In connection with the Wells Fargo Commercial
Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37, and any Other Securitization subject
to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the Special Servicer, the Operating Advisor,
the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate Administrator,
and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a Serviced
Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any such Other
Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees), any
and all statements, reports, certifications, records and any other information (in its possession or reasonably attainable) necessary
in the reasonable good faith determination of the Depositor or such Other Depositor, as applicable, to permit the Depositor or
such Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to
the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer
and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related
Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor to be necessary in
order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written
request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information
in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of
this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third
party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection
with such obligation.


 


Section
11.02    Succession; Subcontractors.
(a) As a condition to the succession to the Master Servicer and the Special Servicer or to any Sub-Servicer (but only if such
Sub-Servicer is a servicer as contemplated by Item 1108(a)(2)) as servicer or sub-servicer or succession to the Certificate Administrator
under this Agreement by any Person (i) into which the Master Servicer and the Special Servicer, such Sub Servicer or Certificate
Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer and the Special
Servicer or to any such Sub-Servicer or Certificate Administrator, the person removing and replacing the Master Servicer and the
Special Servicer or Certificate Administrator shall provide to the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator and each Other Depositor, as applicable, at least fifteen (15) calendar days prior to the effective date of such
succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written notice to the Depositor, the
Other Depositor and the Other Certificate Administrator of such succession or appointment and (y) in writing and in form and substance
reasonably satisfactory to the Depositor, all information relating to such successor reasonably


 



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requested by the Depositor, Other
Depositor or Other Certificate Administrator in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant
to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act); provided,
however that if disclosing such information prior to such effective date would violate any applicable law or confidentiality
agreement, the Master Servicer, the Special Servicer, any Additional Servicer or the Certificate Administrator, as the case may
be, shall submit such disclosure to the Depositor and the Other Depositor no later than the effective date of such succession
or appointment.


 


(b)          Each
of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator and each
Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or more
Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant,
such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and any Other Trustee,
Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion
Loan) a written description (in form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee,
Other Certificate Administrator or Other Depositor, as applicable) of the role and function of each Subcontractor utilized by
such Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements of the Servicing Criteria that will be
addressed in assessments of compliance provided by each such Subcontractor. As a condition to the utilization by such Servicer
of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall (i) with respect to any such Subcontractor
engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect
to any other subcontractor with which it has entered into a servicing relationship, cause such Subcontractor used by such Servicer
for the benefit of the Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator and Other Depositor related
to any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10
and Section 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to
any Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible
for using commercially reasonable efforts to obtain, and with respect to each other Servicing Function Participant engaged by
such Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver to the applicable Persons
any assessment of compliance report and related accountant’s attestation required to be delivered by such Subcontractor
under Section 11.10 and Section 11.11, in each case, as and when required to be delivered. For the avoidance of
doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)          Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii)


 



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of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer
and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective
until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter
period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate
Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports
under the Exchange Act are required to be filed under the Exchange Act).


 


(d)          In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor, the Certificate
Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of such
succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement,
no later than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate
Administrator, in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator,
all information reasonably necessary for the Certificate Administrator to accurately and timely report, pursuant to Section
11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 


(e)          Notwithstanding
anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or any Mortgage Loan that
is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB, the Master Servicer
shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to comply with its
obligations under such Initial Sub-Servicing Agreement.


 


(f)          Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.02 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the information relates to a party that services,
specially services or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section
11.03   Filing Obligations. (a) The
Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction of the Trust’s reporting
requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06 and 11.07 of this Agreement,
the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the
Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s
Electronic Data Gathering and Retrieval System (“EDGAR”)) such Forms executed by the Depositor.


 






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Each
party hereto shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of
any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other
than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate
agreement.


 


(b)          In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form
10-D, ABS-EE, 10-K or 8-K required to be filed by this Agreement because required disclosure information was either not delivered
to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly
notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A
or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator
will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include
such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed
Form 10-D, Form ABS-EE, Form 10-K or Form 8-K needs to be amended, the Certificate Administrator will notify the Depositor, and
such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary
Form 10-D/A, Form ABS-EE/A, Form 10-K/A or Form 8-K/A. Any Form 15, Form 12b-25 or any amendment to Form 10-D, Form ABS-EE, Form
10-K or Form 8-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation and filing of
Form 15, a Form 12b-25 or any amendment to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K is contingent upon the parties observing
all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06,
11.07, 11.08, 11.09, 11.10, 11.11 and 11.15 of this Agreement. The Certificate Administrator
shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 10-D, Form ABS-EE, Form 10-K
or Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely
basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25
or any amendments to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K, not resulting from its own negligence, bad faith or willful
misconduct.


 


Section
11.04   Form 10-D and Form ABS-EE Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate
Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance
as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution
Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included
on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by
the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and
the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional
Form 10-D Disclosure, absent such reporting, direction and approval.


 



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For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within
five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB
hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function
Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the
case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable;
provided that information relating to any REO Account to be reported under “Item 9: Other Information” on Exhibit
BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution
Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure,
an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of
REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D.
Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
(or such other e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties
any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the
Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to
this paragraph.


 


The
Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange
Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified
Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form
ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index
Key” for each such filer and (iii) to the extent such information is provided to the Certificate Administrator by the Master
Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04,
the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the
time period specified in this Section 11.04) and the Collection Account as of the related Distribution Date and as of the
immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and
the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution
Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f) of the applicable Mortgage Loan Purchase Agreement,
shall deliver such information as described in clause (i) and clause (ii) of this paragraph.


 


Form
10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past


 



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ninety (90) days.” The Depositor shall notify the Certificate Administrator by email to cts.sec.notifications@wellsfargo.com,
no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if
the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations
in preparing, executing and/or filing any such report.


 


With
respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall
include as part of any applicable Form 10-D filed by it (to the extent it receives such information from the applicable Servicer)
the identity of such Mortgage Loan and, to the extent such information is received by the Certificate Administrator from the Master
Servicer or the Special Servicer, as the case may be, substantially in the form of Exhibit KK (A) the amount of any such
Additional Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service
coverage ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C)
the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form 10-D for each reporting period: Name: A.J. Sfarra, Telephone: (212) 214-5613. The Certificate Administrator may
rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


Upon
receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in
accordance with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such
Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt
of such Asset Review Report Summary from the Asset Representations Reviewer.


 


To
the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include on
the Form 10-D relating to the reporting period in which such request was received a Special Notice including the information required
to be included pursuant to Section 5.06.


 


(b)          After
preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for
review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar day after the related
Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business Days after receipt of
such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution Date, the Depositor
shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of
such Form 10-D and, a duly authorized officer of the Depositor shall sign the Form 10-D and return an electronic or fax copy of
such signed Form 10-D (with an original executed hard copy


 



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to follow by overnight mail) to the Certificate Administrator. Alternatively,
if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually
signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and
certified copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each to be filed
with each Form 10-D, in which case the Certificate Administrator shall sign such Forms 10-D as attorney in fact for the Depositor.
If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator shall
follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
shall make available on its Internet website a final executed copy of each Form 10-D filed by the Certificate Administrator. The
signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New
York, New York 10152, Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq., Wells Fargo Law Department, D1053-300, 301
South College St., Charlotte, North Carolina 28288. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.04(b) related to the timely preparation and filing of Form 10-D is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b). Neither
the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising out of
or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D, where such failure
results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any
party to this Agreement needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence,
bad faith or willful misconduct.


 


(c)          Prior
to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate
Administrator shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange
Act and the rules and regulations of the Commission thereunder; provided that the foregoing shall not apply to any
Form ABS-EE required to be filed with the Commission and incorporated by reference in either the Preliminary Prospectus or
the Prospectus. The Certificate Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL
File received by the Certificate Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the
Certificate Administrator receives any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section
3.12(d), the Certificate Administrator shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE.
After preparing the Form ABS-EE, the Certificate Administrator shall forward electronically a copy of such Form ABS-EE
(together with the related CREFC® Schedule AL File, any Schedule AL Additional File received by the Certificate
Administrator in both XML format and Excel format) concurrently with the related Form 10-D to the Depositor for review and
approval. Any questions are to be directed to ssreports@wellsfargo.com (or such other email address as is provided by the
Master Servicer in writing to the Depositor and the Certificate Administrator). The Master Servicer shall reasonably
cooperate with the Depositor to answer any questions that the Depositor may pose to the Master Servicer regarding any
CREFC® Schedule AL File (other than questions regarding data that is in the Initial Schedule AL File) or Schedule AL
Additional File. The Certificate Administrator, the Master Servicer and the Depositor shall each, to the extent related to
such party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding any CREFC® Schedule
AL File or any Schedule AL Additional File promptly.


 



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Within
two (2) Business Days after receipt of the copy of Form ABS-EE for review, but no later than the two (2) Business Days prior to
the 15th calendar day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approval of such Form ABS-EE, and a duly authorized officer of the Depositor
shall sign the Form ABS-EE and return an electronic or fax copy of such signed Form ABS-EE (with an original executed hard copy
to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form ABS-EE, upon
receipt of the Depositor’s signature thereof, prior to the filing of the related Form 10-D. If a Form ABS-EE cannot be filed
on time or if a previously filed Form ABS-EE needs to be amended, the Certificate Administrator shall follow the procedures set
forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator shall, pursuant to
Section 3.13(b), make available on the Certificate Administrator’s website a final executed copy of each Form ABS-EE
(together with the related CREFC® Schedule AL File and any Schedule AL Additional File received by the Certificate Administrator)
filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC,
375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq.,
Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 11.04(c) related to the timely preparation
and filing of Form ABS-EE is contingent upon the responsible parties observing all applicable deadlines in the performance of
their duties under this Section 11.04(c). The Certificate Administrator shall have no liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare or file such Form ABS-EE where such failure results
from the Certificate Administrator’s inability or failure to receive on a timely basis any information from any other party
hereto needed to prepare, arrange for execution or file such Form ABS-EE, not resulting from its own negligence, bad faith or
willful misconduct.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form ABS-EE for each reporting period: Name: A.J. Sfarra, Telephone: (212) 214-5613. The Certificate Administrator may
rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


(d)          Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.04.


 


Section
11.05   Form 10-K Filings. (a) Within ninety (90) days after the end of each fiscal year of the Trust (it being understood that the fiscal year for the Trust
ends on December 31 of each year) or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”),
commencing in March 2017, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and
substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the


 



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extent they
have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement:


 


(i)           an
annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material instance of
noncompliance and the nature and status thereof;


 


(ii)          (A)
the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian
or Trustee, as described under Section 11.10; and


 


(B)       if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance
involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy
such instance of noncompliance), or if such report on assessment of compliance with servicing criteria described under Section
11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why
such report is not included;


 


(iii)         (A)
     the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


(B)       if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


 


(iv)         a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any
disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form
10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the following paragraph be reported by the parties
set forth on Exhibit CC to the Depositor and the Certificate


 



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Administrator and approved by the Depositor and the Certificate
Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure,
absent such reporting, direction and approval. Information delivered to the Certificate Administrator hereunder should be delivered
(i) by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications and also (ii)
by email to Form10k.Compliance@cwt.com.


 


As
set forth on Exhibit CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting
requirements, commencing in 2017, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate
Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has
actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the
parties listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification
in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit CC
of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.
The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection
with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form
10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor shall notify the Certificate Administrator in writing, no later than March 1st with respect
to the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate Administrator
shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)          After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for
review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of
such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization for the Depositor
shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to
follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed on time or if a previously
filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed
copy of each Form 10-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Wells
Fargo Securities, LLC, 375 Park


 



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Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra, with a copy to:
Jeff D. Blake, Esq., Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288. The parties
to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05
related to the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional
Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines
in the performance of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall
have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s failure
to receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant
engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence,
bad faith or willful misconduct.


 


(c)          Upon
written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has received notice
that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller or Other Depositor,
the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


(d)          Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.05.


 


Section
11.06   Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached as Exhibit Y required to be included therewith
pursuant to the Sarbanes-Oxley Act. For so long as the Trust or the trust for any Other Securitization is subject to the reporting
requirements of the Exchange Act, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian,
the Operating Advisor and the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect
to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report) shall provide,
and (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as the case may be,
that is a Servicing Function Participant shall use commercially reasonable efforts to cause such Initial Sub-Servicer to provide,
and (ii) with respect to each other Servicing Function Participant with which the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect to
the Mortgage Loans, shall cause such Servicing Function Participant to provide, to each Person who signs the Sarbanes-Oxley Certification
for the Trust or any Other Securitization that includes a Serviced Companion Loan (individually and collectively, the “Certifying
Person”), on or before March 1st of each year commencing in March 2017, a certification substantially in the form attached
hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6 or Z-7 (each, a “Performance
Certification”), as applicable, on which each Certifying Person, the entity for which such 


 



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Certifying Person acts as
an officer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively
with the Certifying Person, “Certification Parties”) can reasonably rely; provided that, if a Servicing
Function Participant (other than an Initial Sub-Servicer) with which the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect to the
Mortgage Loans fails to provide a Performance Certification, the Performance Certification provided by the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor, as applicable, that engaged
such Servicing Function Participant shall not exclude information that would have been provided by such Servicing Function Participant.
In addition, in the event that any Companion Loan (other than a Non-Serviced Companion Loan) is deposited into a commercial mortgage
securitization (including an “Other Securitization”) and the Reporting Servicer is provided with timely and
complete contact information for the parties to such Other Securitization, each Reporting Servicer, upon not less than thirty
(30) days prior written request, shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other
Securitization either the Performance Certification or a separate certification in form and substance similar to applicable Performance
Certification (which shall address the matters contained in the applicable Performance Certification, but solely with respect
to the related Companion Loan) on which such Person, the entity for which the Person acts as an officer (if the Person is an individual),
and such entity’s officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan,
the Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification.
The senior officer in charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust.
In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which may be included as part of such other
certifications being delivered by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance
statement provided pursuant to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing
criteria provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11,
and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults
described to the registered public accountants of such Reporting Servicer to enable such accountants to render the certificates
provided for in Section 11.11. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this
Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer
shall provide a certification to each affected Certifying Person pursuant to this Section 11.06 with respect to the period
of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be. Each
such Performance Certification shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor,
the Certificate Administrator, any affected Other Depositor and Other Certificate Administrator and such providing parties. Notwithstanding
the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness
or completeness of any information provided to such Reporting Servicer by third parties (including a “significant obligor”,
but other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information
other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities


 



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hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of
information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left
blank on their face.


 


Notwithstanding
anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for
each Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver
any certification under this Section 11.06 shall be obligated to do so.


 


Section
11.07   Form 8-K Filings.
Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable
Event”), and if requested by the Depositor and to the extent it receives the Form 8-K Disclosure Information described
below, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act
and shall provide notice thereof to Form10K.Compliance@cwt.com, provided that the Depositor shall file the initial Form
8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is
otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the following
paragraph be reported by the parties set forth on Exhibit DD to the Depositor and the Certificate Administrator and approved
by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


 


As
set forth on Exhibit DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later
than close of business, New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties
set forth on Exhibit DD hereto shall be required to provide to the Depositor and the Certificate Administrator, to the
extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form
8-K Disclosure Information, if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K
Disclosure Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information
on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or procure
from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred
by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K
pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 


After
preparing the Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for
review no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than


 



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24 hours after having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly,
but no later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than
noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall
sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow
by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs
to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing
with the Commission, the Certificate Administrator will, make available on its Internet website a final executed copy of each
Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Wells Fargo Securities,
LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq.,
Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation
and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under
this Section 11.07. Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such
Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis,
any information from the parties to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting
from its own negligence, bad faith or willful misconduct.


 


The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer
and the Special Servicer, as the case may be, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer
engaged by the Master Servicer or the Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional
Servicer to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing
relationship with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly
notify) the Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business
Day after its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or
Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding
anything to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver
Form 8-K Disclosure Information.


 


Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.07 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.07.


 



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For
so long as the Trust is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan
serviced under a related Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would
be required to be reported on a Form 8-K relating to this Trust shall become effective with respect to this Trust until the Certificate
Administrator has filed any required Form 8-K pursuant to this Section 11.07.


 


Section
11.08   Form 15 Filing.  On or prior to January 30th of the first year in which the Depositor shall provide notice to the Certificate Administrator of
its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator shall prepare and file a notification
relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act (the “Form 15 Suspension
Notification”) or any form necessary to be filed with the Commission to suspend such reporting obligations. With respect
to any reporting period occurring after the filing of such form, subject to Section 11.15(h), the obligations of the parties
to this Agreement under Section 11.04, Section 11.05 and Section 11.07 shall be suspended and reports or
certifications due under Section 11.09, 11.10 and 11.11 shall not be due until April 15th of each year. The
Certificate Administrator shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form
has been filed. If, after the filing of a Form 15 Suspension Notification, the Depositor shall provide notice to the Certificate
Administrator that it is required to resume its Exchange Act filings, the Certificate Administrator shall recommence preparing
and filing reports on Forms 10-D, ABS-EE, 10-K and 8-K as required pursuant to Section 11.04, Section 11.05 and
Section 11.07, and all parties’ obligations under this Article XI shall recommence.


 


Section
11.09   Annual Compliance Statements.  The Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of a Mortgage
Loan), the Custodian, the Trustee (provided, however, that the Trustee shall not be required to deliver an assessment
of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable to it) and the Certificate
Administrator (each, a “Certifying Servicer”) shall (and each such party shall (i) with respect to each Additional
Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such
Additional Servicer to deliver to and (ii) with respect to each other Additional Servicer that is also a Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to
deliver to), on or before March 1st of each year, commencing in March 2017, deliver to the Trustee, the Certificate Administrator
(which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website), the Depositor
and the 17g-5 Information Provider (who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate,
in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to
the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the
preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable
sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s
supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled
all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case
of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if


 



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there has been a failure to
fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status
thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by
the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each
Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to
cause such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing
relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or,
in the case of the Certificate Administrator, make a copy of each such statement available on its Internet website) to the Directing
Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the Certificate Administrator
will use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit
HH. Promptly after receipt of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate
and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related
Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage
Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under
the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer
under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during
the applicable period, whether or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required
to be delivered. None of the Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery
of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor (or,
in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in
respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


In
the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any
applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect
to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement,
cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect
to the period of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject
to this Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Any
certificate, statement, report, notice and/or information furnished or required to be furnished pursuant to this Section 11.09 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information
relates to a party


 



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that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time
frame as set forth in this Section 11.09.


 


Section
11.10   Annual Reports on Assessment of Compliance
with Servicing Criteria. (a) On or before March 1st of each year, commencing in March 2017, the Master Servicer, the Special Servicer (regardless of whether
the Special Servicer has commenced special servicing of the Mortgage Loans), the Trustee (provided, however, that
the Trustee shall be required to deliver an assessment of compliance only if an Advance was made by the Trustee in such calendar
year), the Custodian, the Operating Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense,
shall furnish (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer, Special
Servicer, Trustee, Operating Advisor, Custodian, or Certificate Administrator that is a Servicing Function Participant, use commercially
reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with respect to each other Servicing Function
Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function
Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by
the Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer, also to
the Operating Advisor), and the 17g-5 Information Provider, a report substantially in the form of Exhibit II or such other
form provided by such Reporting Servicer that complies in all material respects with the requirements of Item 1122 of Regulation
AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting
Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting
Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s
assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered
by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of
noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D)
a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment
of compliance with the Relevant Servicing Criteria as of and for such period. With respect to any Non-Serviced Companion Loan,
the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit
II. Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and the Reporting Servicer.


 


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to
the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and,
if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant
Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as
applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually address the Relevant
Servicing Criteria for each party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master
Servicer, the Special Servicer, the Certificate


 



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Administrator, the Trustee, the Operating Advisor or any Servicing Function Participant
shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received
written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report
on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar
year.


 


Notwithstanding
the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator
and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their
combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)          The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such
party and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)          No
later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG,
and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 


In
the event the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any
Servicing Function Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by the Master Servicer or Special Servicer that is an Additional Servicer that resigns
or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii)
with respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such
Additional Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation
as required in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that
the Additional Servicer was subject to such other servicing agreement.


 



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(d)          The
Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination Event
or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


(e)          Any
certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished pursuant
to this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent
such item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this Section 11.10.


 


Section
11.11   Annual Independent Public Accountants’
Attestation Report.  On or before March 1st of each year, commencing in March 2017, the Master Servicer, the Special Servicer, the Trustee (provided,
however, that the Trustee shall not be required to deliver an assessment of compliance with respect to any period during
which there was no Relevant Servicing Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator,
each at its own expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by the Master
Servicer, Special Servicer, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use
commercially reasonable efforts to cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing
Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing
Function Participant to cause) a registered public accounting firm (which may also render other services to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing
Function Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish
a report to the Trustee, the Certificate Administrator (who will promptly post such report on the Certificate Administrator’s
Website pursuant to Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and, prior to the occurrence and
continuance of a Consultation Termination Event, the Directing Certificateholder, and, promptly, but not earlier than the second
Business Day following the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the effect that
(i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes
an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii) on the basis
of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB,
it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria
applicable to it was fairly stated in all material respects. In the event that an overall opinion cannot be expressed, such registered
public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s
attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and
the Exchange Act. Such report must be available for general use and not contain restricted use language. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement will be


 



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provided by the Certificate
Administrator in accordance with Section 3.13(b). Such report shall be provided in EDGAR-Compatible Format, or in such
other format agreed upon by the Depositor, the Certificate Administrator and the providing parties.


 


Promptly
after receipt of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult
with the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
as to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian,
the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to this
Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and notify the Depositor
of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian or any Additional Servicer shall be required to deliver, or shall be required to cause the delivery of
such reports until April 15th in any given year so long as it has received written confirmation from the Depositor that a Form
10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


 


Any
notice, report, assessment of compliance, statement, certificate and/or information furnished or required to be furnished pursuant
to this Section 11.11 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent
the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee
or custodian for a Serviced Companion Loan) in the same time frame as set forth in this ‎Section 11.11.


 


Section
11.12   Indemnification.  Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor
and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by such Certification Party arising out of (i) an actual breach by the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate Administrator, as the case may be,
of its obligations under this Article XI, (ii) negligence, bad faith or willful misconduct on the part of the Master Servicer,
the Special Servicer, the Trustee, the Asset Representations Reviewer, the Operating Advisor, the Custodian or the Certificate
Administrator in the performance of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable by, or on behalf
of, such party.


 


The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect
to any Initial Sub-Servicer engaged by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator that is
a Servicing


 



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Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii)
with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered
into a servicing relationship with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless
each Certification Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses
and related costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a
breach of its obligations to provide any of the annual compliance statements or annual assessment of compliance with the servicing
criteria or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith
or willful misconduct on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in
Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of
any Deficient Exchange Act Deliverable.


 


In
addition, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian,
the Certificate Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional
Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor
as necessary for the Depositor or such Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate
and assess any material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting
requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder
(“Reporting Requirements”).


 


In
connection with comments provided to the Depositor or any Other Depositor from the Commission or its staff regarding information
(x) delivered by the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian,
the Certificate Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected
Reporting Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or
any registered public accounting firm, attorney or other agent retained by such Affected Reporting Party to prepare such information,
which information is contained in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and
which comments are received subsequent to the Depositor’s or any Other Depositor’s filing of such report, the Depositor
or any Other Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected
Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written response to the Commission
or its staff for inclusion in the Depositor’s or any Other Depositor’s response to the Commission or its staff, unless
such Affected Reporting Party elects, with the consent of the Depositor or any Other Depositor, as applicable (which consent shall
not be unreasonably denied, withheld or delayed), to directly communicate with the Commission or its staff and negotiate a response
and/or resolution with the Commission or its staff; provided, however, that if an Affected Reporting Party is a
Servicing Function Participant or Additional Servicer retained by the Master Servicer, the Master Servicer shall receive copies
of all material communications pursuant to this Section 11.12. If such election is made, the applicable Affected Reporting
Party shall be responsible for directly negotiating such response and/or resolution with the Commission or its staff in a timely
manner; provided that (i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor


 



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or any Other
Depositor informed of its progress with the Commission or its staff and copy the Depositor or any Other Depositor on all correspondence
with the Commission or its staff and provide the Depositor or any Other Depositor with the opportunity to participate (at the
Depositor’s or any Other Depositor’s expense) in any telephone conferences and meetings with the Commission or its
staff and (ii) the Depositor or any Other Depositor shall cooperate with any Affected Reporting Party in order to authorize such
Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission or its staff with respect
to any comments from the Commission or its staff relating to such Affected Reporting Party and to notify the Commission or its
staff of such authorization. The Depositor (or any Other Depositor) and the Affected Reporting Party shall cooperate and coordinate
with one another with respect to any requests made to the Commission or its staff for extension of time for submitting a response
or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor (including
reasonable legal fees and expenses of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection
with the foregoing (other than those costs and expenses required to be at the Depositor’s or any Other Depositor’s
expense as set forth above) and any amendments to any reports filed with the Commission or its staff related thereto shall be
promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor,
as the case may be. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator
and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant or Additional
Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer
and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to
the Mortgage Loans, cause such party to, comply with the foregoing by inclusion of similar provisions in the related sub-servicing
or similar agreement.


 


If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing
Party”) shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims,
damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification
Party on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations
pursuant to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations
under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual
servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful
misconduct in connection therewith. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, the Special Servicer, Trustee
or Certificate Administrator that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts
to cause such party to, and (ii) with respect to each other Additional Servicer or Servicing Function Participant, in each case,
with which it has entered into a servicing relationship with respect to the Mortgage Loans cause such party, in each case, to
agree to the foregoing indemnification and contribution obligations. This Section 11.12 shall survive the termination of
this Agreement or the earlier resignation or


 



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removal of the Master Servicer, the Special Servicer, the Trustee, the Operating
Advisor, the Custodian or the Certificate Administrator.


 


Section
11.13   Amendments.  This Article XI may be amended with the written consent of the parties hereto pursuant to Section 13.01 for purposes
of complying with Regulation AB and/or to conform to standards developed within the commercial mortgage-backed securities market
and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmation with respect
to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding
anything to the contrary contained in this Agreement; provided that the reports and certificates required to be prepared
pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency Confirmation
with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, without a confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25). For the avoidance of doubt, any amendment
to this Article XI affecting a Serviced Companion Loan shall be subject to Section 13.01(k).


 


Section
11.14   Regulation AB Notices.  Any notice, report or certificate required to be delivered by any of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Trustee, as the case may be, to
the Depositor pursuant to this Article XI may be delivered via email (and additionally delivered via phone or telecopy),
notwithstanding the provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com and Form10K.compliance@cwt.com.


 


Section
11.15   Certain Matters Relating to the Future
Securitization of the Serviced Pari Passu Companion Loans.  (a) Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced
Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage
Loan Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted
transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB
(a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation
AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller
reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(2), (c)(3), (c)(4), (c)(5), (c)(6)
and (e) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information
as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer understands that such


 



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information may be included in the offering material related
to a Regulation AB Companion Loan Securitization and agrees to (b) negotiate in good faith an agreement (subject to the final
sentence of this sub-section) to indemnify and hold the related depositor and underwriters involved in the offering of the related
commercial mortgage pass through certificates harmless for any costs, liabilities, fees and expenses incurred by the depositor
or such underwriters as a result of any material misstatements or omissions or alleged material misstatements or omissions in
any such offering material to the extent that such material misstatement or omission was made in reliance upon any such information
provided by the Trustee (where such information pertains to the Trustee individually and not to any specific aspect of the Trustee’s
duties or obligations under this Agreement), the Certificate Administrator (where such information pertains to the Certificate
Administrator individually and not to any specific aspect of the Certificate Administrator’s duties or obligations under
this Agreement), the Master Servicer (where such information pertains to the Master Servicer individually and not to any specific
aspect of the Master Servicer’s duties or obligations under this Agreement) and the Special Servicer (where such information
pertains to the Special Servicer individually and not to any specific aspect of the Special Servicer’s duties or obligations
under this Agreement), as applicable, to such depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required
by this Section 11.15(a) and (ii) deliver such securities law opinion(s) of counsel, certifications and/or indemnification
agreement(s) (to the extent the cost thereof is paid by the related Mortgage Loan Seller) with respect to such information that
are substantially similar to those delivered with respect to the offering material for this securitization by the Master Servicer,
the Special Servicer, Trustee and Certificate Administrator, as the case may be, or their respective counsel, in connection with
the information concerning such party in the offering material related to a Regulation AB Companion Loan Securitization. Notwithstanding
the foregoing, to the extent that the information provided by the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as the case may be, for inclusion in the offering materials related to such Regulation AB Companion Loan
Securitization is substantially and materially similar to the information provided by such party with respect to the offering
materials related to this transaction, subject to any required changes due to any amendments to Regulation AB or any changes in
the interpretation of Regulation AB or changes in factual circumstances, such party shall be deemed to be in compliance with this
Section 11.15(a). Any indemnification agreement executed by the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer in connection with the Regulation AB Companion Loan Securitization shall be substantially similar to the
related indemnification agreement executed in connection with this Agreement. It shall be a condition precedent to any party’s
obligations otherwise set forth above and/or elsewhere in Article XI that the Mortgage Loan Seller (or permitted transferee)
shall have (a) provided reasonable advance notice (and, in any event, not less than 10 Business Days) of the exercise of its rights
hereunder and (b) paid, or entered into reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses (including
reasonable fees and expenses of counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion
of counsel or indemnification agreement.


 


(b)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence of the
related Regulation AB Companion Loan Securitization, or


 



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(b) such party is also a party to the related Other Pooling and Servicing
Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected on
Exhibit S), cooperate with the depositor, trustee, certificate administrator, master servicer or special servicer for any
Regulation AB Companion Loan Securitization in preparing each Form 10-D, Form ABS-EE and Form 10-K required to be filed by such
Regulation AB Companion Loan Securitization (until January 30 of the first year in which the trustee or other applicable party
for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related trust)
and shall provide to such depositor, trustee, certificate administrator or master servicer within the time period set forth in
the Other Pooling and Servicing Agreement (so long as such time period is no earlier than the time periods set forth herein) for
such Regulation AB Companion Loan Securitization such information relating to a Serviced Securitized Companion Loan as may be
reasonably necessary for the depositor, trustee, certificate administrator and master servicer of the Regulation AB Companion
Loan Securitization to comply with the reporting requirements of Regulation AB and the Exchange Act; provided, however,
that any parties to any Regulation AB Companion Loan Securitization shall consult with the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer (and the Master Servicer shall consult with any sub-servicer appointed by it with
respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer shall cooperate with such parties in respect of establishing the time periods for preparation of the Form 10-D reports
in the documentation for such Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than
this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this
Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in
compliance with the provisions of this Section 11.15(b).


 


(c)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence of the
related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and Servicing
Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected on
Exhibit S), provide the depositor, trustee or certificate administrator, as applicable, under a Regulation AB Companion
Loan Securitization (until January 30 of the first year in which the trustee or certificate administrator, as applicable, for
such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information
with respect to any event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan
within two (2) Business Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the
extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in
all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI of this
Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements


 



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contemplated in this Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall
be deemed to be in compliance with the provisions of this Section 11.15(c).


 


(d)          On
or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required to file
an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of
the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the
Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence of the
related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and Servicing
Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected on
Exhibit S), provide, with respect to itself, to the depositor, trustee or certificate administrator, as applicable, under
such Regulation AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB, (i) a report
on an assessment of compliance with the servicing criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii)
a registered accounting firm’s attestation report on such Person’s assessment of compliance with the applicable servicing
criteria to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information as may be required
pursuant to Item 1122(c) of Regulation AB. Notwithstanding the foregoing, to the extent the Master Servicer or the Special Servicer,
as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such
party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting
and attestation requirements contemplated in this Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)          On
or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required to file
an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of
the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the
Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver, with respect
to itself, to the depositor, trustee or certificate administrator under such Regulation AB Companion Loan Securitization (provided that (a) such party has received notice of the occurrence of the related Regulation AB Companion Loan Securitization, or (b)
such party is also a party to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion
Loan Securitization closed prior to the Closing Date, as reflected on Exhibit S), under such Regulation AB Companion Loan
Securitization a servicer compliance statement signed by an authorized officer of such Person that satisfies the requirements
of Item 1123 of Regulation AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master
Servicer or the Special Servicer,


 



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as the case may be, complies in all material respects with the timing, reporting and attestation
requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect
to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(e) with respect to
such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section
11.15(e).


 


(f)           Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to
each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor,
sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless
for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any
subservicing agreement related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer
to provide to the Master Servicer or the Special Servicer, as applicable, information, reports, statements and certificates with
respect to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates
required to be provided by the Master Servicer or the Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer
is not otherwise required to provide such information, reports or certificates to any Person in order to comply with Regulation
AB. Such information, reports or certificates shall be provided to the Master Servicer or the Special Servicer, as the case may
be, no later than two Business Days prior to the date on which the Master Servicer or the Special Servicer, as the case may be,
is required to deliver its comparable information, reports, statements or certificates pursuant to this Section 11.15.


 


(g)          With
respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has notified
the Master Servicer and the Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k)
of Regulation AB) (together with notification of the relevant Distribution Date) with respect to an Other Securitization that
includes such Serviced Companion Loan, to the extent that the Master Servicer is in receipt of the updated financial statements
of such “significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year)
from the Mortgagor (in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans
and Serviced REO Properties), beginning with the first calendar quarter in which such notice from the Other Depositor was received,
or the updated financial statements of such “significant obligor” for any calendar year, beginning for the calendar
year in which such notice from the Other Depositor was received, as applicable, the Master Servicer shall deliver to the Other
Depositor, on or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing
Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if
such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly
Filing Deadline or seventeen (17) or more Business Days prior to the


 



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related Significant Obligor NOI Yearly Filing Deadline, as
applicable, the financial statements of such “significant obligor”, together with the net operating income of such
“significant obligor” for the applicable period as calculated by the Master Servicer (or by the Special Servicer and
provided to the Master Servicer solely in the case of any related Specially Serviced Loan or Serviced REO Property) in accordance
with CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Day prior
to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related
Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor”,
together with the net operating income of such “significant obligor” for the applicable period as reported by the
related Mortgagor in such financial statements (or as reported by the related Mortgagor to the Special Servicer and provided by
the Special Servicer to the Master Servicer solely in the case of any related Specially Serviced Loan or as reported by the Special
Servicer with respect to Serviced REO Property and provided by the Special Servicer to the Master Servicer).


 


If
the Master Servicer does not receive such financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1)
of Form 10-K, as the case may be, of such “significant obligor” within ten (10) Business Days after the date such
financial information is required to be delivered under the related Mortgage Loan documents, the Master Servicer shall notify
the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and
shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that
such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such Other Depositor)
that it has not received such financial information. The Master Servicer (in the case of Non-Specially Serviced Loans) or the
Special Servicer (in the case of Specially Serviced Loans) shall use efforts consistent with the Servicing Standard (taking into
account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic
financial statements required to be delivered by the related Mortgagor under the related Mortgage Loan documents.


 


The
Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans)
shall (and shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor
that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence
of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant
obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the
required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or
Form 10-K, as applicable, is required to be filed with respect to the Other Securitization, shall forward an Officer’s Certificate
evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related to such
Other Securitization; provided, however, the Special Servicer shall provide such Officer’s Certificate to
the Master Servicer and the Master Servicer shall forward such Officer’s Certificate to the Other Exchange Act Reporting
Party and Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate
administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.


 



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(h)          If
any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act,
then the obligations of the parties hereto set forth in this Article XI with respect such Other Securitization shall remain
in full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange
Act.


 


Section
11.16   Certain Matters Regarding Significant
Obligors.  As of the Closing Date, with respect to the Trust, there is no “significant obligor” within the meaning of Item 1101(k)
of Regulation AB (“Significant Obligor”).


 


Section
11.17   Impact of Cure Period.  For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event
pursuant to clause (iii) of the definition thereof prior to the expiration of the grace period applicable to such party’s
obligations under this Article XI as provided for in such clause (iii) nor shall any such party be deemed to not
be in compliance under this Agreement, during any grace period provided for in this Article XI; provided that if
any such party fails to comply with the delivery requirements of this Article XI by the expiration of any applicable grace
period such failure shall constitute a Servicer Termination Event. Neither the Master Servicer nor the Special Servicer shall
be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of
the grace period applicable to such party’s obligations under this Article XI as provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, for failing to deliver any item required
under this Article XI by the time required hereunder with respect to any reporting period for which the Trust (or any trust
in a related Other Securitization) is not required to file Exchange Act reports.


 


[End
of Article XI]


 


Article
XII



THE ASSET REPRESENTATIONS REVIEWER


 


Section
12.01   Asset Review.


 


(a)          On
or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall
determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate
Administrator shall promptly provide notice to all Certificateholders and each other party to this Agreement. Any notice required
to be delivered to the Certificateholders pursuant to this Article XII shall be delivered by the Certificate Administrator
by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’
addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository
in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the reporting
period in which the Asset Review Trigger occurred the following statement describing the events that caused the Asset Review Trigger
to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent
and an Asset Review


 



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Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring
after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the Master
Servicer or the Special Servicer, as the case may be, shall determine whether (1) any additional Mortgage Loan has become a Delinquent
Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and,
if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3),
deliver such information in a written notice (which may be via email) in the form of Exhibit SS within two (2) Business
Days to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


 


If
Certificateholders evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator,
within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting
a vote to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall
promptly provide written notice thereof to all Certificateholders (with a copy to the Asset Representations Reviewer) and conduct
a solicitation of votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative vote to authorize
an Asset Review by Holders of Certificates evidencing at least (i) a majority of those Certificateholders who cast votes and (ii)
a majority of an Asset Review Quorum within one-hundred fifty (150) days of receipt of the Asset Review Vote Election (an “Affirmative
Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof to all parties to this
Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder and the other Certificateholders (the
“Asset Review Notice”). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request
access to the Secure Data Room by providing the Certificate Administrator with a certification substantially in the form attached
hereto as Exhibit RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically
via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate Administrator shall promptly
(and in any case within two (2) Business Days after such receipt) grant the Asset Representations Reviewer access to the Secure
Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of
the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations
Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent
Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger
is otherwise in effect, (C) the Certificate Administrator has timely received any Asset Review Vote Election after the occurrence
of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred
within 150 days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of
any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review
Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the
Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection
Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent.


 



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(b)          (i)
Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1)-(5) below for Non-Specially Serviced
Loans), the Master Servicer (with respect to clause (6) below for Non-Specially Serviced Loans) and the Special Servicer
(with respect to Specially Serviced Loans) shall promptly, but in no event later than ten (10) Business Days, provide the following
materials in electronic format to the extent in their possession to the Asset Representations Reviewer (collectively, with the
Diligence Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.08, a copy of the
Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 


(1)          a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)          a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)          a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(4)          copies
of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)          a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review; and


 


(6)          a
copy of any other related documents that were entered into or delivered in connection with the origination of the related Mortgage
Loan that the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset Review
and that are requested by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii) hereof.


 


(ii)          In
addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it is
missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection
with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10)
Business Days after receipt of the Review Materials, notify the Master Servicer (with respect to Non-Specially Serviced Loans)
or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s), and request that
the Master Servicer or the Special Servicer, as the case may be, promptly, but in no event later than ten (10) Business Days 


 



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after
receipt of notification from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing document(s)
to the extent in its possession. In the event any missing documents are not provided by the Master Servicer or the Special Servicer,
as the case may be, within such ten (10) Business Day period, the Asset Representations Reviewer shall request such documents
from the related Mortgage Loan Seller; provided that the Mortgage Loan Seller shall be required under the related Mortgage
Loan Purchase Agreement to deliver such missing document only to the extent such document is in the possession of such party but
in any event excluding any documents that contain information that is proprietary to the related originator or Mortgage Loan Seller
or any draft documents or privileged or internal communications.


 


(iii)         The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be
independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the
Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant to
this Section 12.01 (any such information, “Unsolicited Information”).


 


(iv)         Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File with respect to a Delinquent
Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance of each Delinquent
Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset Review”).
The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made by the
related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit QQ (each such procedure, a “Test”). Once an Asset Review of a Mortgage Loan is completed, no further Asset
Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue
to be a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative
Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(v)          No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not
be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 


(vi)         The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)        The
Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six (56) days
after the date on which


 



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access to the Secure Data Room is provided, subject to the last sentence of this paragraph. In the event
that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and such missing
documentation is not delivered to the Asset Representations Reviewer by the Master Servicer (with respect to Non-Specially Serviced
Loans), the Special Servicer (with respect to Specially Serviced Loans) to the extent in the possession of the Master Servicer
or Special Servicer, as applicable, or from the related Mortgage Loan Seller within ten (10) Business Days following the request
by the Asset Representations Reviewer to the Master Servicer, the Special Servicer or the related Mortgage Loan Seller, as the
case may be, as described in Section 12.01(b)(ii), the Asset Representations Reviewer shall list such missing documents
in such preliminary report setting forth the preliminary results of the application of the Tests and the reasons why such missing
documents are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such
documents will be deemed to be a failure of such Test. The Asset Representations Reviewer shall provide such preliminary report
to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced
Loans), and the related Mortgage Loan Seller. If the preliminary report indicates that any of the representations and warranties
fails or is deemed to fail any Test, the related Mortgage Loan Seller shall have ninety (90) days (the “Cure/Contest
Period”) to remedy or otherwise refute the failure. Any documents or explanations to support the related Mortgage Loan
Seller’s claim that the representation and warranty has not failed a Test or that any missing information or documents in
the Review Materials are not required to complete a Test shall be sent by such Mortgage Loan Seller to the Asset Representations
Reviewer. For avoidance of doubt, the Asset Representations Reviewer shall not be required to prepare a preliminary report in
the event the Asset Representations Reviewer determines that there is no Test failure with respect to the related Mortgage Loan.


 


(viii)       The
Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided
to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration of the
Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report
setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there
is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan and the Directing Certificateholder
and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee, the Special Servicer and the Certificate Administrator. The period of time by
which the Asset Review Report must be completed and delivered may be extended by up to an additional thirty (30) days, upon written
notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations Reviewer determines
pursuant to the Asset Review Standard that such additional time is required due to the characteristics of the Mortgage Loan and/or
the Mortgaged Property or Mortgaged Properties. In no event may the Asset Representations Reviewer determine


 



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whether any Test
failure constitutes a Material Defect, or whether the Trust should enforce any rights it may have against the applicable Mortgage
Loan Seller (or, in the case of Ladder Capital Finance LLC, against Ladder Capital Finance Holdings LLLP, Series REIT of Ladder
Capital Finance Holdings LLLP and Series TRS of Ladder Capital Finance Holdings LLLP in respect of their respective payment guarantees),
which, in each case, shall be a responsibility of the applicable Enforcing Servicer pursuant to Section 2.03(f) of this
Agreement.


 


(ix)         In
addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the Master
Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans) or the
related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset Review and deliver
an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the documentation
received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset Representations Reviewer
shall have no responsibility to independently obtain any such documentation from any party to this Agreement or otherwise.


 


(x)          Within
forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Master Servicer (in the case
of Non-Specially Serviced Loans) and the Special Servicer (in the case of Specially Serviced Loans) shall determine, based on
the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the Master Servicer or the
Special Servicer, as applicable, determines that a Material Defect exists, the Special Servicer shall enforce the obligations
of the related Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)          The
Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from any party to this Agreement or any Sponsor (including, without limitation, in connection with
the review of the Mortgage Loans) and not disclose such Privileged Information to any Person (including Certificateholders), other
than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this
Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information
Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice
stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the
prior written consent of the Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)          The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (i) be affiliated with any Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have
been paid any fees,


 



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compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection
with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing
sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder
in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation or
liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or
subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were performing
its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement with any
agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor, and
nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


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


 


(a)          The
Depositor shall pay the Asset Representations Reviewer a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”)
on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid
a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage
Loans and shall be equal to the product of a rate equal to 0.00035% per annum (the “Asset Representations Reviewer
Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage
Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)          As
compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and each Mortgage
Loan that is a Delinquent Loan and is subject to an Asset Review (for purposes of this paragraph, each a “Subject Loans”),
upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations Reviewer
shall be paid a fee equal to the sum of (i) $15,000 plus (ii) $1,500 per additional Mortgaged Property in excess of one Mortgaged
Property with respect to such Subject Loan, plus (iii) $1,500 per Mortgaged Property subject to a ground lease with respect to
such Subject Loan, plus (iv) $1,500 per Mortgaged Property with respect to such Subject Loan subject to a franchise, hotel management
or hotel license agreement, subject, in the case of each of clauses (i) through (iv), to adjustments on the basis of the year-end
Consumer Price Index for All Urban Consumers, or other similar index if the Consumer Price Index for All Urban Consumers is no
longer calculated for the year of the Closing Date and for the year of the occurrence of the Asset Review (any such fee, the “Asset
Representations Reviewer Asset Review Fee”). The Asset Representations Reviewer Asset Review Fee with respect to each
Delinquent Loan shall be paid by the related Mortgage Loan Seller; provided, however, that if the related Mortgage
Loan Seller is insolvent or fails to pay such amount within ninety (90) days of written request by the Asset Representations Reviewer,
such fee shall be paid by the Trust following delivery by the Asset Representations Reviewer of a certification to the Master
Servicer that the requirements for payment set forth in this Section 12.02(b) have been met. The Asset Representations


 



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Reviewer shall not deliver any such certificate unless it has invoiced payment of such amount and otherwise met the requirements
for payment set forth in this Section 12.02(b), including receipt of evidence of such insolvency or failure to pay such
amount. A Mortgage Loan Seller shall be deemed to have failed to pay such amount hereunder ninety (90) days after delivery by
the Asset Representations Reviewer of an itemized invoice to such Mortgage Loan Seller by registered mail or overnight courier
to the address listed in this Agreement for such Mortgage Loan Seller, or to such other address as shall be provided by such Mortgage
Loan Seller for delivery of notices in accordance with this Agreement, or ninety (90) days following attempted delivery of such
invoice by registered mail or overnight courier and reasonable follow-up by telephone or e-mail. Notwithstanding any payment of
such fee by the Trust to the Asset Representations Reviewer, such fee will remain an obligation of the related Mortgage Loan Seller
and the Special Servicer (in the case of a Specially Serviced Loan) or the Master Servicer (in the case of a Non-Specially Serviced
Loan) shall pursue remedies against such Mortgage Loan Seller to recover any such amounts to the extent paid by the Trust.


 


(c)          Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the
Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased or substituted by a
Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations Reviewer
or the Trust, as the case may be, for such fees pursuant to Section 12.02(b).


 


(d)          The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section
12.03   Resignation of the Asset Representations
Reviewer.  The Asset Representations Reviewer may resign and be discharged from its obligations hereunder by giving written notice thereof
to the other parties to this Agreement and each Rating Agency. Upon such notice of resignation, the Depositor shall promptly appoint
a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. If no successor asset representations
reviewer shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation,
the resigning Asset Representations Reviewer may petition any court of competent jurisdiction for the appointment of a successor
asset representations reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear
all reasonable costs and expenses of each party hereto and each Rating Agency in connection with its resignation.


 


Section
12.04   Restrictions of the Asset Representations
Reviewer.  Neither the Asset Representations Reviewer nor any of its Affiliates shall make any investment in any Class of Certificates; provided,
however, that such prohibition shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate
of the Asset Representations Reviewer or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations
Reviewer and such Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset
Representations Reviewer under this Agreement from personnel involved in such Affiliate’s investment activities and (B)
prevent such Affiliate and its personnel from gaining access to information regarding the Trust and the Asset


 



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Representations
Reviewer and its personnel from gaining access to such Affiliate’s information regarding its investment activities.


 


Section
12.05   Termination of the Asset Representations
Reviewer.


 


(a)          An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 


(i)           any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of any of its representations or warranties under this Agreement, which failure shall continue unremedied
for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have
been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the
Holders of Certificates evidencing greater than 25% of the Voting Rights, provided that any such failure that is not curable within
such thirty (30) day period, the Asset Representations Reviewer shall have an additional cure period of thirty (30) days to effect
such cure so long as it has commenced to cure such failure within the initial thirty (30) day period and has provided the Trustee
and the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing
to pursue, such cure;


 


(ii)          any
failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice
of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)         any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days after the date written notice of such failure, requiring the same to be remedied, is given to
the Asset Representations Reviewer by any party to this Agreement;


 


(iv)         a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Asset Representations Reviewer, and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty (60) days;


 


(v)          the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar


 



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proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)         the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon
receipt by the Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination
Event, the Certificate Administrator shall promptly provide written notice to all Certificateholders (which shall be simultaneously
delivered to the Asset Representations Reviewer) in accordance with the notice distribution procedures described in Section
12.01(a), unless the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination
Event has been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case,
so long as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii)
upon the written direction of Holders of Certificates evidencing at least 25% of the Voting Rights (without regard to the application
of any Cumulative Appraisal Reduction Amounts), shall, terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement, other than rights and obligations accrued prior to such termination (including the right to receive
all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring
prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is
required to bear all reasonable costs and expenses of itself and of each other party to this Agreement in connection with its
termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor
and each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee
of any Asset Representations Reviewer Termination Event of which it becomes aware.


 


(b)          Upon
(i) the written direction of Holders of Certificates evidencing not at least 25% of the Voting Rights (without regard to the application
of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer with
a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment by such
Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in
connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the Asset
Representations Reviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing such
notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Asset Representations Reviewer.
Upon the written direction of Holders of Certificates evidencing at least 75% of a Certificateholder Quorum (without regard to
the application of any Cumulative Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations
of the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date
of such termination and other than indemnification rights arising out of events occurring prior to such termination) by notice
in writing to the Asset Representations Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer,
on the one hand, and


 



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the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to
vote for the termination or not vote for the termination of the Asset Representations Reviewer. In the event that Holders of the
Certificates evidencing at least 75% of the Voting Rights (without regard to the application of any Cumulative Appraisal Reduction
Amounts) elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations
reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)          On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 30 days
after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee delivers
such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment of an
Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing
Certificateholder of such disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee
shall appoint a successor asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding
the foregoing, if the Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the termination
of the Asset Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable
for any failure to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially reasonable
efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s
negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)          Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor,
the Mortgage Loan Sellers, the Depositor, each Rating Agency and, prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Certificateholder. In the event that the Asset Representations Reviewer is terminated, all of its rights
and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such
termination (including the right to


 



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receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination).


 


[End
of Article XII]


 


Article
XIII



MISCELLANEOUS PROVISIONS


 


Section
13.01   Amendment.  (a) This Agreement may be amended from time to time by the parties hereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          to
correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)         to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or
to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in
writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor Trust;
provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the
party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) or any other provision hereof restricting transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 



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(vi)        to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any
holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(vii)       to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect
the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the Directing Certificateholder,
determine that the commercial mortgage-backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25);


 


(ix)         to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such
amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an
Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating
such Certificates; and provided, further,


 



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that the Certificate Administrator shall give notice of any such amendment
to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; or


 


(x)          to
modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller, or (B) may
materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


(b)          This
Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)           reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to
be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)          reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)         change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)          amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced


 



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Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement,
the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


(c)          Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment hereto without having first received
an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all conditions
precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special
Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the
Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes
any provision specifically required to be included in this Agreement by (i) the Hilton Hawaiian Village Intercreditor Agreement,
(ii) the Quantum Park Intercreditor Agreement, (iii) the Walmart Shadow Anchored Portfolio Intercreditor Agreement, (iv) the Potomac
Mills Intercreditor Agreement, (v) the 1140 Avenue of the Americas Intercreditor Agreement, (vi) the Fremaux Town Center Intercreditor
Agreement, (vii) the Midwest Industrial Portfolio Intercreditor Agreement (viii) the 80 Park Plaza Intercreditor Agreement, (ix)
the Redwood MHC Portfolio Intercreditor Agreement and (x) the DoubleTree by Hilton Tempe Intercreditor Agreement, without in each
case the consent of the holder of the related Companion Loan(s).


 


(d)          No
later than the effective date of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same
to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post
a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
together with a copy of such amendment in electronic format to each Certificateholder and each Serviced Companion Noteholder,
the Depositor, each Other Depositor, the Master Servicer, the Special Servicer, the Mortgagors, the Underwriters and the Rating
Agencies.


 


(e)          It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)           The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 



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(g)          The
cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c) and the cost of
any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master Servicer,
the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests
of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a)
or Section 13.01(c) shall be payable out of the Collection Account.


 


(h)          The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any
class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 


(i)           To
the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection with
executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering
into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)           Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights
with respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor
nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)          This
Agreement may not be amended without the consent of any holder of a Companion Loan if such amendment would materially and adversely
affect the rights of such Companion Holder hereunder.


 


Section
13.02   Recordation of Agreement; Counterparts.  (a) To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for
real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the
Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by
the Certificate Administrator at the expense of the Depositor on direction by the Special Servicer and with the consent of the
Depositor (which may not be unreasonably withheld), but only upon direction accompanied by an Opinion of Counsel (the cost of
which shall be paid by the Depositor) to the effect that such recordation materially and beneficially affects the interests of
the Certificateholders.


 


(b)          For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such


 



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counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this
Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


(c)          The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the
fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section
13.03   Limitation on Rights of Certificateholders.  (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such
Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court
for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.


 


(b)          No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by
the parties to this Agreement pursuant to any provision hereof.


 


(c)          No
Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan, or with respect
to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such
Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance
thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless
also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than 25% of
the related Percentage Interests in such Class shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory
to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty
(60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute
any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in
it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction
of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided for


 



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herein, or to enforce any right under this
Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c), each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section
13.04 Governing Law; Submission to Jurisdiction;
Waiver of Jury Trial.  THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES
TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE
OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW
SHALL APPLY TO THIS AGREEMENT.


 


EACH
OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR
PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS
TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE
PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
13.05   Notices.  (a) Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein,
shall be deemed to have been duly given when delivered to (or, in the case of facsimile notice, when received):


 


In
the case of the Depositor:


 


c/o
Wells Fargo Securities, LLC




375
Park Avenue, 2nd Floor, J0127-023



New
York, New York 10152


Attention:
A.J. Sfarra


 



    -435-


     


    

 


CRRCompliance@wellsfargo.com


 


with
a copy to:


 


Jeff
D. Blake, Esq.




Wells
Fargo Law Department, D1053-300




301
South College St.




Charlotte,
North Carolina 28288


 


In
the case of the Master Servicer:


 


Wells
Fargo Bank, National Association




Commercial
Mortgage Servicing




Three
Wells Fargo




MAC
D1050-084




401
South Tryon Street, 8th Floor




Charlotte,
North Carolina 28202



Attention:
WFCM 2016-C37 Asset Manager



Email:
commercial.servicing@wellsfargo.com


 


and
a copy to:


 


Mayer
Brown LLP





214
North Tryon Street, Suite 3800





Charlotte,
North Carolina 28202





Attention:
Christopher J. Brady, Esq.


 


In
the case of the Special Servicer:


 


LNR
Partners, LLC





1601
Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, III, Esq., Steven A. Rivers, Esq. and Job Warshaw

Facsimile number: (305) 695-5601

Email: tnealon@lnrproperty.com, srivers@starwood.com, jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com


 


or
with respect solely to e-mail pursuant to Section 3.13(c) and Section 13.10 to inquiries@lnrproperty.com


 


In
the case of the Directing Certificateholder:


 


Prime
Finance CMBS B-Piece Holdco VI, L.P.





1330
Avenue of the Americas, Suite 2700





New
York, New York 10019





Attention:
Luke Dann





Facsimile
number: (212) 320-0288


 



    -436-


     


    

 


Email:
ldann@primefinance.com


 


with
a copy to:


 


Prime
Finance Administration





1330
Avenue of the Americas, Suite 2700





New
York, New York 10019





Attention:
John W. Brayshaw





Facsimile
number: (212) 504-7927





Email:
jbrayshaw@primefinance.com


 


In
the case of the Trustee:


 


Wilmington
Trust, National Association





1100
North Market Street





Wilmington,
Delaware 19890





Attention:
CMBS Trustee WFCM 2016-C37


 


with
a copy to:


 


CMBSTrustee@wilmingtontrust.com





Facsimile
No.: (302) 636-4140


 


In
the case of the Certificate Administrator:


 


Wells
Fargo Bank, National Association





9062
Old Annapolis Road





Columbia,
Maryland 21045





Attention:
Corporate Trust Services – WFCM 2016-C37


 


with
a copy to:


 


cts.cmbs.bond.admin@wellsfargo.com





trustadministrationgroup@wellsfargo.com


 


In
the case of the Custodian:


 


Wells
Fargo Bank, National Association





1055
10th Avenue SE





Minneapolis,
Minnesota 55414





Attention:
Document Custody Group – WFCM 2016-C37


 


In
the case of the Mortgage Loan Sellers:


 


1.            Barclays
Bank PLC





745
Seventh Avenue





New
York, New York





Facsimile
No.: (646) 758-1700


 



    -437-


     


    

 


Attention:
Daniel Vinson, Managing Director





Email:
Daniel.vinson@barclays.com


 


with
a copy to:


 


Barclays
Bank PLC





745
Seventh Avenue





New
York, New York





Facsimile
No.: (212) 412-7519





Attention:
Steven P. Glynn, Legal Department





Email:
steven.glynn@barclays.com


 


2.            Ladder
Capital Finance LLC or Ladder Capital Finance Holdings LLLP


 


345
Park Avenue, 8th Floor





New
York, New York 10154





Attention:
Pamela McCormack





Telephone
number: (212) 715-3174


 


with
electronic copies to


 


Pamela
McCormack (pamela.mccormack@laddercapital.com)





Robert
Perelman (robert.perelman@laddercapital.com)





David
Traitel (david.traitel@laddercapital.com)


 


3.            Wells
Fargo Bank, National Association


 


301
South College St.





Charlotte,
North Carolina 28288





Attention:
Wells Fargo Commercial Mortgage Trust 2016-C37,





Commercial
Mortgage Pass-Through Certificates, Series 2016-C37


 


with
a copy to:


 


Jeff
D. Blake, Esq., Senior Counsel





Wells
Fargo Law Department, D1053-300





301
South College St.





Charlotte,
North Carolina, 28288


 


and
a copy to:


 


Ross
Stewart





Wells
Fargo Bank, National Association





333
Market Street, 17th Floor





San
Francisco, CA 94105





Telephone
number: (415) 801-8505


 Email:
ross.l.stewart@wellsfargo.com


 


4.            Rialto
Mortgage Finance, LLC





600
Madison Avenue, 12th Floor


 



    -438-


     


    

 


New
York, New York 10022





Attention:
Kenneth M. Gorsuch, Executive Director


 


5.            Silverpeak
Mortgage Finance LLC





40
West 57th Street, 29th Floor





New
York, New York 10019





Attention:
Michael Schulte





Facsimile
No.: (646) 560-1745


 


6.            C-III
Commercial Mortgage LLC





5221
N. O’Connor Blvd., Suite 600





Irving,
Texas 75039





Attention:
Jenna Vick Unell, General Counsel





Facsimile
No.: (972) 868-5490


 


with
a copy to:


 


C-III
Capital Partners LLC





717
Fifth Avenue, 18th Floor





New
York, New York 10022





Attention:
Jeffrey Cohen





Facsimile
No.: (212) 705-5001


 


and
a copy to:


 


C-III
Commercial Mortgage LLC





717
Fifth Avenue, 15th Floor





New
York, New York 10022





Attention:
Michael Pierro





Facsimile
No.: (212) 705-5001


 


and
a copy to:


 


C-III
Commercial Mortgage LLC





717
Fifth Avenue, 18th Floor





New
York, New York 10022





Attention:
Paul Hughson





Facsimile
No.: (212) 705-5001


 


In
the case of the Operating Advisor and the Asset Representations Reviewer:


 


Trimont
Real Estate Advisors, LLC





One
Alliance Center





3500
Lenox Road, Suite G1





Atlanta,
Georgia 30326,





Attention:
Operating Advisor





Facsimile
No.: (404) 420-5610





Email:
operatingadvisor@trimontrea.com;


 



    -439-


     


    

 


with
a copy to:


 


Carlton
Fields Jorden Burt





One
Atlanta Center





1201
W. Peachtree Street NW, Suite 3000





Atlanta,
Georgia 30309





Attention:
W. Gregory Null





Email:
gnull@cfjblaw.com


 


In
the case of any mezzanine lender:


 


The
address set forth in the related Intercreditor Agreement.


 


In
the case of any Companion Loan Holder:


 


The
address set forth in the related Intercreditor Agreement.


 


To
each such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class,
postage prepaid, to the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)          Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The Master Servicer or the Special Servicer, as the case may be, the Certificate
Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the
Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided,
however, that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures
set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose which
Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies shall
not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating
Agencies required hereunder shall be in writing.


 


Any
notices to the Rating Agencies shall be sent to the following addresses:


 


Moody’s
Investors Service, Inc.





7
World Trade Center





250
Greenwich Street





New
York, New York 10007





Attention:
Commercial Mortgage Surveillance Group





E-mail:
CMBSSurveillance@moodys.com


 


Fitch
Ratings, Inc.


 



    -440-


     


    

 


33
Whitehall Street





New
York, New York 10004





Attention:
Commercial Mortgage Surveillance Group





Facsimile
No.: (212) 635-0295





E-mail:
info.cmbs@fitchratings.com


 


DBRS,
Inc.





333
West Wacker Drive, Suite 1800





Chicago,
Illinois 60606





Attention:
Commercial Mortgage Surveillance





Facsimile
No.: (312) 332-3492





Email:
cmbs.surveillance@DBRS.com


 


Section
13.06   Severability of Provisions.  If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held
invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.


 


Section
13.07   Grant of a Security Interest.  The Depositor intends that the conveyance of the Conveyed Property shall constitute a sale and not a pledge of security for a
loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations
of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security
interest in the Depositor’s entire right, title and interest in, to and under, whether now owned or existing or hereafter
acquired or arising, the Conveyed Property and all proceeds thereof and (ii) this Agreement shall constitute a security agreement
under applicable law. The Depositor shall file or cause to be filed, as a precautionary filing, a UCC Financing Statement in all
appropriate locations in the State of Delaware promptly following the initial issuance of the Certificates, and the Certificate
Administrator shall, at the expense of the Depositor (to the extent reasonable), prepare and file continuation statements with
respect thereto, in each case in the six-month period prior to every fifth anniversary of the date of the initial UCC Financing
Statement. The Depositor shall cooperate in a reasonable manner with the Certificate Administrator in the preparation and filing
of such continuation statements. This Section 13.07 shall constitute notice to the Certificate Administrator and the Trustee
pursuant to any of the requirements of the applicable UCC.


 


Section
13.08   Successors and Assigns; Third Party
Beneficiaries.  (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of
the parties hereto, and all such provisions shall inure to the benefit of the Certificateholders. Each Mortgage Loan Seller (and
its respective agents), each Companion Holder (and its respective agents), each Underwriter, each depositor of a Regulation AB
Companion Loan Securitization, each Other Exchange Act Reporting Party (with respect to its rights under Article XI of
this Agreement) and each Initial Purchaser is an intended third-party beneficiary to this Agreement in respect of the respective
rights afforded it hereunder. No other


 



    -441-


     


    

 


person, including, without limitation, any Mortgagor, shall be entitled to any benefit
or equitable right, remedy or claim under this Agreement.


 


(b)          Each
Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any
provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)          Each
of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Depositor, Non-Serviced
Paying Agent and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this
Agreement in respect to its rights as specifically provided for herein and under the applicable Non-Serviced Intercreditor Agreement.


 


(d)          Subject
to Section 2.03(k), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting Certificateholder shall be
an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k) through Section
2.03(o).


 


Section
13.09   Article and Section Headings.  The article and section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning
hereof.


 


Section
13.10   Notices to the Rating Agencies.  (a) The Certificate Administrator shall use reasonable efforts promptly to provide notice to the 17g-5 Information Provider for
posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), (and the related 17g-5 information
provider for any class of Serviced Companion Loan Securities to the extent applicable to any Serviced Whole Loan) with respect
to each of the following of which it has actual knowledge:


 


(i)           any
material change or amendment to this Agreement;


 


(ii)          the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)         the
resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the Special
Servicer; and


 


(iv)         the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of the related Mortgage
Loan Purchase Agreement.


 


(b)          The
Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has
actual knowledge:


 


(i)           the
resignation or removal of the Trustee or the Certificate Administrator;


 



    -442-


     


    

 


(ii)          any
change in the location of the Collection Account;


 


(iii)         any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)         any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)          any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the then-aggregate
outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)         any
material damage to any Mortgaged Property;


 


(vii)        any
assumption with respect to a Mortgage Loan; and


 


(viii)       any
release or substitution of any Mortgaged Property.


 


(c)          The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the location
of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)          The
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter
to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as any Rating
Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicer,
can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating to such information
or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, the Master
Servicer and the Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such
information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party to provide
duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with the delivery
by the Master Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report, notice or document
for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master Servicer
or the Special Servicer when such information, report, notice or document has been posted. The Master Servicer or the Special
Servicer, as the case may be, may, but shall not be obligated to send such information, report, notice or document to the applicable
Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information Provider
or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any Business Day, to the 17g-5 Information Provider.


 



    -443-


     


    

 


[End
of Article XIII]


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 



    -444-


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized,
in each case as of the day and year first above written.


	 	 	 
	 	WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC., 

Depositor
	 	 	 
	 	By:	/s/ Matthew Orrino
	 	 	Name: Matthew Orrino
	 	 	Title: Director
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 
 Master Servicer
	 	 	
	 	By:	/s/ Marcus Thomas
	 	 	Name: Marcus Thomas
	 	 	Title: Director
	 	 	 
	 	LNR PARTNERS, LLC,

Special Servicer
	 	 	 
	 	By:	/s/ Jerry Hirschkorn
	 	 	Name: Jerry Hirschkorn
	 	 	Title: Vice President
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	/s/ Michael J. Baker
	 	 	Name: Michael J. Baker
	 	 	Title: Vice President




 


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2016-C37 – Pooling and Servicing Agreement


 



    


     


    

 





	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
 not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/ Beverly D. Capers
	 	 	Name: Beverly D. Capers
	 	 	Title: Assistant Vice President
	 	 	 
	 	TRIMONT REAL ESTATE ADVISORS, LLC, 
 Operating Advisor and Asset Representations Reviewer
	 	 	 
	 	By:	/s/ Steven M. Lauer
	 	 	Name: Steven M. Lauer
	 	 	Title: Authorized Signatory



 


WFCM
2016-C37 – Pooling and Servicing Agreement


 


    


     


    

 


	STATE
OF NY	)
	 	)           ss.:
	COUNTY
OF NY	)






 


On
the 20 day of December, 2016, before me, a notary public in and for said State, personally appeared Matt Orrino known to me
to be a Director of Wells Fargo Commercial Mortgage Securities, Inc., that executed the within instrument, and also known
to me to be the person who executed it on behalf of such corporation, and acknowledged to me that such entity
executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	/s/ Lillian Calcaterra
	 	Notary
Public









 


[SEAL]


 


	My
commission expires:	 
	9/10/2018	 
	 	 
	 	 
	 	 
	 	 
	LILLIAN CALCATERRA

NOTARY PUBLIC, State of New York

No. 01CA4971671

Qualified in Kings County

Cert. Filed in New York County

Commission Expires Sept. 10, 2018	 
	 	 



 


 


 


WFCM
2016-C37 – Pooling and Servicing Agreement


 


    


     


    

 


	STATE
OF NORTH CAROLINA	)
	 	)           ss.:
	COUNTY
OF MECKLENBERG	)





 


 


On
the 19 day of December, 2016, before me, a notary public in and for said State, personally appeared Marcus Thomas known to
me to be a Director of Wells Fargo Bank, National Association, and also known to me to be the person who executed it on
behalf of such national banking association, and acknowledged to me that such national banking association executed the
within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.





	 	/s/ Erica L. Smith
	 	Notary
Public
	 	 
	 	 
	ERICA L. SMITH

NOTARY PUBLIC

Gaston County

North Carolina

My Commission Expires 7/15/2017	 
	 	 





 


[SEAL]


 


	My
commission expires:	 
	 	 





 


WFCM
2016-C37 – Pooling and Servicing Agreement


 


    


     


    

 


	STATE
OF NEW YORK	)
	 	)           ss.:
	COUNTY
OF NASSAU	)





 


On
the 16th day of December, 2016, before me, a notary public in and for said State, personally appeared Jerry Hirschkorn
known to me to be a Vice President of LNR Partners, LLC, a limited liability company, that executed the within instrument,
and also known to me to be the person who executed it on behalf of such limited liability company, and acknowledged to me
that such person executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.





	 	/s/ Desmond McWeeney
	 	Notary
Public





 


[SEAL]


 





	My
commission expires:	 
	9/28/2019	 
	 	 
	 	 
	DESMOND MCWEENEY

NOTARY PUBLIC-STATE OF NEW YORK

No. 01MC6330849

Qualified in Nassau County

My Commission Expires September 28, 2019	 
	 	 





 


WFCM
2016-C37 – Pooling and Servicing Agreement


 


    


     


    

 


	STATE
OF Maryland	)
	 	)           ss.:
	COUNTY
OF Howard	)





 


On
the 16 day of December, 2016, before me, a notary public in and for said State, personally appeared Michael Baker known to me to
be a VP of Wells Fargo Bank, National Association, that executed the within instrument, and also known to me to be the
person who executed it on behalf of such national banking association, and acknowledged to me that such VP executed
the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.





	 	/s/ Amy Martin
	 	Notary
Public





 


[SEAL]


 





	My
commission expires:	 
	 	 
	 	 
	 	 
	 	AMY MARTIN

NOTARY PUBLIC

ANNE ARUNDEL COUNTY

MARYLAND

My Commission Expires 2-22-2017
	 	 





 


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2016-C37 – Pooling and Servicing Agreement


 


    


     


    

 


	STATE
OF DELAWARE 	)
	 	)           ss.:
	COUNTY
OF NEW CASTLE	)





 


 


On
the 22nd day of December, 2016, before me, a notary public in and for said State, personally appeared Beverly D. Capers known to
me to be a AVP of Wilmington Trust, National Association, that executed the within instrument, and also known to me to
be the person who executed it on behalf of such national banking association, and acknowledged to me that such
assistant vice president executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.








	 	/s/ Christina Bader
	 	Notary
Public





 


[SEAL]


 





	My
commission expires:	CHRISTINA BADER
 MY COMMISSION
 EXPIRES
 MARCH 22, 2020
 NOTARY PUBLIC

                                               * STATE OF DELAWARE *

	 	 






 


WFCM
2016-C37 – Pooling and Servicing Agreement


 


    


     


    

 


	STATE
OF GEORGIA	)
	 	)           ss.:
	COUNTY
OF FULTON	)





 


On
the 19th day of December, 2016, before me, a notary public in and for said State, personally appeared Steven M.
Lauer known to me to be an Authorized Signatory of Trimont Real Estate Advisors, LLC, a limited liability company, that
executed the within instrument, and also known to me to be the person who executed it on behalf of such limited liability
company, and acknowledged to me that such Authorized Signatory executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.





	 	/s/ Palamechia Bloodsaw
	 	Notary
Public





 


[SEAL]


 





	 	OFFICIAL SEAL

PALAMECHIA BLOODSAW

Notary Public, Georgia

FULTON COUNTY

My Commission Expires

DECEMBER 02, 2018
	My
commission expires: December 2, 2018	 
	 	 





 


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2016-C37 – Pooling and Servicing Agreement


 


    


     


    

 







 





EXHIBIT
A-1



FORM OF CLASS [__]CERTIFICATE


 


CLASS
[__]


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C37


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C37, CLASS [__]


 


[FOR
PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-5, A-SB, X-A, X-B, A-S, B AND C): THIS CERTIFICATE
IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL
OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING
AGREEMENT.] 1


 


[FOR
BOOK-ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A


 





 









		1	Temporary Regulation S Book-Entry
Certificate legend.



 


		2	Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement.











 












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SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.] 3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


[FOR
PRINCIPAL BALANCE CERTIFICATES: PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE
INITIAL CERTIFICATE BALANCE SET FORTH BELOW.]


 


[FOR
PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-5, A-SB, X-A, X-B, A-S, B AND C): THIS CERTIFICATE
HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON” IN AN
“OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B)
IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 





 






		3	Book-Entry Certificate
                                         legend.



 














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[FOR
CLASS G, CLASS H AND CLASS J CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED
TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA)
OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS
OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF
DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE,
OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION,
HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


 


[FOR
REGULAR CERTIFICATES: THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED.]


 








[FOR
PRINCIPAL BALANCE CERTIFICATES: THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL
BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS
CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON)
THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL
DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING
THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.]


 






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[FOR
CLASS X CERTIFICATES: THIS CLASS [X-A][X-B][X-D][X-EF][X-G][X-H][X-J] CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE
ANY DISTRIBUTIONS OF PRINCIPAL.]


 


[FOR
CLASS X-A CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE
CERTIFICATE BALANCE OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5 AND CLASS A-SB CERTIFICATES. ACCORDINGLY, THE
NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X-B CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE
CERTIFICATE BALANCE OF THE CLASS A-S AND CLASS B CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X-D CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE
BALANCE OF THE CLASS D CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X-EF CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE
CERTIFICATE BALANCE OF THE CLASS E AND CLASS F CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X-G CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE
BALANCE OF THE CLASS G CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X-H CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE
BALANCE OF THE CLASS H CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT SET FORTH BELOW.]


 






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[FOR
CLASS X-J CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE
BALANCE OF THE CLASS J CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X CERTIFICATES: THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS
[X-A][X-B][X-D][X-EF][X-G][X-H][X-J] CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND
LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW.]


 


[FOR
SUBORDINATE CERTIFICATES (CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H AND CLASS J): THIS CERTIFICATE
IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS
X-EF, CLASS X-G, CLASS X-H, CLASS X-J[, CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G AND CLASS H] CERTIFICATES
AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 




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	PASS-THROUGH
                                         RATE: [[____]% per annum] [FOR CLASS [A-S, X-A, X-B, B, C, D, E, F, G, H or J]]:
                                         VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT]

         

        INITIAL
        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2016

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: DECEMBER 22, 2016

         

        FIRST
        DISTRIBUTION DATE: 

        JANUARY 18, 2017

         

        APPROXIMATE
        AGGREGATE [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES 

        AS OF THE CLOSING DATE: 

        $[_________]

        
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: 

        LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: 

        TRIMONT REAL ESTATE ADVISORS, LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        CUSIP
        NO.: [           ]

         

        ISIN
        NO.: [           ]

         

        COMMON
        CODE NO.: [           ]

         

        CERTIFICATE
NO.: [_] - ______






 




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CLASS
[__] CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO
Accounts, formed and sold by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS
CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of
the interest evidenced by this Certificate in the Class [__] Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), among WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling
and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates
are designated as the WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


[FOR
REGULAR CERTIFICATES: This Certificate represents a “regular interest” in a “real estate mortgage investment
conduit”, as those terms are defined, respectively,


 






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in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986,
as amended (the “Code”).] Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal
income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES
(CLASS A-1, A-2, A-3, A-4, A-5, A-SB, A-S, B, C, D, E, F, G, H AND J): principal and] interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. [FOR CLASS A-1, A-2, A-3, A-4, A-5, A-SB, A-S, B, C, D, X-A AND X-B CERTIFICATES: Holders
of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement.] All sums distributable on this Certificate are payable in the coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private debts.


  


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class [__] Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR PRINCIPAL BALANCE
CERTIFICATES (CLASS A-1, A-2, A-3, A-4, A-5, A-SB, A-S, B, C, D, E, F, G, H AND J): Principal and interest] allocated to this
Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class
of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time


  






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for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in book-entry form through the
facilities of DTC in minimum


 






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denominations of $[FOR CLASS A-1, A-2, A-3, A-4, A-5, A-SB, A-S, B AND C: 10,000][FOR CLASS D, E,
F, G, H AND J CERTIFICATES: 100,000][FOR CLASS X-A and X-B CERTIFICATES: 1,000,000 initial Notional Amount][FOR CLASS X-D, X-EF,
X-G, X-H and X-J CERTIFICATES: 500,000 initial Notional Amount], and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)      to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)     to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each Rating Agency with respect to such amendment;


 






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(iv)     to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to
maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant
provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of
any tax on the Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that
(a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder
or Companion Holder;


 


(v)      to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)     to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the
Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(vii)    to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 






    	 	 A-1-11	 



     


    

 


(viii)   to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)      to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as
evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator
shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website; or


 


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R 239.45(b)(1)(ii), (iii) or
(iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such
Mortgage Loan Seller or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s
consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of


 






    	 	 A-1-12	 



     


    

 


modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to
be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)      reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)     adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)     change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)      amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and
Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that
such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been
satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the
Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust
Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify
as a grantor trust under the relevant provisions of the Code.


 






    	 	 A-1-13	 



     


    

 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by
giving written notice to the Trustee, the Certificate Administrator and the other parties to the Pooling and Servicing Agreement
no later than sixty (60) days prior to the anticipated date of purchase; provided, however, that the Holders of the Controlling
Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the
Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class
D Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class V and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	 A-1-14	 



     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 


Dated:
December 22, 2016


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS [__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY




 










    	 	 A-1-15	 



     


    




 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 






    	 	 A-1-16	 



     


    

  


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



  








    	 	 A-1-17	 



     


    

 


EXHIBIT A-2



FORM OF CLASS R CERTIFICATE


 


CLASS R


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C37


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C37, CLASS R


 


[THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF
ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.]


 


[THE HOLDER OF THIS CERTIFICATE BY
ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE
STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR
(B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A.]


 


[THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.]


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE


 



    A-2-1


     


    

 


INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF
DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE.


 


[THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF
EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH


 



    A-2-2


     


    

 


DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE
COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH
RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS
CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND
(F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER
TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS
SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE
“NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS
OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH
SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY
REGULATIONS.]


 






    A-2-3


     


    

 





	
        PERCENTAGE
        INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2016

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: DECEMBER 22, 2016

         

        FIRST DISTRIBUTION
        DATE: 

        JANUARY 18, 2017

         

        CLASS R
        PERCENTAGE INTEREST: [100%]

         
	 	
        MASTER SERVICER:
        

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: 

        TRIMONT REAL ESTATE ADVISORS, LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        CUSIP NO.:
        [           ]

         

        ISIN NO.:
        [           ]

         

        CERTIFICATE
NO.: R-____






 






    A-2-4


     


    

 


CLASS
R CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS CERTIFIES THAT [____________________]
is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”, which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the WELLS FARGO COMMERCIAL
MORTGAGE TRUST 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Class R Certificate
represents a “residual interest” in two “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”).
Each Holder of this


 



    A-2-5


     


    

 


Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of,
this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates
shall be the “tax matters person” for each Trust REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the
Certificate Administrator is hereby irrevocably designated and shall serve (i) as attorney-in-fact and agent for any such Person
that is the “tax matters person” and (ii) as the “partnership representative” for each Trust REMIC within
the meaning of Section 6223 of the Code (to the extent such provision is applicable to the Trust REMIC).


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) and
to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to the
Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate are
payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public
and private debts.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 






    A-2-6


     


    

 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Each Person who has or
who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in
a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest
in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person)
(an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person,
an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest
in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall
be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory
to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization
or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, and that it has reviewed the provisions of
Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee


 



    A-2-7


     


    

 


Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed
Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, no
Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding
or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective
Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer
its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the
form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that, among
other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee Affidavit
are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)     
  to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error
in any provision of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 






    A-2-8


     


    

 


(iii)      to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that
(a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each
Rating Agency with respect to such amendment;


 


(iv)   
  to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be
necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of
imposition of any tax on the Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that
(a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder
or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)  
   to revise or add any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or
addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)     to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that


 



    A-2-9


     


    

 


such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)    to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)      to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may


 



    A-2-10


     


    

 


materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)      
 reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that
are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)    
 adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)     change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)      amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the


 



    A-2-11


     


    

 


effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
the Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer,
the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the


 



    A-2-12


     


    

 


Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-2-13


     


    

 


IN WITNESS WHEREOF, the
Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and
Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED
SIGNATORY


  


Dated: December 22, 2016


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS R
CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED
SIGNATORY


 






    A-2-14


     


    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 






    A-2-15


     


    

  


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



  






    A-2-16


     


    

  





EXHIBIT A-3



FORM OF CLASS V CERTIFICATE


 


CLASS V


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C37


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C37, CLASS V


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT


 



    A-3-1


     


    

 


INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF
DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE excess interest and
RELATED AMOUNTS IN THE excess interest distribution account.


 


EACH PURCHASER OF THIS CERTIFICATE SHALL
BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING
AGREEMENT.


 






    A-3-2


     


    

 





	
        PERCENTAGE
        INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2016

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: DECEMBER 22, 2016

         

        FIRST DISTRIBUTION
        DATE: 

        JANUARY 18, 2017

         

        CLASS V
        PERCENTAGE INTEREST: [100%]

         
	 	
        MASTER SERVICER:
        

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: 

        TRIMONT REAL ESTATE ADVISORS, LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        CUSIP NO.:
        [           ]

         

        ISIN NO.:
        [           ]

         

        COMMON CODE
        NO.: [           ]

         

        CERTIFICATE
NO.: V-____






 






    A-3-3


     


    

 


CLASS
V CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS CERTIFIES THAT [____________________]
is the registered owner of the interest evidenced by this Certificate in the Class V Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”, which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class V Certificates. The Certificates are designated as the WELLS FARGO COMMERCIAL
MORTGAGE TRUST 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess
Interest Distribution


 



    A-3-4


     


    

 


Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent
with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class of Certificates of the
same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.


 


This Certificate is limited
in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-


 



    A-3-5


     


    

 


tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


The Class V Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 5% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 






    A-3-6


     


    

 


(i)  
     to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address
any manifest error in any provision of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)      to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that
(a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each
Rating Agency with respect to such amendment;


 


(iv)      to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at
the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)  
    to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing
Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust
REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)      to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing
by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced


 



    A-3-7


     


    

 


Companion
Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling
and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the
then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and
Servicing Agreement); provided that such amendment or supplement shall not adversely affect in any material respect
the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of
Counsel;


 


(viii)
   to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect
to the Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, determine that the commercial
mortgage-backed securities industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust
as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating
Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the
applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)      to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 






    A-3-8


     


    

 


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)    
   reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or
Whole Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the
Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)      adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)      change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)      amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may


 



    A-3-9


     


    

 


be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
the Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer,
the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation,


 



    A-3-10


     


    

 


any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-3-11


     


    

 


IN WITNESS WHEREOF, the
Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and
Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED
SIGNATORY


  


Dated: December 22, 2016


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS V
CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED
SIGNATORY


 






    A-3-12


     


    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 






    A-3-13


     


    

  


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



  






    A-3-14


     


    

 












EXHIBIT B



MORTGAGE LOAN SCHEDULE


 




    	B-1 



     


    

 










Wells
Fargo Commercial Mortgage Trust 2016-C37


MORTGAGE
LOAN SCHEDULE


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Address	City	State	Zip
    Code	County	General
    Property Type	Number
    of Units	Unit
    of Measure	Original
    Principal Balance ($)	Cut-off
    Date Principal Balance ($)
	1	Barclays	Hilton
    Hawaiian Village	2005
    Kalia Road	Honolulu	HI	96815	Honolulu	Hospitality	2,860	Rooms	52,500,000.00	52,500,000.00
	2	Barclays	Quantum
    Park	22001
    Loudoun County Parkway	Ashburn	VA	20147	Loudoun	Office	942,843	Sq.
    Ft.	52,000,000.00	52,000,000.00
	3	LCF	Walmart
    Shadow Anchored Portfolio	Various	Various	Various	Various	Various	Retail	881,524	Sq.
    Ft.	39,536,250.00	39,536,250.00
	3.01	LCF	Alice
    Shopping Center	2000
    Drive Northwest Atkinson Boulevard	Alice	TX	78332	Jim
    Wells	Retail	39,100	Sq.
    Ft.	2,114,994.27	 
	3.02	LCF	Shawnee
    Shopping Center	4903
    North Union Avenue	Shawnee	OK	74804	Pottawatomie	Retail	35,640	Sq.
    Ft.	1,858,779.35	 
	3.03	LCF	Durant
    Shopping Center	519
    University Place	Durant	OK	74701	Bryan	Retail	32,200	Sq.
    Ft.	1,702,474.92	 
	3.04	LCF	Radcliff
    Shopping Center	2001-2039
    Walmart Way	Radcliff	KY	40160	Hardin	Retail	36,900	Sq.
    Ft.	1,695,814.22	 
	3.05	LCF	Mustang
    Shopping Center	200
    North Mustang Mall Terrace	Mustang	OK	73064	Canadian	Retail	35,849	Sq.
    Ft.	1,619,438.19	 
	3.06	LCF	Pineville
    Shopping Center	3628
    Monroe Highway	Pineville	LA	71360	Rapides
    Parish	Retail	32,300	Sq.
    Ft.	1,615,885.82	 
	3.07	LCF	Yukon 
    Shopping Center	1200
    Garth Brooks Boulevard	Yukon	OK	73099	Canadian	Retail	31,500	Sq.
    Ft.	1,607,892.98	 
	3.08	LCF	Fort
    Dodge Shopping Center	3003-3043
    1st Avenue South	Fort
    Dodge	IA	50501	Webster	Retail	33,700	Sq.
    Ft.	1,550,166.91	 
	3.09	LCF	Belton
    Shopping Center	201-223
    Sparta Road	Belton	TX	76513	Bell	Retail	28,052	Sq.
    Ft.	1,504,874.15	 
	3.10	LCF	Petal
    Shopping Center	35
    Byrd Drive	Petal	MS	39465	Forrest	Retail	30,180	Sq.
    Ft.	1,413,400.54	 
	3.11	LCF	Douglas
    Shopping Center	90
    West 5th Street	Douglas	AZ	85607	Cochise	Retail	32,140	Sq.
    Ft.	1,413,400.54	 
	3.12	LCF	Boaz
    Shopping Center	2196-2210
    Highway 431	Boaz	AL	35957	Marshall	Retail	27,900	Sq.
    Ft.	1,366,331.59	 
	3.13	LCF	Zachary
    Shopping Center	5647
    Main Street	Zachary	LA	70791	East
    Baton Rouge Parish	Retail	29,600	Sq.
    Ft.	1,361,003.03	 
	3.14	LCF	Plainview
    Shopping Center	1601
    Kermit Street	Plainview	TX	79072	Hale	Retail	31,720	Sq.
    Ft.	1,276,634.17	 
	3.15	LCF	Minden
    Shopping Center	123-161
    Minden Shopping Drive	Minden	LA	71055	Webster
    Parish	Retail	27,300	Sq.
    Ft.	1,241,554.48	 
	3.16	LCF	West
    Burlington Shopping Center	411
    West Agency Road	West
    Burlington	IA	52655	Des
    Moines	Retail	26,100	Sq.
    Ft.	1,119,885.69	 
	3.17	LCF	Pulaski
    Shopping Center	1653
    West College Street	Pulaski	TN	38478	Giles	Retail	28,100	Sq.
    Ft.	1,079,033.40	 
	3.18	LCF	Marshalltown
    Shopping Center	50
    La Frentz Lane	Marshalltown	IA	50158	Marshall	Retail	22,900	Sq.
    Ft.	1,075,481.03	 
	3.19	LCF	Bad
    Axe Shopping Center	897
    North Van Dyke Road	Bad
    Axe	MI	48413	Huron	Retail	28,353	Sq.
    Ft.	1,057,719.16	 
	3.20	LCF	Ottumwa
    Shopping Center	1863-1899
    Venture Drive	Ottumwa	IA	52501	Wapello	Retail	22,190	Sq.
    Ft.	1,024,415.66	 
	3.21	LCF	Tyler
    Shopping Center	6731-6771
    South Broadway Avenue	Tyler	TX	75703	Smith	Retail	35,840	Sq.
    Ft.	1,015,201.69	 
	3.22	LCF	Oskaloosa
    Shopping Center	209
    Cornerstone Drive	Oskaloosa	IA	52577	Mahaska	Retail	20,700	Sq.
    Ft.	998,660.95	 
	3.23	LCF	Shelbyville
    Shopping Center	114
    Lee Boulevard	Shelbyville	IN	46176	Shelby	Retail	14,150	Sq.
    Ft.	971,130.06	 
	3.24	LCF	Alexandria
    Shopping Center	2071
    North Mall Drive	Alexandria	LA	71301	Rapides
    Parish	Retail	20,400	Sq.
    Ft.	928,057.53	 
	3.25	LCF	La
    Junta Shopping Center	7
    Conley Road	La
    Junta	CO	81050	Otero	Retail	20,500	Sq.
    Ft.	925,837.30	 
	3.26	LCF	St.
    John’s Shopping Center	2179
    South US Highway 27	Saint
    Johns	MI	48879	Clinton	Retail	29,930	Sq.
    Ft.	905,855.20	 
	3.27	LCF	Newton
    Shopping Center	301-335
    Iowa Speedway Drive	Newton	IA	50208	Jasper	Retail	20,300	Sq.
    Ft.	891,645.71	 
	3.28	LCF	Tell
    City Shopping Center	617-647
    U.S. Highway 66 East	Tell
    City	IN	47586	Perry	Retail	27,000	Sq.
    Ft.	866,779.09	 
	3.29	LCF	Newcastle
    Shopping Center	707-757
    Northwest 34th Street	Newcastle	OK	73065	McClain	Retail	11,600	Sq.
    Ft.	700,261.59	 
	3.30	LCF	Wauseon
    Shopping Center	470-482
    East Airport Highway	Wauseon	OH	43567	Fulton	Retail	13,100	Sq.
    Ft.	624,329.61	 
	3.31	LCF	Pampa
    Shopping Center	301-317
    West 30th Avenue	Pampa	TX	79065	Gray	Retail	16,160	Sq.
    Ft.	610,120.12	 
	3.32	LCF	Keokuk
    Shopping Center	3360
    Main Street	Keokuk	IA	52632	Lee	Retail	10,160	Sq.
    Ft.	534,188.14	 
	3.33	LCF	Liberty
    Shopping Center	2003-2017
    State Highway 146 Bypass	Liberty	TX	77575	Liberty	Retail	14,960	Sq.
    Ft.	456,924.02	 
	3.34	LCF	Perry
    Shopping Center	1858
    South Jefferson Street	Perry	FL	32348	Taylor	Retail	15,000	Sq.
    Ft.	408,078.89	 
	4	Barclays	Potomac
    Mills	2700
    Potomac Mills Circle	Woodbridge	VA	22192	Prince
    William	Retail	1,459,997	Sq.
    Ft.	36,375,000.00	36,375,000.00
	5	WFB	Franklin
    Square III	3648-3758
    East Franklin Boulevard	Gastonia	NC	28056	Gaston	Retail	272,222	Sq.
    Ft.	32,250,000.00	32,210,163.14
	6	LCF	1140
    Avenue of the Americas	1140
    Avenue of the Americas	New
    York	NY	10036	New
    York	Office	247,183	Sq.
    Ft.	30,000,000.00	30,000,000.00
	7	Barclays	The
    Hamptons	3070
    South Nellis Boulevard	Las
    Vegas	NV	89121	Clark	Multifamily	492	Units	17,900,000.00	17,875,423.23
	8	Barclays	Park
    Pointe	211
    South La Fayette Park Place	Los
    Angeles	CA	90057	Los
    Angeles	Multifamily	89	Units	8,900,000.00	8,887,780.27
	9	Barclays	Hampton
    Inn Tropicana	4975
    South Dean Martin Drive	Las
    Vegas	NV	89103	Clark	Hospitality	322	Rooms	25,475,000.00	25,443,445.05
	10	WFB	Fremaux
    Town Center	50-940
    Town Center Parkway	Slidell	LA	70458	Saint
    Tammany	Retail	397,493	Sq.
    Ft.	25,000,000.00	24,700,712.04
	11	Barclays	Midwest
    Industrial Portfolio	Various	Various	Various	Various	Various	Industrial	1,255,014	Sq.
    Ft.	23,100,000.00	23,100,000.00
	11.01	Barclays	3701
    West 128th Place	3701
    West 128th Place	Alsip	IL	60803	Cook	Industrial	217,500	Sq.
    Ft.	4,170,000.00	 
	11.02	Barclays	3801-3831
    Hawthorne Court	3801-3831
    Hawthorne Court	Waukegan	IL	60087	Lake	Industrial	194,708	Sq.
    Ft.	3,630,000.00	 
	11.03	Barclays	6601-6669
    West Mill Road	6601-6669
    West Mill Road	Milwaukee	WI	53201	Milwaukee	Industrial	126,335	Sq.
    Ft.	3,120,000.00	 
	11.04	Barclays	8301
    West Parkland Court	8301
    West Parkland Court	Milwaukee	WI	53223	Milwaukee	Industrial	119,000	Sq.
    Ft.	2,700,000.00	 
	11.05	Barclays	1602
    Corporate Drive	1602
    Corporate Drive	Warrensburg	MO	64093	Johnson	Industrial	107,228	Sq.
    Ft.	2,130,000.00	 
	11.06	Barclays	8585
    South 77th Avenue	8585
    South 77th Avenue	Bridgeview	IL	60455	Cook	Industrial	75,000	Sq.
    Ft.	1,530,000.00	 
	11.07	Barclays	999
    Raymond Street	999
    Raymond Street	Elgin	IL	60120	Kane	Industrial	87,075	Sq.
    Ft.	1,470,000.00	 
	11.08	Barclays	4081
    Ryan Road	4081
    Ryan Road	Gurnee	IL	60031	Lake	Industrial	75,000	Sq.
    Ft.	1,380,000.00	 
	11.09	Barclays	461
    North Third Avenue	461
    North Third Avenue	Des
    Plaines	IL	60016	Cook	Industrial	79,322	Sq.
    Ft.	1,140,000.00	 
	11.10	Barclays	12550
    Lombard Lane	12550
    Lombard Lane	Alsip	IL	60803	Cook	Industrial	54,308	Sq.
    Ft.	1,080,000.00	 
	11.11	Barclays	2000
    South 25th Avenue	2000
    South 25th Avenue	Broadview	IL	60155	Cook	Industrial	119,538	Sq.
    Ft.	750,000.00	 
	12	RMF	The
    Lodge & Waterfall Park Apartments Portfolio	Various	Houston	TX	77036	Harris	Multifamily	634	Units	22,900,000.00	22,900,000.00
	12.01	RMF	The
    Lodge	7825
    Corporate Drive	Houston	TX	77036	Harris	Multifamily	340	Units	11,480,000.00	 
	12.02	RMF	Waterfall
    Park	7502
    Corporate Drive	Houston	TX	77036	Harris	Multifamily	294	Units	11,420,000.00	 
	13	LCF	80
    Park Plaza	1135-1155
    Raymond Boulevard	Newark	NJ	7102	Essex	Office	960,689	Sq.
    Ft.	21,000,000.00	21,000,000.00
	14	LCF	Redwood
    MHC Portfolio	Various	Various	Various	Various	Various	Manufactured
    Housing Community	4,007	Pads	20,600,000.00	20,600,000.00
	14.01	LCF	Camp
    Inn	10400
    Highway 27	Frostproof	FL	33843	Polk	Manufactured
    Housing Community	797	Pads	3,280,550.00	 
	14.02	LCF	Town
    & Country Estates	4444
    East Benson Highway	Tucson	AZ	85706	Pima	Manufactured
    Housing Community	320	Pads	1,919,662.50	 
	14.03	LCF	St.
    Clements Crossing	21475
    Prather Drive	Lexington
    Park	MD	20653	St.
    Mary’s	Manufactured
    Housing Community	186	Pads	1,705,293.75	 
	14.04	LCF	Algoma	4456
    13 Mile Road Northeast	Rockford	MI	49341	Kent	Manufactured
    Housing Community	322	Pads	1,649,716.67	 
	14.05	LCF	Suburban
    Estates	46440
    Kay Drive	Lexington
    Park	MD	20653	St.
    Mary’s	Manufactured
    Housing Community	132	Pads	1,622,464.58	 
	14.06	LCF	Colonial
    Acres	5374
    East Deadwood Drive	Portage	MI	49002	Kalamazoo	Manufactured
    Housing Community	612	Pads	1,538,455.21	 
	14.07	LCF	Twenty
    Nine Pines	6540
    Highway 36 Boulevard North	Oakdale	MN	55128	Washington	Manufactured
    Housing Community	144	Pads	1,424,189.58	 
	14.08	LCF	Evergreen
    Springs	229
    Killingworth Turnpike	Clinton	CT	06413	Middlesex	Manufactured
    Housing Community	102	Pads	1,320,760.42	 
	14.09	LCF	Avalon	16860
    US Highway 19 North	Clearwater	FL	33764	Pinellas	Manufactured
    Housing Community	256	Pads	1,245,656.25	 
	14.10	LCF	Lexington	20529
    Poplar Ridge Road	Lexington
    Park	MD	20653	St.
    Mary’s	Manufactured
    Housing Community	76	Pads	720,785.42	 
	14.11	LCF	Colonial
    Manor	5500
    West KL Avenue	Kalamazoo	MI	49009	Kalamazoo	Manufactured
    Housing Community	195	Pads	676,473.96	 
	14.12	LCF	Green
    Acres	1810
    Boston Post Road	Westbrook	CT	06498	Middlesex	Manufactured
    Housing Community	64	Pads	657,912.50	 
	14.13	LCF	Cedar
    Grove	133
    West Main Street & 47 North High Street	Clinton	CT	06413	Middlesex	Manufactured
    Housing Community	60	Pads	526,802.08	 
	14.14	LCF	Hunters
    Chase	1866
    North Eastown Road	Lima	OH	45807	Allen	Manufactured
    Housing Community	134	Pads	520,150.00	 
	14.15	LCF	Highland
    Bluff	155
    North Ivy Street	Branford	CT	6405	New
    Haven	Manufactured
    Housing Community	49	Pads	492,039.58	 
	14.16	LCF	Winter
    Paradise	16108
    US Highway 19	Hudson	FL	34667	Pasco	Manufactured
    Housing Community	290	Pads	490,859.37	 
	14.17	LCF	Weststar	1866
    West Sego Lily Lane	Tucson	AZ	85705	Pima	Manufactured
    Housing Community	90	Pads	425,411.46	 
	14.18	LCF	El
    Frontier	4233
    North Flowing Wells Road	Tucson	AZ	85705	Pima	Manufactured
    Housing Community	178	Pads	382,816.67	 
	15	SPREF	Ventron
    Georgia Portfolio	Various	Various	GA	Various	Various	Multifamily	402	Units	17,500,000.00	17,500,000.00
	15.01	SPREF	Hampton
    Downs Apartments	100
    Sandlewood Drive	Morrow	GA	30260	Clayton	Multifamily	202	Units	8,850,000.00	 
	15.02	SPREF	Harvard
    Place Apartments	6256
    Hillandale Drive	Lithonia	GA	30058	DeKalb	Multifamily	200	Units	8,650,000.00	 
	16	Barclays	Cranberry
    Crossroads	2009
    Mackenzie Way	Cranberry
    Township	PA	16066	Butler	Office	86,511	Sq.
    Ft.	15,400,000.00	15,400,000.00
	17	SPREF	Uconn
    Apartment Portfolio	Various	Mansfield	CT	6268	Tolland	Multifamily	231	Units	15,187,500.00	15,187,500.00
	17.01	SPREF	Knollwood
    Apartments	101
    South Eagleville Road	Mansfield	CT	6268	Tolland	Multifamily	125	Units	8,110,602.09	 
	17.02	SPREF	Clubhouse
    Apartments	3
    Clubhouse Circle	Mansfield	CT	6268	Tolland	Multifamily	44	Units	3,469,776.30	 
	17.03	SPREF	Maplewood
    Apartments	1
    Carlton Road	Mansfield	CT	6268	Tolland	Multifamily	40	Units	2,363,785.10	 
	17.04	SPREF	Millbrook
    Apartments	170
    Spring Hill Road	Mansfield	CT	6268	Tolland	Multifamily	12	Units	816,843.17	 
	17.05	SPREF	Oakwood
    Apartments	114
    South Eagleville Road	Mansfield	CT	6268	Tolland	Multifamily	10	Units	426,493.34	 
	18	SPREF	The
    Grove at Plymouth- Mass	20,
    45-65 & 46-100 Shops at 5 Way	Plymouth	MA	2360	Plymouth	Retail	201,126	Sq.
    Ft.	15,000,000.00	15,000,000.00
	19	WFB	Parkway
    Plaza-NC	4215
    University Drive	Durham	NC	27707	Durham	Retail	163,636	Sq.
    Ft.	14,500,000.00	14,500,000.00
	20	WFB	Victor
    Valley Town Center I	12133-12249
    Hesperia Road; 17080-17222 Bear Valley Road	Victorville	CA	92395	San
    Bernardino	Retail	135,140	Sq.
    Ft.	14,250,000.00	14,227,020.23
	21	Barclays	One
    Conway Park	100
    North Field Drive	Lake
    Forest	IL	60045	Lake	Office	105,000	Sq.
    Ft.	12,600,000.00	12,600,000.00
	22	WFB	DAP
    Portfolio	Various	Various	MI	Various	Various	Retail	78,148	Sq.
    Ft.	12,187,500.00	12,172,555.80
	22.01	WFB	RiverTown
    Market	4365,
    4381 and 4391 Canal Avenue Southwest	Grandville	MI	49418	Kent	Retail	35,782	Sq.
    Ft.	5,400,000.00	 
	22.02	WFB	Big
    Rapids Marketplace	15190
    Isabella Drive	Big
    Rapids	MI	49307	Mecosta	Retail	26,890	Sq.
    Ft.	3,206,250.00	 
	22.03	WFB	Starbucks/Olga’s	8481
    Grand River	Brighton	MI	48116	Livingston	Retail	5,625	Sq.
    Ft.	2,756,250.00	 
	22.04	WFB	Red
    Rose Plaza	1251
    West Main Street	Gaylord	MI	49735	Otsego	Retail	9,851	Sq.
    Ft.	825,000.00	 
	23	Barclays	Studio
    Village	10823
    Magnolia Boulevard	North
    Hollywood	CA	91601	Los
    Angeles	Multifamily	169	Units	12,050,000.00	12,033,455.31
	24	Barclays	Eliken
    Industrial Portfolio	Various	Various	Various	Various	Various	Industrial	1,230,047	Sq.
    Ft.	11,500,000.00	11,484,562.42
	24.01	Barclays	802
    Frith Drive	802
    Frith Drive	Ridgeway	VA	24148	Henry	Industrial	628,000	Sq.
    Ft.	5,630,354.96	 
	24.02	Barclays	140
    Hollie Drive	140
    Hollie Drive	Martinsville	VA	24112	Henry	Industrial	300,000	Sq.
    Ft.	3,096,695.23	 
	24.03	Barclays	750
    Fieldcrest Road	750
    Fieldcrest Road	Eden	NC	27288	Rockingham	Industrial	139,100	Sq.
    Ft.	1,576,499.39	 
	24.04	Barclays	50
    Iron Gate Road	50
    Iron Gate Road	Clarksville	VA	23927	Mecklenburg	Industrial	162,947	Sq.
    Ft.	1,196,450.43	 
	25	SPREF	DoubleTree
    by Hilton Tempe	2100
    South Priest Drive	Tempe	AZ	85282	Maricopa	Hospitality	270	Rooms	11,000,000.00	11,000,000.00
	26	LCF	Holiday
    Inn Express- Hauppauge	2050
    Express Drive South	Hauppauge
    	NY	11788	Suffolk	Hospitality	133	Rooms	10,675,000.00	10,675,000.00
	27	SPREF	MacGregor
    Place	114
    & 118 MacKenan Drive	Cary	NC	27511	Wake	Office	87,914	Sq.
    Ft.	9,255,000.00	9,255,000.00
	28	CIIICM	CubeSmart
    Self Storage of Lakeway	15616
    Stewart Road	Lakeway	TX	78734	Travis	Self
    Storage	75,501	Sq.
    Ft.	9,250,000.00	9,250,000.00
	29	Barclays	Hundt
    Apartment Portfolio	Various	Various	WI	Various	Various	Multifamily	188	Units	9,200,000.00	9,200,000.00
	29.01	Barclays	Apple
    Blossom Carriage Homes	1702
    Bernard Court	Sparta	WI	54656	Monroe	Multifamily	64	Units	3,600,000.00	 
	29.02	Barclays	Nordic
    Village	109
    Nordic Drive	Westby	WI	54667	Vernon	Multifamily	52	Units	2,850,000.00	 
	29.03	Barclays	Marshview
    Apartments	1601-1608
    Henry Johns Boulevard	Bangor	WI	54614	La
    Crosse	Multifamily	40	Units	1,550,000.00	 
	29.04	Barclays	Salem
    View Apartments	411,
    431, & 511 Mill Street South and 810 East Garland Street	West
    Salem	WI	54669	La
    Crosse	Multifamily	32	Units	1,200,000.00	 
	30	SPREF	Towne
    Place Suites-Goldsboro	2603
    North Park Drive	Goldsboro	NC	27534	Wayne	Hospitality	98	Rooms	8,750,000.00	8,750,000.00
	31	Barclays	Castle
    Park Center	1319-1343
    3rd Avenue	Chula
    Vista	CA	91911	San
    Diego	Retail	85,373	Sq.
    Ft.	8,500,000.00	8,500,000.00
	32	CIIICM	Fairfield
    Inn - Wyomissing	21
    Meridian Blvd	Reading	PA	19610	Berks	Hospitality	110	Rooms	8,500,000.00	8,478,935.66
	33	LCF	Houston
    Multifamily Portfolio	Various	Houston	TX	77006	Harris	Multifamily	75	Units	8,118,750.00	8,118,750.00
	33.01	LCF	1919
    Portsmouth Street	1919
    Portsmouth Street	Houston	TX	77006	Harris	Multifamily	30	Units	3,350,000.00	 
	33.02	LCF	1903
    Portsmouth	1903
    Portsmouth Street	Houston	TX	77006	Harris	Multifamily	29	Units	3,250,000.00	 
	33.03	LCF	420
    West Alabama Street	420
    West Alabama Street	Houston	TX	77006	Harris	Multifamily	16	Units	1,518,750.00	 
	34	RMF	Holiday
    Inn Express Cheektowaga North East	83
    Anderson Road	Cheektowaga	NY	14225	Erie	Hospitality	85	Rooms	7,600,000.00	7,600,000.00
	35	RMF	Braes
    Hollow Apartments	8701
    South Braeswood	Houston	TX	77031	Harris	Multifamily	254	Units	7,500,000.00	7,490,650.10
	36	LCF	Glendora-Whiteville
    Portfolio	Various	Various	Various	Various	Various	Retail	27,923	Sq.
    Ft.	7,150,000.00	7,113,983.05
	36.01	LCF	Walgreens
    Glendora	1301
    Black Horse Pike	Glendora	NJ	8029	Camden	Retail	14,110	Sq.
    Ft.	4,810,000.00	 
	36.02	LCF	Rite
    Aid Whiteville	1728
    South Madison Street	Whiteville	NC	28472	Columbus	Retail	13,813	Sq.
    Ft.	2,340,000.00	 
	37	SPREF	Holiday
    Inn Express & Suites Charlotte North	7230
    Smith Corners Boulevard	Charlotte
    	NC	28269	Mecklenburg	Hospitality	82	Rooms	7,000,000.00	7,000,000.00
	38	SPREF	Hampton
    Inn Banning Beaumont	6071
    Joshua Palmer Way	Banning	CA	92220	Riverside	Hospitality	94	Rooms	6,750,000.00	6,750,000.00
	39	LCF	Holiday
    Inn Express & Suites Centerville	5655
    Wilmington Pike	Centerville	OH	45459	Montgomery	Hospitality	74	Rooms	6,650,000.00	6,641,811.23
	40	Barclays	Hollywood
    Pointe - Yucca	6711
    Yucca Street	Los
    Angeles	CA	90028	Los
    Angeles	Multifamily	50	Units	5,800,000.00	5,792,036.58
	41	WFB	Key
    Heights MHC	11335
    East Fulton	Lowell	MI	49331	Kent	Manufactured
    Housing Community	286	Pads	5,500,000.00	5,479,214.52
	42	Barclays	Rose
    Terrace - Whittier	6111-6121
    Norwalk Boulevard	Whittier	CA	90606	Los
    Angeles	Multifamily	54	Units	4,850,000.00	4,843,340.93
	43	CIIICM	The
    Elms MHC	871
    South Main Street	Fond
    du Lac	WI	54935	Fond
    du Lac	Manufactured
    Housing Community	208	Pads	4,445,000.00	4,439,609.55
	44	RMF	Palo
    Verde Square	10885-10953
    North Frank Lloyd Wright Boulevard	Scottsdale	AZ	85259	Maricopa	Retail	30,471	Sq.
    Ft.	4,000,000.00	4,000,000.00
	45	Barclays	Suntree	1551
    West Rialto Avenue	Rialto	CA	92335	San
    Bernardino	Multifamily	50	Units	3,600,000.00	3,595,057.19
	46	WFB	Legacy
    Lakes Plaza	4040
    Legacy Drive	Frisco	TX	75034	Collin	Mixed
    Use	18,280	Sq.
    Ft.	3,500,000.00	3,500,000.00
	47	SPREF	Mulberry
    Place	5783
    Old Winder Highway	Braselton	GA	30517	Hall	Retail	29,333	Sq.
    Ft.	3,500,000.00	3,500,000.00
	48	WFB	La
    Mirage Shopping Center	29555
    Northwestern Highway	Southfield	MI	48034	Oakland	Retail	38,490	Sq.
    Ft.	3,412,500.00	3,408,300.18
	49	WFB	Edgewood
    Village MHP	1000
    South Graham Road	Saginaw	MI	48609	Saginaw	Manufactured
    Housing Community	198	Pads	3,412,000.00	3,407,408.12
	50	CIIICM	Stow-It
    Self Storage Woodland	1319
    East Beamer Street	Woodland	CA	95776	Yolo	Self
    Storage	42,000	Sq.
    Ft.	3,375,000.00	3,375,000.00
	51	RMF	2500
    Barnsdale Way	2500
    Barnsdale Way	Albany	GA	31707	Dougherty	Multifamily	59	Units	3,300,000.00	3,300,000.00
	52	Barclays	Courtyard
    - Hawthorne	4171
    West El Segundo Boulevard	Hawthorne	CA	90250	Los
    Angeles	Multifamily	40	Units	3,200,000.00	3,195,606.39
	53	LCF	Walgreens
    Brattleboro	476
    Canal Street 	Brattleboro	VT	5301	Windham	Retail	14,560	Sq.
    Ft.	3,100,000.00	3,089,776.33
	54	Barclays	Crosswinds	4355
    South Jones Boulevard	Las
    Vegas	NV	89103	Clark	Multifamily	64	Units	3,050,000.00	3,045,812.34
	55	Barclays	Mountain
    Gate	4575
    Little Mountain Drive	San
    Bernardino	CA	92407	San
    Bernardino	Multifamily	44	Units	2,850,000.00	2,846,086.94
	56	RMF	Big
    Spring Marketplace	111
    East Marcy Drive	Big
    Spring	TX	79720	Howard	Retail	27,162	Sq.
    Ft.	2,750,000.00	2,746,456.89
	57	RMF	Highland
    Park	4708
    Gibson Road	Ocean
    Springs	MS	39564	Jackson	Manufactured
    Housing Community	147	Pads	2,500,000.00	2,500,000.00
	58	WFB	Sterling
    Climatized Storage	2121
    West Bert Kouns Industrial Loop	Shreveport	LA	71118	Caddo	Self
    Storage	30,795	Sq.
    Ft.	2,415,000.00	2,415,000.00
	59	CIIICM	Crowley
    Mini Storage	904
    North Crowley Road	Crowley	TX	76036	Tarrant	Self
    Storage	50,634	Sq.
    Ft.	2,000,000.00	2,000,000.00
	60	CIIICM	Tice
    Mobile Home Court	541
    New York Drive	Fort
    Myers	FL	33905	Lee	Manufactured
    Housing Community	106	Pads	1,950,000.00	1,946,576.22
	61	CIIICM	Action’s
    Self Storage	3825
    Parker Road	Saint
    Paul	TX	75098	Collin	Self
    Storage	49,219	Sq.
    Ft.	1,855,000.00	1,855,000.00
	62	CIIICM	Wagon
    Wheel MHC	1612
    Northeast 25th Avenue	Ocala	FL	34470	Marion	Manufactured
    Housing Community	126	Pads	1,718,500.00	1,718,500.00
	63	RMF	Fox
    Chase Village MHC	100
    Fox Chase Village	New
    Bern	NC	28562	Craven	Manufactured
    Housing Community	156	Pads	1,450,000.00	1,450,000.00


 


 






    	 



     


    

 


Wells
Fargo Commercial Mortgage Trust 2016-C37


MORTGAGE
LOAN SCHEDULE


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Loan
    Amortization Type	Monthly
    P&I Payment ($)	Interest
    Accrual Basis	Mortgage
    Rate	Administrative
    Fee Rate	Net
    Mortgage Rate	Payment
    Due Date	Stated
    Maturity Date or Anticipated Repayment Date	ARD
    Loan Maturity Date	ARD
    Mortgage Rate After Anticipated Repayment Date	Original
    Term to Maturity or ARD (Mos.)	Remaining
    Term to Maturity or ARD (Mos.)	Amortization
    Term (Original) (Mos.)
	1	Barclays	Hilton
    Hawaiian Village	Interest-only,
    Balloon	186,279.90
    	Actual/360	4.1995%	0.0126%	4.1869%	1	11/1/2026	NAP	NAP	120	119	IO
	2	Barclays	Quantum
    Park	Interest-only,
    ARD	162,054.93
    	Actual/360	3.6885%	0.0164%	3.6721%	6	10/6/2021	10/6/2026	6.6885%	60	58	IO
	3	LCF	Walmart
    Shadow Anchored Portfolio	Interest-only,
    Amortizing Balloon	226,715.07
    	Actual/360	5.5898%	0.0614%	5.5285%	6	9/6/2021	NAP	NAP	60	57	360
	3.01	LCF	Alice
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	LCF	Shawnee
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	LCF	Durant
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	LCF	Radcliff
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	LCF	Mustang
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	LCF	Pineville
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	LCF	Yukon 
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.08	LCF	Fort
    Dodge Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.09	LCF	Belton
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.10	LCF	Petal
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.11	LCF	Douglas
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.12	LCF	Boaz
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.13	LCF	Zachary
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.14	LCF	Plainview
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.15	LCF	Minden
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.16	LCF	West
    Burlington Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.17	LCF	Pulaski
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.18	LCF	Marshalltown
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.19	LCF	Bad
    Axe Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.20	LCF	Ottumwa
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.21	LCF	Tyler
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.22	LCF	Oskaloosa
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.23	LCF	Shelbyville
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.24	LCF	Alexandria
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.25	LCF	La
    Junta Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.26	LCF	St.
    John’s Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.27	LCF	Newton
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.28	LCF	Tell
    City Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.29	LCF	Newcastle
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.30	LCF	Wauseon
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.31	LCF	Pampa
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.32	LCF	Keokuk
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.33	LCF	Liberty
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.34	LCF	Perry
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	Barclays	Potomac
    Mills	Interest-only,
    Balloon	91,838.26
    	Actual/360	2.9882%	0.0139%	2.9744%	1	11/1/2026	NAP	NAP	120	119	IO
	5	WFB	Franklin
    Square III	Amortizing
    Balloon	170,180.61
    	Actual/360	4.8500%	0.0164%	4.8336%	11	11/11/2023	NAP	NAP	84	83	360
	6	LCF	1140
    Avenue of the Americas	Interest-only,
    Balloon	104,151.74
    	Actual/360	4.1090%	0.0164%	4.0926%	6	7/6/2026	NAP	NAP	120	115	IO
	7	Barclays	The
    Hamptons	Amortizing
    Balloon	88,257.51
    	Actual/360	4.2691%	0.0164%	4.2527%	6	11/6/2026	NAP	NAP	120	119	360
	8	Barclays	Park
    Pointe	Amortizing
    Balloon	43,882.22
    	Actual/360	4.2691%	0.0164%	4.2527%	6	11/6/2026	NAP	NAP	120	119	360
	9	Barclays	Hampton
    Inn Tropicana	Amortizing
    Balloon	134,197.97
    	Actual/360	4.8350%	0.0364%	4.7986%	6	11/6/2026	NAP	NAP	120	119	360
	10	WFB	Fremaux
    Town Center	Amortizing
    Balloon	127,839.87
    	Actual/360	3.6990%	0.0164%	3.6826%	11	6/11/2026	NAP	NAP	120	114	300
	11	Barclays	Midwest
    Industrial Portfolio	Interest-only,
    Amortizing Balloon	120,681.61
    	Actual/360	4.7630%	0.0164%	4.7466%	6	12/6/2026	NAP	NAP	120	120	360
	11.01	Barclays	3701
    West 128th Place	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.02	Barclays	3801-3831
    Hawthorne Court	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.03	Barclays	6601-6669
    West Mill Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.04	Barclays	8301
    West Parkland Court	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.05	Barclays	1602
    Corporate Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.06	Barclays	8585
    South 77th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.07	Barclays	999
    Raymond Street	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.08	Barclays	4081
    Ryan Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.09	Barclays	461
    North Third Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.10	Barclays	12550
    Lombard Lane	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.11	Barclays	2000
    South 25th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 
	12	RMF	The
    Lodge & Waterfall Park Apartments Portfolio	Interest-only,
    Amortizing Balloon	122,652.39
    	Actual/360	4.9800%	0.0164%	4.9636%	6	12/6/2026	NAP	NAP	120	120	360
	12.01	RMF	The
    Lodge	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.02	RMF	Waterfall
    Park	 	 	 	 	 	 	 	 	 	 	 	 	 
	13	LCF	80
    Park Plaza	Interest-only,
    Amortizing Balloon	105,780.94
    	Actual/360	4.4500%	0.0139%	4.4362%	6	10/6/2026	NAP	NAP	120	118	360
	14	LCF	Redwood
    MHC Portfolio	Interest-only,
    Amortizing Balloon	99,706.24
    	Actual/360	4.1140%	0.0164%	4.0976%	6	9/6/2026	NAP	NAP	120	117	360
	14.01	LCF	Camp
    Inn	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	LCF	Town
    & Country Estates	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.03	LCF	St.
    Clements Crossing	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.04	LCF	Algoma	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.05	LCF	Suburban
    Estates	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.06	LCF	Colonial
    Acres	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.07	LCF	Twenty
    Nine Pines	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.08	LCF	Evergreen
    Springs	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.09	LCF	Avalon	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.10	LCF	Lexington	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.11	LCF	Colonial
    Manor	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.12	LCF	Green
    Acres	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.13	LCF	Cedar
    Grove	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.14	LCF	Hunters
    Chase	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.15	LCF	Highland
    Bluff	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.16	LCF	Winter
    Paradise	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.17	LCF	Weststar	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.18	LCF	El
    Frontier	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	SPREF	Ventron
    Georgia Portfolio	Amortizing
    Balloon	85,394.25
    	Actual/360	4.1820%	0.0164%	4.1656%	6	12/6/2026	NAP	NAP	120	120	360
	15.01	SPREF	Hampton
    Downs Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	SPREF	Harvard
    Place Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	Barclays	Cranberry
    Crossroads	Interest-only,
    Amortizing Balloon	79,048.50
    	Actual/360	4.6110%	0.0214%	4.5896%	6	12/6/2026	NAP	NAP	120	120	360
	17	SPREF	Uconn
    Apartment Portfolio	Interest-only,
    Amortizing Balloon	84,621.63
    	Actual/360	5.0600%	0.0164%	5.0436%	6	12/6/2026	NAP	NAP	120	120	336
	17.01	SPREF	Knollwood
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	SPREF	Clubhouse
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.03	SPREF	Maplewood
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.04	SPREF	Millbrook
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.05	SPREF	Oakwood
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	SPREF	The
    Grove at Plymouth- Mass	Interest-only,
    Amortizing Balloon	78,156.71
    	Actual/360	4.7400%	0.0164%	4.7236%	6	12/6/2026	NAP	NAP	120	120	360
	19	WFB	Parkway
    Plaza-NC	Interest-only,
    Amortizing Balloon	75,551.49
    	Actual/360	4.7400%	0.0164%	4.7236%	11	12/11/2026	NAP	NAP	120	120	360
	20	WFB	Victor
    Valley Town Center I	Amortizing
    Balloon	85,561.02
    	Actual/360	5.2700%	0.0164%	5.2536%	11	11/11/2026	NAP	NAP	120	119	300
	21	Barclays	One
    Conway Park	Interest-only,
    ARD	45,106.40
    	Actual/360	4.2370%	0.0164%	4.2206%	6	12/6/2021	12/6/2023	7.2370%	60	60	IO
	22	WFB	DAP
    Portfolio	Amortizing
    Balloon	64,608.26
    	Actual/360	4.8900%	0.0164%	4.8736%	11	11/11/2026	NAP	NAP	120	119	360
	22.01	WFB	RiverTown
    Market	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	WFB	Big
    Rapids Marketplace	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.03	WFB	Starbucks/Olga’s	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.04	WFB	Red
    Rose Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	Barclays	Studio
    Village	Amortizing
    Balloon	59,413.57
    	Actual/360	4.2691%	0.0164%	4.2527%	6	11/6/2026	NAP	NAP	120	119	360
	24	Barclays	Eliken
    Industrial Portfolio	Amortizing
    Balloon	57,546.75
    	Actual/360	4.3940%	0.0164%	4.3776%	6	11/6/2026	NAP	NAP	120	119	360
	24.01	Barclays	802
    Frith Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.02	Barclays	140
    Hollie Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.03	Barclays	750
    Fieldcrest Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.04	Barclays	50
    Iron Gate Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	25	SPREF	DoubleTree
    by Hilton Tempe	Amortizing
    Balloon	63,336.10
    	Actual/360	5.6270%	0.0164%	5.6106%	6	12/6/2026	NAP	NAP	120	120	360
	26	LCF	Holiday
    Inn Express- Hauppauge	Amortizing
    Balloon	59,477.80
    	Actual/360	5.3300%	0.0164%	5.3136%	6	12/6/2026	NAP	NAP	120	120	360
	27	SPREF	MacGregor
    Place	Amortizing
    Balloon	48,501.85
    	Actual/360	4.7900%	0.0164%	4.7736%	6	12/6/2026	NAP	NAP	120	120	360
	28	CIIICM	CubeSmart
    Self Storage of Lakeway	Amortizing
    Balloon	49,599.48
    	Actual/360	4.9900%	0.0164%	4.9736%	11	12/11/2026	NAP	NAP	120	120	360
	29	Barclays	Hundt
    Apartment Portfolio	Interest-only,
    Amortizing Balloon	44,241.04
    	Actual/360	4.0600%	0.0164%	4.0436%	6	11/6/2026	NAP	NAP	120	119	360
	29.01	Barclays	Apple
    Blossom Carriage Homes	 	 	 	 	 	 	 	 	 	 	 	 	 
	29.02	Barclays	Nordic
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 
	29.03	Barclays	Marshview
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	29.04	Barclays	Salem
    View Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	30	SPREF	Towne
    Place Suites-Goldsboro	Amortizing
    Balloon	53,419.58
    	Actual/360	5.4400%	0.0164%	5.4236%	6	12/6/2026	NAP	NAP	120	120	300
	31	Barclays	Castle
    Park Center	Interest-only,
    Balloon	31,592.36
    	Actual/360	4.3990%	0.0164%	4.3826%	1	12/1/2026	NAP	NAP	120	120	IO
	32	CIIICM	Fairfield
    Inn - Wyomissing	Amortizing
    Balloon	55,347.67
    	Actual/360	4.8400%	0.0164%	4.8236%	11	11/11/2026	NAP	NAP	120	119	240
	33	LCF	Houston
    Multifamily Portfolio	Interest-only,
    Amortizing Balloon	43,831.63
    	Actual/360	5.0500%	0.0164%	5.0336%	6	12/6/2026	NAP	NAP	120	120	360
	33.01	LCF	1919
    Portsmouth Street	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.02	LCF	1903
    Portsmouth	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.03	LCF	420
    West Alabama Street	 	 	 	 	 	 	 	 	 	 	 	 	 
	34	RMF	Holiday
    Inn Express Cheektowaga North East	Amortizing
    Balloon	42,297.59
    	Actual/360	5.3200%	0.0164%	5.3036%	6	12/6/2026	NAP	NAP	120	120	360
	35	RMF	Braes
    Hollow Apartments	Amortizing
    Balloon	39,349.90
    	Actual/360	4.8000%	0.0164%	4.7836%	6	11/6/2026	NAP	NAP	120	119	360
	36	LCF	Glendora-Whiteville
    Portfolio	Amortizing
    Balloon	41,175.71
    	Actual/360	4.8500%	0.0164%	4.8336%	6	9/6/2026	NAP	NAP	120	117	300
	36.01	LCF	Walgreens
    Glendora	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	LCF	Rite
    Aid Whiteville	 	 	 	 	 	 	 	 	 	 	 	 	 
	37	SPREF	Holiday
    Inn Express & Suites Charlotte North	Amortizing
    Balloon	39,884.06
    	Actual/360	4.7440%	0.0164%	4.7276%	6	12/6/2026	NAP	NAP	120	120	300
	38	SPREF	Hampton
    Inn Banning Beaumont	Amortizing
    Balloon	36,230.06
    	Actual/360	4.6370%	0.0164%	4.6206%	6	12/6/2026	NAP	NAP	120	120	330
	39	LCF	Holiday
    Inn Express & Suites Centerville	Amortizing
    Balloon	35,160.06
    	Actual/360	4.8670%	0.0164%	4.8506%	6	11/6/2026	NAP	NAP	120	119	360
	40	Barclays	Hollywood
    Pointe - Yucca	Amortizing
    Balloon	28,597.40
    	Actual/360	4.2691%	0.0164%	4.2527%	6	11/6/2026	NAP	NAP	120	119	360
	41	WFB	Key
    Heights MHC	Amortizing
    Balloon	29,061.40
    	Actual/360	4.0100%	0.0164%	3.9936%	11	10/11/2026	NAP	NAP	120	118	300
	42	Barclays	Rose
    Terrace - Whittier	Amortizing
    Balloon	23,913.35
    	Actual/360	4.2691%	0.0164%	4.2527%	6	11/6/2026	NAP	NAP	120	119	360
	43	CIIICM	The
    Elms MHC	Amortizing
    Balloon	23,726.08
    	Actual/360	4.9500%	0.0164%	4.9336%	11	11/11/2026	NAP	NAP	120	119	360
	44	RMF	Palo
    Verde Square	Interest-only,
    Amortizing Balloon	22,336.55
    	Actual/360	5.3500%	0.0164%	5.3336%	6	12/6/2026	NAP	NAP	120	120	360
	45	Barclays	Suntree	Amortizing
    Balloon	17,750.11
    	Actual/360	4.2691%	0.0164%	4.2527%	6	11/6/2026	NAP	NAP	120	119	360
	46	WFB	Legacy
    Lakes Plaza	Interest-only,
    Amortizing Balloon	17,609.43
    	Actual/360	4.4400%	0.0164%	4.4236%	11	11/11/2026	NAP	NAP	120	119	360
	47	SPREF	Mulberry
    Place	Amortizing
    Balloon	22,944.05
    	Actual/360	4.9200%	0.0164%	4.9036%	6	12/6/2026	NAP	NAP	120	120	240
	48	WFB	La
    Mirage Shopping Center	Amortizing
    Balloon	18,048.88
    	Actual/360	4.8700%	0.0164%	4.8536%	11	11/11/2026	NAP	NAP	120	119	360
	49	WFB	Edgewood
    Village MHP	Amortizing
    Balloon	17,045.68
    	Actual/360	4.3800%	0.0739%	4.3061%	11	11/11/2026	NAP	NAP	120	119	360
	50	CIIICM	Stow-It
    Self Storage Woodland	Interest-only,
    Amortizing Balloon	18,407.60
    	Actual/360	5.1400%	0.0164%	5.1236%	11	12/11/2026	NAP	NAP	120	120	360
	51	RMF	2500
    Barnsdale Way	Interest-only,
    Amortizing Balloon	19,090.52
    	Actual/360	5.6700%	0.0164%	5.6536%	6	12/6/2026	NAP	NAP	120	120	360
	52	Barclays	Courtyard
    - Hawthorne	Amortizing
    Balloon	15,777.88
    	Actual/360	4.2691%	0.0164%	4.2527%	6	11/6/2026	NAP	NAP	120	119	360
	53	LCF	Walgreens
    Brattleboro	Amortizing
    Balloon	17,879.30
    	Actual/360	4.8650%	0.0164%	4.8486%	6	10/6/2026	NAP	NAP	120	118	300
	54	Barclays	Crosswinds	Amortizing
    Balloon	15,038.29
    	Actual/360	4.2691%	0.0164%	4.2527%	6	11/6/2026	NAP	NAP	120	119	360
	55	Barclays	Mountain
    Gate	Amortizing
    Balloon	14,052.17
    	Actual/360	4.2691%	0.0164%	4.2527%	6	11/6/2026	NAP	NAP	120	119	360
	56	RMF	Big
    Spring Marketplace	Amortizing
    Balloon	14,130.61
    	Actual/360	4.6200%	0.0164%	4.6036%	6	11/6/2026	NAP	NAP	120	119	360
	57	RMF	Highland
    Park	Interest-only,
    Amortizing Balloon	14,022.67
    	Actual/360	5.3900%	0.0164%	5.3736%	6	12/6/2026	NAP	NAP	120	120	360
	58	WFB	Sterling
    Climatized Storage	Interest-only,
    Amortizing Balloon	12,222.11
    	Actual/360	4.4900%	0.0164%	4.4736%	11	11/11/2026	NAP	NAP	120	119	360
	59	CIIICM	Crowley
    Mini Storage	Amortizing
    Balloon	10,957.52
    	Actual/360	5.1800%	0.0164%	5.1636%	11	12/11/2026	NAP	NAP	120	120	360
	60	CIIICM	Tice
    Mobile Home Court	Amortizing
    Balloon	11,061.28
    	Actual/360	4.7000%	0.0164%	4.6836%	11	11/11/2026	NAP	NAP	120	119	300
	61	CIIICM	Action’s
    Self Storage	Interest-only,
    Amortizing Balloon	10,300.90
    	Actual/360	5.3000%	0.0164%	5.2836%	11	12/11/2026	NAP	NAP	120	120	360
	62	CIIICM	Wagon
    Wheel MHC	Amortizing
    Balloon	9,757.45
    	Actual/360	5.5000%	0.0164%	5.4836%	11	12/11/2026	NAP	NAP	120	120	360
	63	RMF	Fox
    Chase Village MHC	Amortizing
    Balloon	8,680.54
    	Actual/360	5.2400%	0.0164%	5.2236%	6	12/6/2026	NAP	NAP	120	120	300


 






    	 



     


    

 


Wells
Fargo Commercial Mortgage Trust 2016-C37


MORTGAGE
LOAN SCHEDULE



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Amortization
    Term (Remaining) (Mos.)	Cross
    Collateralized and Cross Defaulted Loan Flag	Prepayment
    Provisions	Ownership
    Interest	Grace
    Period Late (Days)	Engineering
    Escrow / Deferred Maintenance ($)	Tax
    Escrow (Initial)	Monthly
    Tax Escrow ($)	Tax
    Escrow - Cash or LoC	Tax
    Escrow - LoC Counterparty	Insurance
    Escrow (Initial)	Monthly
    Insurance Escrow ($)	Insurance
    Escrow - Cash or LoC
	1	Barclays	Hilton
    Hawaiian Village	IO	NAP	L(25),GRTR
    1% or YM or D(88),O(7)	Both	0	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	2	Barclays	Quantum
    Park	IO	NAP	L(24),GRTR
    1% or YM(31),O(5)	Fee	0	0
    	0
    	191,400
    	Cash	NAP	25,086
    	0
    	Cash
	3	LCF	Walmart
    Shadow Anchored Portfolio	360	NAP	L(27),D(28),O(5)	Various	0	218,304
    	682,795
    	136,559
    	Cash	NAP	150,051
    	12,504
    	Cash
	3.01	LCF	Alice
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	LCF	Shawnee
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	LCF	Durant
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	LCF	Radcliff
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	LCF	Mustang
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	LCF	Pineville
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	LCF	Yukon 
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.08	LCF	Fort
    Dodge Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.09	LCF	Belton
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.10	LCF	Petal
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.11	LCF	Douglas
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.12	LCF	Boaz
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.13	LCF	Zachary
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.14	LCF	Plainview
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.15	LCF	Minden
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.16	LCF	West
    Burlington Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.17	LCF	Pulaski
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.18	LCF	Marshalltown
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.19	LCF	Bad
    Axe Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.20	LCF	Ottumwa
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.21	LCF	Tyler
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.22	LCF	Oskaloosa
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.23	LCF	Shelbyville
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.24	LCF	Alexandria
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.25	LCF	La
    Junta Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.26	LCF	St.
    John’s Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.27	LCF	Newton
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.28	LCF	Tell
    City Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.29	LCF	Newcastle
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.30	LCF	Wauseon
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.31	LCF	Pampa
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.32	LCF	Keokuk
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.33	LCF	Liberty
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.34	LCF	Perry
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	Barclays	Potomac
    Mills	IO	NAP	L(25),D(88),O(7)	Fee	0	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	5	WFB	Franklin
    Square III	359	NAP	L(25),D(55),O(4)	Fee	0	0
    	0
    	21,997
    	Cash	NAP	0
    	0
    	NAP
	6	LCF	1140
    Avenue of the Americas	IO	NAP	L(24),GRTR
    1% or YM(92),O(4)	Leasehold	0	0
    	342,123
    	171,061
    	Cash	NAP	0
    	0
    	NAP
	7	Barclays	The
    Hamptons	359	Y
    - Crossed Group A	L(25),D(90),O(5)	Fee	0	162,810
    	25,418
    	12,709
    	Cash	NAP	0
    	0
    	NAP
	8	Barclays	Park
    Pointe	359	Y
    - Crossed Group A	L(25),D(90),O(5)	Fee	0	24,560
    	53,373
    	10,676
    	Cash	NAP	0
    	0
    	NAP
	9	Barclays	Hampton
    Inn Tropicana	359	NAP	L(25),D(90),O(5)	Fee	0	13,125
    	24,351
    	12,175
    	Cash	NAP	0
    	0
    	NAP
	10	WFB	Fremaux
    Town Center	294	NAP	L(35),GRTR
    1% or YM(81),O(4)	Fee	0	0
    	507,691
    	63,462
    	Cash	NAP	0
    	0
    	NAP
	11	Barclays	Midwest
    Industrial Portfolio	360	NAP	L(24),D(92),O(4)	Fee	5	2,599,530
    	374,833
    	116,397
    	Cash	NAP	0
    	0
    	NAP
	11.01	Barclays	3701
    West 128th Place	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.02	Barclays	3801-3831
    Hawthorne Court	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.03	Barclays	6601-6669
    West Mill Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.04	Barclays	8301
    West Parkland Court	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.05	Barclays	1602
    Corporate Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.06	Barclays	8585
    South 77th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.07	Barclays	999
    Raymond Street	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.08	Barclays	4081
    Ryan Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.09	Barclays	461
    North Third Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.10	Barclays	12550
    Lombard Lane	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.11	Barclays	2000
    South 25th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 
	12	RMF	The
    Lodge & Waterfall Park Apartments Portfolio	360	NAP	L(24),D(92),O(4)	Fee	0	45,875
    	510,666
    	42,555
    	Cash	NAP	300,212
    	28,592
    	Cash
	12.01	RMF	The
    Lodge	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.02	RMF	Waterfall
    Park	 	 	 	 	 	 	 	 	 	 	 	 	 
	13	LCF	80
    Park Plaza	360	NAP	L(26),D(90),O(4)	Fee	0	0
    	906,128
    	302,043
    	Cash	NAP	35,304
    	17,652
    	Cash
	14	LCF	Redwood
    MHC Portfolio	360	NAP	L(27),D(89),O(4)	Fee	0	1,000,000
    	303,973
    	101,324
    	Cash	NAP	0
    	0
    	NAP
	14.01	LCF	Camp
    Inn	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	LCF	Town
    & Country Estates	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.03	LCF	St.
    Clements Crossing	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.04	LCF	Algoma	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.05	LCF	Suburban
    Estates	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.06	LCF	Colonial
    Acres	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.07	LCF	Twenty
    Nine Pines	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.08	LCF	Evergreen
    Springs	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.09	LCF	Avalon	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.10	LCF	Lexington	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.11	LCF	Colonial
    Manor	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.12	LCF	Green
    Acres	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.13	LCF	Cedar
    Grove	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.14	LCF	Hunters
    Chase	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.15	LCF	Highland
    Bluff	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.16	LCF	Winter
    Paradise	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.17	LCF	Weststar	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.18	LCF	El
    Frontier	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	SPREF	Ventron
    Georgia Portfolio	360	NAP	L(24),D(92),O(4)	Fee	0	10,000
    	40,706
    	20,353
    	Cash	NAP	99,102
    	9,910
    	Cash
	15.01	SPREF	Hampton
    Downs Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	SPREF	Harvard
    Place Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	Barclays	Cranberry
    Crossroads	360	NAP	L(24),D(92),O(4)	Fee	0	0
    	36,934
    	10,044
    	Cash	NAP	0
    	0
    	NAP
	17	SPREF	Uconn
    Apartment Portfolio	336	NAP	L(24),D(92),O(4)	Fee	0	0
    	24,008
    	24,008
    	Cash	NAP	47,073
    	6,725
    	Cash
	17.01	SPREF	Knollwood
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	SPREF	Clubhouse
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.03	SPREF	Maplewood
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.04	SPREF	Millbrook
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.05	SPREF	Oakwood
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	SPREF	The
    Grove at Plymouth- Mass	360	NAP	L(24),D(92),O(4)	Fee	0	6,563
    	92,066
    	30,689
    	Cash	NAP	74,683
    	5,745
    	Cash
	19	WFB	Parkway
    Plaza-NC	360	NAP	L(24),D(91),O(5)	Fee	5	0
    	0
    	18,647
    	Cash	NAP	0
    	0
    	NAP
	20	WFB	Victor
    Valley Town Center I	299	NAP	L(25),D(91),O(4)	Fee	0	65,938
    	36,294
    	18,147
    	Cash	NAP	0
    	0
    	NAP
	21	Barclays	One
    Conway Park	IO	NAP	L(24),D(31),O(5)	Fee	0	100,025
    	106,729
    	26,682
    	Cash	NAP	0
    	0
    	NAP
	22	WFB	DAP
    Portfolio	359	NAP	L(25),D(88),O(7)	Fee	0	0
    	52,137
    	17,379
    	Cash	NAP	0
    	0
    	NAP
	22.01	WFB	RiverTown
    Market	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	WFB	Big
    Rapids Marketplace	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.03	WFB	Starbucks/Olga’s	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.04	WFB	Red
    Rose Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	Barclays	Studio
    Village	359	NAP	L(25),D(90),O(5)	Fee	0	0
    	16,205
    	3,241
    	Cash	NAP	0
    	0
    	NAP
	24	Barclays	Eliken
    Industrial Portfolio	359	NAP	L(25),D(91),O(4)	Fee	0	182,488
    	0
    	2,120
    	Cash	NAP	0
    	11,643
    	Cash
	24.01	Barclays	802
    Frith Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.02	Barclays	140
    Hollie Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.03	Barclays	750
    Fieldcrest Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.04	Barclays	50
    Iron Gate Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	25	SPREF	DoubleTree
    by Hilton Tempe	360	NAP	L(24),D(93),O(3)	Fee	0	98,625
    	81,443
    	27,148
    	Cash	NAP	67,366
    	6,737
    	Cash
	26	LCF	Holiday
    Inn Express- Hauppauge	360	NAP	L(24),D(92),O(4)	Fee	0	0
    	296,646
    	37,081
    	Cash	NAP	7,500
    	2,500
    	Cash
	27	SPREF	MacGregor
    Place	360	NAP	L(24),D(92),O(4)	Fee	0	31,250
    	7,926
    	7,926
    	Cash	NAP	0
    	0
    	NAP
	28	CIIICM	CubeSmart
    Self Storage of Lakeway	360	NAP	L(24),GRTR
    1% or YM(93),O(3)	Fee	0	0
    	0
    	16,978
    	Cash	NAP	4,927
    	704
    	Cash
	29	Barclays	Hundt
    Apartment Portfolio	360	NAP	L(25),D(91),O(4)	Fee	0	0
    	218,670
    	21,867
    	Cash	NAP	4,251
    	4,251
    	Cash
	29.01	Barclays	Apple
    Blossom Carriage Homes	 	 	 	 	 	 	 	 	 	 	 	 	 
	29.02	Barclays	Nordic
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 
	29.03	Barclays	Marshview
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	29.04	Barclays	Salem
    View Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	30	SPREF	Towne
    Place Suites-Goldsboro	300	NAP	L(24),D(92),O(4)	Fee	0	0
    	7,014
    	7,014
    	Cash	NAP	12,049
    	1,004
    	Cash
	31	Barclays	Castle
    Park Center	IO	NAP	L(24),D(92),O(4)	Fee	0	41,250
    	9,256
    	9,256
    	Cash	NAP	8,144
    	1,357
    	Cash
	32	CIIICM	Fairfield
    Inn - Wyomissing	239	NAP	L(25),D(92),O(3)	Fee	0	0
    	32,832
    	10,944
    	Cash	NAP	17,167
    	2,146
    	Cash
	33	LCF	Houston
    Multifamily Portfolio	360	NAP	L(24),D(92),O(4)	Fee	0	0
    	127,361
    	10,613
    	Cash	NAP	27,504
    	3,056
    	Cash
	33.01	LCF	1919
    Portsmouth Street	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.02	LCF	1903
    Portsmouth	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.03	LCF	420
    West Alabama Street	 	 	 	 	 	 	 	 	 	 	 	 	 
	34	RMF	Holiday
    Inn Express Cheektowaga North East	360	NAP	L(24),D(91),O(5)	Fee	0	0
    	91,929
    	14,592
    	Cash	NAP	11,224
    	1,782
    	Cash
	35	RMF	Braes
    Hollow Apartments	359	NAP	L(25),D(91),O(4)	Fee	0	240,218
    	171,795
    	15,618
    	Cash	NAP	43,514
    	13,814
    	Cash
	36	LCF	Glendora-Whiteville
    Portfolio	297	NAP	L(27),D(90),O(3)	Fee	0	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	36.01	LCF	Walgreens
    Glendora	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	LCF	Rite
    Aid Whiteville	 	 	 	 	 	 	 	 	 	 	 	 	 
	37	SPREF	Holiday
    Inn Express & Suites Charlotte North	300	NAP	L(24),D(92),O(4)	Fee	0	0
    	30,484
    	6,097
    	Cash	NAP	15,483
    	1,408
    	Cash
	38	SPREF	Hampton
    Inn Banning Beaumont	330	NAP	L(24),D(92),O(4)	Fee	0	0
    	16,168
    	8,084
    	Cash	NAP	6,595
    	3,297
    	Cash
	39	LCF	Holiday
    Inn Express & Suites Centerville	359	NAP	L(25),D(91),O(4)	Fee	0	0
    	58,352
    	9,725
    	Cash	NAP	9,246
    	1,156
    	Cash
	40	Barclays	Hollywood
    Pointe - Yucca	359	NAP	L(25),D(90),O(5)	Fee	0	21,584
    	13,976
    	2,795
    	Cash	NAP	0
    	0
    	NAP
	41	WFB	Key
    Heights MHC	298	NAP	L(26),GRTR
    1% or YM(89),O(5)	Fee	5	0
    	35,736
    	8,934
    	Cash	NAP	0
    	0
    	NAP
	42	Barclays	Rose
    Terrace - Whittier	359	NAP	L(25),D(90),O(5)	Fee	0	15,070
    	21,153
    	4,231
    	Cash	NAP	0
    	0
    	NAP
	43	CIIICM	The
    Elms MHC	359	NAP	L(25),D(92),O(3)	Fee	0	81,856
    	54,291
    	5,429
    	Cash	NAP	2,550
    	1,275
    	Cash
	44	RMF	Palo
    Verde Square	360	NAP	L(24),D(89),O(7)	Fee	0	2,813
    	12,285
    	3,900
    	Cash	NAP	5,387
    	428
    	Cash
	45	Barclays	Suntree	359	NAP	L(25),D(90),O(5)	Fee	0	715
    	8,119
    	1,624
    	Cash	NAP	0
    	0
    	NAP
	46	WFB	Legacy
    Lakes Plaza	360	NAP	L(25),D(91),O(4)	Fee	0	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	47	SPREF	Mulberry
    Place	240	NAP	L(24),D(95),O(1)	Fee	0	5,125
    	30,643
    	2,189
    	Cash	NAP	2,623
    	525
    	Cash
	48	WFB	La
    Mirage Shopping Center	359	NAP	L(25),D(91),O(4)	Fee	0	0
    	17,708
    	4,427
    	Cash	NAP	0
    	0
    	NAP
	49	WFB	Edgewood
    Village MHP	359	NAP	L(25),D(91),O(4)	Fee	0	0
    	22,652
    	3,236
    	Cash	NAP	0
    	0
    	NAP
	50	CIIICM	Stow-It
    Self Storage Woodland	360	NAP	L(24),GRTR
    1% or YM(93),O(3)	Fee	0	0
    	4,450
    	4,450
    	Cash	NAP	1,393
    	1,393
    	Cash
	51	RMF	2500
    Barnsdale Way	360	NAP	L(24),D(92),O(4)	Fee	0	0
    	0
    	4,794
    	Cash	NAP	15,485
    	1,639
    	Cash
	52	Barclays	Courtyard
    - Hawthorne	359	NAP	L(25),D(90),O(5)	Fee	0	17,067
    	11,628
    	2,326
    	Cash	NAP	0
    	0
    	NAP
	53	LCF	Walgreens
    Brattleboro	298	NAP	L(26),D(91),O(3)	Fee	0	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	54	Barclays	Crosswinds	359	NAP	L(25),D(90),O(5)	Fee	0	8,943
    	4,300
    	2,150
    	Cash	NAP	0
    	0
    	NAP
	55	Barclays	Mountain
    Gate	359	NAP	L(25),D(90),O(5)	Fee	0	36,369
    	7,559
    	1,512
    	Cash	NAP	0
    	0
    	NAP
	56	RMF	Big
    Spring Marketplace	359	NAP	L(25),D(91),O(4)	Fee	0	0
    	0
    	7,705
    	Cash	NAP	2,187
    	694
    	Cash
	57	RMF	Highland
    Park	360	NAP	L(24),D(92),O(4)	Fee	0	2,375
    	16,021
    	1,272
    	Cash	NAP	6,738
    	642
    	Cash
	58	WFB	Sterling
    Climatized Storage	360	NAP	L(25),GRTR
    1% or YM(88),O(7)	Fee	0	0
    	43,656
    	3,638
    	Cash	NAP	3,952
    	494
    	Cash
	59	CIIICM	Crowley
    Mini Storage	360	NAP	L(24),D(93),O(3)	Fee	0	0
    	3,308
    	3,308
    	Cash	NAP	6,540
    	1,308
    	Cash
	60	CIIICM	Tice
    Mobile Home Court	299	NAP	L(25),D(91),O(4)	Fee	0	4,000
    	2,717
    	1,358
    	Cash	NAP	4,988
    	1,663
    	Cash
	61	CIIICM	Action’s
    Self Storage	360	NAP	L(24),GRTR
    1% or YM(93),O(3)	Fee	0	0
    	4,148
    	4,148
    	Cash	NAP	2,378
    	1,189
    	Cash
	62	CIIICM	Wagon
    Wheel MHC	360	NAP	L(24),D(93),O(3)	Fee	0	51,563
    	0
    	2,612
    	Cash	NAP	1,968
    	984
    	Cash
	63	RMF	Fox
    Chase Village MHC	300	NAP	L(24),D(92),O(4)	Fee	0	0
    	18,056
    	1,505
    	Cash	NAP	4,284
    	291
    	Cash


 






    	 



     


    

 Wells
Fargo Commercial Mortgage Trust 2016-C37


MORTGAGE
LOAN SCHEDULE



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Insurance
    Escrow - LoC Counterparty	Upfront
    Replacement Reserve ($)	Monthly
    Replacement Reserve ($)(15)	Replacement
    Reserve Cap ($)	Replacement
    Reserve Escrow - Cash or LoC	Replacement
    Reserve Escrow - LoC Counterparty	Upfront
    TI/LC Reserve ($)	Monthly
    TI/LC Reserve ($)	TI/LC
    Reserve Cap ($)	TI/LC
    Escrow - Cash or LoC	TI/LC
    Escrow - LoC Counterparty	Debt
    Service Escrow (Initial) ($)	Debt
    Service Escrow (Monthly) ($)
	1	Barclays	Hilton
    Hawaiian Village	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	2	Barclays	Quantum
    Park	NAP	0
    	11,786
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	3	LCF	Walmart
    Shadow Anchored Portfolio	NAP	0
    	14,692
    	Beginning
    with the first Replacement Reserve (Monthly) amount in the fourth year after the Closing Date, the Replacement Reserve Cap
    will be $528,915	Cash	NAP	850,000
    	80,806
    	Beginning
    with the first TI/LC Reserve (Monthly) amount in the fourth year after the Closing Date, the TI/LC Reserve Cap will be $2,909,034	Cash	NAP	0
    	0
    
	3.01	LCF	Alice
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	LCF	Shawnee
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	LCF	Durant
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	LCF	Radcliff
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	LCF	Mustang
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	LCF	Pineville
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	LCF	Yukon 
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.08	LCF	Fort
    Dodge Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.09	LCF	Belton
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.10	LCF	Petal
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.11	LCF	Douglas
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.12	LCF	Boaz
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.13	LCF	Zachary
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.14	LCF	Plainview
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.15	LCF	Minden
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.16	LCF	West
    Burlington Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.17	LCF	Pulaski
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.18	LCF	Marshalltown
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.19	LCF	Bad
    Axe Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.20	LCF	Ottumwa
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.21	LCF	Tyler
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.22	LCF	Oskaloosa
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.23	LCF	Shelbyville
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.24	LCF	Alexandria
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.25	LCF	La
    Junta Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.26	LCF	St.
    John’s Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.27	LCF	Newton
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.28	LCF	Tell
    City Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.29	LCF	Newcastle
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.30	LCF	Wauseon
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.31	LCF	Pampa
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.32	LCF	Keokuk
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.33	LCF	Liberty
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.34	LCF	Perry
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	Barclays	Potomac
    Mills	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	5	WFB	Franklin
    Square III	NAP	344,378
    	4,537
    	272,222
    	Cash	NAP	0
    	28,357
    	680,555
    	Cash	NAP	0
    	0
    
	6	LCF	1140
    Avenue of the Americas	NAP	0
    	0
    	0
    	NAP	NAP	961,116
    	0
    	0
    	Cash	NAP	0
    	0
    
	7	Barclays	The
    Hamptons	NAP	0
    	10,988
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	8	Barclays	Park
    Pointe	NAP	0
    	1,854
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	9	Barclays	Hampton
    Inn Tropicana	NAP	0
    	35,193
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	10	WFB	Fremaux
    Town Center	NAP	0
    	4,970
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	11	Barclays	Midwest
    Industrial Portfolio	NAP	0
    	0
    	0
    	NAP	NAP	0
    	19,130
    	753,008
    	Cash	NAP	0
    	0
    
	11.01	Barclays	3701
    West 128th Place	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.02	Barclays	3801-3831
    Hawthorne Court	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.03	Barclays	6601-6669
    West Mill Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.04	Barclays	8301
    West Parkland Court	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.05	Barclays	1602
    Corporate Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.06	Barclays	8585
    South 77th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.07	Barclays	999
    Raymond Street	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.08	Barclays	4081
    Ryan Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.09	Barclays	461
    North Third Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.10	Barclays	12550
    Lombard Lane	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.11	Barclays	2000
    South 25th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 
	12	RMF	The
    Lodge & Waterfall Park Apartments Portfolio	NAP	0
    	13,208
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	12.01	RMF	The
    Lodge	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.02	RMF	Waterfall
    Park	 	 	 	 	 	 	 	 	 	 	 	 	 
	13	LCF	80
    Park Plaza	NAP	4,500,000
    	0
    	1,000,000
    	Cash	NAP	1,500,000
    	0
    	1,000,000
    	Cash	NAP	0
    	0
    
	14	LCF	Redwood
    MHC Portfolio	NAP	0
    	16,757
    	804,340
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	14.01	LCF	Camp
    Inn	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	LCF	Town
    & Country Estates	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.03	LCF	St.
    Clements Crossing	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.04	LCF	Algoma	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.05	LCF	Suburban
    Estates	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.06	LCF	Colonial
    Acres	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.07	LCF	Twenty
    Nine Pines	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.08	LCF	Evergreen
    Springs	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.09	LCF	Avalon	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.10	LCF	Lexington	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.11	LCF	Colonial
    Manor	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.12	LCF	Green
    Acres	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.13	LCF	Cedar
    Grove	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.14	LCF	Hunters
    Chase	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.15	LCF	Highland
    Bluff	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.16	LCF	Winter
    Paradise	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.17	LCF	Weststar	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.18	LCF	El
    Frontier	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	SPREF	Ventron
    Georgia Portfolio	NAP	400,000
    	10,888
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	15.01	SPREF	Hampton
    Downs Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	SPREF	Harvard
    Place Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	Barclays	Cranberry
    Crossroads	NAP	0
    	0
    	0
    	NAP	NAP	0
    	9,012
    	432,555
    	Cash	NAP	0
    	0
    
	17	SPREF	Uconn
    Apartment Portfolio	NAP	500,000
    	8,393
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	17.01	SPREF	Knollwood
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	SPREF	Clubhouse
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.03	SPREF	Maplewood
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.04	SPREF	Millbrook
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.05	SPREF	Oakwood
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	SPREF	The
    Grove at Plymouth- Mass	NAP	0
    	2,842
    	68,209
    	Cash	NAP	0
    	16,667
    	600,000
    	Cash	NAP	0
    	0
    
	19	WFB	Parkway
    Plaza-NC	NAP	0
    	2,727
    	0
    	Cash	NAP	0
    	6,818
    	375,000
    	Cash	NAP	0
    	0
    
	20	WFB	Victor
    Valley Town Center I	NAP	0
    	2,252
    	135,139
    	Cash	NAP	250,000
    	11,262
    	450,000
    	Cash	NAP	0
    	0
    
	21	Barclays	One
    Conway Park	NAP	0
    	1,750
    	0
    	Cash	NAP	500,000
    	0
    	500,000
    	Cash	NAP	0
    	0
    
	22	WFB	DAP
    Portfolio	NAP	0
    	1,300
    	60,000
    	Cash	NAP	0
    	6,733
    	300,000
    	Cash	NAP	0
    	0
    
	22.01	WFB	RiverTown
    Market	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	WFB	Big
    Rapids Marketplace	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.03	WFB	Starbucks/Olga’s	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.04	WFB	Red
    Rose Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	Barclays	Studio
    Village	NAP	0
    	3,521
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	24	Barclays	Eliken
    Industrial Portfolio	NAP	0
    	10,250
    	0
    	Cash	NAP	250,000
    	20,501
    	1,250,000
    	Cash	NAP	0
    	0
    
	24.01	Barclays	802
    Frith Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.02	Barclays	140
    Hollie Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.03	Barclays	750
    Fieldcrest Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.04	Barclays	50
    Iron Gate Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	25	SPREF	DoubleTree
    by Hilton Tempe	NAP	0
    	1/12
    of 5.00% of annual operating income	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	26	LCF	Holiday
    Inn Express- Hauppauge	NAP	0
    	1/12
    of 1.5% of gross room revenues 	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	59,478
    	0
    
	27	SPREF	MacGregor
    Place	NAP	0
    	1,465
    	0
    	Cash	NAP	0
    	7,000
    	252,000
    	Cash	NAP	0
    	0
    
	28	CIIICM	CubeSmart
    Self Storage of Lakeway	NAP	944
    	944
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	29	Barclays	Hundt
    Apartment Portfolio	NAP	0
    	4,700
    	169,200
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	29.01	Barclays	Apple
    Blossom Carriage Homes	 	 	 	 	 	 	 	 	 	 	 	 	 
	29.02	Barclays	Nordic
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 
	29.03	Barclays	Marshview
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	29.04	Barclays	Salem
    View Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	30	SPREF	Towne
    Place Suites-Goldsboro	NAP	0
    	Borrower
    shall make deposits of $7,720.40 on the payment dates occurring in January 2017 through December 2017 and thereafter, 1/12
    of the greater of (i) 4% of gross revenue for the preceding 12 months, and (ii) the monthly amount required by the Franchise
    Agreement  	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	31	Barclays	Castle
    Park Center	NAP	0
    	1,066
    	38,418
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	32	CIIICM	Fairfield
    Inn - Wyomissing	NAP	4,369
    	4,369
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	33	LCF	Houston
    Multifamily Portfolio	NAP	0
    	1,563
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	33.01	LCF	1919
    Portsmouth Street	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.02	LCF	1903
    Portsmouth	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.03	LCF	420
    West Alabama Street	 	 	 	 	 	 	 	 	 	 	 	 	 
	34	RMF	Holiday
    Inn Express Cheektowaga North East	NAP	0
    	8,043
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	35	RMF	Braes
    Hollow Apartments	NAP	0
    	5,292
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	36	LCF	Glendora-Whiteville
    Portfolio	NAP	0
    	349
    	0
    	Cash	NAP	0
    	7,301
    	0
    	Cash	NAP	0
    	0
    
	36.01	LCF	Walgreens
    Glendora	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	LCF	Rite
    Aid Whiteville	 	 	 	 	 	 	 	 	 	 	 	 	 
	37	SPREF	Holiday
    Inn Express & Suites Charlotte North	NAP	0
    	1/12
    of the greater of (i) either (a) 1st through 24th payment dates, 2.0% of gross revenue, (b) 25th through 48th payment dates,
    3.0% of gross revenue, (c) 49th payment date and thereafter, 4.0% of gross revenue, or (ii) the amount required for FF&E
    Expenses per the Franchise Agreement	600,000
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	38	SPREF	Hampton
    Inn Banning Beaumont	NAP	0
    	1/12
    of the greater of (i) 4.0% of gross revenue, or (ii) the amount required for FF&E Expenses per the Franchise Agreement	700,000
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	39	LCF	Holiday
    Inn Express & Suites Centerville	NAP	0
    	1/12
    of 1.5% of gross room revenues 	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	40	Barclays	Hollywood
    Pointe - Yucca	NAP	0
    	1,133
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	41	WFB	Key
    Heights MHC	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	42	Barclays	Rose
    Terrace - Whittier	NAP	0
    	1,238
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	43	CIIICM	The
    Elms MHC	NAP	867
    	867
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	44	RMF	Palo
    Verde Square	NAP	0
    	609
    	0
    	Cash	NAP	150,000
    	1,904
    	0
    	Cash	NAP	0
    	0
    
	45	Barclays	Suntree	NAP	0
    	1,042
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	46	WFB	Legacy
    Lakes Plaza	NAP	0
    	305
    	10,968
    	Cash	NAP	117,378
    	3,260
    	117,378
    	Cash	NAP	0
    	0
    
	47	SPREF	Mulberry
    Place	NAP	0
    	367
    	0
    	Cash	NAP	75,000
    	2,444
    	0
    	Cash	NAP	0
    	0
    
	48	WFB	La
    Mirage Shopping Center	NAP	0
    	642
    	50,000
    	Cash	NAP	0
    	2,150
    	100,000
    	Cash	NAP	0
    	0
    
	49	WFB	Edgewood
    Village MHP	NAP	0
    	825
    	49,500
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	50	CIIICM	Stow-It
    Self Storage Woodland	NAP	350
    	350
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	51	RMF	2500
    Barnsdale Way	NAP	0
    	1,229
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	52	Barclays	Courtyard
    - Hawthorne	NAP	0
    	833
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	53	LCF	Walgreens
    Brattleboro	NAP	0
    	182
    	0
    	Cash	NAP	0
    	1,213
    	0
    	Cash	NAP	0
    	0
    
	54	Barclays	Crosswinds	NAP	0
    	1,424
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	55	Barclays	Mountain
    Gate	NAP	0
    	1,089
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	56	RMF	Big
    Spring Marketplace	NAP	0
    	338
    	0
    	Cash	NAP	100,000
    	2,256
    	150,000
    	Cash	NAP	0
    	0
    
	57	RMF	Highland
    Park	NAP	0
    	608
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	58	WFB	Sterling
    Climatized Storage	NAP	0
    	385
    	9,238
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	59	CIIICM	Crowley
    Mini Storage	NAP	641
    	641
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	60	CIIICM	Tice
    Mobile Home Court	NAP	442
    	442
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	61	CIIICM	Action’s
    Self Storage	NAP	403
    	403
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	62	CIIICM	Wagon
    Wheel MHC	NAP	525
    	525
    	0
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    
	63	RMF	Fox
    Chase Village MHC	NAP	0
    	650
    	39,000
    	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    


 






    	 



     


    

 


Wells
Fargo Commercial Mortgage Trust 2016-C37


MORTGAGE
LOAN SCHEDULE



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Debt
    Service Escrow - Cash or LoC	Debt
    Service Escrow - LoC Counterparty	Other
    Escrow I Reserve Description	Other
    Escrow I (Initial) ($)	Other
    Escrow I (Monthly) ($)	Other
    Escrow I Cap ($)	Other
    Escrow I Escrow - Cash or LoC	Other  Escrow
    I - LoC Counterparty	Other
    Escrow II Reserve Description	Other
    Escrow II (Initial) ($)	Other
    Escrow II (Monthly) ($)	Other
    Escrow II Cap ($)
	1	Barclays	Hilton
    Hawaiian Village	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	2	Barclays	Quantum
    Park	NAP	NAP	Condominium
    Common Charges Reserve	0
    	439,668
    	0
    	Cash	NAP	NAP	0
    	0
    	0
    
	3	LCF	Walmart
    Shadow Anchored Portfolio	NAP	NAP	Tell
    City Engineering Reserve	129,000
    	0
    	0
    	Cash	NAP	Ground
    Lease Reserve	8,216
    	0
    	8,216
    
	3.01	LCF	Alice
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	LCF	Shawnee
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	LCF	Durant
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	LCF	Radcliff
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	LCF	Mustang
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	LCF	Pineville
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	LCF	Yukon 
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.08	LCF	Fort
    Dodge Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.09	LCF	Belton
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.10	LCF	Petal
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.11	LCF	Douglas
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.12	LCF	Boaz
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.13	LCF	Zachary
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.14	LCF	Plainview
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.15	LCF	Minden
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.16	LCF	West
    Burlington Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.17	LCF	Pulaski
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.18	LCF	Marshalltown
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.19	LCF	Bad
    Axe Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.20	LCF	Ottumwa
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.21	LCF	Tyler
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.22	LCF	Oskaloosa
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.23	LCF	Shelbyville
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.24	LCF	Alexandria
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.25	LCF	La
    Junta Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.26	LCF	St.
    John’s Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.27	LCF	Newton
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.28	LCF	Tell
    City Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.29	LCF	Newcastle
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.30	LCF	Wauseon
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.31	LCF	Pampa
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.32	LCF	Keokuk
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.33	LCF	Liberty
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.34	LCF	Perry
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	4	Barclays	Potomac
    Mills	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	5	WFB	Franklin
    Square III	NAP	NAP	Kohl’s
    TILC Reserve	525,000
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    	0
    
	6	LCF	1140
    Avenue of the Americas	NAP	NAP	Ground
    Rent Reserve	116,016
    	29,004
    	0
    	Cash	NAP	Free
    Rent Reserve	712,266
    	0
    	0
    
	7	Barclays	The
    Hamptons	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	8	Barclays	Park
    Pointe	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	9	Barclays	Hampton
    Inn Tropicana	NAP	NAP	PIP
    Reserve	7,935,000
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    	0
    
	10	WFB	Fremaux
    Town Center	NAP	NAP	Rent
    Concession / Tenant Specific TILC Reserve 	Rent
    Concession -$44,448; Tenant Specific TILC Reserve - $475,335	0
    	0
    	Cash	NAP	NAP	0
    	0
    	0
    
	11	Barclays	Midwest
    Industrial Portfolio	NAP	NAP	Broadview
    Property Repairs	250,000
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    	0
    
	11.01	Barclays	3701
    West 128th Place	 	 	 	 	 	 	 	 	 	 	 	 
	11.02	Barclays	3801-3831
    Hawthorne Court	 	 	 	 	 	 	 	 	 	 	 	 
	11.03	Barclays	6601-6669
    West Mill Road	 	 	 	 	 	 	 	 	 	 	 	 
	11.04	Barclays	8301
    West Parkland Court	 	 	 	 	 	 	 	 	 	 	 	 
	11.05	Barclays	1602
    Corporate Drive	 	 	 	 	 	 	 	 	 	 	 	 
	11.06	Barclays	8585
    South 77th Avenue	 	 	 	 	 	 	 	 	 	 	 	 
	11.07	Barclays	999
    Raymond Street	 	 	 	 	 	 	 	 	 	 	 	 
	11.08	Barclays	4081
    Ryan Road	 	 	 	 	 	 	 	 	 	 	 	 
	11.09	Barclays	461
    North Third Avenue	 	 	 	 	 	 	 	 	 	 	 	 
	11.10	Barclays	12550
    Lombard Lane	 	 	 	 	 	 	 	 	 	 	 	 
	11.11	Barclays	2000
    South 25th Avenue	 	 	 	 	 	 	 	 	 	 	 	 
	12	RMF	The
    Lodge & Waterfall Park Apartments Portfolio	NAP	NAP	Planned
    Renovation Funds	3,170,000
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    	0
    
	12.01	RMF	The
    Lodge	 	 	 	 	 	 	 	 	 	 	 	 
	12.02	RMF	Waterfall
    Park	 	 	 	 	 	 	 	 	 	 	 	 
	13	LCF	80
    Park Plaza	NAP	NAP	Unfunded
    TI/LC Funds	1,422,745
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    	0
    
	14	LCF	Redwood
    MHC Portfolio	NAP	NAP	Michigan
    Cap Ex Reserve	900,000
    	0
    	0
    	Cash	NAP	Manufactured
    Homes Reserve	1,000,000
    	0
    	0
    
	14.01	LCF	Camp
    Inn	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	LCF	Town
    & Country Estates	 	 	 	 	 	 	 	 	 	 	 	 
	14.03	LCF	St.
    Clements Crossing	 	 	 	 	 	 	 	 	 	 	 	 
	14.04	LCF	Algoma	 	 	 	 	 	 	 	 	 	 	 	 
	14.05	LCF	Suburban
    Estates	 	 	 	 	 	 	 	 	 	 	 	 
	14.06	LCF	Colonial
    Acres	 	 	 	 	 	 	 	 	 	 	 	 
	14.07	LCF	Twenty
    Nine Pines	 	 	 	 	 	 	 	 	 	 	 	 
	14.08	LCF	Evergreen
    Springs	 	 	 	 	 	 	 	 	 	 	 	 
	14.09	LCF	Avalon	 	 	 	 	 	 	 	 	 	 	 	 
	14.10	LCF	Lexington	 	 	 	 	 	 	 	 	 	 	 	 
	14.11	LCF	Colonial
    Manor	 	 	 	 	 	 	 	 	 	 	 	 
	14.12	LCF	Green
    Acres	 	 	 	 	 	 	 	 	 	 	 	 
	14.13	LCF	Cedar
    Grove	 	 	 	 	 	 	 	 	 	 	 	 
	14.14	LCF	Hunters
    Chase	 	 	 	 	 	 	 	 	 	 	 	 
	14.15	LCF	Highland
    Bluff	 	 	 	 	 	 	 	 	 	 	 	 
	14.16	LCF	Winter
    Paradise	 	 	 	 	 	 	 	 	 	 	 	 
	14.17	LCF	Weststar	 	 	 	 	 	 	 	 	 	 	 	 
	14.18	LCF	El
    Frontier	 	 	 	 	 	 	 	 	 	 	 	 
	15	SPREF	Ventron
    Georgia Portfolio	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	15.01	SPREF	Hampton
    Downs Apartments	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	SPREF	Harvard
    Place Apartments	 	 	 	 	 	 	 	 	 	 	 	 
	16	Barclays	Cranberry
    Crossroads	NAP	NAP	Rent
    Abatement Reserve	119,585
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    	0
    
	17	SPREF	Uconn
    Apartment Portfolio	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	17.01	SPREF	Knollwood
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	SPREF	Clubhouse
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 
	17.03	SPREF	Maplewood
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 
	17.04	SPREF	Millbrook
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 
	17.05	SPREF	Oakwood
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 
	18	SPREF	The
    Grove at Plymouth- Mass	NAP	NAP	Planet
    Fitness Free Rent Reserve	112,067
    	0
    	0
    	Cash	NAP	Texas
    Roadhouse TI Reserve	120,000
    	0
    	0
    
	19	WFB	Parkway
    Plaza-NC	NAP	NAP	At
    Home Renewal Reserve	0
    	10,227
    	0
    	Cash	NAP	NAP	0
    	0
    	0
    
	20	WFB	Victor
    Valley Town Center I	NAP	NAP	Rent
    Concession Reserve	24,750
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    	0
    
	21	Barclays	One
    Conway Park	NAP	NAP	Rent
    Abatement Reserve	339,440
    	0
    	0
    	Cash	NAP	Tenant
    Specific Rollover Reserve	1,162,956
    	0
    	0
    
	22	WFB	DAP
    Portfolio	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	22.01	WFB	RiverTown
    Market	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	WFB	Big
    Rapids Marketplace	 	 	 	 	 	 	 	 	 	 	 	 
	22.03	WFB	Starbucks/Olga’s	 	 	 	 	 	 	 	 	 	 	 	 
	22.04	WFB	Red
    Rose Plaza	 	 	 	 	 	 	 	 	 	 	 	 
	23	Barclays	Studio
    Village	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	24	Barclays	Eliken
    Industrial Portfolio	NAP	NAP	Roof
    Repair Reserve 	0
    	18,490
    	443,760
    	Cash	NAP	NAP	0
    	0
    	0
    
	24.01	Barclays	802
    Frith Drive	 	 	 	 	 	 	 	 	 	 	 	 
	24.02	Barclays	140
    Hollie Drive	 	 	 	 	 	 	 	 	 	 	 	 
	24.03	Barclays	750
    Fieldcrest Road	 	 	 	 	 	 	 	 	 	 	 	 
	24.04	Barclays	50
    Iron Gate Road	 	 	 	 	 	 	 	 	 	 	 	 
	25	SPREF	DoubleTree
    by Hilton Tempe	NAP	NAP	Carry
    Cost Reserve	225,210
    	0
    	225,210
    	Cash	NAP	Seasonal
    Working Capital Reserve	0
    	150,000
    	0
    
	26	LCF	Holiday
    Inn Express- Hauppauge	Cash	NAP	PIP
    Reserve	188,095
    	1/12
    of 2.5% of gross room revenue	0
    	Cash	NAP	Seasonality
    Reserve	220,000
    	0
    	220,000
    
	27	SPREF	MacGregor
    Place	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	28	CIIICM	CubeSmart
    Self Storage of Lakeway	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	29	Barclays	Hundt
    Apartment Portfolio	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	29.01	Barclays	Apple
    Blossom Carriage Homes	 	 	 	 	 	 	 	 	 	 	 	 
	29.02	Barclays	Nordic
    Village	 	 	 	 	 	 	 	 	 	 	 	 
	29.03	Barclays	Marshview
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 
	29.04	Barclays	Salem
    View Apartments	 	 	 	 	 	 	 	 	 	 	 	 
	30	SPREF	Towne
    Place Suites-Goldsboro	NAP	NAP	PIP
    Reserve	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	31	Barclays	Castle
    Park Center	NAP	NAP	Anchor
    Tenant Reserve	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	32	CIIICM	Fairfield
    Inn - Wyomissing	NAP	NAP	Seasonality
    Reserve	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	33	LCF	Houston
    Multifamily Portfolio	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	33.01	LCF	1919
    Portsmouth Street	 	 	 	 	 	 	 	 	 	 	 	 
	33.02	LCF	1903
    Portsmouth	 	 	 	 	 	 	 	 	 	 	 	 
	33.03	LCF	420
    West Alabama Street	 	 	 	 	 	 	 	 	 	 	 	 
	34	RMF	Holiday
    Inn Express Cheektowaga North East	NAP	NAP	Seasonality
    Fund	108,000
    	On
    each payment date during the months of May, June, July, August, September and October, borrower shall deposit with lender
    the monthly seasonality deposit amount of $18,000 when the account balance is less than a cap of $108,000.	108,000
    	Cash	NAP	NAP	0
    	0
    	0
    
	35	RMF	Braes
    Hollow Apartments	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	36	LCF	Glendora-Whiteville
    Portfolio	NAP	NAP	Environmental
    Holdback	20,000
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    	0
    
	36.01	LCF	Walgreens
    Glendora	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	LCF	Rite
    Aid Whiteville	 	 	 	 	 	 	 	 	 	 	 	 
	37	SPREF	Holiday
    Inn Express & Suites Charlotte North	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	38	SPREF	Hampton
    Inn Banning Beaumont	NAP	NAP	PIP
    Reserve	150,000
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	39	LCF	Holiday
    Inn Express & Suites Centerville	NAP	NAP	PIP
    Reserve	300,000
    	1/12
    of 4% of gross room revenue	0
    	Cash	NAP	Seasonality
    Reserve	69,922
    	0
    	69,922
    
	40	Barclays	Hollywood
    Pointe - Yucca	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	41	WFB	Key
    Heights MHC	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	42	Barclays	Rose
    Terrace - Whittier	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	43	CIIICM	The
    Elms MHC	NAP	NAP	New
    Owned Home Reserve	159,029
    	0
    	0
    	Cash	NAP	Capital
    Improvement Reserve	98,000
    	0
    	0
    
	44	RMF	Palo
    Verde Square	NAP	NAP	Performance
    Funds	525,000
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    	0
    
	45	Barclays	Suntree	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	46	WFB	Legacy
    Lakes Plaza	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	47	SPREF	Mulberry
    Place	NAP	NAP	Free
    Rent Reserve	33,216
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    	0
    
	48	WFB	La
    Mirage Shopping Center	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	49	WFB	Edgewood
    Village MHP	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	50	CIIICM	Stow-It
    Self Storage Woodland	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	51	RMF	2500
    Barnsdale Way	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	52	Barclays	Courtyard
    - Hawthorne	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	53	LCF	Walgreens
    Brattleboro	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	54	Barclays	Crosswinds	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	55	Barclays	Mountain
    Gate	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	56	RMF	Big
    Spring Marketplace	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	57	RMF	Highland
    Park	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	58	WFB	Sterling
    Climatized Storage	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	59	CIIICM	Crowley
    Mini Storage	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	60	CIIICM	Tice
    Mobile Home Court	NAP	NAP	Home
    Purchase Reserve	100,000
    	0
    	0
    	Cash	NAP	RV
    Seasonality Reserve	25,000
    	0
    	0
    
	61	CIIICM	Action’s
    Self Storage	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	62	CIIICM	Wagon
    Wheel MHC	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    
	63	RMF	Fox
    Chase Village MHC	NAP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    	0
    


 






    	 



     


    

 


Wells
Fargo Commercial Mortgage Trust 2016-C37


MORTGAGE
LOAN SCHEDULE



	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Other
    Escrow II Escrow - Cash or LoC	Other  Escrow
    II - LoC Counterparty	Holdback	Secured
    by LOC (Y/N)	LOC
    Amount	Type
    of Lockbox	Borrower
    Name	Sponsor
    Name	Master
    Servicing

    Fee Rate
	1	Barclays	Hilton
    Hawaiian Village	NAP	NAP	NAP	N	 	Hard/Upfront
    Cash Management	Hilton
    Hawaiian Village LLC	Park
    Intermediate Holdings LLC	0.0025%
	2	Barclays	Quantum
    Park	NAP	NAP	NAP	N	 	Hard/Upfront
    Cash Management	Solace
    Ashburn DFG LLC	AGC
    Equity Partners Holding Ltd.	0.0050%
	3	LCF	Walmart
    Shadow Anchored Portfolio	Cash	NAP	NAP	N	 	Hard/Upfront
    Cash Management	SFP
    Pool One Shopping Centers L.P.; SFP Pool Two Shopping Centers L.P.; SFP Pool Three Shopping Centers L.P.; SFP Pool Four Shopping
    Centers L.P.; SFP Pool Five Shopping Centers L.P.	David
    W. Schostak	0.0025%
	3.01	LCF	Alice
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.02	LCF	Shawnee
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.03	LCF	Durant
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.04	LCF	Radcliff
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.05	LCF	Mustang
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.06	LCF	Pineville
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.07	LCF	Yukon 
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.08	LCF	Fort
    Dodge Shopping Center	 	 	 	 	 	 	 	 	 
	3.09	LCF	Belton
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.10	LCF	Petal
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.11	LCF	Douglas
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.12	LCF	Boaz
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.13	LCF	Zachary
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.14	LCF	Plainview
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.15	LCF	Minden
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.16	LCF	West
    Burlington Shopping Center	 	 	 	 	 	 	 	 	 
	3.17	LCF	Pulaski
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.18	LCF	Marshalltown
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.19	LCF	Bad
    Axe Shopping Center	 	 	 	 	 	 	 	 	 
	3.20	LCF	Ottumwa
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.21	LCF	Tyler
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.22	LCF	Oskaloosa
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.23	LCF	Shelbyville
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.24	LCF	Alexandria
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.25	LCF	La
    Junta Shopping Center	 	 	 	 	 	 	 	 	 
	3.26	LCF	St.
    John’s Shopping Center	 	 	 	 	 	 	 	 	 
	3.27	LCF	Newton
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.28	LCF	Tell
    City Shopping Center	 	 	 	 	 	 	 	 	 
	3.29	LCF	Newcastle
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.30	LCF	Wauseon
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.31	LCF	Pampa
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.32	LCF	Keokuk
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.33	LCF	Liberty
    Shopping Center	 	 	 	 	 	 	 	 	 
	3.34	LCF	Perry
    Shopping Center	 	 	 	 	 	 	 	 	 
	4	Barclays	Potomac
    Mills	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	Mall
    at Potomac Mills, LLC	Simon
    Property Group, L.P.	0.0025%
	5	WFB	Franklin
    Square III	NAP	NAP	NAP	N	 	Soft/Springing
    Cash Management	Andrew
    Square85 LLC	Amy
    Stevens; David Weinstein	0.0050%
	6	LCF	1140
    Avenue of the Americas	Cash	NAP	NAP	N	 	Hard/Upfront
    Cash Management	ARC
    NYC1140SIXTH, LLC	American
    Realty Capital New York City REIT, Inc.	0.0050%
	7	Barclays	The
    Hamptons	NAP	NAP	NAP	N	 	Springing
    	Hampton
    Apts., Inc.	J.K.
    Properties, Inc.	0.0050%
	8	Barclays	Park
    Pointe	NAP	NAP	NAP	N	 	Springing
    	211
    S. La Fayette Park Place, Inc.	J.K.
    Properties, Inc.	0.0050%
	9	Barclays	Hampton
    Inn Tropicana	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	LV
    Trop Partners LLC	Newcastle
    Properties, LLC; Driftwood Hospitality Management	0.0250%
	10	WFB	Fremaux
    Town Center	NAP	NAP	NAP	N	 	Soft/Springing
    Cash Management	Fremaux
    Town Center SPE, LLC	CBL
    & Associates Limited Partnership; Martin A. Mayer; Lewis W. Stirling, III; Grady K. Brame; George T. Underhill, IV; Jeffrey
    L. Marshall; Paul M. Mastio; Donna F. Taylor	0.0050%
	11	Barclays	Midwest
    Industrial Portfolio	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	GFG
    CI-1 LLC	GFH
    Capital, Limited; Brennan Investment Group	0.0050%
	11.01	Barclays	3701
    West 128th Place	 	 	 	 	 	 	 	 	 
	11.02	Barclays	3801-3831
    Hawthorne Court	 	 	 	 	 	 	 	 	 
	11.03	Barclays	6601-6669
    West Mill Road	 	 	 	 	 	 	 	 	 
	11.04	Barclays	8301
    West Parkland Court	 	 	 	 	 	 	 	 	 
	11.05	Barclays	1602
    Corporate Drive	 	 	 	 	 	 	 	 	 
	11.06	Barclays	8585
    South 77th Avenue	 	 	 	 	 	 	 	 	 
	11.07	Barclays	999
    Raymond Street	 	 	 	 	 	 	 	 	 
	11.08	Barclays	4081
    Ryan Road	 	 	 	 	 	 	 	 	 
	11.09	Barclays	461
    North Third Avenue	 	 	 	 	 	 	 	 	 
	11.10	Barclays	12550
    Lombard Lane	 	 	 	 	 	 	 	 	 
	11.11	Barclays	2000
    South 25th Avenue	 	 	 	 	 	 	 	 	 
	12	RMF	The
    Lodge & Waterfall Park Apartments Portfolio	NAP	NAP	NAP	N	 	Springing	JAW
    The Lodge Holding LLC; JAW Waterfall Park Holding LLC	Emery
    Jakab	0.0050%
	12.01	RMF	The
    Lodge	 	 	 	 	 	 	 	 	 
	12.02	RMF	Waterfall
    Park	 	 	 	 	 	 	 	 	 
	13	LCF	80
    Park Plaza	NAP	NAP	NAP	N	 	Hard/Upfront
    Cash Management	80
    Park Plaza SPE LLC; Quentin 80 Park Plaza LLC; Jo-Ash 80 Park Plaza LLC	Elchonon
    Schwartz; Simon Glick	0.0025%
	14	LCF	Redwood
    MHC Portfolio	Cash	NAP	NAP	N	 	Springing	El
    Frontier Associates, LLC; Town & Country Associates, LLC; Weststar Associates, LLC; Cedar Grove Associates, LLC; Evergreen
    Associates, LLC; Green Acres Associates, LLC; Highland Associates, LLC; Avalon Associates, LLC; Camp Inn Associates, LLC;
    Winter Paradise Associates, LLC; Lexington MHC, LLC; St. Clement’s Crossing Associates, LLC; Suburban Associates, LLC; Algoma
    Associates, LLC; Colonial Acres Associates, LLC; Colonial Manor Associates, LLC; Twenty-Nine Pines Associates, LLC; Hunter’s
    Chase MHC, LLC	Ross
    H. Partrich	0.0050%
	14.01	LCF	Camp
    Inn	 	 	 	 	 	 	 	 	 
	14.02	LCF	Town
    & Country Estates	 	 	 	 	 	 	 	 	 
	14.03	LCF	St.
    Clements Crossing	 	 	 	 	 	 	 	 	 
	14.04	LCF	Algoma	 	 	 	 	 	 	 	 	 
	14.05	LCF	Suburban
    Estates	 	 	 	 	 	 	 	 	 
	14.06	LCF	Colonial
    Acres	 	 	 	 	 	 	 	 	 
	14.07	LCF	Twenty
    Nine Pines	 	 	 	 	 	 	 	 	 
	14.08	LCF	Evergreen
    Springs	 	 	 	 	 	 	 	 	 
	14.09	LCF	Avalon	 	 	 	 	 	 	 	 	 
	14.10	LCF	Lexington	 	 	 	 	 	 	 	 	 
	14.11	LCF	Colonial
    Manor	 	 	 	 	 	 	 	 	 
	14.12	LCF	Green
    Acres	 	 	 	 	 	 	 	 	 
	14.13	LCF	Cedar
    Grove	 	 	 	 	 	 	 	 	 
	14.14	LCF	Hunters
    Chase	 	 	 	 	 	 	 	 	 
	14.15	LCF	Highland
    Bluff	 	 	 	 	 	 	 	 	 
	14.16	LCF	Winter
    Paradise	 	 	 	 	 	 	 	 	 
	14.17	LCF	Weststar	 	 	 	 	 	 	 	 	 
	14.18	LCF	El
    Frontier	 	 	 	 	 	 	 	 	 
	15	SPREF	Ventron
    Georgia Portfolio	NAP	NAP	NAP	N	 	Springing	Hampton
    Downs Atlanta Apartments LP; Harvard Place Atlanta Apartments LP	Daniel
    Assouline; Michael Dadoun; Ronald Eisenberg	0.0050%
	15.01	SPREF	Hampton
    Downs Apartments	 	 	 	 	 	 	 	 	 
	15.02	SPREF	Harvard
    Place Apartments	 	 	 	 	 	 	 	 	 
	16	Barclays	Cranberry
    Crossroads	NAP	NAP	NAP	N	 	Springing
    	Cranberry
    Crossroads LP	Elmhurst
    Corporation	0.0100%
	17	SPREF	Uconn
    Apartment Portfolio	NAP	NAP	NAP	N	 	Springing	CT
    Liberty Group LLC	FBE
    Limited; Liberty One Group	0.0050%
	17.01	SPREF	Knollwood
    Apartments	 	 	 	 	 	 	 	 	 
	17.02	SPREF	Clubhouse
    Apartments	 	 	 	 	 	 	 	 	 
	17.03	SPREF	Maplewood
    Apartments	 	 	 	 	 	 	 	 	 
	17.04	SPREF	Millbrook
    Apartments	 	 	 	 	 	 	 	 	 
	17.05	SPREF	Oakwood
    Apartments	 	 	 	 	 	 	 	 	 
	18	SPREF	The
    Grove at Plymouth- Mass	Cash	NAP	1,100,000
    	N	 	Soft/Springing
    Cash Management	The
    Grove Shops LLC	Mayer
    Gross	0.0050%
	19	WFB	Parkway
    Plaza-NC	NAP	NAP	NAP	N	 	Springing	Durham
    (Parkway) UY, LLC	Stanley
    Werb; Jonathan Gaines	0.0050%
	20	WFB	Victor
    Valley Town Center I	NAP	NAP	NAP	N	 	Soft/Springing
    Cash Management	Victor
    Valley Town Center, LLC	Antoine
    Abi-Habib	0.0050%
	21	Barclays	One
    Conway Park	Cash	NAP	NAP	N	 	Hard/Springing
    Cash Management	PH
    Conway LLC	Pembroke
    Hobson LLC	0.0050%
	22	WFB	DAP
    Portfolio	NAP	NAP	NAP	N	 	Springing	DAP
    Big Rapids LLC; DAP Brighton LLC; DAP Gaylord LLC; DAP Grandville LLC	Ryan
    D. Dembs; Jeffrey Pitt	0.0050%
	22.01	WFB	RiverTown
    Market	 	 	 	 	 	 	 	 	 
	22.02	WFB	Big
    Rapids Marketplace	 	 	 	 	 	 	 	 	 
	22.03	WFB	Starbucks/Olga’s	 	 	 	 	 	 	 	 	 
	22.04	WFB	Red
    Rose Plaza	 	 	 	 	 	 	 	 	 
	23	Barclays	Studio
    Village	NAP	NAP	NAP	N	 	Springing
    	Magnolia
    Apts., Inc.	J.K.
    Properties, Inc.	0.0050%
	24	Barclays	Eliken
    Industrial Portfolio	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	1350
    State Road LLC; Hollie Drive Associates LLC; Irongate Road LLC; Fieldcrest Road Properties, LLC	Eliahaou
    S. Zami; Kenneth N. Cohen	0.0050%
	24.01	Barclays	802
    Frith Drive	 	 	 	 	 	 	 	 	 
	24.02	Barclays	140
    Hollie Drive	 	 	 	 	 	 	 	 	 
	24.03	Barclays	750
    Fieldcrest Road	 	 	 	 	 	 	 	 	 
	24.04	Barclays	50
    Iron Gate Road	 	 	 	 	 	 	 	 	 
	25	SPREF	DoubleTree
    by Hilton Tempe	Cash	NAP	NAP	N	 	Hard/Springing
    Cash Management	CGD
    Tempe, L.P.	Driftwood
    Hospitality Management, LLC	0.0050%
	26	LCF	Holiday
    Inn Express- Hauppauge	Cash	NAP	NAP	N	 	Hard/Springing
    Cash Management	Waramaug
    Hauppauge LLC	Leslie
    Ng; Paul Nussbaum	0.0050%
	27	SPREF	MacGregor
    Place	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	TDC
    Blue V, LLC	Anthony
    Dilweg	0.0050%
	28	CIIICM	CubeSmart
    Self Storage of Lakeway	NAP	NAP	NAP	N	 	Springing	PRH
    VIII, LLC	Marc
    S. Barmazel	0.0050%
	29	Barclays	Hundt
    Apartment Portfolio	NAP	NAP	NAP	N	 	Springing
    	Hundt
    SBW, LLC; Hundt Westby Property, LLC	Paul
    Hundt	0.0050%
	29.01	Barclays	Apple
    Blossom Carriage Homes	 	 	 	 	 	 	 	 	 
	29.02	Barclays	Nordic
    Village	 	 	 	 	 	 	 	 	 
	29.03	Barclays	Marshview
    Apartments	 	 	 	 	 	 	 	 	 
	29.04	Barclays	Salem
    View Apartments	 	 	 	 	 	 	 	 	 
	30	SPREF	Towne
    Place Suites-Goldsboro	NAP	NAP	NAP	N	 	Springing	Goldsboro
    Hotels, LLC	Bhupendra
    Patel; Pankaj Patel	0.0050%
	31	Barclays	Castle
    Park Center	NAP	NAP	NAP	N	 	Springing
    	Palomar
    Castle Park, LLC	David
    Shteremberg	0.0050%
	32	CIIICM	Fairfield
    Inn - Wyomissing	NAP	NAP	NAP	N	 	Springing	AVA
    Realty Wyomissing, LLC	Ajesh
    Patel	0.0050%
	33	LCF	Houston
    Multifamily Portfolio	NAP	NAP	NAP	N	 	Springing	Montrose
    Realty, LLC	Brandon
    Cooper	0.0050%
	33.01	LCF	1919
    Portsmouth Street	 	 	 	 	 	 	 	 	 
	33.02	LCF	1903
    Portsmouth	 	 	 	 	 	 	 	 	 
	33.03	LCF	420
    West Alabama Street	 	 	 	 	 	 	 	 	 
	34	RMF	Holiday
    Inn Express Cheektowaga North East	NAP	NAP	NAP	N	 	Springing	Kabir’s
    II, LLC	Jayesh
    Patel; Rajesh Patel; Anil Dholakiya	0.0050%
	35	RMF	Braes
    Hollow Apartments	NAP	NAP	NAP	N	 	Springing	Aldine
    North Oaks Investment Ltd.	Thu
    Xuan Hoang	0.0050%
	36	LCF	Glendora-Whiteville
    Portfolio	NAP	NAP	NAP	N	 	Hard/Upfront
    Cash Management	Witwatson
    NJ LLC; Witwatson NC LLC	Robert
    G. Wittig; Dee A. Watson, Jr.	0.0050%
	36.01	LCF	Walgreens
    Glendora	 	 	 	 	 	 	 	 	 
	36.02	LCF	Rite
    Aid Whiteville	 	 	 	 	 	 	 	 	 
	37	SPREF	Holiday
    Inn Express & Suites Charlotte North	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	Jay
    Jay Shree Radha, LLC	Nitesh
    Patel; Jayantibhai Patel; Vipul Patel; Amit Kamani; Sanjay Patel	0.0050%
	38	SPREF	Hampton
    Inn Banning Beaumont	NAP	NAP	NAP	N	 	Springing	Sagemont
    - Banning, LLC	Hiral
    Patel	0.0050%
	39	LCF	Holiday
    Inn Express & Suites Centerville	Cash	NAP	NAP	N	 	Springing	Lyndhurst
    Hospitality, LLC	Ajay
    Patel	0.0050%
	40	Barclays	Hollywood
    Pointe - Yucca	NAP	NAP	NAP	N	 	Springing
    	Hollywood
    Pointe, Inc.	H.K.
    Realty, Inc.	0.0050%
	41	WFB	Key
    Heights MHC	NAP	NAP	NAP	N	 	None	Lowell
    MHP, LLC	Sills
    Enterprises LLC	0.0050%
	42	Barclays	Rose
    Terrace - Whittier	NAP	NAP	NAP	N	 	Springing
    	6111-21
    Norwalk Blvd., Inc.	H.K.
    Realty, Inc.	0.0050%
	43	CIIICM	The
    Elms MHC	Cash	NAP	NAP	N	 	Springing	The
    Elms MHC, LLC	James
    W. Soboleski; Benjamin L. Kadish	0.0050%
	44	RMF	Palo
    Verde Square	NAP	NAP	NAP	N	 	Springing	ECG
    New Palo Verde LLC	Mark
    Hamermesh; Gary Grabel	0.0050%
	45	Barclays	Suntree	NAP	NAP	NAP	N	 	Springing
    	1551
    W. Rialto Avenue, Inc.	H.K.
    Realty, Inc.	0.0050%
	46	WFB	Legacy
    Lakes Plaza	NAP	NAP	NAP	N	 	None	LRSC
    Property, LTD.	Sam
    Caudle; Ruth Ann Polk Caudle	0.0050%
	47	SPREF	Mulberry
    Place	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	The
    Shops at Chateau Elan, Inc.	Jon
    Guven	0.0050%
	48	WFB	La
    Mirage Shopping Center	NAP	NAP	336,000
    	N	 	Springing	Commercial
    Property Associates LLC	Jeffrey
    L. Curtis; Anthony J. Curtis	0.0050%
	49	WFB	Edgewood
    Village MHP	NAP	NAP	NAP	N	 	None	Edgewood
    MHC, LLC	William
    T. Connell; Austin Baidas	0.0625%
	50	CIIICM	Stow-It
    Self Storage Woodland	NAP	NAP	NAP	N	 	Springing	TP
    Woodland Stow It, LLC	Matthew
    McConkie; James D. Dunn; James D. Dunn, Trustee of the James D. Dunn Trust; Jeffrey C. Danley; Jeffrey C. Danley, Trustee
    of the Jeffrey C. Danley Trust; Jeffrey D. Burningham; Jeffrey D. Burningham, Trustee of the Jeffrey D. Burningham Trust;
    Luxstone, LLC	0.0050%
	51	RMF	2500
    Barnsdale Way	NAP	NAP	NAP	N	 	Springing	MCM
    Ventures II, LLC	Michael
    C. Moss; MCM Family Trust	0.0050%
	52	Barclays	Courtyard
    - Hawthorne	NAP	NAP	NAP	N	 	Springing
    	4171
    W. El Segundo Blvd., Inc.	J.K.
    Properties, Inc.	0.0050%
	53	LCF	Walgreens
    Brattleboro	NAP	NAP	NAP	N	 	Hard/Upfront
    Cash Management	Witjer
    Properties LLC	Henry
    F. Jurgens, JR.; Robert G. Wittig	0.0050%
	54	Barclays	Crosswinds	NAP	NAP	NAP	N	 	Springing
    	4355
    S. Jones Blvd., Inc.	J.K.
    Properties, Inc.	0.0050%
	55	Barclays	Mountain
    Gate	NAP	NAP	NAP	N	 	Springing
    	4575
    Little Mountain Drive, Inc.	J.K.
    Properties, Inc.	0.0050%
	56	RMF	Big
    Spring Marketplace	NAP	NAP	NAP	N	 	Springing	111
    Marcy, LLC	Gregory
    M. Cervenka	0.0050%
	57	RMF	Highland
    Park	NAP	NAP	NAP	N	 	Springing	Highland
    MHP, L.P.	Randall
    P. Thomas	0.0050%
	58	WFB	Sterling
    Climatized Storage	NAP	NAP	NAP	N	 	None	Coast
    Pacific of Shreveport, LA, LLC	Alan
    Glover; Bonnie Glover; The Glover Trust	0.0050%
	59	CIIICM	Crowley
    Mini Storage	NAP	NAP	NAP	N	 	Springing	904
    Crowley Storage, LLC	William
    Bellomy	0.0050%
	60	CIIICM	Tice
    Mobile Home Court	Cash	NAP	NAP	N	 	Springing	Tice
    Mobile Home Court, LLC	David
    C. Hess; David C. Hess as Trustee of the David C. Hess Revocable Trust	0.0050%
	61	CIIICM	Action’s
    Self Storage	NAP	NAP	NAP	N	 	Springing	In
    Self Storage 10, LLC	Christopher
    Ryan Oliver; Charles Oliver	0.0050%
	62	CIIICM	Wagon
    Wheel MHC	NAP	NAP	NAP	N	 	Springing	Community
    of Wagon Wheel, LLC	James
    Lawhun	0.0050%
	63	RMF	Fox
    Chase Village MHC	NAP	NAP	NAP	N	 	Springing	FCV,
    LLC	John
    O. Haroldson	0.0050%


 






    	 



     


    

 


EXHIBIT C


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National Association 

as Certificate
Registrar


Wells Fargo Center


600 South 4th Street,
7th Floor


MAC N9300-070


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust Services –
Wells Fargo Commercial Mortgage Trust 2016-C37 

[OR OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra


 


		Re:	Transfer of Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates,
Series 2016-C37



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing
Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor
and as Asset Representations Reviewer, on behalf of the holders of Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage
Pass-Through Certificates, Series 2016-C37 in connection with the transfer by _________________ (the “Seller”)
to the undersigned (the “Purchaser”) of $_______________ aggregate [Certificate Balance][Notional Amount][__%
Percentage Interest] of Class ___ Certificates (the “Certificates”). Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 






    	Exhibit C-1 



     


    

 


In connection with such
transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.           Check
one of the following:*


 


		☐	The Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution
that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (“Regulation
D”) under the Securities Act of 1933, as amended (the “Securities Act”) or any entity in which all
of the equity owners are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation
D (each, an “Institutional Accredited Investor”) and has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of its investment in the Certificates, and the Purchaser and any accounts
for which it is acting are each able to bear the economic risk of the Purchaser’s or such account’s investment. The
Purchaser is acquiring the Certificates purchased by it for its own account or for one or more accounts, each of which is an Institutional
Accredited Investor, as to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to
reimburse the Trust for any costs incurred by it in connection with this transfer.



 


		☐	The Purchaser is a “qualified institutional buyer” (a “QIB”) within
the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer
is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be
provided pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.           The
Purchaser’s intention is to acquire the Certificates (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the
view to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate)
to Institutional Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate
Registrar of a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel
acceptable to the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities
Act, (y) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such
reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws and (z) a written undertaking
to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. The Purchaser understands that the
Certificates (and any subsequent Certificates) have not been registered under the Securities Act, by reason of a specified exemption
from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the
Purchaser’s investment intent (or intent to reoffer, resell, pledge or transfer the Certificates only to certain investors
in certain exempted transactions) as expressed herein.


 





 



*
       Purchaser must select one of the following two certifications.


 






    	Exhibit C-2 



     


    

 



3.           The
Purchaser has reviewed the Preliminary Prospectus and the Final Prospectus relating to the Offered Certificates (collectively,
the “Prospectus”) (and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum
and the Final Private Placement Memorandum related to such Offered Private Certificates) and the agreements and other materials
referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Prospectus.


 


4.           The
Purchaser acknowledges that the Certificates (and any Certificates issued on transfer or exchange thereof) have not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificates
cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 


5.           The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an
owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as
if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.           The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


7.           Check
one of the following:**


 


		☐	The Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal
Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof,
no taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on
the Certificates. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor
form, as applicable), which identifies such Purchaser as the beneficial owner of the Certificates and states that such Purchaser
is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two duly
executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificates
and state that interest and original issue discount on the Certificates and Permitted Investments is, or is expected to be, effectively
connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN,
IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor IRS
forms, or such other certifications as the Certificate Registrar may reasonably request, on or before the date that any such IRS
form or



 


 



**
       Each Purchaser must select one of the two alternative certifications.


 


***
     Does not apply to a transfer of Class R Certificates.



 






    	Exhibit C-3 



     


    

 


 certification expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most
recent IRS form of certification furnished by it to the Certificate Registrar.


 


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax
Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


8.           Please
make all payments due on the Certificates:****


 





	☐	(a)	by wire transfer to the following account at a
bank or entity in New York, New York, having appropriate facilities therefor:



 





	 	Bank:	 	 






	 	ABA #: 	 	 






	 	Account #:	 	 






	 	Attention:	 	 



 


	☐	(b)	by mailing a check or draft to the following address:









	 	 	 	 
	 	 	 	 
	 	 	 	 




 


9.           If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 


	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 


 


 



****  Only to be filled out by Purchasers of Definitive Certificates. Please select (a) or
(b). For holders of the Definitive Certificates, wire transfers are only available if such holder’s Definitive Certificates
have an aggregate Certificate Balance or Notional Amount, as applicable, of at least U.S. $5,000,000.


 




    	Exhibit C-4 



     


    

 





	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit C-5 



     


    

 


EXHIBIT D-1



FORM OF TRANSFEREE AFFIDAVIT

FOR TRANSFERS OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

 as Certificate Registrar


Wells Fargo Center

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479


Attention: Corporate Trust Services (CMBS) –


Wells Fargo Commercial Mortgage Trust 2016-C37

 [OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through
Certificates, Series 2016-C37 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”), dated as of December 1, 2016, by and among Wells Fargo Commercial Mortgage
Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Trimont
Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations Reviewer



 





	STATE OF	)
	 	) ss.:
	COUNTY OF	)


 


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.           I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.           The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i)  “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the
Internal Revenue Code of 1986 (the “Code”).


 


3.           The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring the
Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership 


 






    	Exhibit D-1-1 



     


    

 


thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, any State or political subdivision thereof, any possession of the United States or any
agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities
are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of
any of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (including
the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1)
of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521
of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an
“electing large partnership”, as defined in Section 775 of the Code and (vi) any other Person so designated
by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate
Administrator (at no expense to the Trustee or the Certificate Administrator)
that the holding of an Ownership Interest in a Class R Certificate by such Person may cause a Trust REMIC to fail to qualify
as a REMIC at any time that the Certificates are outstanding or any Person having an Ownership Interest in any Class of Certificates
(other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but
for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,”
“State” and “international organization” shall have the meanings set forth in Section 7701 of the
Code or successor provisions.


 


4.           The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified
Organization.


 


5.           The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number
is [__________].


 


6.           No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.           The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.           Check
the applicable paragraph:


 


☐           The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not
exceed the sum of:


 


(i)           the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)          the
present value of the expected future distributions on such Class R Certificate; and


 






    	Exhibit D-1-2 



     


    

 


(iii)         the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates
losses.


 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the
Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b)
of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for
the month of the transfer and the compounding period used by the Purchaser.


 


☐           The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and,
accordingly,


 


(i)           the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i),
as to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)          at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)         the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i),
(ii) and (iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)         the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions
(including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions,
tax rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐           None
of the above.


 


9.            The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.          The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows
generated by such Certificate.


 


11.          The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor
unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit
and agreement in


 






    	Exhibit D-1-3 



     


    

 


substantially
the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any such transfer if
it knows or believes that any representation contained in such affidavit and agreement is false.


 


12.          The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is
not a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to
remain a Permitted Transferee.


 


13.          The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted
Transferee.


 


14.          The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.          The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” of
each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________,
20__.


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	Exhibit D-1-4 



     


    

 





On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.


 





	 	 	 
	 	NOTARY PUBLIC in and for the
	 	State of _______________
	 	 
	[SEAL]	 
	 	 
	My Commission expires:	 
	 	 	 



  




    	Exhibit D-1-5 



     


    

 


EXHIBIT D-2



FORM OF TRANSFEROR LETTER FOR TRANSFERS

OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

 as Certificate Registrar


Wells Fargo Center

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –


Wells Fargo Commercial Mortgage Trust 2016-C37

 [OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates,
Series 2016-C37 (the “Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).
The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of
December 1, 2016 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Trimont Real
Estate Advisors, LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, as Certificate Registrar, that:


 


(1)          No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)          The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)          The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant 


 






    	Exhibit D-2-1 



     


    

 


evidence to indicate that the
Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of
the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be liable
for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.





	 	 	 
	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	Exhibit D-2-2 



     


    

 


EXHIBIT E



FORM OF REQUEST FOR RELEASE


 


(for Custodian)


 





	Loan Information
	 	Name of Mortgagor:	
 
	 	 	 
	 	[Master Servicer]	 
	 	[Special Servicer]

Loan No.:	
 
	Custodian
	 	Name:	Wells Fargo Bank, National Association

1055 10th Ave SE
	 	Address:	Minneapolis, Minnesota 55414
 Attention:  Document Custody Group

                                                                                Wells Fargo Commercial Mortgage Trust 2016-C37

	 	Custodian/Trustee

Mortgage File No.:	 
	 	 	 
	Depositor
	 	Name:	Wells Fargo Commercial Mortgage Securities, Inc
	 	Address:	
        c/o Wells Fargo
Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra

	 	 	 
	 	Certificates:	Wells Fargo Commercial Mortgage Trust 2016-C37,

Commercial Mortgage Pass-Through Certificates,

Series 2016-C37


 


The undersigned [Master
Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”)
on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”), for the Holders of Wells Fargo
Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37, the documents referred to below
(the “Documents”). All capitalized terms not otherwise defined in this Request for Release shall have the meanings
given them in the Pooling and Servicing Agreement dated as of December 1, 2016, by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Trimont Real


 






    	Exhibit E-1 



     


    

 


Estate
Advisors, LLC, as Operating Advisor and as Asset Representations Reviewer (the “Pooling and Servicing Agreement”).


 






( )                             ___________________________


 


( )                             ___________________________


 


( )                             ___________________________


 


( )                             ___________________________



 


The undersigned [Master
Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)          The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)          The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)          The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)          The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.





	 	 	 
	 	[____________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date: _________


 




    	Exhibit E-2 



     


    

 


EXHIBIT F-1



FORM OF ERISA REPRESENTATION LETTER

REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National Association,

 as Certificate Administrator


Wells Fargo Center

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –


Wells Fargo Commercial Mortgage Trust 2016-C37

 [OR OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra


 


		Re:	Transfer of Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates,
Series 2016-C37



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase US$[___] aggregate initial Certificate Balance in the Wells Fargo Commercial
Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37, Class [G][H][J] Certificates issued pursuant
to that certain Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you as follows:


 


1.           The
Purchaser is not and will not be (a) an employee benefit plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA), a church
plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code, or
any other plan subject to any federal, state or local law (“Similar


 






    	Exhibit F-1-1 



     


    

 


Law”) which is, to a material extent, similar
to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of or
using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the
entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)
of ERISA), other than an insurance company using the assets of its “insurance company general account” (as such term
is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances whereby
the purchase and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions of
ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances
that would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.           The Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above,
such Purchaser is required to provide to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance
satisfactory to the Trustee and Certificate Administrator and the Depositor to the effect that the acquisition and holding of such
Certificate by such purchaser or transferee will not constitute or result in a “prohibited transaction” within the
meaning of ERISA, Section 4975 of the Code or any Similar Law, and will not subject the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Initial Purchasers, the Underwriters, the Asset Representations Reviewer, the Operating
Advisor or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of
the Code or any such Similar Law) in addition to those set forth in the Pooling and Servicing Agreement, which Opinion of Counsel
shall not be at the expense of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers, the Underwriters or the Trust.


 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.





	 	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date: _________


 




    	Exhibit F-1-2 



     


    

 


EXHIBIT F-2



FORM OF ERISA REPRESENTATION LETTER

REGARDING CLASS R CERTIFICATES AND CLASS V CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

 as Certificate Administrator


Wells Fargo Center

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –


Wells Fargo Commercial Mortgage Trust 2016-C37

 [OR OTHER CERTIFICATE REGISTRAR]


 


[Transferor]

[______]

[______]

Attention: [______]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates,
Series 2016-C37



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [__]% Percentage Interest in the Wells Fargo Commercial Mortgage Trust 2016-C37,
Commercial Mortgage Pass-Through Certificates, Series 2016-C37, [Class V][Class R] Certificates (the “[Class V][Class
R] Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor
and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed
to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you that, with respect to the [Class V][Class R] Certificate, the Purchaser
is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue
Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or
other plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions
of ERISA or the Code (“Similar Law”) (each, a “Plan”), or (b) a person acting on behalf of
any such Plan (including


 






    	Exhibit F-2-1 



     


    

 


any
entity whose underlying assets include Plan assets by reason of investment in the entity by such a Plan or Plans and the application
of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) or using the assets of a
Plan to purchase such [Class V][Class R] Certificate.


 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of ____________, 20__.





	 	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date: _______


 




    	Exhibit F-2-2 



     


    

 


EXHIBIT G



FORM OF DISTRIBUTION DATE STATEMENT


 



    	Exhibit G-1 



     


    

 






 






	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17


	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION DATE STATEMENT	 	 	 
	 	 	 	 	Table of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification Tables	7-9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15-16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation Detail	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21-22	 	 	 
	 	 	 	 	Defeased Loan Detail	23	 	 	 
	 	 	 	 	Supplemental Reporting	24	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Operating Advisor/	 	 	 
	 	 	 	Depositor	 	 	 	Master
    Servicer	 	 	 	Special
    Servicer	 	 	 	Asset Representations Reviewer	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Wells Fargo Commercial Mortgage	 	 	 	Wells Fargo Bank, National Association	 	 	 	LNR Partners, Inc.
	 	 	 	Trimont Real Estate
               Advisors, LLC



	 	 	 
	 	 	 	Securities, Inc.	 	 	 	Three Wells Fargo, MAC D1050-084	 	 	 	1601 Washington Avenue 



	 	 	 	3500 Lenox Road



	 	 	 
	 	 	 	 	 	 	 	401 S. Tryon Street, 8th Floor	 	 	 	Suite 700 



	 	 	 	Suite G1



	 	 	 
	 	 	 	375 Park Avenue	 	 	 	Charlotte, NC 28202	 	 	 	Miami Beach, FL 33139



	 	 	 	Atlanta, GA 30326



	 	 	 
	 	 	 	2nd Floor, J0127-23	 	 	 		 	 	 	 	 	 	 	 	 	 	 
	 	 	 	New York, NY 10152	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Contact:	 	 	 	Contact:	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Anthony.Sfarra@wellsfargo.com	 	 	 	Phone Number:	 	 	 	Contact: www.lnrpartners.com



	 	 	 	Contact:  Trustadvisor@trimontrea.com	 	 	 
	 	 	 	Phone Number:   (212) 214-5613	 	 	 	REAM_InvestorRelations@wellsfargo.com	 	 	 	Phone Number:  (305) 695-5600	 	 	 	Phone Number:	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties.  Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information.

         

        Please
        visit www.ctslink.com for additional information and special notices. In addition, certificateholders may register
        online for email notification when special notices are posted. For information or assistance please call 866-846-4526.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


   









    	Page 1 of 24 



    	 



    

 







	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class
    (2)	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/

    Additional Trust

    Fund Expenses	 	Total

    Distribution	 	Ending

    Balance	 	Current

     Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-5	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	J	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	V	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Notional

    Amount	 	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	 	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-EF	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-H	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-J	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).


 


 


 


	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	Page 2 of 24 



    	 



    




	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17



	 	 	 	 	 	 	 	 	 	 
	Certificate Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

Balance
	Principal

Distribution
	Interest

Distribution
	Prepayment

Premium
	Realized
Loss/

Additional Trust

Fund Expenses
	Ending

Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-5	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	J	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	V	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-EF	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-G	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-H	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-J	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    	Page 3 of 24 



    	 



    

 








 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation Detail	 	 
	 	 	Principal Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled

    Principal	 	Principal

    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
    Certificate Interest Reconciliation
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual
 Days	 	Accrued

    Certificate

    Interest	 	Net Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC CAP

    Shortfall	 	Additional

    Trust Fund

    Expenses	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

 Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-5	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-EF	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-H	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-J	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
    0.00  	 	 
	 	 	G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	H	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	J	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    	Page 4 of 24 



    	 



    







	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	    0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 	Controlling Class Information	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	Controlling
    Class:	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App. Red.	 	 	 
	 	 	Effective
    as of: mm/dd/yyyy	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Directing Certificateholder:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Effective
    as of: mm/dd/yyyy 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
        (1) The Available Distribution
        Amount includes any Prepayment Premiums.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	Page 5 of 24 



    	 



    






 



	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash
    Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Interest paid or
    advanced	0.00	 	 	Master Servicing
    Fee - Wells Fargo Bank, N.A. 	0.00	 	 
	 	Interest reductions
    due to Non-Recoverability Determinations	0.00	 	 	Trustee Fee - Wilmington
    Trust National Association	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administration
    Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC® Intellectual
    Property Royalty License Fee	0.00	 	 
	 	ARD Interest	0.00	 	 	Operating Advisor
    Fee - Trimont Real Estate Advisors, LLC	0.00	 	 
	 	Net Prepayment Interest
    Shortfall	0.00	 	 	Asset Representations
    Reviewer Fee - Trimont Real Estate	0.00	 	 
	 	Net Prepayment Interest
    Excess	0.00	 	 	Advisors,
    LLC	 	 	 
	 	Extension Interest	0.00	 	 	Total Fees	 	0.00	 
	 	Interest Reserve
    Withdrawal	0.00	 	 	Additional Trust
    Fund Expenses:	 	 	 
	 	Total Interest
    Collected	 	0.00	 	Reimbursement for
    Interest on Advances	0.00	 	 
	 	 	 	 	 	ASER Amount	0.00	 	 
	 	Principal:	 	 	 	Special Servicing
    Fee	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Rating Agency Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Attorney Fees &
    Expenses	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Collection of Principal
    after Maturity Date	0.00	 	 	Taxes Imposed on
    Trust Fund	0.00	 	 
	 	Recoveries from
    Liquidation and Insurance Proceeds	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Excess of Prior
    Principal Amounts paid	0.00	 	 	Workout-Delayed Reimbursements
    Amounts	0.00	 	 
	 	Curtailments	0.00	 	 	Other Expenses	0.00	 	 
	 	Negative Amortization	0.00	 	 	Total Additional
    Trust Fund Expenses	 	0.00	 
	 	Principal Adjustments	0.00	 	 	 Interest
    Reserve Deposit	 	 	 
	 	Total Principal
    Collected	 	0.00	 	 Payments
    to Certificateholders & Others:	 		 
	 	 	 	 	 	Interest Distribution	0.00 	 	 
	 	Other:	 	 	 	Principal Distribution	0.00	 	 
	 	Prepayment Penalties/Yield
    Maintenance	0.00	 	 	Prepayment Penalties/Yield
    Maintenance	0.00	 	 
	 	Repayment Fees	0.00	 	 	Borrower Option Extension
    Fees	0.00	 	 
	 	Borrower Option Extension
    Fees	0.00	 	 	Equity Payments Paid	0.00	 	 
	 	Excess Liquidation Proceeds	0.00	 	 	Net Swap Counterparty
    Payments Paid	0.00	 	 
	 	Net Swap Counterparty
    Payments Received	0.00	 	 	Total Payments
    to Certificateholders & Others		0.00	 
	 	Total Other Collected	 	0.00	 	Total
    Funds Distributed	 	0.00	 
	 	Total Funds Collected	 	0.00	 		 	0.00	 
	 	 	 	 	 	 	 	 	 






 



    	Page 6 of 24 



    	 



    







	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	State   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled

    Balance	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	State	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	Page 7 of 24 



    	 



    
 



	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt Service Coverage Ratio	 	Property Type   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page
    of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	Page 8 of 24 



    	 



    





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated Remaining Term
    (ARD and Balloon Loans)	 	Remaining Stated Term (Fully
    Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining Amortization
    Term (ARD and Balloon Loans)	 	Age of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	


(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this calculation.


	 
	 	 	 
	 	(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the maturity date.	 
	 	 	 
	 	(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off Date balance of each property as disclosed in the offering document.	 
	 	 	 	 	 


 


    	Page 9 of 24 



    	 



    

 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon
    	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	OF	-	Office	1	-	Modification	6	-	DPO	10	-	Deed in Lieu Of	1	-	Maturity Date Extension	6	-	Capitalization of Interest	 
	 	RT 	-	Retail	MU	-	Mixed Use	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	2	-	Amortization Change	7	-	Capitalization of Taxes	 
	 	HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off	8	-	Principal Write-Off	 
	 	IN  	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Blank	9	-	Combination	 
	 	WH	-	Warehouse	OT	-	Other	5	-	Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	5	-	Temporary Rate Reduction	 	 	 	 
	 	MH 	-	Mobile Home Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	Page 10 of 24 



    	 



    

 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17


	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 11 of 24 



    	 



    


 







 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17



	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan Number	Loan Group	Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    Premium	Yield
    Maintenance Premium	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    	Page 12 of 24 



    	 



    


 



	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	WAM	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	Coupon	Remit	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 13 of 24 



    	 



    


 



	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Mortgage

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	- Current	4	-	Assumed Scheduled Payment	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 	 
	 	 	 	 	But Still in Grace Period	1	- One Month Delinquent	 	 	(Performing Matured Balloon)	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	 	 
	 	 	 	 	Or Not Yet Due	2	- Two Months Delinquent	5	-	Non Performing Matured Balloon	3 	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 	 
	 	 	B	-	Late Payment But Less	3	- Three or More Months Delinquent	 	 	 	4 	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 	 
	 	 	 	 	Than 1 Month Delinquent	 	 	 	 	 	5 	-	Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	** Outstanding
    P & I Advances include the current period advance.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 14 of 24 



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	NOI

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	6	-	DPO	10	-	Deed In Lieu Of	MF	-	 Multi-Family	OF	-	Office	 
	 	2	-  Foreclosure	7	-	REO	 	 	Foreclosure	RT	-	 Retail	MU	-	Mixed use	 
	 	3	-  Bankruptcy	8	-	Resolved	11	-	Full Payoff	HC	-	 Health Care	LO	-	Lodging	 
	 	4	-  Extension	9	-	Pending Return	12	-	Reps and Warranties	IN	-	 Industrial	SS	-	Self Storage	 
	 	5	-  Note Sale	 	 	to Master Servicer	13	-	Other or TBD	WH	-	 Warehouse	OT	-	Other	 
	 	 	 	 	 	 	 	 	 	MH	-	 Mobile Home Park	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 15 of 24 



    	 



    


 







 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17


	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

     Cross-Reference 	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

     Phase 1 Date	Appraisal
Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code
	 	 	 	 	 	 	 	 	 	 	 
	 	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 
	 	2	-	Foreclosure	7	-	REO	 	 	Foreclosure	 
	 	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 
	 	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 
	 	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	 
	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 16 of 24 



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17


	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    	Page 17 of 24 



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17



	 	 	 	 	 	 	 	 	 	 
	 	Modified Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


    	Page 18 of 24 



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Liquidated
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 19 of 24 



    	 



    



 






	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Bond/Collateral
    Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    	Page 20 of 24 



    	 



    


 



	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	 	Work
    Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 21 of 24 



    	 



    


 



	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17


	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	Other
    (Shortfalls)/

    Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total Interest
    Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



    	Page 22 of 24 



    	 



    

 






	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Defeased
    Loan Detail
	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering
    Document

    Cross-Reference	Ending
    Scheduled

    Balance	Maturity
    Date	Note
    Rate	Defeasance
    Status	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 









 



    	Page 23 of 24 



    	 



    
 

	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C37


Commercial Mortgage Pass-Through Certificates

Series 2016-C37	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/18/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/11/17



	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    	Page 24 of 24 



    	 



    


 



  


EXHIBIT H



FORM OF OMNIBUS ASSIGNMENT


 


[NAME OF CURRENT ASSIGNOR]
having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable consideration, the
receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and conveys, without recourse,
representation or warranty, express or implied, unto “Wilmington Trust, National Association, as Trustee for the registered
holders of Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37”
(the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee WFCM 2016-C37, its successors and assigns, all right, title and interest of the Assignor in and to:


 


That certain mortgage
and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument
(the “Security Instrument”), and that certain Promissory Note (the “Mortgage Note”), for
each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment
of leases and rents given in connection therewith and all of the Assignor’s right, title and interest in any claims, collateral,
insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and
any other collateral arising out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the
Mortgage Note, together with any other documents or instruments executed and/or delivered in connection with or otherwise related
to the Security Instrument and the Mortgage Note.


 


IN WITNESS WHEREOF, the
Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].





	 	 	 
	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    	Exhibit H-1 



     


    

 


EXHIBIT I



FORM OF TRANSFER CERTIFICATE FOR RULE 144A

BOOK-ENTRY CERTIFICATE TO TEMPORARY REGULATION S

BOOK-ENTRY CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchanges or transfers pursuant to Section 5.03(c)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

 as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2016-C37


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through
Certificates, Series 2016-C37, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear]
[Clearstream]* (Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 


 



*
       Select appropriate depository.


 






    	Exhibit I-1 



     


    

 


[(2)      at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)     the transaction was executed in, on or through the facilities of a designated offshore securities market and neither
the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United
States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention
of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated: _______


 


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 





 



**
      Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 




    	Exhibit I-2 



     


    

 


EXHIBIT J



FORM OF TRANSFER CERTIFICATE FOR RULE 144A BOOK-ENTRY 

CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER 

RESTRICTED
PERIOD


 


(Exchange or transfers pursuant to Section 5.03(d)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

 as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)


Wells Fargo Commercial Mortgage Trust 2016-C37


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through
Certificates, Series 2016-C37, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of
such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    	Exhibit J-1 



     


    

 


[(2)      at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)      the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention
of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated: ________



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 





 



*
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 




    	Exhibit J-2 



     


    

 


EXHIBIT K



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-

ENTRY CERTIFICATE TO RULE 144A BOOK-ENTRY CERTIFICATE DURING


RESTRICTED PERIOD


 


(Exchange or transfers pursuant to Section 5.03(e)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

 as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2016-C37


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through
Certificates, Series 2016-C37, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS
No. [______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository
in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of


 





 






*
       Select appropriate depository.


 






    	Exhibit K-1 



     


    

 


Rule 144A
and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated: _______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 




    	Exhibit K-2 



     


    

 


EXHIBIT L



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-

ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE
AFTER

 RESTRICTED PERIOD


 


(Exchanges pursuant to Section 5.03(f)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

 as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2016-C37


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through
Certificates, Series 2016-C37, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified
above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of
the Class specified above issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined
by Regulation S under the Securities Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 


 



*      Select,
as applicable.


 






    	Exhibit L-1 



     


    

 


commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 
	 	Dated:______________
	 	 	 
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.


  




    	Exhibit L-2 



     


    

 


EXHIBIT M



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO 

TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE


 


(Exchanges or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

 as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2016-C37


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through
Certificates, Series 2016-C37, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry
Certificates for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______]
and ISIN No. [______]) to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 


 



*
      Select appropriate depository.


 






    	Exhibit M-1 



     


    

 


[(2)      at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)      the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention
of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 


 



**
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 




    	Exhibit M-2 



     


    

 


EXHIBIT N



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO 

REGULATION S BOOK-ENTRY CERTIFICATE


 


(Exchange or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

 as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2016-C37


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through
Certificates, Series 2016-C37, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry
Certificates for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______],
and Common Code No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    	Exhibit N-1 



     


    

 


[(2)    
 at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person
acting on its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)      the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the
Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United
States,]*


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention
of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 





 



*
      Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.



 




    	Exhibit N-2 



     


    

 


EXHIBIT O



FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A BOOK-ENTRY CERTIFICATE


 


(Exchange or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

 as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2016-C37


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through
Certificates, Series 2016-C37, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest
for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 






    	Exhibit O-1 



     


    

 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 




    	Exhibit O-2 



     


    

 


EXHIBIT P-1A



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY (FOR 

PERSONS OTHER THAN THE DIRECTING CERTIFICATEHOLDER AND/OR A 

CONTROLLING
CLASS CERTIFICATEHOLDER)


 


[Date]


 


Wells Fargo Bank, National
Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2016-C37

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through
Certificates, Series 2016-C37, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by
and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 


2.          The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.          The
undersigned is not a Borrower Party.


 


5.          The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or


 






    	Exhibit P-1A-1 



     


    

 


agencies
to which the undersigned is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the
“Representatives”) in any manner whatsoever, in whole or in part; provided, however, that the
obligations of the undersigned to keep any such Information confidential shall expire one year following the date that the undersigned
receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner
or prospective purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose the Information
in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities
Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously
registered pursuant to Section 5 of the Securities Act.


 


6.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	By:	 
	 	Title:
	 	Company:
	 	Phone:


 




    	Exhibit P-1A-2 



     


    

 


EXHIBIT P-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY (FOR THE 

DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS 

CERTIFICATEHOLDER)


 


[Date]


 


	Wells Fargo Bank, National Association 

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 Tryon Street, 8th Floor

Charlotte, North Carolina  28202

Attention:  WFCM 2016-C37 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust

Series 2016-C37

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
        Trimont Real Estate Advisors, LLC

One Alliance Center

3500 Lenox Road, Suite G1

Atlanta, Georgia 30326

        Attention: Operating Advisor

        Facsimile No.: (404) 420-5610

        Email: operatingadvisor@trimontrea.com

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479-0113

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-C37
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware  19890

Attention:  WFCM 2016-C37	
        LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon (WFCM 2016-C37)

Facsimile No.: (305) 695-5601

        Email: tnealon@lnrproperty.com



 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates,
Series 2016-C37, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by
and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is [the Directing Certificateholder][the Holder of a majority of the Controlling Class][a Controlling Class Certificateholder].


 






    	Exhibit P-1B-1 



     


    

 


2.          The
undersigned has received a copy of the Prospectus.


 


3.          The
undersigned is not a Borrower Party.


 


4.          The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5
of the Securities Act.


 


5.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.          At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.          [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling


 






    	Exhibit P-1B-2 



     


    

 


and
Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered
mail, postage prepaid].


 


9.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	By:	 
	 	Title:
	 	Company:
	 	Phone:


  




    	Exhibit P-1B-3 



     


    

 


EXHIBIT P-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (FOR PERSONS 

OTHER THAN THE DIRECTING CERTIFICATEHOLDER AND/OR A 

CONTROLLING
CLASS CERTIFICATEHOLDER)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road


Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2016-C37

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage 2016-C37 Asset Manager


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates,
Series 2016-C37, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by
and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 


2.          The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.          The
undersigned is a Borrower Party.


 






    	Exhibit P-1C-1 



     


    

 


5.          The
undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statement will not, without the prior written consent of the Depositor,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that
the obligations of the undersigned to keep any such Distribution Date Statement confidential shall expire one year following the
date that the undersigned receives such Distribution Date Statement (with respect to a prospective purchaser only) or is no longer
a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statement in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	By:	 
	 	Title:
	 	Company:
	 	Phone:


  




    	Exhibit P-1C-2 



     


    

 


EXHIBIT P-1D



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (FOR THE 

DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS 

CERTIFICATEHOLDER)


 


[Date]


 


	Wells Fargo Bank, National Association 

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 Tryon Street, 8th Floor

Charlotte, North Carolina  28202

Attention:  WFCM 2016-C37 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust

Series 2016-C37

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
        Trimont Real Estate Advisors, LLC

One Alliance Center

3500 Lenox Road, Suite G1

Atlanta, Georgia 30326

        Attention: Operating Advisor

        Facsimile No.: (404) 420-5610

        Email: operatingadvisor@trimontrea.com

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479-0113

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-C37
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware  19890

Attention:  WFCM 2016-C37	
        LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon (WFCM 2016-C37)

Facsimile No.: (305) 695-5601

        Email: tnealon@lnrproperty.com



 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates,
Series 2016-C37, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by
and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.    The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 






    	Exhibit P-1D-1 



     


    

 


2.          The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


3.          The
undersigned has received a copy of the Prospectus.


 


4.          Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities
Act.


 


5.          The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information,


 






    	Exhibit P-1D-2 



     


    

 


the
undersigned shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information
to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel
of the undersigned or any of its Affiliates involved in the management of any investment in the related Borrower Party or the
related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest
in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures
in place in order to comply with the obligations described in clause (i) above.


 


8.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.          The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above
[(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


10.        Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	By:	 
	 	Title:
	 	Company:
	 	Phone:


 




    	Exhibit P-1D-3 



     


    

 


EXHIBIT P-1E



FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	Wells Fargo Bank, National Association 

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 Tryon Street, 8th Floor

Charlotte, North Carolina  28202

Attention:  WFCM 2016-C37 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust

Series 2016-C37

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
        Trimont Real Estate Advisors, LLC

One Alliance Center

3500 Lenox Road, Suite G1

Atlanta, Georgia 30326

        Attention: Operating Advisor

        Facsimile No.: (404) 420-5610

        Email: operatingadvisor@trimontrea.com

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479-0113

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-C37
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware  19890

Attention:  WFCM 2016-C37	
        LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon (WFCM 2016-C37)

Facsimile No.: (305) 695-5601

        Email: tnealon@lnrproperty.com



 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates,
Series 2016-C37, Class Certificates



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C37,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-C37, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b)
OF THE POOLING AND SERVICING AGREEMENT.


 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.          The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 






    	Exhibit P-1E-1 



     


    

 


2.          The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For
the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.]


 


3.          As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to
the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


4.          Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in


 






    	Exhibit P-1E-2 



     


    

 


part;
provided, however, that the obligations of the undersigned to keep any such Information confidential shall expire
one year following the date that the undersigned receives such Information (with respect to a prospective purchaser only) or is
no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly
or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any
investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal
controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)
above.


 


8.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.          The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or
(b) mailed by registered mail, postage prepaid.


 


10.        The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting


 






    	Exhibit P-1E-3 



     


    

 


termination
of access to any Excluded Information. The undersigned acknowledges that it is not permitted to access and shall not access any
Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s
Website unless and until it has (i) delivered notice of the termination of the related Excluded Controlling Class Holder
status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of the Pooling and Servicing
Agreement.


 


11.        The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: _______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 




    	Exhibit P-1E-4 



     


    

 


EXHIBIT P-1F



FORM OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED CONTROLLING CLASS 

HOLDER] TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


Via: Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-C37

cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association,

8480 Stagecoach Circle

Frederick, Maryland 21701-4747

Attention: Wells Fargo Commercial Mortgage Trust Series 2016-C37


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates,
Series 2016-C37



 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.          The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.          The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    	Exhibit P-1F-1 



     


    

 


3.          The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the Wells Fargo Commercial Mortgage Trust 2016-C37 securitization should be revoked as to such users:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


4.          The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is
no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has
delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor
certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 






    	Exhibit P-1F-2 



     


    

 


	 	[Directing Certificateholder][Holder of the
majority of the Controlling Class][Controlling
Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


	WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator	 
	 	 
	 	 
	Name:	 
	Title:	 


 




    	Exhibit P-1F-3 



     


    

 


EXHIBIT P-1G



FORM OF CERTIFICATION OF THE DIRECTING

CERTIFICATEHOLDER


 


[Date]


 


	Wells Fargo Bank, National Association 

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 Tryon Street, 8th Floor

Charlotte, North Carolina  28202

Attention:  WFCM 2016-C37 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust

Series 2016-C37

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
        Trimont Real Estate Advisors, LLC

One Alliance Center

3500 Lenox Road, Suite G1

Atlanta, Georgia 30326

        Attention: Operating Advisor

        Facsimile No.: (404) 420-5610

        Email: operatingadvisor@trimontrea.com

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479-0113

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-C37
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware  19890

Attention:  WFCM 2016-C37	
        LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon (WFCM 2016-C37)

Facsimile No.: (305) 695-5601

        Email: tnealon@lnrproperty.com



 


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates,
Series 2016-C37, Class [__] Certificates



 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.          The
undersigned is not a Borrower Party.


 


3.          If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 






    	Exhibit P-1G-1 



     


    

 


4.          [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 


	 	[Directing Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 




    	Exhibit P-1G-2 



     


    

 


EXHIBIT P-1H



[RESERVED]


 




    	Exhibit P-1H-1 



     


    

 


EXHIBIT P-2



FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services WFCM 2016-C37


 


		Attention:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial
Mortgage Pass-Through Certificates, Series 2016-C37__________



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2016
(the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Trimont Real Estate Advisors,
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates; or


 


2.          The
undersigned is a nationally recognized statistical rating organization and either (x) has provided the Depositor with the
appropriate certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the
Closing Date, is requesting access pursuant to the Agreement to certain information (the “Information”) on such
17g-5 website pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to the undersigned
with respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall also be applicable
to information obtained from the 17g-5 Information Provider’s Website (including without limitation, to any information received
by the Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned did not have access
to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by the provisions of
the confidentiality agreement attached hereto as Annex A which shall be applicable to it with respect to any information
obtained from the 17g-5 Information Provider’s Website, including any information that is obtained from the section of the
17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing Date.


 


The undersigned shall be deemed to have
recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website and
the 17g-5 Information Provider’s Website.


 


Capitalized terms used but not defined
herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 






    	Exhibit P-2-1 



     


    

 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 


	 	By:	 
	 	Title:
	 	Company:
	 	Phone:


 






    	Exhibit P-2-2 



     


    

 


ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with Wells Fargo Securities, LLC (together with its affiliates, the “Furnishing
Entities” and each a “Furnishing Entity”) furnishing certain financial, operational, structural and
other information relating to the issuance of the Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through
Certificates, Series 2016-C37 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as
of December 1, 2016 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as Master Servicer, LNR Partners,
LLC, as Special Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations Reviewer, Wells
Fargo Bank, National Association, as Certificate Administrator and as Custodian, and Wilmington Trust, National Association, as
Trustee and the assets underlying or referenced by the Certificates, including the identity of, and financial information with
respect to borrowers, sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”)
to you (the “NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider
under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s Website that hosts
the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided
by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


Definition of Confidential Information.
For purposes of this Confidentiality Agreement, the term “Confidential Information” shall include the following
information (irrespective of its source or form of communication, including information obtained by you through access to this
site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring of a rating
with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents
and other information (such information, the “Evaluation Material”) and (y)  any of the terms, conditions
or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof;
provided, however, that the term Confidential Information shall not include information which:


 


was or becomes generally
available to the public (including through filing with the Securities and Exchange Commission or disclosure in an offering document)
other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below) in violation
of this Confidentiality Agreement;


 


was or is lawfully
obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by you
to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation to
maintain the information as confidential; or


 


is independently developed
by the NRSRO without reference to any Confidential Information.


 


Information to Be Held in Confidence.


 


You will use the Confidential
Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any
information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes
(the “Intended Purpose”).


 


You acknowledge that
you are aware that the United States and state securities laws impose restrictions on trading in securities when in possession
of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative
who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You will treat the
Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of the applicable
Furnishing Entity, you will not disclose to any person any Confidential


 






    	Exhibit P-2-3 



     


    

 


Information,
whether such Confidential Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding
the foregoing, you may:


 


disclose
the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents
and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such
Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that
such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


solely to
the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information
to the NRSRO’s password protected website; and


 


use information
derived from the Confidential Information in connection with an Intended Purpose, if such derived information does not reveal any
Confidential Information.


 


Disclosures Required by Law. If
you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory
demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing
or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon
as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to
the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose
the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless otherwise
required by a court or other governmental or regulatory authority to do so, and provided that you been informed by written notice
that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential treatment with
respect to the requested Confidential Information, you agree not to disclose the Confidential Information while the Furnishing
Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment is pending. You
agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance
that confidential treatment will be accorded to the portion of the Confidential Information that is being disclosed, at the sole
expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be required to take a position
that such information should be entitled to receive such a protective order or reasonable assurance as to confidential treatment.
If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply with its terms with respect
to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity. If a protective order or other
remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions of this Confidentiality Agreement
in writing, you agree to furnish only such information as you are legally required to disclose, at the sole expense of the relevant
Furnishing Entity.


 


Obligation to Return Evaluation Material.
Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents, including copies thereof,
that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding
the foregoing, (a) the NRSRO may retain one or more copies of any document or other material containing Evaluation Material
to the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s internal policies and procedures
designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation Material that
may be found in backup tapes or other archive or electronic media or other documents prepared by the NRSRO and any Evaluation Material
obtained in an oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain subject to
this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.


 


Violations of this Confidentiality Agreement.


 


The NRSRO will be responsible
for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 






    	Exhibit P-2-4 



     


    

 


You agree promptly
to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of
the Confidential Information which may come to your attention and to take all steps reasonably requested by such Furnishing Entity
to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You acknowledge and
agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any
of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief
to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition
to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that
no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any
right, power or privilege.


 


Term. Notwithstanding the termination
or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating on a Security,
your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing Law. This Confidentiality
Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships of the parties and/or
the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be performed within such State.


 


Amendments. This Confidentiality
Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire Agreement. This Confidentiality
Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment of Confidential Information
heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings and agreements between
us relating to such matters; provided, however, that, if the terms of this Confidentiality Agreement conflict with
another agreement relating to the Confidential Information that specifically states that the terms of such agreement shall supersede,
modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality Agreement conflict
with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms hereof by entry into
this website.


 


Contact Information. Notices for
each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor

New York, NY 10152

Attention: Matthew Orrino

E-mail: wfs.cmbs@wellsfargo.com


 




    	Exhibit P-2-5 



     


    

 


EXHIBIT P-3



ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services WFCM 2016-C37


 


Attention: Wells
Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37 __________


 


This Certification has been prepared
for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor.
If you represent a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526,
or at ctslink.customerservice@wellsfargo.com.


 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2016
(the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Trimont Real Estate Advisors,
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc.,
BlackRock Financial Management, Inc., Interactive Data Corp., CMBS.com, Inc., Markit Group Limited, Moody’s Analytics or
Thomson Reuters Corporation, a market data provider that has been given access to the Statements to Certificateholders, CREFC®
Reports and supplemental notices on www.ctslink.com (“CTSLink”) by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor.



 


		4.	The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by
itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.



 






    	Exhibit P-3-1 



     


    

 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 	By:	 
	 	Title:
	 	Company:
	 	Phone:


 




    	Exhibit P-3-2 



     


    

 


EXHIBIT Q



CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates,
Series 2016-C37



 


Ladies and Gentlemen:


 


In accordance with Section 2.02
of the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as
to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation
Event has occurred) the Custodian has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents
delivered to it pursuant to Section 2.01 of the Pooling and Servicing Agreement and has determined that (i) subject to
the final proviso of the definition of “Mortgage File”, all documents specified in clauses (i) through (v), (viii),
(ix), (xi), (xii) and (xiii) (or, with respect to clause (xii), a copy of such letter of credit and the required officer’s
certificate), if any, of the definition of “Mortgage File,” as applicable, are in its possession, (ii) the foregoing
documents delivered or caused to be delivered by the Mortgage Loan Seller have been reviewed by it or by a Custodian on its behalf
and appear regular on their face and appear to be executed and to relate to such Mortgage Loan and (iii) based on such examination
and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified
in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 


	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, 

as Custodian
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 






    	Exhibit Q-1 



     


    

 


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN SELLER’S
NOTICE ADDRESS]


 


Wells Fargo Commercial Mortgage Securities,
Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295


 


Moody’s Investors Service,
Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


DBRS, Inc

333 West Wacker Drive, Suite 1800


Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance


Facsimile No.: (312) 332 3492


Email: cmbs.surveillance@DBRS.com


 


LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon (WFCM 2016-C37)

Facsimile No.: (305) 695-5601


Email: tnealon@lnrproperty.com


 


with a copy to:


 


LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Steven A. Rivers (WFCM 2016-C37)

Facsimile No.: (305) 695-5601


Email: srivers@starwood.com


 






    	Exhibit Q-2 



     


    

 


with a copy to:


 


LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Job Warshaw (WFCM 2016-C37)

Facsimile No.: (305) 695-5601


Email: jwarshaw@lnrproperty.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C37 Asset Manager


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services WFCM 2016-C37


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2016-C37


 


Prime Finance CMBS B-Piece Holdco
VI, L.P.

1330 Avenue of the Americas, Suite 2700


New York, New York 10019


Attention: Luke Dann


Facsimile number: (212) 320-0288


Email: ldann@primefinance.com


with a copy to:


 


Prime Finance Administration


1330 Avenue of the Americas, Suite
2700


New York, New York 10019


Attention: John W. Brayshaw


Facsimile number: (212) 504-7927


Email: jbrayshaw@primefinance.com


 




    	Exhibit Q-3 



     


    

 


EXHIBIT R-1



FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING REQUESTED BY:


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage Trust 2016-C37 Asset Manager

Telecopy Number: (704) 715-0036]


	 


SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE
PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing under the laws
of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee WFCM 2016-C37, as trustee (the “Trustee”), pursuant to that Pooling and Servicing Agreement dated as
of December 1, 2016 (the “Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor,
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “ Master Servicer”), LNR Partners,
LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), the Trustee, and Trimont Real Estate Advisors, LLC, as operating advisor and as asset representations
reviewer hereby constitutes and appoints the Master Servicer, by and through the Master Servicer’s officers and authorized
employees, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s
benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced by the Master Servicer and all
properties (“Mortgaged Properties”) administered by the Master Servicer pursuant to the Agreement, to execute
and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate
the enumerated transactions described in items 1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties;
provided, however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents
are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings
set forth in the Agreement.


 


1.             The
endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 






    	Exhibit R-1-1 



     


    

 


2.             The
modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title errors
discovered after such title insurance was issued; provided that said modification or re-recording, in either instance, (i) does
not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of
the Agreement.


 


3.             The
subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.             The
conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.


 


5.             The
completion of loan assumption agreements.


 


6.             The
full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.


 


7.             The
assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage Loan
secured and evidenced thereby.


 


8.             The
full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.             The
full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and in
the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or the
completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure, the
initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation or
rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:


 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and
the deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 






    	Exhibit R-1-2 



     


    

 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and



 


		i.	the preparation and execution of such other documents and performance of such other actions as
may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs
9.a. through 9.h. above.



 


10.           With
respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation, the
execution of the following documentation:


 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property
to a party contracted to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


11.           The
modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.


 


12.           The
execution and delivery of the following:


 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related
Mortgaged Property and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property,
consents to any mezzanine financing to be secured by the ownership interests in a borrower, 



 






    	Exhibit R-1-3 



     


    

 


consents to and monitoring of the application
of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property
or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged
Properties or REO Properties (including agreements and requests by any borrower with respect to modifications of the standards
of operation and management of such Mortgaged Properties or the replacement of asset managers), documents exercising any or all
of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease
subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants,
conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or
REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan
and any other consents.


 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth
below.


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent
that the Master Servicer has the power to delegate its rights or obligations under the Agreement, the Master Servicer also has
the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power
of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of
its attorneys-in-fact as are necessary for such purpose. The Master Servicer’s attorneys-in-fact shall have no greater authority
than that held by the Master Servicer.


 


Nothing contained herein
shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner
the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Master Servicer the
power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as
specifically provided for herein or in the Agreement. If the Master Servicer receives any notice of suit, litigation or proceeding
in the name of Wilmington Trust, National Association, then the Master Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of
attorney is not intended to extend or limit the powers granted to the Master Servicer under the Agreement or to allow the Master
Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 






    	Exhibit R-1-4 



     


    

 


The Master Servicer hereby
agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney
by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement
or the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of
Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles
of such state.


 


Third parties without
actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this
Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has
been made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington
Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2016-C37 has caused its corporate seal to be
hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory
this ___________ day of ____________.


 








	 	WILMINGTON TRUST, NATIONAL  ASSOCIATION, as Trustee for
Wells Fargo Commercial Mortgage Trust 2016-C37
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	Prepared by:
	 	 	 
	 		 
	 	 	Name:




 











Witness:





	 	 



 






    	Exhibit R-1-5 



     


    

 


Witness:





	 	 




 




    	Exhibit R-1-6 



     


    

 





	STATE OF DELAWARE	)	 
	 	) ss.:	 
	COUNTY OF	)	 


 


On ____________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official
seal.








	 	 	 
	 	 	Notary Public






 


                      [SEAL]



My commission expires:




	 	 	 



  




    	Exhibit R-1-7 



     


    

 


EXHIBIT R-2



FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:


 


LNR Partners, LLC


1601 Washington Avenue, Suite
700


Miami Beach, Florida 33139


Attention: Thomas F. Nealon, Esq., Steven A. Rivers, Esq. and
Job Warshaw


	 





SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington
Trust, National Association, a national banking association, incorporated and existing under the laws of the United States, having
its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, as Trustee (the “Trustee”)
pursuant to that Pooling and Servicing Agreement dated as of December 1, 2016 (the “Agreement”) by and among
Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR
Partners, LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as certificate
administrator, the Trustee and Trimont Real Estate Advisors, LLC, as operating advisor and as asset representations reviewer, relating
to the Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37, hereby constitutes
and appoints the Special Servicer, by and through the Special Servicer’s officers and authorized employees, the Trustee’s
true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection
with all mortgage loans (the “Mortgage Loans”) serviced by the Special Servicer and all properties (“REO Properties”)
administered by the Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all
documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1 through
13 below with respect to the Mortgage Loans and REO Properties; provided however, that the documents described below may only be
executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms
used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


		1.	The endorsement
on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and to draw upon,
replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.



 


		2.	The modification
or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose of correcting
such Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title errors discovered
after such title insurance was issued; provided that said modification or re-recording, in either instance,



 






    	Exhibit R-2-1 



     


    

 


(i) does not adversely affect the lien of the Mortgage or deed of trust
as insured and (ii) otherwise conforms to the provisions of the Agreement.


 


		3.	The subordination of the lien of a Mortgage or deed of trust to an
easement in favor of a public utility company or a government agency or unit with powers of eminent domain; this section shall
include, without limitation, the execution of partial satisfactions/releases, partial reconveyances or the execution or requests
to trustees to accomplish same.



  


		4.	The conveyance of any property to the mortgage insurer, or the closing
of title to any mortgaged property (a “Mortgaged Property”) to be acquired as REO Property, or conveyance of
title to any REO Property.



 


		5.	The completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The full satisfaction/release of a Mortgage or full conveyance upon payment and discharge of all sums secured thereby, including,
without limitation, cancellation of the related promissory note.



 


		7.	The assignment of any Mortgage and the related promissory note and other loan documents, in connection with the purchase or
repurchase of the Mortgage Loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage upon payment and discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the assignment of the related promissory note and other loan documents.



 


		9.	The full enforcement of and preservation of the Trustee’s interests
in any Mortgage or the related promissory note, and in the proceeds thereof, by way of, including but not limited to, taking title
to any Mortgaged Property on behalf of the Trust, foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of
judicial or non-judicial foreclosure and/or any related litigation, including without limitation, guaranty or receivership litigation,
or litigation on the note, or the termination, cancellation or rescission of any such foreclosure, the initiation, prosecution
and completion of eviction actions or proceedings with respect to, or the termination, cancellation or rescission of any such eviction
actions or proceedings, the initiation or defense of any litigation related to the ownership of any REO Property, and the pursuit
of title insurance, hazard insurance and claims in bankruptcy proceedings, including, without limitation, any and all of the following
acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and such deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 






    	Exhibit R-2-2 



     


    

 


		e.	the filing, prosecution and defense of claims, and the appearance on behalf of the Trustee, in bankruptcy cases affecting any
Mortgage or the related promissory note;



 


		f.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;



 


		g.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but
not limited to appearing on behalf of the Trustee in quiet title actions;



 


		h.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and



 


		i.	the preparation and execution of such other documents and the performance of such other actions as may be necessary under the
terms of the Mortgage or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:



 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


		11.	The modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement
of personal property.



 


		12.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its
capacity as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission
of fault or wrongdoing by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.



 


		13.	The execution and delivery of the following:



 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien
created by the Mortgage or other security document in the related Mortgage File or the related Mortgaged Property and other related
collateral;



 






    	Exhibit R-2-3 



     


    

 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full
defeasance, and all other comparable instruments;



  


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests
in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine
financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds
of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents
relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including
agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged
Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges
granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
and attornment agreements or other leasing or rental arrangements, management agreements, any easements, covenants, conditions,
restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties,
instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other
consents; and



  


		d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish the Special Servicer’s
duties and responsibilities under the Agreement.



 


The undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify
and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


 


Solely to the extent that the Special Servicer has the power
to delegate its rights or obligations under the Agreement, the Special Servicer also has the power to delegate the authority given
to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its
obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such
purpose. The Special Servicer’s attorneys-in-fact shall have no greater authority than that held by the Special Servicer.


 


Nothing contained herein shall: (i) limit in any manner any
indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the


 






    	Exhibit R-2-4 



     


    

 


Trustee
under the Agreement, or (iii) be construed to grant the Special Servicer the power to initiate or defend any suit, litigation or
proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein or in the Agreement.
If the Special Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association,
then the Special Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of attorney is not intended to extend or
limit the powers granted to the Special Servicer under the Agreement or to allow the Special Servicer to take any action with respect
to Mortgages, deeds of trust or the related promissory notes not authorized by the Agreement.


 


The Special Servicer hereby agrees to indemnify and hold the
Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the
Trustee by reason or result of or in connection with the negligent use, or negligent or willful misuse, of this Limited Power of
Attorney by the Special Servicer, or its attorneys-in-fact, of the powers granted to it hereunder. The foregoing indemnity shall
survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee
under the Agreement.


 


This Limited Power of Attorney is entered into and shall be
governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


 


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for Wells Fargo Commercial Mortgage Trust 2016-C37, has caused its corporate seal to be hereto affixed and these presents
to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


 


Wilmington Trust, National Association,


as Trustee for Wells Fargo Commercial Mortgage Trust 2016-C37


	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Prepared by:	 	 
	 	 	 
	 	 	Name:


 


Witness: 


	 	 


 






    	Exhibit R-2-5 



     


    

 


Witness:


	 	 





 




    	Exhibit R-2-6 



     


    

 





	STATE OF DELAWARE	)	 
	 	) ss.:	 
	COUNTY OF	)	 


 


On ____________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 





Witness my hand and official seal.



	 	 	 



          Notary
signature



 




    	Exhibit R-2-7 



     


    

 


EXHIBIT S



INITIAL SERVICED COMPANION NOTEHOLDERS


 


	Loan	Companion Holder
	Quantum Park Whole Loan	
        NOTE A-1

         

        Citigroup Global Mortgage Trust 2016-C3

         

        NOTICE ADDRESS:

         

        CGCMT 2016-C3 Master Servicer

         

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

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

        Fax number: 1-888-706-3565

         

        with a copy to:

         

        Stinson Leonard Street LLP

        1201 Walnut Street, Suite 2900

        Kansas City, Missouri 64106-2150

        Attention: Kenda K. Tomes

        Fax Number: (816) 412-9338

         

        NOTE A-2

         

        Citigroup Global Mortgage Trust 2016-P6

         

        NOTICE ADDRESS:

         

        CGCMT 2016-P6 Master Servicer

         

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

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

        Fax number: 1-888-706-3565

         

        with a copy to:

         

        Stinson Leonard Street LLP

        1201 Walnut Street, Suite 2900
 

         




 






    Exhibit S-1 


     


    




 


	 	Kansas City, Missouri 64106-2150
 Attention: Kenda K. Tomes
 Fax Number: (816) 412-9338

                                                                                 

	1140 Avenue of the Americas Whole Loan	
        NOTE A-2

         

        Ladder Capital Finance I LLC

         

        NOTICE ADDRESS:

         

        Ladder Capital Finance I LLC

        345 Park Avenue, 8th Floor

        New York, New York 10154

        Attention: Pamela McCormack

        Telecopier: 212-715-3199

         

        NOTES A-3 and A-4

         

        Wells Fargo Commercial Mortgage Trust 2016-LC24

         

        NOTICE ADDRESS:

         

        WFCM 2016-LC24 Master Servicer

         

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084

        401 Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: WFCM 2016-LC24 Asset Manager

        Email: commercial.servicing@wellsfargo.com

         

        and a copy to:

         

        Mayer Brown LLP

        214 North Tryon Street, Suite 3800

        Charlotte, North Carolina 28202

        Attention: Christopher J. Brady, Esq.

         

	Fremaux Town Center Whole Loan	NOTE
                                         A-2

Morgan Stanley Capital I Trust 2016-BNK2


                                                                                NOTICE ADDRESS:

                                                                              
  MSCI 2016-BNK2 Master Servicer




 






    S-2


     


    

 


		
        

        

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084

        401 Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: MSC 2016-BNK2 Asset Manager

        Telecopy Number: (704) 715-0036

         

        and a copy to:

         

        Mayer Brown LLP

        214 North Tryon Street, Suite 3800

        Charlotte, North Carolina 28202

        Attention: Christopher J. Brady, Esq.

         

        NOTE A-3

         

        Wells Fargo Bank, National Association

         

        NOTICE ADDRESS:

         

        Wells Fargo Bank, National Association

        375 Park Avenue, 2nd Floor

        J0127-023

        New York, New York 10152

        Attention: A.J. Sfarra

         

        with a copy to:

         

        Jeff D. Blake, Esq.

        Senior Counsel

        Wells Fargo Law Department

        D1053-300

        301 South College St.

        Charlotte, North Carolina 28288

         

	Midwest Industrial Portfolio Whole Loan	
        NOTE A-2

         

        Barclays Bank PLC

         

        NOTICE ADDRESS:

         

        Barclays Bank PLC

        745 Seventh Avenue

        New York, New York 10019

        Attention: Michael Birajiclian

         




 






    S-3


     


    

 


	Redwood MHC Portfolio Whole Loan	
        NOTE A-2

         

        Wells Fargo Commercial Mortgage Trust 2016-LC25

         

        NOTICE ADDRESS:

         

        WFCM 2016-LC25 Master Servicer

         

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-84

        401 South Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: WFCM 2016-LC25 Asset Manager

        Email: commercial.servicing@wellsfargo.com

         

        and a copy to:

         

        Mayer Brown LLP

        214 North Tryon Street, Suite 3800

        Charlotte, North Carolina 28202

        Attention: Christopher J. Brady, Esq.

         

        NOTE A-3

         

        Ladder Capital Finance I LLC

         

        NOTICE ADDRESS:

         

        Ladder Capital Finance I LLC

        345 Park Avenue, 8th Floor

        New York, New York 10154

        Attention: Pamela McCormack

         

	DoubleTree by Hilton Tempe Whole Loan	
        NOTE A-2

         

        Silverpeak Real Estate Finance LLC

         

        NOTICE ADDRESS:

         

        Silverpeak Real Estate Finance LLC

        40 West 57th Street, 29th Floor

        New York, New York 10019

        Attention: Michael Schulte

         

        with a copy to:

         




 






    S-4


     


    

 


	 	Cadwalader,
Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Frank Polverino, Esq.





 



    S-5


     


    




 

EXHIBIT T



FORM OF NOTICE FOR NON-SERVICED MORTGAGE LOAN


 


[FOR HILTON HAWAIIAN MORTGAGE LOAN:

Wells Fargo Bank, National Association 


Commercial Mortgage Servicing 


Three Wells Fargo 


401 S. Tryon Street, 8th Floor 


MAC D1050-084 


Charlotte, North Carolina 28202 


Attention: Hilton USA Trust 2016-HHV Asset Manager 


Facsimile: (704) 715-0036 


Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association 


Legal Department, D1053-300 


301 South College Street, 30th Floor 


Charlotte, North Carolina 28202 


Attention: Commercial Mortgage Servicing Legal Support 


Facsimile: (704) 383-0353


 


with an additional copy to:


 


K&L Gates LLP 


Hearst Tower 


214 North Tryon Street 


Charlotte, North Carolina 28202 


Attention: Stacy G. Ackermann 


Reference: Hilton USA Trust 2016-HHV 


Fax Number: (704) 353-3190]


 


[FOR WALMART SHADOW ANCHORED PORTFOLIO MORTGAGE LOAN:

Wells Fargo Bank, National Association 


Commercial Mortgage Servicing


Three Wells Fargo 


MAC D1050-084 


401 South Tryon Street, 8th Floor 


Charlotte, North Carolina 28202 


Attention: WFCM 2016-LC25 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


and a copy to:


 






    Exhibit T-1 


     


    

 


Mayer Brown LLP

214 North Tryon Street, Suite 3800

Charlotte, North Carolina 28202

Attention: Christopher J. Brady, Esq.]


 


[FOR POTOMAC MILLS MORTGAGE LOAN:

Wells Fargo Bank, National Association 


Commercial Mortgage Servicing





Three Wells Fargo





401 S. Tryon Street, 8th Floor





MAC D1050-084





Charlotte, North Carolina 28202





Attention: CFCRE 2016-C6 Asset Manager


 


with a copy sent contemporaneously via email to commercial.servicing@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association 


Legal Department 


301 South College Street





D1053-300





Charlotte, North Carolina 28202





Attention: Commercial Mortgage Servicing Legal Support


 


with a copy to:


 


K&L Gates LLP


Hearst Tower


214 North Tryon Street 


Charlotte, North Carolina 28202





Attention: Stacy G. Ackermann]


 


[FOR 80 PARK PLAZA MORTGAGE LOAN:

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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 1-888-706-3565


 


with a copy to:



Stinson Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Fax Number: (816) 412-9338]


 






    Exhibit T-2 


     


    

 


VIA EMAIL


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37,

Commercial Mortgage Pass-Through Certificates, Series 2016-C37



 


Ladies and Gentlemen:


 


As you know, Wells Fargo
Bank, National Association, acts as the master servicer (the “Lead Master Servicer”) for the whole loan secured
by the [mortgaged property][portfolio of mortgaged properties] identified as [Hilton Hawaiian Village][Walmart Shadow Anchored
Portfolio][Potomac Mills][80 Park Plaza] (the “Subject Whole Loan”) under the [trust][pooling] and servicing
agreement relating to the [Hilton USA Trust 2016-HHV][Wells Fargo Commercial Mortgage Trust 2016-LC25][CFCRE 2016-C6 Mortgage Trust][Citigroup
Commercial Mortgage Trust 2016-C3]] (the “Lead [TSA][PSA]”). This is to inform you that Note[s] [[A-2-E-1 and
A-2-E-2][A-10][A-2][A-4A] of the Subject Whole Loan (the “Subject Mortgage Loan”) [has][have] been transferred
to Wells Fargo Commercial Mortgage Trust 2016-C37 pursuant to that certain Pooling and Servicing Agreement, dated December 1, 2016
(the “2016-C37 Pooling Agreement”) by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor,
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “2016-C37 Master Servicer”),
LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “2016-C37 Certificate Administrator”), Wilmington Trust, National Association, as trustee (the “2016-C37
Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor and as asset representations reviewer, and that
the 2016-C37 Trustee is the holder of the Subject Mortgage Loan.


 


The undersigned, as 2016-C37
Certificate Administrator, hereby directs you, in your capacity as the Lead Master Servicer of the Subject Whole Loan, to remit
to the 2016-C37 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may be, to
the 2016-C37 Master Servicer all reports, statements, documents, communications, and other information that are to be forwarded,
delivered or otherwise made available to, the holder of the Subject Mortgage Loan under the related Intercreditor Agreement (as
such term is defined in the 2016-C37 Pooling Agreement) and the Lead TSA.


 


The Subject Mortgage
Loan [is][is not] a Significant Obligor (as such term is defined in the 2016-C37 Pooling Agreement) under the 2016-C37 Pooling
Agreement.


 


Thank you for your attention
to this matter.


 






    Exhibit T-3 


     


    







	 	 	 
	Date: _____________________________________	 	 
	 	 

                                                                         Wells Fargo Bank, National Association, as
 Certificate Administrator for the Holders of
 the Wells Fargo Commercial Mortgage
 Trust 2016-C37, Commercial Mortgage
 Pass-Through Certificates, Series 2016-C37

	 	 	 
	 	By:	 
	 	 	Name:

Title:







    Exhibit T-4 


     


    

 








EXHIBIT U



FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com



 


Moody’s Investors Service,
Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


DBRS Inc.

333 West Wacker Drive, Suite 1800


Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332 3492

Email: cmbs.surveillance@DBRS.com


 


		From:	Wells Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling and Servicing
Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial
Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations Reviewer.



 


Date: _________, 20___


 






    Exhibit U-1 


     


    




 





		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates,
Series 2016-C37



 


Mortgage Loan (the “Mortgage
Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling
and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following
names:____________________

____________________


 


Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As Master Servicer under
the Pooling and Servicing Agreement, we hereby:


 


(a)       Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____a full defeasance
of the entire principal balance of the Mortgage Loan; or


 


____a partial defeasance
of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______%
of the entire principal balance of the Mortgage Loan;


 


(b)      Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on
the Mortgage Loan or the defeasance transaction:


 


(i)       The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)      The
defeasance was consummated on __________, 20__.


 


(iii)     The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)     The
Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the Servicing Standard)
that the defeasance will not result in an Adverse REMIC Event.


 






    Exhibit U-2 


     


    



 


(v)      The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 


(vi)     The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.



 


(vii)       The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the “Scheduled
Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted Investments (as defined
in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv) permit release of surplus
defeasance collateral and earnings on reinvestment from the pledged securities account only after the Mortgage Loan has been paid
in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the defeasance collateral and subordinate
liens against the defeasance collateral, and (vi) provide for payment from sources other than the defeasance collateral or other
assets of the Defeasance Obligor of all fees and expenses of the securities intermediary for administering the defeasance and the
securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor.


 


(viii)       The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the
Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking
into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after
the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial
defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues received
in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of
receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will
not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial
defeasance) for such year.


 






    Exhibit U-3 


     


    

 


(ix)       The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution
Date Statement received by us (the “Current Report”).


 


(x)       The
Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected first
priority security interest in the defeasance collateral and that the documents executed in connection with the defeasance are enforceable
in accordance with their respective terms.


 


(c)       Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)       Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.


 


(d)       Agree
to provide copies of all items listed in Exhibit B to you upon request.


 




    Exhibit U-4 


     


    

 


IN WITNESS WHEREOF, the
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 





	 	[______________]
	 	as Master Servicer
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  




    Exhibit U-5 


     


    

 


EXHIBIT V



FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report Date: This report will be
delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated
as of December 1, 2016 (the “Pooling and Servicing Agreement”).


Transaction: Wells Fargo Commercial
Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37


Operating Advisor: Trimont Real
Estate Advisors, LLC


Special Servicer: LNR Partners,
LLC


Directing Certificateholder: [______]


 


		I.	Population of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans
were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as
part of the development of an Asset Status Report.



 


		b.	Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans.
This report is based only on the Specially Serviced Loans in respect of which an Asset Status Report has been issued. The Asset
Status Reports may not yet be fully implemented.



 


		II.	Executive Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in
accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken
a limited review of the Special Servicer’s operational activities to service certain Specially Serviced Loans in accordance
with the Servicing Standard. Based on such limited review, the Operating Advisor [does, does not] believe there are material violations
of the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement. In addition, the Operating
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


In connection with the
assessment set forth in this report, the Operating Advisor:


 


		1.	Reviewed the Asset Status Reports, the Special Servicer’s assessment of compliance report,
attestation report by a third party regarding the Special Servicer’s compliance 



 


 






1        This
report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The Operating
Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the compliance
with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.


  






    Exhibit V-1 


     


    

 


	 	 	with its obligations and net present value
calculations and Appraisal Reduction Amount calculations and [LIST OTHER REVIEWED INFORMATION] for the following [   ] Specially
Serviced Loans: [List related mortgage loans]



 


		2.	Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement. The
Operating Advisor’s analysis of the Asset Status Reports (including related net present value calculations and Appraisal
Reduction Amount calculations) related to the Specially Serviced Loans should be considered a limited investigation and not be
considered a full or limited audit. For instance, we did not review each page of the Special Servicer’s policy and procedure
manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value calculator, visit
any property, visit the Special Servicer, visit the Directing Certificateholder or interact with any borrower. In addition, our
review of the net present value calculations and Appraisal Reduction Amount calculations is limited to the mathematical accuracy
of the calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and as such,
does not take into account the reasonableness of the discretionary portions of such formulas.



 


		III.	Specific Items of Review



 


		1.	The Operating Advisor reviewed the following items in connection with the generation of this report:
[LIST MATERIAL ITEMS].



 


		2.	During the prior year, the Operating Advisor consulted with the Special Servicer regarding its
strategy plan for a limited number of issues related to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated
in discussions and made strategic observations and recommended alternative courses of action to the extent it deemed such observations
and recommendations appropriate. The Special Servicer [agreed with/did not agree with] the material recommendations made by the
Operating Advisor. Such recommendations generally included the following: [LIST].



 


		3.	Appraisal Reduction Amount calculations and net present value calculations:



 


		4.	The Operating Advisor [received/did not receive] information necessary to recalculate and verify
the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portions of the applicable
formulas required to be utilized in connection with any Appraisal Reduction Amount or net present value calculations used in the
Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially
Serviced Loan prior to the utilization by the Special Servicer.



 


		a.	The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the
application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.



 


		b.	After consultation with the Special Servicer to resolve any inaccuracy in the mathematical calculations
or the application of the non-discretionary portions of



 






    Exhibit V-2 


     


    

 


	 	 	the related formula in arriving at those mathematical calculations, such
inaccuracy [has been/ has not been] resolved.



 


		5.	The following is a general discussion of certain concerns raised by the Operating Advisor discussed
in this report: [LIST CONCERNS].



 


		6.	In addition to the other information presented herein, the Operating Advisor notes the following
additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	The Operating Advisor did not participate in, or have access to, the Special Servicer’s and
Directing Certificateholder’s discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority
to speak with the Directing Certificateholder directly. As such, the Operating Advisor generally relied upon the information delivered
to it by the Special Servicer as well as its interaction with the Special Servicer, if any, in gathering the relevant information
to generate this report.



 


		2.	The Special Servicer has the legal authority and responsibility to service the Specially Serviced
Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards
set forth therein.



 


		3.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to
outline the details or substance of the discussions held between it and the Special Servicer regarding any Specially Serviced Loans
and certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this
report may not reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer.



 


		4.	There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially
Serviced Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve
changes, etc. The Operating Advisor does not participate in any discussions regarding such actions. As such, Operating Advisor
has not assessed the Special Servicer’s operational compliance with respect to those types of actions.



 


		5.	The Operating Advisor is not empowered to speak with any investors directly. If the investors have
questions regarding this report, they should address such questions to the Certificate Administrator through the Certificate Administrator’s
Website.



 


Terms used but not defined herein have
the meaning set forth in the Pooling and Servicing Agreement.


 




    Exhibit V-3 


     


    

 


EXHIBIT W



FORM OF NOTICE FROM OPERATING ADVISOR RECOMMENDING REPLACEMENT OF SPECIAL SERVICER


 


Wilmington Trust, National Association


as Trustee


1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2016-C37

Telecopy number: (302) 630-4140


 


Wells Fargo Bank, National Association


as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2016-C37

Telecopy Number: (410) 715-2380


 


LNR Partners, LLC


as Special Servicer


1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon (WFCM 2016-C37)

Facsimile No.: (305) 695-5601 


Email: tnealon@lnrproperty.com


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates,
Series 2016-C37, Recommendation of Replacement of Special Servicer



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing
Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, Trimont Real Estate Advisors, LLC, as Operating Advisor and
as Asset Representations Reviewer, on behalf of the holders of Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage
Pass-Through Certificates, Series 2016-C37 (the “Certificates”) regarding the replacement of the Special Servicer.
Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 






    Exhibit W-1 


     


    

 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26 of the Pooling
and Servicing Agreement, it is our assessment that LNR Partners, LLC, in its current capacity as Special Servicer, is not [performing
its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard]. The following factors
support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that LNR Partners, LLC be removed as Special Servicer and that [________] be appointed its successor
in such capacity.


 





	 	Very truly yours,
	 	 	 
	 	[The Operating Advisor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	Dated:	 	 


 






    Exhibit W-2 


     


    

  








EXHIBIT X



FORM OF CONFIDENTIALITY AGREEMENT


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C37 Asset Manager

Telecopy Number: (704) 715-0036]


 


LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon (WFCM 2016-C37)

Facsimile No.: (305) 695-5601

Email: tnealon@lnrproperty.com


 


		Re:	Access to Certain Information Regarding Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial
Mortgage Pass-Through Certificates, Series 2016-C37



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), among
the Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations Reviewer.
Defined terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Wells Fargo Bank, National Association
(“Wells Fargo”)/LNR Partners, LLC (“LNR”)] understands that [____] (the “Company”)
is requesting certain confidential or non-public information relating to the Mortgage Loans to which the Company has continuing
rights as a Certificateholder. The Company is requesting such information for the purpose of analyzing asset performance and evaluating
any continuing rights the Company may have under the Trust (the “Permitted Purpose”). The Company agrees that
the Permitted Purpose shall not include the use or disclosure of the Confidential Information (as defined below) in any manner
that violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.


 


[Wells Fargo/LNR] will provide the Company
with certain confidential, non-public servicing information (the “Confidential Information”) pertaining to the
Mortgage Loans and the related


 



    Exhibit X-1 


     


    

 





[                    ]
[        ], 20[    ]

Page 2


 


Mortgaged Properties and borrowers. The Company acknowledges that the Confidential Information (a)
includes or may be based upon information provided to [Wells Fargo/LNR] by third parties, (b) may not have been verified by [Wells
Fargo/LNR], and (c) may be incomplete or contain inaccuracies. The Company agrees that [Wells Fargo/LNR], the [“Master
Servicer”/”Special Servicer”] (as defined in the Pooling and Servicing Agreement) and its respective
Representatives (as defined below) shall not have any liability to the Company or its Representatives resulting from (x) any inaccuracies
or omissions in the Confidential Information, (y) any use of the Confidential Information, or (z) [Wells Fargo/LNR]’s failure
or inability to provide the Confidential Information to the Company for any reason. Notwithstanding the foregoing, the following
will not constitute “Confidential Information” for purposes of this letter agreement: (a) information that was
already in Company’s possession prior to its receipt from [Wells Fargo/LNR]; (b) information that is obtained by Company
from a third person who, insofar as is known to Company, is not prohibited from transmitting the information to Company by a contractual,
legal or fiduciary obligation to [Wells Fargo/LNR]; (c) information that is or becomes publicly available through no fault of Company;
and (d) information that is independently developed by Company. The term “Representatives” with respect to any entity
shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal counsel (which may be internal
counsel) of that entity.


 


The Company may have access to the Confidential
Information through (at [Wells Fargo/LNR]’s election): (i) responses to reasonable written inquiries received from the Company,
(ii) conference calls conducted on a reasonably scheduled basis with [Wells Fargo/LNR]’s surveillance group, or (iii) direct
on-line access (read-only capacity) to the information available on the applicable [____] system or any successor or replacement
system (“System”). [Wells Fargo/LNR] may cease or defer providing the Company with Confidential Information
in the event that (a) the Company or its Representatives violate any provision hereof, or (b) [Wells Fargo/LNR] determines (in
its sole discretion) that such termination is necessary for any reason, including its determination that such action is required
pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable law. [Wells
Fargo/LNR] shall cease to provide the Company with Confidential Information if [Wells Fargo/LNR] has actual knowledge that the
Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and [Wells Fargo/LNR] determines
that the provision, notice or access to such Confidential Information would violate the accepted servicing practices or servicing
standards as defined in the Pooling and Servicing Agreement. The Company’s obligations and the restrictions applicable to
the protection of the Confidential Information hereunder shall survive the termination of the Company’s access to the Confidential
Information. [Wells Fargo/LNR]’s remedies hereunder, at law or at equity, are cumulative and may be combined.


 


The Company agrees that it will not, and
it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person
or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential Information
by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach


 



    Exhibit X-2 


     


    

 

[                    ]
[        ], 20[    ]

Page 3


 


of this letter agreement,
may constitute a violation of federal and state securities laws. The Company will take reasonable measures to ensure that each
Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential. The Company shall
be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the Company may subsequently
provide all or any part of such Confidential Information to any other person or entity that holds or is contemplating the purchase
of any Certificate or interest therein, but only if such person or entity confirms such ownership interest or prospective ownership
interest and provided that, prior to the delivery of such Confidential Information, such persons shall have executed and
delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


 


This letter agreement shall be governed
by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, [Wells Fargo/LNR] intends at all times to comply with the terms and provisions of the Pooling
and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of [Wells Fargo/LNR]’s
rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable
Document Format (PDF); each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall
constitute one agreement.


 


This agreement shall terminate with respect
to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 




    Exhibit X-3 


     


    

 

[                    ]
[        ], 20[    ]

Page 4


 


Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.


 





	 	 	 
	 	Very truly yours,
	 	 
	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: ]





	 	 	 
	 	[LNR PARTNERS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: ]











	 
	CONFIRMED AND AGREED TO:


	 
	 	 	 
	[COMPANY NAME]	 
	 	 	 
	By:	 	 
	 	Name:
	 	Title:	 


 






    Exhibit X-4 


     


    

 




EXHIBIT Y



FORM CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION


 


I, [identifying the certifying
individual], the President and Chief Executive Officer of Wells Fargo Commercial Mortgage Securities, Inc., the depositor into
the above-referenced Trust, certify that:


 


		1.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in
respect of the period covered by this report on Form 10-K of the Wells Fargo Commercial Mortgage Trust 2016-C37 (the “Exchange
Act periodic reports”);



 


		2.	Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;



 


		3.	Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;



 


		4.	Based on my knowledge and the servicer compliance statements required in this report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations
under the servicing agreements in all material respects; and



 


		5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities
and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required
to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described
in such reports have been disclosed in this report on Form 10-K.



 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [(A) LNR Partners, LLC, as
Special Servicer, Wilmington Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor
and as Asset Representations Reviewer, (B) Aegon USA Realty Advisors, LLC, as Non-Serviced Special Servicer, Wells Fargo Bank,
National Association, as Non-Serviced Certificate Administrator, and Wilmington Trust, National Association, as Non-Serviced Trustee,
of the Hilton Hawaiian Village Mortgage Loan, (C) CWCapital Asset Management LLC, as Non-Serviced Special Servicer, Wells Fargo
Bank, National Association, as Non-Serviced Certificate Administrator, and Wilmington Trust, National Association, as Non-Serviced
Trustee of the Walmart Shadow Anchored Portfolio Mortgage Loan, (D) Aegon USA Realty Advisors, LLC, as Non-Serviced Special Servicer,
Wells Fargo Bank, National


 



    Exhibit Y-1


     


    

 


Association, as Non-Serviced Certificate Administrator, and Wilmington Trust, National Association,
as Non-Serviced Trustee, of the Potomac Mills Mortgage Loan and (E) Rialto Capital Advisors, LLC, as Non-Serviced Special Servicer,
Citibank, N.A., as Non-Serviced Certificate Administrator, and Deutsche Bank Trust Company Americas, as Non-Serviced Trustee, of
the 80 Park Plaza Mortgage Loan].


 


	Date: 	 	 	 
	 	 	 
	 	 	 


President and Chief Executive Officer

Wells Fargo Commercial Mortgage Securities, Inc.

(Senior officer in charge of the securitization of the

depositor)


 






    Exhibit Y-2


     


    

 







EXHIBIT Z-1



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C37
(the “Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator
(in such capacity, the “Certificate Administrator”), under that certain Pooling and Servicing Agreement, dated
as of December 1, 2016 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage
Securities, Inc. (the “Depositor”), as depositor, Wells Fargo Bank, National Association, as master servicer
(in such capacity, the “ Master Servicer”), LNR Partners, LLC, as special servicer (the “ Special Servicer”),
Wilmington Trust, National Association, as trustee, the Certificate Administrator, and Trimont Real Estate Advisors, LLC, as operating
advisor and as asset representations reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the
Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, to the extent that the
following information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with
the knowledge and intent that they will rely upon this certification, that:


 


		1.	I have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered by
the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;



 


		2.	To my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Annual Report;



 


		3.	To my knowledge, the distribution information required to be provided by the Certificate Administrator
under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;



 


		4.	I am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the Certificate
Administrator compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed
on any Reports, the Certificate Administrator has fulfilled its obligations in all material respects under the Pooling and Servicing
Agreement; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the Certificate Administrator
for asset-backed securities with respect to the Certificate Administrator or any Servicing Function Participant retained by the
Certificate 



 






    Exhibit Z-1-1


     


    

 


	 	 	Administrator and related attestation report on assessment of compliance with servicing criteria applicable to it required
to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any material instances
of noncompliance described in such reports have been provided to the Depositor for disclosure in such annual report on Form 10-K.



 


In giving the certifications
above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons:
the Master Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 






    Exhibit Z-1-2


     


    

 


EXHIBIT Z-2



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C37
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer under that certain Pooling and Servicing
Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo
Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity,
the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”),
Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator (the “Certificate
Administrator”), and Trimont Real Estate Advisors, LLC, as operating advisor and as asset representations reviewer, on
behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name
of the Other Depositor] and [its][their respective] officers, directors and affiliates, and with the knowledge and intent that
they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer
backup certificate delivered by the Special Servicer relating to the Relevant Period, all servicing information and all reports
(the “Servicer Reports”) required to be submitted by the Master Servicer to the Certificate Administrator pursuant
to Sections 3.12(b) and (d) of the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant
Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Master Servicer to the Certificate Administrator
for inclusion in these reports;



 


		2.	Based on my knowledge, and assuming the accuracy of the statements required to be made by the Special
Servicer in the special servicer backup certificate delivered by the Special Servicer relating to the Relevant Period, the master
servicing information contained in the Servicer Reports, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by these reports;



 


		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance
reviews conducted in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling and
Servicing Agreement for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect to the Master Servicer, and
except as disclosed in the compliance certificate delivered by the Master Servicer under Section 11.09 of the Pooling and Servicing
Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects
during the Relevant Period;



 






    Exhibit Z-2-1


     


    

 


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been
provided all information relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the Master Servicer
for asset-backed securities with respect to the Master Servicer or any Servicing Function Participant retained by the Master Servicer
and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in
the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor
for disclosure in such annual report on Form 10-K.



 


[In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties:
[name(s) of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional Servicer or any other third
party retained by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20 of the Pooling and Servicing
Agreement) and, notwithstanding the foregoing certifications, neither I nor the Master Servicer makes any certification under the
foregoing clauses (2) and (3) with respect to the information in the Servicer Reports that is in turn dependent upon information
provided by the Special Servicer under the Pooling and Servicing Agreement. Solely with respect to the completeness of information
and reports, I do not certify anything other than that all fields of information called for in written reports prepared by the
Master Servicer have been properly completed and that any fields that have been left blank on their face have been done so in accordance
with the CREFC procedures for such report.]








 






    Exhibit Z-2-2


     


    

 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 






    Exhibit Z-2-3


     


    

 





EXHIBIT Z-3



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C37
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________ ] of LNR PARTNERS, LLC as Special Servicer under that certain Pooling and Servicing Agreement dated
as of December 1, 2016 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage
Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “ Master
Servicer”), LNR Partners, LLC, as special servicer (the “ Special Servicer”), Wilmington Trust, National
Association, as trustee (the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), and Trimont Real Estate Advisors, LLC, as operating advisor
and as asset representations reviewer, on behalf of the Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, and
with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all required reports (the “Special Servicer Reports”) required
to be submitted by the Special Servicer pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form
10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Special Servicer
to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the special servicing information contained in the Special Servicer Reports,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by these reports;



 


		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
performed by the Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance
reviews conducted in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling and
Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect to the Special Servicer, and except
as disclosed in the compliance certificate delivered by the Special Servicer under Section 11.09 of the Pooling and Servicing Agreement,
the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects during the
Relevant Period;



 


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been
provided all information relating to the 



 






    Exhibit Z-3-1


     


    

 


		 	Special Servicer assessment of compliance with the Relevant Servicing Criteria, in order
to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB;
and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the Special Servicer
for asset-backed securities with respect to the Special Servicer or any Servicing Function Participant retained by the Special
Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form
10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and
the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	Special Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:











 






    Exhibit Z-3-2


     


    

 


EXHIBIT Z-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY TRUSTEE


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C37
(The “Trust”)


 


The undersigned, __________,
a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (the “Trustee”),
under that certain Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master
servicer (in such capacity, the “ Master Servicer”), LNR Partners, LLC, as special servicer (the “ Special
Servicer”), the Trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the
“Certificate Administrator”), and Trimont Real Estate Advisors, LLC, as operating advisor and as asset representations
reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor]
and [its][their respective] officers, directors and affiliates, to the extent that the following information is within our normal
area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will
rely upon this certification, that:


 


The report on assessment of compliance
with servicing criteria applicable to the Trustee for asset-backed securities with respect to the Trustee or any Servicing Function
Participant retained by the Trustee and related attestation report on assessment of compliance with servicing criteria applicable
to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion
as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate
Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit Z-4-1


     


    

 


EXHIBIT Z-5



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C37
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of Trimont Real Estate Advisors, LLC (the “Operating Advisor”) as Operating
Advisor under that certain Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master
servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special
Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate
administrator (in such capacity, the “Certificate Administrator”) and Trimont Real Estate Advisors, LLC, as
Operating Advisor and as asset representations reviewer, on behalf of the Operating Advisor, certify to [Name of Certifying Person(s)
for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Operating Advisor to the Master Servicer, the Depositor, Trustee
or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”) (such
information provided by the Operating Advisor, collectively, the “Operating Advisor Periodic Information”) have
been submitted by the Operating Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as
applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the Operating Advisor Periodic Information contained in the Reports, taken
as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
these reports;



 


		3.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year ________ have
been provided all information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria,
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



 


		4.	The report on assessment of compliance with servicing criteria applicable to the Operating Advisor
for asset-backed securities with respect to the Operating 



 






    Exhibit Z-5-1


     


    

 


		 	Advisor or any Servicing Function Participant retained by the Operating
Advisor and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form
10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and
the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	TRIMONT REAL ESTATE ADVISORS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 






    Exhibit Z-5-2


     


    







 


EXHIBIT Z-6



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CUSTODIAN


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C37
(The “Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian (the
“Custodian”), under that certain Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo
Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
and Trimont Real Estate Advisors, LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers,
directors and affiliates, to the extent that the following information is within our normal area of responsibilities and duties
under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


The report on assessment of compliance
with servicing criteria applicable to the Custodian for asset-backed securities with respect to the Custodian or any Servicing
Function Participant retained by the Custodian and related attestation report on assessment of compliance with servicing criteria
applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided
to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit Z-6-1


     


    

 





EXHIBIT Z-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C37
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of [______] (the “Asset Representations Reviewer”) as Asset Representations
Reviewer under that certain Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master
servicer (in such capacity, the “ Master Servicer”), LNR Partners, LLC, as special servicer (the “Special
Servicer”), Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate
administrator (in such capacity, the “Certificate Administrator”) and Trimont Real Estate Advisors, LLC, as
operating advisor and as Asset Representations Reviewer, on behalf of the Asset Representations Reviewer, certify to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Asset Representations Reviewer to the Master Servicer, the
Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in
the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”)
(such information provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic
Information”) have been submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, the Trustee
or the Certificate Administrator, as applicable, for inclusion in these reports; and



 


		2.	Based on my knowledge, the Asset Representations Reviewer Periodic Information contained in the
Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by these reports.



 






    Exhibit Z-7-1


     


    

 





Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	TRIMONT REAL ESTATE ADVISORS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:











 






    Exhibit Z-7-2


     


    

 


EXHIBIT AA



SERVICING CRITERIA TO BE ADDRESSED

IN ASSESSMENT OF COMPLIANCE


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit AA shall not
be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of the
Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a criterion that is
not encompassed by the servicing duties of the applicable party that are set forth in the main body of such Pooling and Servicing
Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to Item 1122(d)(2)(iii),
references to Servicer below shall include any Sub-Servicer engaged by the Master Servicer or the Special Servicer.


 


	 	SERVICING
    CRITERIA	APPLICABLE
    SERVICING 

CRITERIA
	Reference	Criteria	 
	 	 Servicing
    Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
    Servicer

    Special Servicer

    Custodian (as applicable)
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee
    (as applicable)1

    Master Servicer

    Special Servicer
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer



 





 



 


1        Only
to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable
calendar year.


  






    Exhibit AA-1


     


    

 


	 	SERVICING
    CRITERIA	APPLICABLE
    SERVICING 

CRITERIA
	Reference	Criteria	 
	 	 Servicing
    Considerations	 
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
Administrator

        Master
        Servicer

        Special Servicer

         

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and
    approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items.
    These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days
    specified in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
Administrator

        Master
        Servicer

        Special Servicer

         

	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage
    loan documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are
    made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures
    and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor



 






    Exhibit AA-2


     


    

 


	 	SERVICING
    CRITERIA	APPLICABLE
    SERVICING 

CRITERIA
	Reference	Criteria	 
	 	 Servicing
    Considerations	 
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer, may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 






    Exhibit AA-3


     


    

 




EXHIBIT
BB



ADDITIONAL FORM 10-D DISCLOSURE


 


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and
Servicing Agreement to disclose to the Depositor and the Certificate Administrator (or the Master Servicer to the extent specified
in Section 11.04 of the Pooling and Servicing Agreement) any information described in the corresponding Form 10-D Item
described in the “Item on Form 10-D” column to the extent such party has actual knowledge (and in the case of
net operating income information, financial statements, annual operating statements, budgets and/or rent rolls required to be
provided in connection with Item 6 below, possession) of such information (other than information as to itself). Each of
the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy
of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus), in the
absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator,
the Trustee, the Master Servicer, and the Special Servicer shall be entitled to conclusively assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property
will constitute a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special
Servicer be required to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which
the Master Servicer or the Special Servicer is not the Master Servicer or the Special Servicer, as the case may be. For this Series
2016-C37 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within
the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item
    on Form 10-D	Party
    Responsible
	Item 1:
Distribution and Pool Performance Information: 

                                                                                                             

        ●     Item 1121(a)(13)
of Regulation AB 

         

        ●     Item 1121(a)(14)
of Regulation AB
	●     Certificate
Administrator 

                                                                               

        ●     Depositor 

         

	Item
1A: Asset-Level Information 

                                                                                                             

        ●     Item
1111(h) of Regulation AB 

         

        ●     Item
1125 of Regulation AB
	●     Master Servicer

                                                                               





 






    Exhibit BB-1 


     

    



 


	Item
    on Form 10-D	Party
    Responsible
	Item 1B:
Asset Representations Reviewer and Investor Communication: 

                                                                                                             

        ●     Item 1121(d)
of Regulation AB 

         

        ●     Item 1121(e)
of Regulation AB 
	●     Certificate
Administrator 

                                                                               

        ●     Depositor 

         

        ●     Asset
        Representations Reviewer

         

	Item 2:  Legal
    Proceedings:	●     Master
    Servicer (as to itself)
	 	 
	●     Item 1117
    of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein
    that are material to security holders)	●     Special
Servicer (as to itself) 

                                                                               

        ●     Certificate
Administrator (as to itself) 

         

        ●     Trustee
(as to itself) 

         

        ●     Depositor
(as to itself) 

         

        ●     Operating
Advisor (as to itself) 

         

        ●     Any
other Reporting Servicer (as to itself) 

         

        ●     Trustee/Certificate
Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings) 

         

        ●     Each
Mortgage Loan Seller as sponsor (as defined in Regulation AB) 

         

        ●     Originators
under Item 1110 of Regulation AB 

         

        ●     Party
under Item 1100(d)(1) of Regulation AB 

	Item 3:  Sale
    of Securities and Use of Proceeds	●     Depositor
	Item 4:  Defaults
    Upon Senior Securities	●     Certificate
    Administrator
	Item 5:  Submission
    of Matters to a Vote of Security Holders	●     Certificate
    Administrator
	Item 6:
                                         Significant Obligors of Pool Assets:

         

        ●     Item 1112(b)
        of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a)
information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
obligor” in the Prospectus; 

         

        (b)
the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls of the
related Mortgaged Property or REO Property (as 
	●     Master
Servicer

         

         





 




    Exhibit BB-2 


     

    

 




	Item
    on Form 10-D	Party
    Responsible
	applicable),
and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
provided, however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income
for the most recent fiscal year and interim period is required and, if such information for a prior period was required but not
previously reported, such information for such prior period; and 

                                                                                                             

        (c)
        the information shall be reportable in the Form 10-D that relates to the Distribution Date that immediately follows
        the Collection Period in which the information was received or prepared by the “Party Responsible” as described
        in clause (b) above.

         
	 
	Item 7:
                                         Change in Sponsor Interest in the Securities:

         

        ●     Item 1124
        of Regulation AB.

         
	●     Each
    Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)
	Item 8:
                                         Significant Enhancement Provider Information:

         

        ●     Item 1114(b)(2)
        and Item 1115(b) of Regulation AB

         
	●     Depositor
	Item 9:  Other
    Information, but only to the extent of any information that meets all the following conditions:  (a) such information
    constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is
    required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D
    relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
Responsible” with respect to such information pursuant to Exhibit DD. 

                                                                               

        ●     Certificate
Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
as of the related Distribution Date and the preceding Distribution Date) 

         

        ●     Master
Servicer (with respect to the balance of the Collection Account as of the related Distribution Date and the preceding Distribution
Date) 





 




    Exhibit BB-3 


     

    



 


	Item
    on Form 10-D	Party
    Responsible
	 	●     Special
Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date) 

                                                                               

        ●     Any
other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e)
of Regulation AB to the extent material to Certificateholders) 

	Item 10:
Exhibits (no. 3): 

                                                                                                             

        Articles
of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K) 
	●     Depositor
	Item 10:
Exhibits (no. 4): 

                                                                                                             

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	●     Certificate
Administrator 

                                                                               

        ●     Depositor

         

        provided
that, in each case, that this shall in no event be construed to make such party responsible for the initial filing of this
Pooling and Servicing Agreement 

         

        provided,
further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate
Administrator, then the Depositor shall be the responsible party. 

	Item 10:
Exhibits (no. 10): 

                                                                                                             

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

         
	●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies
    all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO
    Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such
    party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed
    on behalf of the Trust.
	Item 10:
Exhibits (no. 22): 

                                                                                                             

        Published
Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 
	●     The
    applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.



 




    Exhibit BB-4 


     

    



 


	Item
    on Form 10-D	Party
    Responsible
	of
    Item 601 of Regulation S-K), but only if the party that is the “Party Responsible”  with respect
    to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects
    to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing
    the published report.	 
	Item 10:
Exhibits (no. 23): 

                                                                                                             

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written
        consent is required with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s
        registration statement.

         
	●     Depositor
	Item 10:
Exhibits (no. 24) 

                                                                                                             

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the
        Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power
        of attorney.

         
	●     Certificate
    Administrator
	Item 10:
Exhibits (no. 99) 

                                                                                                             

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable.
	Item 10:
Exhibits (no. 100) 

                                                                                                             

        XBRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

         
	●     Not
    Applicable.
	Item 10:  Exhibits
    (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a) such
    document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD,
    (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to
    which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K
    Disclosure”.	●     Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
    for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer
    or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to
    any exhibits to a Form 10-K); provided that, in each case, that in the event any reportable agreement
    is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall




 




    Exhibit BB-5 


     

    



 


	Item
    on Form 10-D	Party
    Responsible
	 	be
    the responsible party for this Item 10.


 


    Exhibit BB-6 


     

    

 


EXHIBIT
CC



ADDITIONAL FORM 10-K DISCLOSURE


 


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and
Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding
Form 10-K Item described in the “Item on Form 10-K” column to the extent such party has actual knowledge
(and in the case of net operating income information, financial statements, annual operating statements, budgets and/or rent rolls
required to be provided in connection with 1112(b) below, possession) of such information (other than information as to itself).
Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on
the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus),
in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to conclusively assume that there is
no “significant obligor” other than a party or property identified as such in the Prospectus and to assume that no
other party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall the Master
Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-K that relates to any
Mortgage Loan for which the Master Servicer or the Special Servicer is not the Master Servicer or the Special Servicer, as the
case may be. For this Series 2016-C37 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the
Master Servicer and the Special Servicer shall be entitled to assume that there is no provider of credit enhancement, liquidity
or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item
    on Form 10-K 	Party
    Responsible
	Item 1B:  Unresolved
    Staff Comments	●     Depositor
	Item 9B:
                                         Other Information, but only to the extent of any information that meets all the following
                                         conditions:

         

        (a)
        such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD,

         

        (b)
        such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which
        the Form 10-K relates, and

         

        (c)
        such information was not previously reported as “Additional Form 8 K Disclosure” or as “Additional Form
        10-D Disclosure”

         
	●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
    Responsible” with respect to such information pursuant to Exhibit DD.
	Item 15:  Exhibits,
    Financial Statement Schedules (SEE BELOW)	SEE
    BELOW




 




    Exhibit CC-1 


     

    



 


	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 1 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the
        Prospectus, (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported
        such information as “Additional Form 10-D Information”.

         
	●     The
    applicable Mortgage Loan Seller.
	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 2 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the
        applicable Master Servicer has not previously reported such information or updated versions thereof as “Additional
        Form 10-D Information”.

         
	●     Depositor




 




    Exhibit CC-2 


     

    



 


	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 3 of 3 Parts:

         

        ●     Item 1112(b)
        of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the Prospectus;

         

        (b)
        the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls
        of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the
        related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible”
        pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however,
        that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating income for the most
        recent fiscal year and interim period is required and, if such information for a prior period was required but not previously
        reported, such information for such prior period; and

         

        (c)
        the information shall be reportable only to the extent that is has not previously been reported as “Additional Form
        10-D Information”.

         
	●     Master
Servicer 

	Instruction
                                         J(2)(c) (Significant Enhancement Provider Information):

         

        ●     Items 1114(b)(2)
        and 1115(b) of Regulation AB

         
	

●     Depositor


 


 




    Exhibit CC-3 


     

    



 


	Instruction
                                         J(2)(d) (Legal Proceedings):

         

        ●     Item 1117
        of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein
        that are material to security holders)

         
	●     Master
                                         Servicer (as to itself)

         

        ●     Special
        Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Trustee/Certificate
        Administrator / Master Servicer/Depositor/ Special Servicer as to the Trust (whichever of them is in principal control
        of the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

         

	Instruction
                                         J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part
                                         1 of 2 Parts:

         

        1119(a)
        of Regulation AB,

         

        but
        only the existence and (if existent) how there is (that is, the nature of) any affiliation between itself (that is, the
        particular “Party Responsible”), on the one hand, and any one or more of the following, on the other: (1)
        the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other party listed under this item as a
        “Party Responsible”; provided, however, that an affiliation need not be disclosed for purposes
        of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
of Regulation AB,

         
	●     Master
                                         Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee,
                                         Certificate Administrator, Special Servicer or a sub-servicer retained by it meeting
                                         any of the descriptions in Item 1108(a)(3)).

         

        ●     Special
        Servicer

         

        ●     Certificate
        Administrator

         

        ●     Trustee

         

        ●     Each
        party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator”
        of one or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more
        of the assets of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party
        Responsible” under this item

         



 






    Exhibit CC-4 


     

    

 




	but
                                         only the existence and (if existent) the general character of any business relationship,
                                         agreement, arrangement, transaction or understanding that is entered into outside the
                                         ordinary course of business or is on terms other than would be obtained in an arm’s
                                         length transaction with an unrelated third party (apart from the Series 2016-C37 transaction)
                                         between itself (that is, the particular “Party Responsible”) or any of its
                                         affiliates, on the one hand, and any one or more of the following, on the other: (1)
                                         the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however,
                                         that a relationship, agreement, arrangement, transaction or understanding (A) must be
                                         reported only if it then exists or existed within the two prior years, (B) need not be
                                         reported if it is not material to an investor’s understanding of the Certificates
                                         and (C) need not be disclosed for purposes of the applicable Form 10 K if it was disclosed
                                         in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but
only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific relationship
involving or related to the Series 2016-C37 transaction or the Mortgage Loans between itself (that is, the particular “Party
Responsible”) or any of its affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor,
(2) any Mortgage Loan Seller, and (3) the Trust; provided, however, that a relationship (A) must be reported only
if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in
the Prospectus or if it was previously reported as 
	from
                                         and after the date (if any) when the Depositor notifies the parties to the Pooling and
                                         Servicing Agreement to the effect that such party no longer constitutes an originator
                                         of 10% or more of the assets of the Trust).

         

        ●     Each
        party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more
        of the assets of the Trust for purposes of Regulation AB and the upcoming Form 10 K” in a written notice delivered
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year
        in which the Form 10 K is due.

         

        ●     Each
        party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction”
        (or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing
        Agreement to the effect that such party no longer constitutes a material party for purposes of Regulation AB.

         

        ●     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction
        for purposes of Regulation AB and the upcoming Form 10 K” (or substantially similar phrasing) in a written notice
        delivered by the Depositor to the parties to this Pooling and Servicing Agreement, which notice is delivered not later
        than February 15 of the year in which the Form 10 K is due.

         



 






    Exhibit CC-5 


     

    

 




	“Additional Form 10 K Disclosure”.

                                                                                 
	 
	Instruction
                                         J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part
                                         2 of 2 Parts:

         

        1119(a)
        of Regulation AB,

         

        But
        only the existence and (if existent) how there is any affiliation between itself (that is, the particular “Party
        Responsible”), on the one hand, and any one or more of the parties listed under the preceding item as a “Party
        Responsible”, on the other; provided, however, that an affiliation need not be disclosed for purposes
        of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
        of Regulation AB,

         

        but
only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction or
understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s
length transaction with an unrelated third party (apart from the Series 2016-C37 transaction) between itself (that is, the particular
“Party Responsible”), on the one hand, and any one or more of the parties listed under the preceding item as
a “Party Responsible”, on the other; provided, however, that a relationship, agreement, arrangement,
transaction or understanding (A) must be reported only if it then exists or existed within the two prior years, (B) need not be
reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes
of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K 
	●     Depositor 

        ●     Each
        Mortgage Loan Seller

         





 




    Exhibit CC-6 


     

    



 


	Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but
        only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific
        relationship involving or related to the Series 201[_]-[_] transaction or the Mortgage Loans between itself (that is,
        the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the
        parties listed under the preceding item as a “Party Responsible”, on the other; provided, however,
        that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be
        reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed
        for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.

         
	 
	Item 15:
                                         Exhibits (no. 2):

         

        Plan
        of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	●     Depositor
	Item 15:
                                         Exhibits (no. 3):

         

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

         
	●     Depositor
	Item 15:
                                         Exhibits (no. 4):

         

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	●     Trustee 

        ●     Certificate
Administrator 

        ●     Depositor

         

        provided that, in each case, that this shall in no event be construed to make such party responsible for the initial filing of this
Pooling  





 




    Exhibit CC-7 


     

    



 


	 	and
                                         Servicing Agreement

         

        provided,
        further, in each case, that in the event any reportable agreement is executed by the Depositor and
        the Trustee or Certificate Administrator, then the Depositor shall be the responsible party.

         

	Item 15:
                                         Exhibits (no. 10):

         

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

         
	●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies
    all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
    Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party
    or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the
    Trust.
	Item 15:
                                         Exhibits (no. 11):

         

        Statement
        regarding computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable.
	Item 15:
                                         Exhibits (no. 12):

         

        Statement
        regarding computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable.
	Item 15:
                                         Exhibits (no. 13):

         

        Annual
        report to security holders, Form 10 Q and Form 10 QSB, or quarterly report to security holders (Exhibit No. 13 of Item
        601 of Regulation S-K)

         
	●     Not
    Applicable
	Item 15:
                                         Exhibits (no. 14):

         

        Code
        of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K).

         
	●     Not
    Applicable




 




    Exhibit CC-8 


     

    



 


	Item 15:
                                         Exhibits (no. 16):

         

        Letter
        re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable
	Item 15:
                                         Exhibits (no. 18):

         

        Letter
        re change in accounting principles (Exhibit No. 18 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable.
	Item 15:
                                         Exhibits (no. 21):

         

        Subsidiaries
        of registrant (Exhibit No. 18 of Item 601 of Regulation S-K)

         
	●     Depositor.
	Item 15:
                                         Exhibits (no. 22):

         

        Published
        Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

         
	●     Not
    Applicable.
	Item 15:
                                         Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is
        required with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration
        statement and (b) the consent is not the consent of a registered public accounting firm in connection with an attestation
        delivered pursuant to Section 11.13 of this Pooling and Servicing Agreement.

         
	●     Depositor
	Item 15:
                                         Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the
registered public accounting firm for purposes of any attestation report rendered with respect to the particular “Party
Responsible” pursuant to Section 11.13 of this Pooling and Servicing 
	●     Master
Servicer 

        ●     Special
Servicer 

        ●     Depositor 

        ●     Any
        other Servicing Function Participant

         

        provided,
however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of
such consent only to the extent that such party is





 




    Exhibit CC-9 


     

    

 


 


	Agreement.	required to deliver or cause the delivery of the related attestation report.

                                                                                 

	Item 15:
                                         Exhibits (no. 24)

         

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or
        the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

         
	●     Certificate
    Administrator
	Item 15:
                                         Exhibits (no. 31(i))

         

        Rule
        13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).

         
	●     Not
    Applicable
	Item 15:
                                         Exhibits (no. 31(ii))

         

        Rule
        13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii) of Item 601 of Regulation S-K).

         
	●     Delivery
    of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07)
    of this Pooling and Servicing Agreement.
	Item 15:
                                         Exhibits (no. 32)

         

        Section
        1350 Certifications (Exhibit No. 32 of Item 601 of Regulation S-K).

         
	●     Not
    Applicable.
	Item 15:
                                         Exhibits (no. 33)

         

        Report
        on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation
        S-K).

         
	●     Delivery
    of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing
    Agreement.
	Item 15:
                                         Exhibits (no. 34)

         

        Attestation
        report on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of
        Regulation S-K).

         
	●     Delivery
    of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling
    and Servicing Agreement.
	Item 15:
                                         Exhibits (no. 35)

         

        Servicer
compliance statement (Exhibit No. 35
	●     Delivery
    of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and
    Servicing Agreement.




 




    Exhibit CC-10 


     

    



 


	of Item 601 of Regulation S-K).

                                                                                 
	 
	Item 15:
                                         Exhibit (no. 36)

         

        Certification
        For Shelf Offerings of Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).

         
	●     Depositor
	Item 15:
                                         Exhibits (no. 99)

         

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable.
	Item 15:
                                         Exhibits (no. 100)

         

        XBRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

         
	●     Not
    Applicable.
	Item 15:  Exhibits
    (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:  (a)
    such document constitutes “Additional Form 8 K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b)
    such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form
    10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
    for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the
    Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form
    10-K).
	Item 15:
                                         Exhibit (no. 101)

         

        Interactive
        Data File (Exhibit No. 101 of Item 601 of Regulation S-K).

         
	Not
    Applicable
	Item 15:
                                         Exhibit (no. 102)

         

        Asset
        Data File (Exhibit No. 102 of Item 601 of Regulation S-K).

         
	[Certificate
    Administrator]

    [Depositor]
	Item 15:
                                         Exhibit (no. 103)

         

        Asset
        Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).

         
	[Certificate
Administrator][Depositor]

         



 






    Exhibit CC-11 


     

    
 

EXHIBIT
DD



FORM 8-K DISCLOSURE INFORMATION


 


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and
Servicing Agreement to report to the Depositor and the Certificate Administrator the occurrence of any event described in the
corresponding Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual
knowledge of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master
Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from
the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer shall be entitled to conclusively assume that there is no “significant obligor” other than a party or property
identified as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor”
after the Cut-off Date. In no event shall the Master Servicer, or the Special Servicer be required to provide any information
for inclusion in a Form 8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not
the applicable Master Servicer or Special Servicer, as the case may be. For this Series 2016-C37 Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to assume that
there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115
of Regulation AB.


 


	Item
    on Form 8-K	Party
    Responsible	 
	Item 1.01:  Entry
    into a Material Definitive Agreement	●     Depositor, except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts to which the registrant or a subsidiary thereof is a party).


 


●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment or definitive agreement that satisfies all the following conditions: (a) such amendment or definitive agreement  







 




    Exhibit DD-1 


     

    



 


	 	relates
    to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment
    or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party
    (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided,
    however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment
    to this Pooling and Servicing Agreement.
	Item 1.02:  Termination
    of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies
    all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
    Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party
    or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the
    Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in
    connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02:  Termination
    of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor,
    to the extent of any material agreement not covered in the prior item
	Item 1.03:  Bankruptcy
    or Receivership	●     Depositor
	Item 2.04:  Triggering
    Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	●     Depositor

         

        ●     Certificate
        Administrator

         





 




    Exhibit DD-2 


     

    



 


	Item 3.03:  Material
    Modification to Rights of Security Holders	●     Certificate
    Administrator
	Item 5.03:  Amendments
    of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor
	Item 
    6.01:  ABS Informational and Computational Material	●     Depositor
	Item 6.02
    (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	●     Trustee 

        ●     Depositor

         

	Item 6.02
    (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer
    or Special Servicer	●     Certificate
                                         Administrator

         

        ●     Master
        Servicer or Special Servicer, as the case may be (in each case, as to itself)

         

	Item 6.02
    (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than a
    party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	●     Master
Servicer (as to a party appointed by the Master Servicer) 

        ●     Special
Servicer 

        ●     Certificate
Administrator 

        ●     Depositor

         

	Item 6.03:  Change
    in Credit Enhancement or External Support	●     Depositor 

        ●     Certificate
        Administrator

         

	Item 6.04:  Failure to Make a Required Distribution

                                                                                 
	●     Certificate
    Administrator
	Item 6.05:  Securities Act Updating Disclosure

                                                                                 
	●     Depositor
	Item 7.01:  Regulation FD Disclosure

                                                                                 
	●     Depositor
	Item 8.01:  Other Events

                                                                                 
	●     Depositor
	Item 9.01(d):
                                         Exhibits (no. 1):

         

        Underwriting
        agreement (Exhibit No. 1 of Item 601 of Regulation S-K)

         
	●     Not
    applicable
	Item 9.01(d):
                                         Exhibits (no. 2):

         

        Plan
        of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	●     Depositor




 




    Exhibit DD-3 


     

    



 


	Item 9.01(d):
                                         Exhibits (no. 3):

         

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

         
	●     Depositor	 
	Item 9.01(d):
                                         Exhibits (no. 4):

         

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	●     Certificate
                                         Administrator

         

        provided
        that, in each case, that this shall in no event be construed to make such party responsible for the initial filing
        of this Pooling and Servicing Agreement

         
	 
	Item 9.01(d):
                                         Exhibits (no. 7):

         

        Correspondence
        from an independent accountant regarding non-reliance on a previously issued audit report or completed interim review.
        (Exhibit No. 7 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable	 
	Item 9.01(d):
                                         Exhibits (no. 14):

         

        Code
        of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable	 
	Item 9.01(d):
                                         Exhibits (no. 16):

         

        Letter
        re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable	 
	Item 9.01(d):
                                         Exhibits (no. 17):

         

        Correspondence
        on departure of director (Exhibit No. 17 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable	 
	Item 9.01(d):
                                         Exhibits (no. 20):

         

        Other
        documents or statements to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable	 
	Item 9.01(d):
                                         Exhibits (no. 23):

         

        Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where 
	●     Depositor	 


 






    Exhibit DD-4 


     

    



 


	the
    filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated by reference in the
    Depositor’s registration statement.	 
	Item 9.01(d):
                                         Exhibits (no. 24)

         

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or
        the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

         
	●     Certificate
    Administrator
	Item 15:
                                         Exhibits (no. 99)

         

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable.
	Item 15:
                                         Exhibits (no. 100)

         

        XBRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

         
	●     Not
    Applicable.




 




    Exhibit DD-5 


     

    

 


EXHIBIT EE



ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA
EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) (CMBS)

Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2016-C37—SEC REPORT
PROCESSING


 


		RE:	**Additional Form [10-D][10-K][8-K] Disclosure** Required



 


Ladies and Gentlemen:


 


In accordance with Section [11.04] [11.05]
[11.07] of the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank,
National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, Trimont Real Estate Advisors, LLC, as Operating Advisor and
as Asset Representations Reviewer, the undersigned, as [ ], hereby notifies you that certain events have come to our attention
that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 




    Exhibit EE-1 


    	 



    

 


Any inquiries related to this notification
should be directed to [               ], phone number: [               ]; email address: [               ].


 





	 	[NAME OF PARTY],

as [role]
	 	 
	 	 By:	 
	 	 	Name:
Title:


 


cc: Depositor


 




    Exhibit EE-2 


    	 



    

 


EXHIBIT FF

INITIAL SUB-SERVICERS


 


		1.	Bellwether Enterprise Real Estate Capital, LLC



 


		2.	CBRE Loan Services, Inc.



 


		3.	Holliday Fenoglio Fowler, L.P.



 


		4.	Wells Fargo Bank, National Association



 




    Exhibit FF-1 


    	 



    

 


EXHIBIT GG



SERVICING FUNCTION PARTICIPANTS


 


None.


 




    Exhibit GG-1 


    	 



    

 


EXHIBIT HH



FORM OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION


 


Wells Fargo Commercial Mortgage Trust 2016-C37,
Commercial Mortgage Pass-Through Certificates, Series 2016-C37 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [LNR Partners, LLC, as Special Servicer]
[Wells Fargo Bank, National Association, as Certificate Administrator] [Wilmington Trust, National Association, as Trustee] (the
“Certifying Servicer”), certify to Wells Fargo Commercial Mortgage Securities, Inc. and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s
performance under the Pooling and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge,
the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH
SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


	Date: 	 	 




 


[WELLS FARGO BANK, NATIONAL ASSOCIATION,

as master servicer]

[LNR PARTNERS, LLC,

as special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION,

as certificate administrator]

[WILMINGTON TRUST, NATIONAL ASSOCIATION,

as trustee]


 





	 By: 	 	 
	 	Name:
Title:	 


 




    Exhibit HH-1 


    	 



    

 


EXHIBIT II



FORM OF REPORT ON ASSESSMENT

OF COMPLIANCE WITH SERVICING CRITERIA


 


[Name of Reporting Servicer] (the “Reporting
Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of
Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting Period”),
as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this report include asset-backed
securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer, trustee, certificate administrator]
involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”) to perform specific,
limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance with the servicing
criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 





 



 


1        Describe
any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e., transactions registered prior
to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that were not required to
be issued), if applicable.


 






    Exhibit II-1 


    	 



    

 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 


[Date of Certification]


 





	 	[NAME OF REPORTING SERVICER]
	 	 
	 	 By:	 
	 	 	Name:
Title:


 




    Exhibit II-2 


    	 



    

 


EXHIBIT JJ



CREFC® PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to:

Commercial Real Estate Finance Council, Inc.

900 7th Street, NW, Suite 820

Washington, DC 20001

Attn: President


 


or by wire transfer to:


 


Account Name: Commercial Real Estate Finance Council (CREFC®)

Bank Name: Chase

Bank Address: 80 Broadway, New York, NY 10005

Routing Number: 021000021

Account Number: 213597397


 




    Exhibit JJ-1 


    	 



    

 


EXHIBIT KK



FORM OF NOTICE OF ADDITIONAL

INDEBTEDNESS NOTIFICATION


 


VIA E-MAIL:


 


To: Wells Fargo Bank, National Association,
as Certificate Administrator; cts.cmbs.bond.admin@weilsfargo.com and trustadministratorgroup@wellsfargo.com


 


Ref: WFCM 2016-C37, Additional Debt Notice
for From 10-D


 


The following information is being furnished
to you for inclusion on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing Agreement


 


	Portfolio Name	Mortgage

    Loan	Position in Debt
    Stack	Additional Debt	OPB	OPB Date	Appraised Value	Appraised Value
    Date	Aggregate LTV	Aggregate NCF DSCR	Aggregate NCF DSCR
    Date	Primary Servicer	Master Servicer	Lead Servicer	Prospectus ID
	WFCM 2016-C37	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFCM 2016-C37	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFCM 2016-C37	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 



 



    Exhibit KK-1 


    	 



    

 


EXHIBIT LL



[RESERVED]


 




    Exhibit LL-1 


    	 



    

 


EXHIBIT MM


 


ADDITIONAL DISCLOSURE NOTIFICATION
(ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:

             CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) WFCM 2016-C37—SEC REPORT PROCESSING

Email: cts.sec.notifications@wellsfargo.com


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section 11.04 of the
Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor
and as Asset Representations Reviewer, the undersigned, as [ ], hereby notifies you that certain events have come to our attention
that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


[With respect to the Collection Accounts
and REO Account balance information:


 


	Account Name	Beginning Balance as of MM/DD/YYYY	Ending Balance as of MM/DD/YYYY	 
	Master Servicer’s Collection Account	 	 	 
	REO Account	 	 	 


 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification
should be directed to [                 ], phone number: [                  ]; email address: [                  ].


 






    Exhibit MM-1 


    	 



    

 





	 	[NAME OF PARTY],

as [role]
	 	 
	 	 By:	 
	 	 	Name:
Title:


 


cc: Depositor


 




    Exhibit MM-2 


    	 



    

 


EXHIBIT NN


 


FORM OF NOTICE OF PURCHASE OF

CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells Fargo Bank, National Association

           as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services WFCM 2016-C37


 


Wells Fargo Bank, National Association

           as Master Servicer

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C37 Asset Manager

Telecopy Number: (704) 715-0036


 


LNR Partners, LLC

           as Special Servicer

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon (WFCM 2016-C37)

Facsimile No.: (305) 695-5601


Email: tnealon@lnrproperty.com


 


Trimont Real Estate Advisors, LLC

           as Operating Advisor

One Alliance Center

3500 Lenox Road, Suite G1

Atlanta, Georgia 30326

Attention: Operating Advisor

Facsimile No.: (404) 420-5610

Email: operatingadvisor@trimontrea.com


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates,
Series 2016-C37 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and
Servicing Agreement”), dated as of December 1, 2016, by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National



 






    Exhibit NN-1 


    	 



    

 


	 	 	Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Trimont Real Estate Advisors, LLC,
as Operating Advisor and as Asset Representations Reviewer



 


This letter is delivered to you, pursuant
to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:



 





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Contact Info: [Tel/Email]	 



 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator, that we are purchasing a majority
interest in the Class [__] Certificates, and that we are not affiliated with the Transferor. To the extent that any Control Termination
Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__] Certificateholder of its rights under
the Pooling and Servicing Agreement, we hereby request that you reinstate such rights and post a “special notice” on
your website to the following effect:



 


“A Consultation Termination
Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of
the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 





	 	Very truly yours,
	 	 
	 	 	(Transferee)
	 	 	 
	 	 By:	 
	 	 	Name:
Title:


 




    Exhibit NN-2 


    	 



    

 


EXHIBIT OO


 


FORM OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby
issuing the following Asset Review Report.


 


		1.	As described in the detailed scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the Pooling and Servicing Agreement and our conclusion
is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test
failure shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material
Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition,
the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this report to
the persons listed above, will not be required to take or participate in any other or further action with respect to the aforementioned
Asset Review Report.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the Pooling and Servicing Agreement.



 





 



 


1 This
report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 


 






    Exhibit OO-1 


    	 



    

 





	 	TRIMONT REAL ESTATE ADVISORS, LLC,

as Asset Representations Reviewer
	 	 
	 	 By:	 
	 	 	Name:
Title:


 






    Exhibit OO-2 


    	 



    

 


Exhibit A


 


Detailed Scorecard

[Template Example Below]


 


	
        Test failures

	Loan #	Loan Name	R&W #	R&W Name	Test #	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	44	Lease Estoppels	44c	[Insert Test Description]	[Insert Test findings]
	32	Due on Sale or Encumbrance	32b	 	 



 



    Exhibit OO-3 


    	 



    

 


EXHIBIT PP


 


FORM OF ASSET REVIEW REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby
issuing the following Asset Review Report Summary.


 


		1.	As described in the summary scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement
and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent
Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test
failure shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material
Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition,
the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this Asset Review
Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect
to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the Pooling and Servicing Agreement.



 





 



 


1 This
report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 






    Exhibit PP-1 


    	 



    

 





	 	TRIMONT REAL ESTATE ADVISORS, LLC,

 as Asset Representations Reviewer
	 	 
	 	 By: 	 
	 	 	Name:
Title:


 




    Exhibit PP-2 


    	 



    

 


Exhibit A


 


Summary Scorecard

[Template Example Below]


 


	
        Test failures

	Loan #	Loan Name	Mortgage Loan Seller	Representations and Warranty #	Representation and Warranty Name
	[Insert Loan #]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws
	31	Single-Purpose Entity



 



    Exhibit PP-3 


    	 



    

 


EXHIBIT QQ


 


ASSET REVIEW PROCEDURES [TO BE CONFIRMED
BY TRIMONT]


 


In the event of any conflict between this
Exhibit QQ and the terms of the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall control and govern the
Asset Representation Reviewer’s responsibilities and duties with respect to the Asset Reviews.


 


Call for Review and Collection and Inventory
of Review Materials


 


Step
1                     Asset Representations Reviewer (“ARR”) receives the following items before beginning its review:


 


		●	CREFC® Delinquent Loan Status Report



 


		●	Notice of Asset Review Trigger (with attachments)



 


		●	Notice of Asset Review Vote Election



 


		●	Notice of Affirmative Asset Review Vote



 


		●	Asset Review Notice



 


		●	List of all Subject Loans



 


		●	Review Materials for each Subject Loan via Secure Data
Room access, including the Diligence File



 


		●	Any Unsolicited Information (if applicable)



 


Step
2              
     For each Subject Loan, ARR inventories all Review Materials to which ARR is provided
access in the Secure Data Room to determine what, if any, Review Materials for such Subject Loan are missing, using the list
of documents provided in the definition of “Mortgage File” of this Agreement, any comparable lists included in
the related Mortgage Loan Purchase Agreement, and any closing checklist from the origination of such Subject Loan, to guide
its review and determination.


 


Step
3                    If ARR determines that the information made available to it in the Secure Data Room with respect to any Subject
Loan is missing any documents required to complete an Asset Review of such Subject Loan, ARR prepares list of such missing documents
and (i) notifies the Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially
Serviced Loans) of such missing documents, and requests that the Master






    Exhibit QQ-1 


    	 



    

 


Servicer
or the Special Servicer, as the case may be, deliver to the ARR such missing document(s) to the extent in its possession and (ii)
in the event any missing documents are not provided by the Master Servicer or the Special Servicer, as the case may be, the ARR
shall request such documents from the related Mortgage Loan Seller.


 


Analysis
and Testing of Representations and Warranties


 


Step
4                   For each Subject Loan for which ARR has received all Review Materials required to complete an Asset Review of
such Subject Loan, ARR tests such Subject Loan for compliance with each representation and warranty made by the related Mortgage
Loan Seller with respect to such Subject Loan as follows:


 


		■	ARR reviews each representation and warranty and each
item included in the Review Materials applicable or related to such representation or warranty to determine whether there is any
evidence that such representation or warranty was not true when made by the related Mortgage Loan Seller.



 


		■	For each representation and warranty, ARR lists



 


		●	all items from the Review Materials reviewed or used in its testing of such representation and warranty;



 


		●	whether ARR has determined that there is any evidence that such representation or warranty was not true when made by the related
Mortgage Loan Seller; and



 


		○	if so, stating the aspect of the applicable representation or warranty that does not appear to have been true when made by
the related Mortgage Loan Seller and ARR’s basis for its conclusion;



 


		○	completing the Asset Review Report by setting forth, for each Subject Loan, the information contemplated herein with respect
to each representation and warranty.



 


		●	ARR will not attempt (and has no obligation) to determine the materiality of any potential breach of a representation or warranty
that it discovers evidence of during its review as contemplated herein.



 




    Exhibit QQ-2 


    	 



    

 


EXHIBIT RR


 


FORM OF CERTIFICATION TO CERTIFICATE
ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services - WFCM 2016-C37

Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series
2016-C37



 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of December
1, 2016 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc.,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Trimont Real Estate Advisors,
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is [an authorized representative of the Asset Representations Reviewer][an authorized representative of the
Depositor][a designee of the Depositor].



 


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data Room is being granted to it solely for purposes
of the undersigned carrying out its obligations under the Pooling and Servicing Agreement (b) it will not disseminate or otherwise
make information contained on the Secure Data Room available to any other person except in accordance with the Pooling and Servicing
Agreement or otherwise with the written consent of the Depositor and (c) it will only access information relating to the Mortgage
Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the undersigned is deemed to have recertified that
the representations above remains true and correct.



 




    Exhibit RR-1 


    	 



    

 


		4.	[The undersigned is not a Certificateholder, a beneficial
owner or a prospective purchaser of any Certificate.]*



 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 


	 	[NAME OF PARTY],

as [role] 
	 	 
	 	 By:	 
	 	 	Name:
Title:





  


Dated: _______


 


[Wells Fargo Commercial Mortgage Securities, Inc.,

as Depositor]*


 


	 By:	 	 
	 	[Name]

[Title]	 


 


 



*       Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the
Secure Data Room.


 




    Exhibit RR-2 


    	 



    

 


EXHIBIT SS


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


	 	 
	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C37 Asset Manager	
        Trimont Real Estate Advisors, LLC

One Alliance Center

3500 Lenox Road, Suite G1

Atlanta, Georgia 30326 

        Attention: Operating Advisor

Facsimile No.: (404) 420-5610

Email: operatingadvisor@trimontrea.com

	 	 
	
        LNR Partners, LLC 

        1601 Washington Avenue, Suite 700

Miami
Beach, Florida 33139

Attention: Thomas F. Nealon (WFCM 2016-C37)

Facsimile No.: (305) 695-5601

        Email: tnealon@lnrproperty.com

         
	 


		Attention:	Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series
2016-C37



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


		1.	_____ An additional Mortgage Loan has become a Delinquent Loan.



 


		2.	_____ A Mortgage Loan has ceased to be a Delinquent Loan.



 


		3.	_____ An Asset Review Trigger has ceased to exist.



 


(check all that apply)


 






    Exhibit SS-1 


    	 



    

 


Capitalized terms
used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement. 





 





	 	Wells Fargo Bank, National
Association, as Certificate Administrator for the Holders of the Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage
Pass-Through Certificates, Series 2016-C37 
	 	 
	 	 By:	 
	 	 	[Name]
[Title]


 




    Exhibit SS-2 


    	 



    

 


SCHEDULE 1


 


MORTGAGE LOANS WITH ADDITIONAL DEBT


 


		1.	Hilton Hawaiian Village Mortgage Loan



 


		2.	Quantum Park Mortgage Loan



 


		3.	Walmart Shadow Anchored Portfolio Mortgage Loan



 


		4.	Potomac Mills Mortgage Loan



 


		5.	1140 Avenue of the Americas Mortgage Loan



 


		6.	Fremaux Town Center Mortgage Loan



 


		7.	Midwest Industrial Portfolio Mortgage Loan



 


		8.	80 Park Plaza Mortgage Loan



 


		9.	Redwood MHC Portfolio Mortgage Loan



 


		10.	DoubleTree by Hilton Tempe Mortgage Loan



 




    Schedule 1-1 


    	 



    

 


SCHEDULE 2


 


CLASS A-SB PLANNED PRINCIPAL BALANCE
SCHEDULE


 


	Distribution
        Date
	 	Class
        A-SB Planned Principal Balance ($)

	January 2017	 	47,561,000.00
	February 2017	 	47,561,000.00
	March 2017	 	47,561,000.00
	April 2017	 	47,561,000.00
	May 2017	 	47,561,000.00
	June 2017	 	47,561,000.00
	July 2017	 	47,561,000.00
	August 2017	 	47,561,000.00
	September 2017	 	47,561,000.00
	October 2017	 	47,561,000.00
	November 2017	 	47,561,000.00
	December 2017	 	47,561,000.00
	January 2018	 	47,561,000.00
	February 2018	 	47,561,000.00
	March 2018	 	47,561,000.00
	April 2018	 	47,561,000.00
	May 2018	 	47,561,000.00
	June 2018	 	47,561,000.00
	July 2018	 	47,561,000.00
	August 2018	 	47,561,000.00
	September 2018	 	47,561,000.00
	October 2018	 	47,561,000.00
	November 2018	 	47,561,000.00
	December 2018	 	47,561,000.00
	January 2019	 	47,561,000.00
	February 2019	 	47,561,000.00
	March 2019	 	47,561,000.00
	April 2019	 	47,561,000.00
	May 2019	 	47,561,000.00
	June 2019	 	47,561,000.00
	July 2019	 	47,561,000.00
	August 2019	 	47,561,000.00
	September 2019	 	47,561,000.00
	October 2019	 	47,561,000.00
	November 2019	 	47,561,000.00
	December 2019	 	47,561,000.00
	January 2020	 	47,561,000.00
	February 2020	 	47,561,000.00
	March 2020	 	47,561,000.00
	April 2020	 	47,561,000.00
	May 2020	 	47,561,000.00
	June 2020	 	47,561,000.00
	July 2020	 	47,561,000.00
	August 2020	 	47,561,000.00
	September 2020	 	47,561,000.00
	October 2020	 	47,561,000.00
	November 2020	 	47,561,000.00
	December 2020	 	47,561,000.00
	January 2021	 	47,561,000.00
	February 2021	 	47,561,000.00
	March 2021	 	47,561,000.00
	April 2021	 	47,561,000.00
	May 2021	 	47,561,000.00
	June 2021	 	47,561,000.00
	July 2021	 	47,561,000.00
	August 2021	 	47,561,000.00
	September 2021	 	47,561,000.00
	October 2021	 	47,561,000.00
	November 2021	 	47,561,000.00
	December 2021	 	47,560,006.07
	January 2022	 	46,758,741.01
	February 2022	 	45,954,268.33





	Distribution
        Date
	 	Class
        A-SB Planned Principal Balance ($)

	March 2022	 	44,958,866.74
	April 2022	 	44,147,175.21
	May 2022	 	43,269,898.23
	June 2022	 	42,451,439.97
	July 2022	 	41,567,588.03
	August 2022	 	40,742,309.05
	September 2022	 	39,913,725.26
	October 2022	 	39,020,034.78
	November 2022	 	38,184,549.50
	December 2022	 	37,284,153.13
	January 2023	 	36,441,711.28
	February 2023	 	35,595,895.17
	March 2023	 	34,563,000.00
	April 2023	 	33,709,645.99
	May 2023	 	32,791,887.28
	June 2023	 	31,931,434.05
	July 2023	 	31,006,777.33
	August 2023	 	30,139,168.24
	September 2023	 	29,268,082.98
	October 2023	 	28,333,095.55
	November 2023	 	27,453,948.32
	December 2023	 	26,567,121.28
	January 2024	 	25,733,090.38
	February 2024	 	24,895,725.86
	March 2024	 	23,942,984.99
	April 2024	 	23,098,457.06
	May 2024	 	22,194,770.47
	June 2024	 	21,343,249.89
	July 2024	 	20,432,768.86
	August 2024	 	19,574,199.90
	September 2024	 	18,712,198.14
	October 2024	 	17,791,533.03
	November 2024	 	16,922,399.37
	December 2024	 	15,994,804.53
	January 2025	 	15,118,482.13
	February 2025	 	14,238,655.16
	March 2025	 	13,191,391.45
	April 2025	 	12,303,845.92
	May 2025	 	11,358,361.09
	June 2025	 	10,463,480.00
	July 2025	 	9,510,867.54
	August 2025	 	8,608,592.42
	September 2025	 	7,702,707.77
	October 2025	 	6,739,403.63
	November 2025	 	5,826,037.22
	December 2025	 	4,855,463.38
	January 2026	 	3,934,555.54
	February 2026	 	3,009,962.83
	March 2026	 	1,922,102.00
	April 2026	 	   989,445.48
	May 2026	 	         128.26
	June 2026 and thereafter	 	             0.00










 



    Schedule 2-1 


    	 



    

 


SCHEDULE 3


 


MORTGAGE LOANS WITH EARNOUT, OR PERFORMANCE
ESCROWS OR RESERVES EXCEEDING 10% OF THE INITIAL PRINCIPAL BALANCE


 


	Mortgage Loan No.	Mortgage Loan Name	Applicable Escrow or Reserve

(Initial Amount)
	9	Hampton Inn Tropicana	PIP Reserve

($7,935,000)
	12	The Lodge & Waterfall Park Apartments Portfolio	Planned Renovation Funds

($3,170,000)
	18	The Grove at Plymouth-Mass	Future Lease Reserve Funds ($1,100,000)
	44	Palo Verde Square	Performance Funds

($525,000)
	48	La Mirage Shopping Center	Holdback

($336,000)



 






    Schedule 3-1