Exhibit 4.1


 



EXECUTED VERSION





	 






 


WELLS FARGO COMMERCIAL MORTGAGE SECURITIES,
INC., as Depositor,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer,


 


MIDLAND LOAN SERVICES, A DIVISION OF PNC
BANK, NATIONAL ASSOCIATION,

as Special Servicer,


 


TRIMONT REAL ESTATE ADVISORS, LLC,

as Trust Advisor,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator, as Tax Administrator and as Custodian,


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee


 





 



 


POOLING AND SERVICING AGREEMENT

Dated as of November 1, 2015 


 





 





 


$988,481,380


 


Aggregate Initial Certificate Principal
Balance 


 





 





 


Commercial Mortgage Pass-Through Certificates

Series 2015-C31 





	 


 






    	 



    	 



    




 


TABLE OF CONTENTS


 




	 		Page
	Article I DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES; CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL	 	7
	Section 1.01          Defined Terms	 	7
	Section 1.02          General Interpretive Principles	 	110
	Section 1.03          Certain Calculations in Respect of the Mortgage Pool	 	110
	Section 1.04          Cross-Collateralized Mortgage Loans	 	115
	Section 1.05          Incorporation of Preliminary Statement	 	115
	Article II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL ISSUANCE OF REMIC I REGULAR INTERESTS, REMIC II REGULAR INTERESTS, REMIC III COMPONENTS, REMIC I RESIDUAL INTEREST, REMIC II RESIDUAL INTEREST, REMIC III RESIDUAL INTEREST AND CERTIFICATES	 	115
	Section 2.01          Conveyance of Mortgage Loans	 	115
	Section 2.02          Acceptance of Mortgage Loans by Trustee	 	121
	Section 2.03          Certain Repurchases and Substitutions of Mortgage Loans by the Responsible Repurchase Parties	 	124
	Section 2.04          Representations and Warranties of the Depositor	 	132
	Section 2.05          Representations and Warranties of the Master Servicer	 	134
	Section 2.06          Representations and Warranties of the Special Servicer	 	136
	Section 2.07          Representations and Warranties of the Trust Advisor	 	138
	Section 2.08          Representations and Warranties of the Certificate Administrator	 	139
	Section 2.09          Representations and Warranties of the Tax Administrator	 	141
	Section 2.10          Representations, Warranties and Covenants of the Trustee	 	142
	Section 2.11          Creation of REMIC I; Issuance of the REMIC I Regular Interests and the REMIC I Residual Interest; Certain Matters Involving REMIC I	 	144
	Section 2.12          Conveyance of the REMIC I Regular Interests; Acceptance of the REMIC I Regular Interests by Trustee	 	147
	Section 2.13          Creation of REMIC II; Issuance of the REMIC II Regular Interests and the REMIC II Residual Interest; Certain Matters Involving REMIC II	 	147
	Section 2.14          Conveyance of the REMIC II Regular Interests; Acceptance of the REMIC II Regular Interests by Trustee	 	149
	Section 2.15          Creation of REMIC III; Issuance of the Regular Certificates, the Class A-S Regular Interest, the Class B Regular Interest, the Class C Regular Interest, the REMIC III Components and the REMIC III Residual Interest; Certain Matters Involving REMIC III and the Class A-S, Class B, Class C and Class PEX Certificates	 	149



 





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	 	 	Page
	 	 	 
	Section 2.16          Issuance of the Class R Certificates	 	152
	Section 2.17          Grantor Trust Pool; Issuance of the Class A-S, Class B, Class C and Class PEX Certificates	 	152
	Article III ADMINISTRATION AND SERVICING OF THE TRUST FUND	 	153
	Section 3.01          General Provisions	 	153
	Section 3.02          Collection of Mortgage Loan Payments	 	160
	Section 3.03          Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts	 	161
	Section 3.04          Collection Account, Distribution Account, Interest Reserve Account, Excess Liquidation Proceeds Account, Serviced Pari Passu Companion Loan Custodial Account and Loss of Value Reserve Fund	 	165
	Section 3.05          Permitted Withdrawals From the Collection Account, the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account	 	172
	Section 3.06          Investment of Funds in the Accounts	 	189
	Section 3.07          Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	191
	Section 3.08          Enforcement of Alienation Clauses	 	197
	Section 3.09          Realization Upon Defaulted Serviced Mortgage Loans	 	201
	Section 3.10          Trustee to Cooperate; Release of Mortgage Files	 	205
	Section 3.11          Master Servicing and Special Servicing Compensation; Interest on and Reimbursement of Servicing Advances; Payment of Certain Expenses; Obligations of the Trustee Regarding Back-up Servicing Advances	 	207
	Section 3.12          Property Inspections; Collection of Financial Statements	 	222
	Section 3.13          [Reserved].	 	223
	Section 3.14          [Reserved].	 	224
	Section 3.15          Access to Information	 	224
	Section 3.16          Title to Administered REO Property; REO Account	 	225
	Section 3.17          Management of Administered REO Property	 	228
	Section 3.18          Sale of Defaulted Mortgage Loans and Administered REO Properties; Sale of the Non-Trust-Serviced Pooled Mortgage Loans	 	231
	Section 3.19          Additional Obligations of Master Servicer and Special Servicer	 	239
	Section 3.20          Modifications, Waivers, Amendments and Consents	 	246
	Section 3.21          Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping	 	255
	Section 3.22          Sub-Servicing Agreements	 	257
	Section 3.23          Subordinate Class Representative	 	261



 






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	 	 	Page 
	 	 	 
	Section 3.24          Asset Status Reports and Certain Rights and Powers of the Subordinate Class Representative	 	264
	Section 3.25          Application of Default Charges	 	272
	Section 3.26          Certain Matters Regarding the Serviced Loan Combinations	 	274
	Section 3.27          Rating Agency Confirmations; Communications with Rating Agencies	 	279
	Section 3.28          The Trust Advisor	 	283
	Section 3.29          Delivery of Excluded Information to the Certificate Administrator	 	295
	Section 3.30          General Acknowledgement Regarding Non-Serviced Companion Loan Holders	 	295
	Section 3.31          Matters Regarding the Non-Trust-Serviced Pooled Mortgage Loans	 	295
	Section 3.32          Litigation Control	 	296
	Article IV PAYMENTS TO CERTIFICATEHOLDERS	 	298
	Section 4.01          Distributions	 	298
	Section 4.02          Distribution Date Statements; Servicer Reporting	 	310
	Section 4.03          P&I Advances	 	320
	Section 4.04          Allocation of Realized Losses and Additional Trust Fund Expenses	 	324
	Section 4.05          Allocation of Certain Trust Advisor Expenses	 	326
	Section 4.06          Calculations	 	328
	Article V THE CERTIFICATES	 	329
	Section 5.01          The Certificates	 	329
	Section 5.02          Registration of Transfer and Exchange of Certificates	 	329
	Section 5.03          Book-Entry Certificates	 	338
	Section 5.04          Mutilated, Destroyed, Lost or Stolen Certificates	 	340
	Section 5.05          Persons Deemed Owners	 	340
	Section 5.06          Certification by Certificate Owners	 	340
	Section 5.07          Appointment of Authenticating Agents	 	341
	Section 5.08          [Reserved]	 	342
	Section 5.09          Exchanges of Exchangeable Certificates	 	342
	Article VI THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE TRUST ADVISOR	 	343
	Section 6.01          Liability of the Depositor, the Master Servicer, the Special Servicer and the Trust Advisor	 	343
	Section 6.02          Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Trust Advisor or the Special Servicer	 	343
	Section 6.03          Limitation on Liability of the Depositor, the Trust Advisor, the Master Servicer and the Special Servicer	 	344
	Section 6.04          Resignation of the Master Servicer or the Special Servicer	 	347



 






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	 	 	Page
	 	 	 
	Section 6.05          Replacement of Special Servicer	 	349
	Section 6.06          Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer	 	355
	Section 6.07          Master Servicer and Special Servicer May Own Certificates	 	356
	Article VII SERVICER TERMINATION EVENTS	 	357
	Section 7.01          Servicer Termination Event	 	357
	Section 7.02          Trustee To Act; Appointment of Successor	 	363
	Section 7.03          Notification to Certificateholders	 	364
	Section 7.04          Waiver of Servicer Termination Event	 	365
	Section 7.05          Additional Remedies of Trustee Upon Servicer Termination Event	 	365
	Article VIII THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR AND THE TAX ADMINISTRATOR	 	366
	Section 8.01          Duties of the Trustee, the Certificate Administrator and the Tax Administrator	 	366
	Section 8.02          Certain Matters Affecting the Trustee, the Certificate Administrator and the Tax Administrator	 	369
	Section 8.03          The Trustee, the Certificate Administrator and the Tax Administrator not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	371
	Section 8.04          The Trustee, the Certificate Administrator and the Tax Administrator May Own Certificates	 	372
	Section 8.05          Fees and Expenses of the Trustee, the Certificate Administrator and the Tax Administrator; Indemnification of and by the Trustee, the Certificate Administrator and the Tax Administrator	 	372
	Section 8.06          Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator	 	375
	Section 8.07          Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator	 	375
	Section 8.08          Successor Trustee, Certificate Administrator and Tax Administrator	 	378
	Section 8.09          Merger or Consolidation of the Trustee, the Certificate Administrator or the Tax Administrator	 	379
	Section 8.10          Appointment of Co-Trustee or Separate Trustee	 	379
	Section 8.11          Appointment of Custodian	 	380
	Section 8.12          Access to Certain Information	 	381
	Section 8.13          Cooperation Under Applicable Banking Law	 	391
	Article IX TERMINATION	 	391
	Section 9.01          Termination Upon Repurchase or Liquidation of All Mortgage Loans	 	391



  



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(Continued)


 


	 	 	Page
	 	 	 
	Section 9.02          Additional Termination Requirements	 	394
	Article X ADDITIONAL TAX PROVISIONS	 	395
	Section 10.01          REMIC Administration	 	395
	Section 10.02          Grantor Trust Administration	 	398
	Section 10.03          The Depositor, the Master Servicer, the Special Servicer and the Trustee to Cooperate with the Tax Administrator	 	401
	Article XI EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE	 	402
	Section 11.01          Intent of the Parties; Reasonableness	 	402
	Section 11.02          Notification Requirements and Deliveries in Connection with Securitization of a Serviced Pari Passu Companion Loan	 	403
	Section 11.03          Sub-Servicers; Subcontractors and Agents	 	404
	Section 11.04          Information to be Provided by the Master Servicer and the Special Servicer	 	405
	Section 11.05          Information to be Provided by the Trustee	 	406
	Section 11.06          Filing Obligations	 	406
	Section 11.07          Form 10-D Filings	 	407
	Section 11.08          Form 10-K Filings	 	409
	Section 11.09          Sarbanes-Oxley Certification	 	412
	Section 11.10          Form 8-K Filings	 	413
	Section 11.11          Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports	 	415
	Section 11.12          Annual Compliance Statements	 	416
	Section 11.13          Annual Reports on Assessment of Compliance with Servicing Criteria	 	417
	Section 11.14          Annual Independent Public Accountants’ Servicing Report	 	419
	Section 11.15          Exchange Act Reporting Indemnification	 	420
	Section 11.16          Amendments	 	423
	Section 11.17          Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods	 	423
	Section 11.18          Termination of the Certificate Administrator	 	424
	Article XII MISCELLANEOUS PROVISIONS	 	425
	Section 12.01          Amendment	 	425
	Section 12.02          Recordation of Agreement; Counterparts	 	428
	Section 12.03          Limitation on Rights of Certificateholders	 	428
	Section 12.04          Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury	 	429
	Section 12.05          Notices	 	429
	Section 12.06          Communications by Electronic Mail	 	431



 






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	 	 	Page
	 	 	 
	Section 12.07          Severability of Provisions	 	431
	Section 12.08          Successors and Assigns; Beneficiaries	 	431
	Section 12.09          Article and Section Headings	 	432
	Section 12.10          Notices to Subordinate Class Representative	 	432
	Section 12.11          Complete Agreement	 	432
	Section 12.12          Precautionary Trust Indenture Act Provisions	 	432





 






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(Continued)


 





	EXHIBITS	 
	 	 
	EXHIBIT A-1	Form of Certificates (other than Class R Certificates)
	EXHIBIT A-2	Form of Class R Certificates
	EXHIBIT B	Letter of Representations Between Issuer and Initial Depository
	EXHIBIT C-1A	Form of Transferor Certificate (For Use in Connection With Transfers of Non-Registered Certificates to Non-QIB Accredited Investors)
	EXHIBIT C-1B	Form of Transferee Certificate (For Use in Connection with Transfers of Non-Registered Certificates to Non-QIB Accredited Investors)
	EXHIBIT C-2A	Form of Transferor Certificate (For Use in Connection with Transfers of Non-Registered Certificates to QIBs)
	EXHIBIT C-2B	Form of Transferee Certificate (For Use in Connection with Transfers of Non-Registered Certificates to QIBs)
	EXHIBIT C-3A	Form of Transferor Certificate (For Use in Connection with Transfers of Non-Registered Certificates Under Regulation S)
	EXHIBIT C-3B	Form of Transferee Certificate (For Use in Connection with Transfers of Non-Registered Certificates Under Regulation S)
	EXHIBIT D-1	Form of Transferee Certificate in Connection with ERISA (Non-Investment Grade Certificates Held in Physical Form)
	EXHIBIT D-2	Form of Transferee Certificate in Connection with ERISA (Certificates Held in Book-Entry Form)
	EXHIBIT E-1	Form of Transfer Affidavit and Agreement for Transfers of Class R Certificates
	EXHIBIT E-2	Form of Transferor Certificate for Transfers of Class R Certificates
	EXHIBIT F-1	Form of Master Servicer Request for Release
	EXHIBIT F-2	Form of Special Servicer Request for Release
	EXHIBIT F-3A	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	EXHIBIT F-3B	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	EXHIBIT G-1	Form of Distribution Date Statement
	EXHIBIT G-2	Minimum Information for Distribution Date Statement
	EXHIBIT H	Form of Serviced Pari Passu Companion Loan Holder Certification
	EXHIBIT I-1	Form of Notice and Acknowledgment Concerning Replacement of Special Servicer
	EXHIBIT I-2	Form of Acknowledgment of Proposed Special Servicer
	EXHIBIT J	Form of UCC-1 Financing Statement
	EXHIBIT K-1A	Form of Investor Certification for Non-Borrower Parties (for Persons other than the Subordinate Class Representative and/or a Subordinate Class Certificateholder)
	EXHIBIT K-1B	Form of Investor Certification for Non-Borrower Parties (for the Subordinate Class Representative and/or a Subordinate Class Certificateholder)







 






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	EXHIBIT K-2A	Form of Investor Certification for Borrower Parties (for Persons other than the Subordinate Class Representative and/or a Subordinate Class Certificateholder)
	EXHIBIT K-2B	Form of Investor Certification for Borrower Parties (for the Subordinate Class Representative and/or a Subordinate Class Certificateholder)
	EXHIBIT K-3A	Form of Notice of [Excluded Holder][Excluded Controlling Class Holder]
	EXHIBIT K-3B	Form of Notice of [Excluded Holder][Excluded Controlling Class Holder] to Certificate Administrator
	EXHIBIT K-4	Form of Investor Confidentiality Agreement
	EXHIBIT K-5	Form of Notice of Mezzanine Collateral Foreclosure
	EXHIBIT L	Form of Power of Attorney by Trustee for Master Servicer and Special Servicer
	EXHIBIT M	Form of Final Certification of Custodian
	EXHIBIT N	Form of Defeasance Certification
	EXHIBIT O-1	Form of Trust Advisor Annual Report (Subordinate Control Period)
	EXHIBIT O-2	Form of Trust Advisor Annual Report (Collective Consultation Period and Senior Consultation Period)
	EXHIBIT O-3	Form of Notice from Trust Advisor Recommending Replacement of Special Servicer
	EXHIBIT P	Form of NRSRO Certification
	EXHIBIT Q	Form of Online Vendor Certification
	EXHIBIT R	Additional Disclosure Notification
	EXHIBIT S-1	Form of Trustee Backup Certification
	EXHIBIT S-2	Form of Custodian Backup Certification
	EXHIBIT S-3	Form of Certificate Administrator Backup Certification
	EXHIBIT S-4	Form of Master Servicer Backup Certification
	EXHIBIT S-5	Form of Special Servicer Backup Certification
	EXHIBIT S-6	Form of Trust Advisor Backup Certification
	EXHIBIT T	Form of Sarbanes-Oxley Certification
	EXHIBIT U	Form of Outside Master Servicer Notice
	EXHIBIT V	[Reserved]
	EXHIBIT W	[Reserved]
	EXHIBIT X	Form of Notice of Exchange of Exchangeable Certificates




 





	SCHEDULES	 
	 	 
	SCHEDULE I	Mortgage Loan Schedule
	SCHEDULE II	Schedule of Exceptions to Mortgage File Delivery (under Section 2.02(a))
	SCHEDULE III	Servicing Criteria to be Addressed in Assessment of Compliance
	SCHEDULE IV	Designated Sub-Servicers
	SCHEDULE V	Additional Form 10-D Disclosure
	SCHEDULE VI	Additional Form 10-K Disclosure
	SCHEDULE VII	Form 8-K Disclosure Information
	SCHEDULE VIII	Initial NOI Information for Significant Obligors







 






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	SCHEDULE IX	Schedule of Initial Serviced Pari Passu Companion Loan Holders
	SCHEDULE X	Class A-SB Planned Principal Balance Schedule
	SCHEDULE XI	Designated Escrow/Reserve Mortgage Loans




 






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This Pooling and Servicing
Agreement (this “Agreement”), is dated and effective as of November 1, 2015, among WELLS FARGO COMMERCIAL MORTGAGE
SECURITIES, INC., as Depositor, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer, MIDLAND LOAN SERVICES, A DIVISION OF
PNC BANK, NATIONAL ASSOCIATION, as Special Servicer, TRIMONT REAL ESTATE ADVISORS, LLC, as Trust Advisor, WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Certificate Administrator, as Tax Administrator and as Custodian, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as
Trustee.


 


PRELIMINARY STATEMENT:


 


The Depositor intends
to sell Certificates, to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership
interest in the Trust to be created hereunder.


 


REMIC I


 


As provided herein,
the Tax Administrator will elect to treat the segregated pool of assets consisting of the Mortgage Loans (exclusive of certain
amounts payable thereon) and certain other assets as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC I”. The Class R Certificates will evidence ownership of (among other things)
the sole class of “residual interests” in REMIC I for purposes of the REMIC Provisions. The Latest Possible Maturity
Date for each REMIC I Regular Interest is the date that is the Rated Final Distribution Date. None of the REMIC I Regular
Interests will be certificated.


 


REMIC II


 


As provided herein,
the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II”. The Class R
Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC II
for purposes of the REMIC Provisions. The following table sets forth the designation, the REMIC II Remittance Rate and the
initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for
each REMIC II Regular Interest is the date that is the Rated Final Distribution Date. None of the REMIC II Regular Interests
will be certificated.


 






    	 



    	 



    

 


	Designation
	 	REMIC II Remittance Rate 
	 	Initial Uncertificated 

Principal Balance 

	 	A-1	 	 	Variable(1)	 	$	38,222,000	 
	 	A-2	 	 	Variable(1)	 	$	20,290,000	 
	 	A-3	 	 	Variable(1)	 	$	200,000,000	 
	 	A-4	 	 	Variable(1)	 	$	366,122,000	 
	 	A-SB	 	 	Variable(1)	 	$	67,302,000	 
	 	A-S	 	 	Variable(1)	 	$	49,425,000	 
	 	B	 	 	Variable(1)	 	$	60,544,000	 
	 	C	 	 	Variable(1)	 	$	46,953,000	 
	 	D	 	 	Variable(1)	 	$	56,838,000	 
	 	E	 	 	Variable(1)	 	$	24,712,000	 
	 	F	 	 	Variable(1)	 	$	11,120,000	 
	 	G	 	 	Variable(1)	 	$	46,953,380	 



 





 






		(1)	The
                                         REMIC II Remittance Rate for each REMIC II Regular Interest shall be a variable
                                         rate per annum calculated in accordance with the definition of “REMIC II
                                         Remittance Rate”.



 


REMIC III


 


As provided herein,
the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a
REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The
Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class D, Class E, Class F and Class G
Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest will evidence
ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B and Class X-D
Certificates will evidence ownership of six (6), one (1) and one (1) classes of “regular interests” in REMIC III,
respectively, all as described herein. The Class A-S Certificates and Class A-S-PEX Component will each evidence ownership
of a specified portion from time to time of the Class A-S Regular Interest. The Class B Certificates and Class B-PEX
Component will each evidence ownership of a specified portion from time to time of the Class B Regular Interest. The Class C
Certificates and Class C-PEX Component will each evidence ownership of a specified portion from time to time of the Class C
Regular Interest. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual
interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular
Certificates (other than the Interest Only Certificates), the Class A-S Regular Interest, the Class B Regular Interest,
the Class C Regular Interest and the REMIC III Components is the date that is the Rated Final Distribution Date.


 


Designations of the REMIC III
Components


 


The REMIC III
Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading
“REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II
Regular Interests”. The REMIC III Component of the Class X-B Certificates is hereby irrevocably assigned the alphanumeric
designation under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears
under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates
is hereby irrevocably


 






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assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D
Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”.


 


Corresponding REMIC II
Regular Interests


 


The following table
irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates, Class PEX Component
and/or Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest and (ii) the REMIC III
Component of the Class X-A, Class X-B or Class X-D Certificates, in each case for which such REMIC II Regular
Interest constitutes a Corresponding REMIC II Regular Interest:


 


	
        REMIC II


Regular 

Interest 
	 	
        Class
of Certificates

 or REMIC III 

Regular Interest 
	 	
        REMIC III


Component 

of 

Class X-A 

Certificates 
	 	
        REMIC III


Component 

of

Class X-B 

Certificates 
	 	
        REMIC III


Component 

of 

Class X-D 

Certificates 

	A-1	 	A-1 Certificates	 	A-1-X-A	 	N/A	 	N/A
	A-2	 	A-2 Certificates	 	A-2-X-A	 	N/A	 	N/A
	A-3	 	A-3 Certificates	 	A-3-X-A	 	N/A	 	N/A
	A-4	 	A-4 Certificates	 	A-4-X-A	 	N/A	 	N/A
	A-SB	 	A-SB Certificates	 	A-SB-X-A	 	N/A	 	N/A
	A-S	 	A-S Certificates and A-S-PEX Component (collectively representing the Class A-S Regular Interest)	 	A-S-X-A	 	N/A	 	N/A
	B	 	B Certificates and B-PEX Component (collectively representing the Class B Regular Interest)	 	N/A	 	B-X-B	 	N/A
	C	 	C Certificates and C-PEX Component (collectively representing the Class C Regular Interest)	 	N/A	 	N/A	 	N/A
	D	 	D Certificates	 	N/A	 	N/A	 	D-X-D
	E	 	E Certificates	 	N/A	 	N/A	 	N/A
	F	 	F Certificates	 	N/A	 	N/A	 	N/A
	G	 	G Certificates	 	N/A	 	N/A	 	N/A





 


The Cut-off Date Pool
Balance will be $988,481,381. Each of (i) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular
Interests, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iii) the
initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates)
and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest will be $988,481,380.


 






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Class Designations
of the Certificates, the Class PEX Components and the Class A-S Regular Interest, Class B Regular Interest and Class C
Regular Interest.


 


The following table
irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates,
the Class PEX Components and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest.


 


	
        Class Designation 
	 	
        Pass-Through
Rate 
	 	Initial Class Principal 
 Balance 



	Class A-1	 	1.6790% per annum	 	$38,222,000	 
	Class A-2	 	2.3090% per annum	 	$20,290,000	 
	Class A-3	 	3.4270% per annum	 	$200,000,000	 
	Class A-4	 	3.6950% per annum	 	$366,122,000	 
	Class A-SB	 	3.4870% per annum	 	$67,302,000	 
	Class X-A	 	Variable(1)	 	(2)	 
	Class X-B	 	Variable(1)	 	(3)	 
	Class X-D	 	Variable(1)	 	(4)	 
	Class A-S(5)	 	4.0490% per annum	 	$49,425,000	 
	Class A-S-PEX Component(5)	 	4.0490% per annum	 	$0	 
	Class A-S Regular Interest(5)	 	4.0490% per annum	 	$49,425,000	 
	Class B(5)	 	Variable(1)	 	$60,544,000	 
	Class B-PEX Component(5)	 	Variable(1)	 	$0	 
	Class B Regular Interest(5)	 	Variable(1)	 	$60,544,000	 
	Class C(5)	 	Variable(1)	 	$46,953,000	 
	Class C-PEX Component(5)	 	Variable(1)	 	$0	 
	Class C Regular Interest(5)	 	Variable(1)	 	$46,953,000	 
	Class PEX(5)	 	(6)	 	$0	 
	Class D	 	3.8520% per annum	 	$56,838,000	 
	Class E	 	Variable(1)	 	$24,712,000	 
	Class F	 	Variable(1)	 	$11,120,000	 
	Class G	 	Variable(1)	 	$46,953,380	 
	Class R	 	None	 	None	 




 


 






		(1)	The
                                         respective Pass-Through Rates for the Interest Only Certificates and the Class B,
                                         Class C, Class E, Class F and Class G Certificates, the Class B-PEX and Class C-PEX
                                         Components and the Class B and Class C Regular Interests will, in the case of each
                                         of those Classes, be a variable rate per annum calculated in accordance with the
                                         definition of “Pass-Through Rate”.



 


		(2)	The
                                         Class X-A Certificates will not have a Class Principal Balance and will not entitle
                                         their Holders to receive distributions of principal. The Class X-A Certificates
                                         will evidence the ownership of six (6) REMIC regular interests, each corresponding
                                         to one of the components of the notional balance of the Class X-A Certificates.
                                         The Class X-A Certificates will have a Class Notional Amount which will be equal
                                         to the aggregate of the Component Notional Amounts of the REMIC III Components of
                                         such Class from time to time. As more specifically provided herein, interest in respect
                                         of such Class of Certificates will consist of the aggregate amount of interest accrued
                                         on the respective Component Notional Amounts of such Class’ REMIC III Components
                                         from time to time.



 


		(3)	The
                                         Class X-B Certificates will not have a Class Principal Balance and will not entitle
                                         their Holders to receive distributions of principal. The Class X-B Certificates
                                         will evidence the ownership of one (1) REMIC regular interest, corresponding to
                                         the component of the notional balance of the Class X-B Certificates. The Class X-B
                                         Certificates will have a Class Notional Amount which will be equal to the Component Notional
                                         Amount of the REMIC III Component of such Class from time to time. As more specifically
                                         provided herein, interest in respect of such Class of Certificates will consist of the
                                         amount of interest accrued on the Component Notional Amount of such Class’ REMIC III
                                         Component from time to time.



 






    	4



    	 



    




 


		(4)	The
                                         Class X-D Certificates will not have a Class Principal Balance and will not entitle
                                         their Holders to receive distributions of principal. The Class X-D Certificates
                                         will evidence the ownership of one (1) REMIC regular interest, corresponding to
                                         the component of the notional balance of the Class X-D Certificates. The Class X-D
                                         Certificates will have a Class Notional Amount which will be equal to the Component Notional
                                         Amount of the REMIC III Component of such Class from time to time. As more specifically
                                         provided herein, interest in respect of such Class of Certificates will consist of the
                                         amount of interest accrued on the Component Notional Amount of such Class’ REMIC III
                                         Component from time to time.



 


		(5)	The
                                         Class A-S, Class B and Class C Certificates are not regular interests
                                         in REMIC III but represent ownership of the Class A-S Percentage Interest,
                                         the Class B Percentage Interest and the Class C Percentage Interest, respectively,
                                         in the Class A-S Regular Interest, Class B Regular Interest and Class C
                                         Regular Interest, respectively. The Class A-S-PEX Component, Class B-PEX Component
                                         and Class C-PEX Component are not regular interests in REMIC III but represent
                                         ownership of the Class A-S-PEX Percentage Interest, the Class B-PEX Percentage
                                         Interest and the Class C-PEX Percentage Interest, respectively, in the Class A-S
                                         Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively.
                                         The Class PEX Certificates are not regular interests in REMIC III but represent
                                         ownership of the Class PEX Components.



 


		(6)	The
                                         Class PEX Certificates will not have a Pass-Through Rate but will be entitled to receive
                                         the sum of the interest distributable on the Class PEX Components.



 


Grantor Trust


 


The Class A-S,
Class B, Class C and Class PEX Certificates shall each represent undivided beneficial interests in the portion of the
Grantor Trust consisting of the assets set forth opposite such Class in the following table, in each case as described herein.
As provided herein, the Certificate Administrator shall not take any actions to cause the portions of the Trust Fund consisting
of the Grantor Trust to fail (i) to maintain its status as a “grantor trust” under federal income tax law and
(ii) to not be treated as part of any Trust REMIC Pool.


 


	
        Class Designation 
	 	
        Corresponding
Grantor Trust Assets

	Class A-S	 	Class A-S Specific Grantor Trust Assets
	Class B	 	Class B Specific Grantor Trust Assets
	Class C	 	Class C Specific Grantor Trust Assets
	Class PEX	 	Class PEX Specific Grantor Trust Assets


 


Split Loan Structures


 


The Mortgaged Property
that secures the Mortgage Loan identified as Loan No. 2 on the Mortgage Loan Schedule (the “Sheraton Lincoln Harbor
Hotel Mortgage Loan”) (which Mortgage Loan is evidenced by a promissory note designated as note A-1) also secures a companion
loan to the same Borrower, which consists of a promissory note designated note A-2 in the original principal balance of $20,000,000,
and which is pari passu in right of payment with the Sheraton Lincoln Harbor Hotel Mortgage Loan (the “Sheraton
Lincoln Harbor Hotel Pari Passu Companion Loan” and, collectively with the Sheraton Lincoln Harbor Hotel Mortgage Loan,
the “Sheraton Lincoln Harbor Hotel Loan Combination”). The Sheraton Lincoln Harbor Hotel Pari Passu Companion
Loan and all amounts attributable thereto will not be assets of the Trust Fund, the REMIC Pools or the Grantor Trust and will be
beneficially owned by the related Serviced Pari Passu Companion Loan Holder.


 


The Mortgaged Property
that secures the Mortgage Loan identified as Loan No. 3 on the Mortgage Loan Schedule (the “CityPlace I Mortgage
Loan”) (which Mortgage Loan is evidenced by a promissory note designated as note A-1) also secures a companion loan to
the same Borrower, which consists of a promissory note designated note A-2 in the original principal balance of $34,275,000, and
which is pari passu in right of payment with the CityPlace I Mortgage Loan (the “CityPlace I Pari Passu Companion
Loan” and, collectively with the CityPlace I Mortgage Loan, the “CityPlace I Loan Combination”). The
CityPlace I Pari Passu


 






    	5



    	 



    

 


Companion
Loan and all amounts attributable thereto will not be assets of the Trust Fund, the REMIC Pools or the Grantor Trust and will
be beneficially owned by the related Serviced Pari Passu Companion Loan Holder.


 


The Mortgaged Property
that secures the Mortgage Loan identified as Loan No. 5 on the Mortgage Loan Schedule (the “11 Madison Avenue Mortgage
Loan”) (which Mortgage Loan is evidenced by a promissory note designated as note A-3-C2) also secures eighteen companion
loans to the same Borrower, which consist of (i) nine pari passu promissory notes designated as note A-1-S1, note A-1-S2,
note A-1-S3, note A-2-S1, note A-2-S2, Note A-2-S3, note A-3-S1, note A-3-S2 and note A-3-S3, with an aggregate outstanding principal
balance as of the Cut-off Date of $397,530,000, which promissory notes are pari passu in right of payment with the 11 Madison
Avenue Mortgage Loan (the “11 Madison Avenue Standalone Pari Passu Companion Loans”), (ii) six pari passu
promissory notes designated as note A-1-C1, note A-1-C2, note A-1-C3, note A-2-C1, note A-2-C2 and note A-3-C1, with an aggregate
outstanding principal balance as of the Cut-off Date of $336,300,000, which promissory notes are pari passu in right of
payment with the 11 Madison Avenue Mortgage Loan and the 11 Madison Avenue Standalone Pari Passu Companion Loans (the “11
Madison Avenue Non-Standalone Pari Passu Companion Loans” and, collectively with the 11 Madison Avenue Standalone Pari
Passu Companion Loans, the “11 Madison Avenue Pari Passu Companion Loans”) and (iii) three subordinate promissory
notes designated as note B-1-S, note B-2-S and note B-3-S, with an aggregate outstanding principal balance as of the Cut-off Date
of $310,670,000, which promissory notes are subordinate in right of payment with each of the 11 Madison Avenue Mortgage Loan and
the 11 Madison Avenue Pari Passu Companion Loans (the “11 Madison Avenue Subordinate Companion Loans” and, collectively
with the 11 Madison Avenue Pari Passu Companion Loans, the “11 Madison Avenue Companion Loans”). The 11 Madison
Avenue Companion Loans and the 11 Madison Avenue Mortgage Loan are collectively referred to as the “11 Madison Avenue
Loan Combination”. The 11 Madison Avenue Companion Loans and all amounts attributable thereto will not be assets of the
Trust Fund, the REMIC Pools or the Grantor Trust and will be beneficially owned by the related Non-Serviced Companion Loan Holders.


 


The Mortgaged Property
that secures the Mortgage Loan identified as Loan No. 7 on the Mortgage Loan Schedule (the “Patrick Henry Mall Mortgage
Loan”) (which Mortgage Loan is evidenced by a promissory note designated as note A-3) also secures two companion loans
to the same Borrower, which consist of a promissory note designated note A-1 in the original principal balance of $48,100,000 and
a promissory note designated note A-2 in the original principal balance of $21,400,000, which companion loans are pari passu
in right of payment with the Patrick Henry Mall Mortgage Loan (the “Patrick Henry Mall Pari Passu Companion Loans”
and, collectively with the Patrick Henry Mall Mortgage Loan, the “Patrick Henry Mall Loan Combination”). The
Patrick Henry Mall Pari Passu Companion Loans and all amounts attributable thereto will not be assets of the Trust Fund, the REMIC
Pools or the Grantor Trust and will be beneficially owned by the related Non-Serviced Companion Loan Holders.


 


Each of the Sheraton
Lincoln Harbor Hotel Loan Combination and the CityPlace I Loan Combination will be serviced pursuant to (i) this Agreement and
(ii) the related Intercreditor Agreement. The 11 Madison Avenue Loan Combination and the Patrick Henry Mall Loan Combination will
be serviced pursuant to (i) the related Non-Trust Pooling and Servicing Agreement and (ii) the related Intercreditor
Agreement.


 






    	6



    	 



    

 


Capitalized terms used
but not otherwise defined in this Preliminary Statement have the respective meanings assigned thereto in Section 1.01
of this Agreement.


 


In consideration of
the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate
Administrator, the Tax Administrator and the Trustee hereby agree as follows:


 


Article
I



DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;

CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL


Section
1.01     Defined Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Section 1.01, subject to modification in accordance with Section 1.04.


“11 Madison
Avenue Companion Loans”: As defined in the Preliminary Statement.


“11 Madison
Avenue Loan Combination”: As defined in the Preliminary Statement.


“11 Madison
Avenue Mortgage Loan”: As defined in the Preliminary Statement.


“11 Madison
Avenue Non-Standalone Pari Passu Companion Loans”: As defined in the Preliminary Statement.


“11 Madison
Avenue Pari Passu Companion Loans”: As defined in the Preliminary Statement.


“11 Madison
Avenue Standalone Pari Passu Companion Loans”: As defined in the Preliminary Statement.


“11 Madison
Avenue Subordinate Companion Loans”: As defined in the Preliminary Statement.


“30/360
Basis”: The accrual of interest calculated on the basis of a 360-day year consisting of twelve 30-day months.


“30/360
Mortgage Loan”: A Mortgage Loan that accrues interest on a 30/360 Basis.


“Acceptable
Insurance Default”: As defined in Section 3.07(a).


“Accrued
Certificate Interest”: The interest accrued from time to time with respect to any Class of Regular Certificates and
the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, the amount of which interest
shall equal: (a) in the case of any Class of Principal Balance Certificates (other than the Class A-S, Class B,
Class C and Class PEX Certificates) or the Class A-S Regular Interest, Class B Regular Interest or Class C
Regular Interest, as applicable, for any Interest Accrual Period, one-twelfth of the product of (i) the Pass-Through Rate
applicable to such Class of Principal Balance Certificates or the Class A-S Regular



    	7



    	 



    



 


Interest,
Class B Regular Interest or Class C Regular Interest, as applicable, for such Interest Accrual Period, multiplied
by (ii) the Class Principal Balance of such Class of Principal Balance Certificates or the Class A-S Regular Interest,
Class B Regular Interest or Class C Regular Interest, as applicable, outstanding immediately prior to the related Distribution
Date; and (b) in the case of any Class of Interest Only Certificates for any Interest Accrual Period, the aggregate amount
of Accrued Component Interest for all of such Class’ REMIC III Components for such Interest Accrual Period.


 


“Accrued
Component Interest”: The interest accrued from time to time with respect to any REMIC III Component of any Class
of Interest Only Certificates, the amount of which interest shall equal, for any Interest Accrual Period, one-twelfth of the product
of (i)(A) in the case of each REMIC III Component of the Class X-A Certificates, the Class X-A Strip Rate applicable
to such REMIC III Component for such Interest Accrual Period, (B) in the case of the REMIC III Component of the
Class X-B Certificates, the Class X-B Strip Rate applicable to such REMIC III Component for such Interest Accrual
Period or (C) in the case of the REMIC III Component of the Class X-D Certificates, the Class X-D Strip Rate
applicable to such REMIC III Component for such Interest Accrual Period multiplied by (ii) the Component Notional
Amount of such REMIC III Component outstanding immediately prior to the related Distribution Date.


“Actual/360
Basis”: The accrual of interest calculated on the basis of the actual number of days elapsed during any calendar month
(or other applicable recurring accrual period) in a year assumed to consist of 360 days.


“Actual/360
Mortgage Loan”: A Mortgage Loan that accrues interest on an Actual/360 Basis.


“Additional
Collateral”: Any non-real property collateral (including any Letters of Credit or Reserve Funds) pledged and/or delivered
by or on behalf of the related Borrower and held by the related Mortgagee to secure payment on any Mortgage Loan which, in the
case of any Loan Combination, also secures payment on the related Companion Loan(s).


“Additional
Form 10-D Disclosure”: As defined in Section 11.07.


“Additional
Form 10-K Disclosure”: As defined in Section 11.08.


“Additional
Master Servicing Compensation”: As defined in Section 3.11(b).


“Additional
Servicer”: Each Affiliate of the Master Servicer, any Mortgage Loan Seller, the Depositor, any Non-Trust Master Servicer,
any Non-Trust Special Servicer or any of the Underwriters, that Services any of the Mortgage Loans and each Person, other than
the Special Servicer, who is not an Affiliate of the Master Servicer, any Mortgage Loan Seller, the Depositor or any of the Underwriters
and who Services 10% or more of the Mortgage Loans (based on their Stated Principal Balance). For clarification purposes, the
Certificate Administrator is an Additional Servicer and the Trustee is not an Additional Servicer. For further clarification purposes,
the Special Servicer and the Trust Advisor are not Additional Servicers, it being acknowledged that the Special Servicer and the
Trust Advisor constitute Reporting Servicers regardless of the number or percentage of Mortgage Loans serviced on any particular
date.



    	8



    	 



    

 


“Additional
Special Servicing Compensation”: As defined in Section 3.11(d).


“Additional
Trust Fund Expense”: Any expense of the Trust Fund that (i) arises out of a default (or where a default is reasonably
foreseeable) on a Mortgage Loan or a Serviced Pari Passu Companion Loan or an otherwise unanticipated event, (ii) is not included
in the calculation of a Realized Loss, (iii) is not covered by a Servicing Advance or a corresponding collection from the
related Borrower, and (iv) is not covered by Default Charges collected on the Mortgage Loans to the extent provided herein.


“Additional
Yield Amount”: As defined in Section 4.01(c).


“Adjusted
Actual/360 Accrued Interest Amount”: As defined in Section 2.11(f).


“Administered
REO Property”: Any REO Property other than any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.


“Administrative
Fee Rate”: With respect to each Mortgage Loan, the sum of (i) the Certificate Administrator Fee Rate, (ii) the
CREFC® License Fee Rate, (iii) the Trust Advisor Ongoing Fee Rate (except with respect to the 11 Madison Avenue
Mortgage Loan and the Patrick Henry Mall Mortgage Loan), (iv) the applicable Master Servicing Fee Rate; and (v) in the
case of each Pari Passu Mortgage Loan, a rate per annum equal to the applicable Pari Passu Primary Servicing Fee Rate.


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


“Advance
Interest”: The interest accrued on any Advance (other than any Unliquidated Advance) at the Reimbursement Rate, which
is payable to the party hereto that made that Advance, all in accordance with Section 3.11(g) or Section 4.03,
as applicable.


“Adverse
Grantor Trust Event”: Either: (i) any impairment of the status of the Grantor Trust Pool as a Grantor Trust; or
(ii) the imposition of a tax upon the Grantor Trust Pool or any of its assets or transactions.


“Adverse
Rating Event”: With respect to any Class of Rated Certificates and any Rating Agency that has assigned a rating thereto,
as of any date of determination, the qualification, downgrade or withdrawal of the rating then assigned to such Class of Rated
Certificates by such Rating Agency (or the placement of such Class of Rated Certificates on “negative credit watch”
status in contemplation of any such action with respect thereto).


“Adverse
REMIC Event”: Either: (i) any impairment of the status of any REMIC Pool as a REMIC, including (insofar as it relates
to a proposed modification, waiver or amendment of any term of a Mortgage Loan) any impairment that could result by virtue of
the exercise of a “unilateral option” (within the meaning of Treasury Regulations Section 1.1001-3(c)(3)) of
the Borrower; or (ii) except as permitted by Section 3.17(a), the imposition of a tax upon any REMIC Pool or
any of its assets or transactions (including the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code,
the tax on contributions under Section 860G(d) of the Code and the tax on income from foreclosure property under Section 860G(c)
of the Code).



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“Affected
Loan(s)”: As defined in Section 2.03(b)(A).


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


“Affected
Reporting Party”: As defined in Section 11.15.


“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.


“Agreement”:
This Pooling and Servicing Agreement, as it may be amended, modified, supplemented or restated following the Closing Date.


“Anticipated
Repayment Date”: With respect to any ARD Mortgage Loan, the date specified in the related Mortgage Note, as of which
Post-ARD Additional Interest shall begin to accrue on such Mortgage Loan, which date is prior to the Stated Maturity Date for such
Mortgage Loan. There are no ARD Mortgage Loans in the Trust. All references to Anticipated Repayment Date herein shall be disregarded
and shall have no force and effect.


“Applicable
Banking Law”: As defined in Section 8.13.


“Applicable
State Law”: For purposes of Article X, the Applicable State Law shall be (1) the laws of the State of
New York; (2) to the extent brought to the attention of the Tax 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 law), (a) the
laws of the states in which the Corporate Trust Offices of the Certificate Administrator and the Trustee and the Primary Servicing
Offices of the Master Servicer and the Special Servicer are located and (b) the laws of the states in which any Mortgage Loan
Documents are held and/or any REO Properties are located; and (3) such other state or local law as to which the Tax Administrator
has actual knowledge of applicability.


“Appraisal”:
With respect to any Mortgaged Property or REO Property as to which an appraisal is required to be performed pursuant to the terms
of this Agreement, a narrative appraisal complying with USPAP (or, in the case of a Mortgage Loan or an REO Mortgage Loan with
a Stated Principal Balance as of the date of such appraisal of less than $2,000,000, at the Special Servicer’s option, either
a limited appraisal and a summary report or an internal valuation prepared by the Special Servicer) that (i) indicates the
“market value” of the subject property (within the meaning of 12 C.F.R. § 225.62(g)) and (ii) is conducted
by a Qualified Appraiser (except that, in the case of a Mortgage Loan or an REO Mortgage Loan with a Stated Principal Balance
as of the date of such appraisal of less than $2,000,000, the appraiser may be an employee of the Special Servicer, which employee
need not be a Qualified Appraiser but shall have experience in commercial and/or multifamily properties, as the case may be, and
possess sufficient knowledge to value such a property).



    	10



    	 



    

 


“Appraisal-Reduced
Interest Amount”: With respect to any Mortgage Loan or REO Mortgage Loan, the amount of any reduction in any P&I
Advance that occurs as result of Appraisal Reduction Amounts pursuant to the proviso to Section 4.03(b).


“Appraisal
Reduction Amount”: With respect to any Serviced Mortgage Loan (or, as described in the fourth-to-last paragraph of this
definition, for any Mortgage Loan relating to a Serviced Loan Combination) that is a Required Appraisal Loan, an amount (calculated
initially as of the Determination Date immediately following the later of the date on which the subject Mortgage Loan became a
Required Appraisal Loan and the date on which the applicable Appraisal was obtained) equal to the excess, if any, of:


(a)          the sum of, without duplication, (i) the Stated Principal Balance of such Required Appraisal Loan, (ii) to the
extent not previously advanced by or on behalf of the Master Servicer or the Trustee, all unpaid interest on such Required Appraisal
Loan through the most recent Due Date prior to the date of determination (exclusive of any portion thereof that represents Default
Interest and/or Post-ARD Additional Interest), (iii) all accrued and unpaid Special Servicing Fees in respect of such Required
Appraisal Loan, (iv) all related unreimbursed Advances (together with Unliquidated Advances) made by or on behalf of (plus
all accrued and unpaid interest on such Advances (other than Unliquidated Advances) payable to) the Master Servicer, the Special
Servicer and/or the Trustee with respect to such Required Appraisal Loan, (v) any other outstanding Additional Trust Fund
Expenses (other than Trust Advisor Expenses) with respect to such Required Appraisal Loan, and (vi) all currently due and
unpaid real estate taxes and assessments, insurance premiums and, if applicable, ground rents, and any unfunded improvement or
other applicable reserves, in respect of the related Mortgaged Property or REO Property, as the case may be (in each case, net
of any amounts escrowed with the Master Servicer or the Special Servicer for such items); over


(b)         an amount equal to the sum of: (a) the excess, if any, of (i) 90% of the Appraised Value of the related Mortgaged
Property (or REO Property) as determined by the most recent Appraisal or any letter update of such Appraisal, over (ii) the
amount of any obligations secured by liens on such Mortgaged Property (or REO Property) that are prior to the lien of the related
Required Appraisal Loan; plus (b) the amount of any Escrow Payments and/or Reserve Funds held by the Master Servicer
or the Special Servicer with respect to such Required Appraisal Loan, the related Mortgaged Property or any related REO Property
that (i) are not being held in respect of any real estate taxes and assessments, insurance premiums or, if applicable, ground
rents, (ii) are not otherwise scheduled to be applied or utilized (except to pay debt service on such Required Appraisal Loan)
within the twelve-month period following the date of determination and (iii) may be applied toward the reduction of the principal
balance of such Required Appraisal Loan; plus (c) the amount of any Letter of Credit constituting additional security
for such Required Appraisal Loan and that may be applied towards the reduction of the principal balance of such Required Appraisal
Loan.


Notwithstanding
the foregoing, if (i) any Serviced Mortgage Loan or Serviced Loan Combination becomes a Required Appraisal Loan, (ii) either
(A) no Appraisal or update thereof has been obtained or conducted, as applicable, in accordance with Section 3.19(a),
with respect



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to
the related Mortgaged Property or REO Property, as the case may be, during the nine-month period prior to the date such Mortgage
Loan or Serviced Loan Combination became a Required Appraisal Loan or (B) there shall have occurred since the date of the
most recent Appraisal or update thereof a material change in the circumstances surrounding the related Mortgaged Property or REO
Property, as the case may be, that would, in the Special Servicer’s reasonable judgment, materially affect the value of
the related Mortgaged Property or REO Property, as the case may be, and (iii) no new Appraisal is obtained or conducted,
as applicable, in accordance with Section 3.19(a), within sixty (60) days after such Mortgage Loan or Serviced
Loan Combination became a Required Appraisal Loan, then (x) until such new Appraisal is obtained or conducted, as applicable,
in accordance with Section 3.19(a), the Appraisal Reduction Amount shall equal 25% of the Stated Principal Balance
of such Required Appraisal Loan, and (y) upon receipt or performance, as applicable, in accordance with Section 3.19(a),
of such Appraisal or update thereof by the Special Servicer, the Appraisal Reduction Amount for such Required Appraisal Loan shall
be recalculated in accordance with the preceding sentence of this definition.


 


In connection with
the foregoing, each Cross-Collateralized Mortgage Loan that is part of a single Cross-Collateralized Group shall be treated separately
(in each case as a single Mortgage Loan without regard to the cross-collateralization and cross-default provisions) for purposes
of calculating an Appraisal Reduction Amount.


Also notwithstanding
the foregoing, as of any date of determination, in the case of any Serviced Loan Combination, (a) any Appraisal Reduction
Amounts will be calculated with respect to the entirety of such Serviced Loan Combination as if it were a single Mortgage Loan
and allocated to the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s), if any, on a pro rata
and pari passu basis in accordance with, the respective outstanding principal balances of such related Mortgage Loan
and Serviced Pari Passu Companion Loan(s), if any, and (b) the resulting portion of such Appraisal Reduction Amount that is
so allocated to the related Mortgage Loan shall be the “Appraisal Reduction Amount” of that Mortgage Loan for purposes
of P&I Advances and the determination of whether a Subordinate Control Period is in effect under this Agreement.


Also notwithstanding
the foregoing, for purposes of determining whether a Subordinate Control Period is in effect, the determination of Appraisal Reduction
Amounts will be subject to the provisions and procedures set forth under Section 3.19.


An Appraisal Reduction
Amount with respect to any Serviced Mortgage Loan or Serviced Loan Combination will be reduced to zero as of the date on which
all Servicing Transfer Events have ceased to exist with respect to the related Serviced Mortgage Loan or Serviced Loan Combination
and at least ninety (90) days have passed following the occurrence of the most recent Appraisal Trigger Event. No Appraisal
Reduction Amount will exist as to any Serviced Mortgage Loan or Serviced Loan Combination after it has been paid in full or it
(or the REO Property) has been liquidated, repurchased or otherwise disposed of.


Notwithstanding
the foregoing, with respect to any Non-Trust-Serviced Pooled Mortgage Loan, the Appraisal Reduction Amount shall be the “Appraisal
Reduction Amount” calculated pursuant to the related Non-Trust Pooling and Servicing Agreement and the parties hereto shall



    	12



    	 



    

 


be
entitled to rely on such calculations as reported to them by the Non-Trust Master Servicer. By their acceptance of their Certificates,
the Certificateholders will be deemed to have acknowledged that any Non-Trust Pooling and Servicing Agreement and any Intercreditor
Agreement related to a Non-Trust-Serviced Pooled Mortgage Loan, taken together, provide that any such “Appraisal Reduction
Amount” shall be calculated by the related Non-Trust Special Servicer under the related Non-Trust Pooling and Servicing
Agreement.


 


“Appraisal
Trigger Event”: As defined in Section 3.19(a).


“Appraised
Value”: With respect to each Mortgaged Property or REO Property, the appraised value thereof based upon the most recent
Appraisal obtained or conducted, as appropriate, pursuant to this Agreement.


“ARD Mortgage
Loan”: A Mortgage Loan that provides for the accrual of Post-ARD Additional Interest thereon if such Mortgage Loan is
not paid in full on or prior to its Anticipated Repayment Date. For the avoidance of doubt, there are no ARD Mortgage Loans related
to this Trust as of the Closing Date.


“Asset
Status Report”: As defined in Section 3.24(a).


“Assignment
of Leases”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar document or
instrument executed by the related Borrower in connection with the origination of the related Mortgage Loan(s) or Loan Combination,
as applicable, as such assignment may be amended, modified, renewed or extended through the date hereof and from time to time hereafter.


“Assumed
Monthly Payment”: With respect to (a) any Mortgage Loan that is a Balloon Mortgage Loan delinquent in respect of
its Balloon Payment beyond the Determination Date immediately following its scheduled maturity date (as such date may be extended
in connection with a bankruptcy, insolvency or similar proceeding involving the related Borrower or by reason of a modification,
waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer), for that scheduled maturity date and
for each subsequent Due Date as of which such Mortgage Loan remains outstanding and part of the Trust Fund, the scheduled monthly
payment of principal and/or interest deemed to be due with respect to such Mortgage Loan on such Due Date equal to the amount
(exclusive of Default Interest and any Post-ARD Additional Interest) that would have been due in respect thereof on such Due Date
if such Mortgage Loan had been required to continue to accrue interest in accordance with its terms, and to pay principal in accordance
with the amortization schedule (if any), in effect immediately prior to, and without regard to the occurrence of, such maturity
date; and (b) any REO Mortgage Loan, for any Due Date as of which the related REO Property (or, in the case of any REO Mortgage
Loan that is a successor to any Mortgage Loan in a Loan Combination, any interest in the related REO Property) remains part of
the Trust Fund, the scheduled monthly payment of principal and/or interest deemed to be due in respect thereof on such Due Date
equal to the Monthly Payment (or, in the case of a Balloon Mortgage Loan described in clause (a) of this definition,
the Assumed Monthly Payment) that was due (or deemed due) with respect to the related Mortgage Loan on the last Due Date prior
to its becoming an REO Mortgage Loan.



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“Assumption
Application Fees”: With respect to any Serviced Mortgage Loan or Serviced Loan Combination, any and all assumption application
fees for transactions effected under Section 3.08 of this Agreement actually collected from the related Borrower and
not prohibited from being charged by the lender under the related Mortgage Loan Documents, with respect to any application submitted
to the Master Servicer or the Special Servicer for a proposed assumption or substitution transaction or proposed transfer of an
interest in such Borrower.


“Assumption
Fees”: With respect to any Serviced Mortgage Loan or Serviced Loan Combination, any and all assumption fees for transactions
effected under Section 3.08 of this Agreement actually collected from the related Borrower and not prohibited from
being charged by the lender under the related Mortgage Loan Documents, with respect to any assumption or substitution agreement
entered into by the Master Servicer or the Special Servicer on behalf of the Trust Fund pursuant to Section 3.08 of
this Agreement or paid by the related Borrower with respect to any transfer of an interest in such Borrower pursuant to Section 3.08
of this Agreement.


“ASTM”:
ASTM International (originally known as The American Society for Testing and Materials).


“Authenticating
Agent”: Any authenticating agent appointed pursuant to Section 5.07 (or, in the absence of any such appointment,
the Certificate Administrator).


“Available
Distribution Amount”: With respect to any Distribution Date, an amount equal to (a) the sum of (i) all amounts
on deposit in the Distribution Account as of 11:00 a.m., New York City time, on such Distribution Date, (ii) to the
extent not included in the amount described in clause (a)(i) of this definition, any P&I Advances and/or Compensating
Interest Payments that were made hereunder in respect of such Distribution Date, (iii) to the extent not included in the
amount described in clause (a)(i) of this definition, the aggregate amount transferred (pursuant to Section 3.05(d))
from the Excess Liquidation Proceeds Account to the Distribution Account in respect of such Distribution Date and (iv) to
the extent not included in the amount described in clause (a)(i) of this definition, if such Distribution Date occurs
during the month of March of any year (or if the Final Distribution Date occurs during the month of January (except in a leap
year) or February of any year, during such January or February), the aggregate of the Interest Reserve Amounts with respect to
the Interest Reserve Loans transferred from the Interest Reserve Account to the Distribution Account during such month of March
(or if the Final Distribution Date occurs during the month of January (except in a leap year) or February of any year, during
such January or February) for distribution on such Distribution Date, net of (b) any portion of the amounts described in
clause (a) of this definition that represents one or more of the following: (i) collected Monthly Payments that
are due on a Due Date following the end of the related Collection Period, (ii) any payments of principal (including Principal
Prepayments) and interest, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds Received by the Trust after the
end of the related Collection Period, (iii) any Prepayment Premiums, Yield Maintenance Charges and/or Post-ARD Additional
Interest, (iv) any amounts payable or reimbursable to any Person from the Distribution Account pursuant to clauses (iii)
through (viii) of Section 3.05(b), (v) if such Distribution Date occurs during the month of February
of any year or during the month of January of any year that is not a leap year, the aggregate of the Interest Reserve Amounts
with respect to the Interest Reserve



    	14



    	 



    




Loans
to be withdrawn (pursuant to Section 3.04(c) and Section 3.05(b)(ii)) from the Distribution Account and
deposited into the Interest Reserve Account during such month of February or such month of January, as the case may be, and held
for future distribution, and (vi) any amounts deposited in the Distribution Account in error; provided that the Available
Distribution Amount for the Final Distribution Date shall be calculated without regard to clauses (b)(i), (b)(ii)
and (b)(v) of this definition.


 


“Balloon
Mortgage Loan”: Any Mortgage Loan or Loan Combination that by its original terms or by virtue of any modification entered
into as of the Closing Date (or, in the case of a Replacement Mortgage Loan, as of the related date of substitution) provides for
an amortization schedule extending beyond its Stated Maturity Date and as to which, in accordance with such terms, the Monthly
Payment due on its Stated Maturity Date is at least 5% of the original principal balance of such Mortgage Loan or Loan Combination.


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


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


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


“Base Prospectus”:
That certain prospectus dated August 3, 2015, relating to trust funds established by the Depositor and publicly offered mortgage
pass-through certificates evidencing interests therein.


“Basis”:
Basis Real Estate Capital II, LLC, a Delaware limited liability company, or its successor-in-interest.


“Basis
Investment”: Basis Investment Group LLC, a Delaware limited liability company, or its successor-in-interest.


“Book-Entry
Certificate”: Any Certificate registered in the name of the Depository or its nominee.


“Book-Entry
Non-Registered Certificate”: Any Non-Registered Certificate that constitutes a Book-Entry Certificate.


“Borrower”
or “Mortgagor”: The obligor or obligors on a Mortgage Note, and may also be referred to as the mortgagor.


“Borrower
Party”: (i) A Borrower, a Mortgagor or a manager of a Mortgaged Property or any Affiliate thereof, (ii) any Person that
owns, directly or indirectly, 25% or more of a Borrower, Mortgagor or manager of a Mortgaged Property, (iii) any Person that owns,
directly or indirectly, 25% or more of a beneficial interest in any mezzanine lender of any mezzanine loan related to a Mortgage
Loan that has accelerated such mezzanine loan as set forth in clause (iv), or (iv) any mezzanine lender (or any Affiliate thereof)
of any mezzanine loan related to a Mortgage






    	15



    	 



    




Loan
that has accelerated such mezzanine loan (unless (a) acceleration was automatic under such mezzanine loan, (b) the event directly
giving rise to the automatic acceleration under such mezzanine loan was not initiated by such mezzanine lender or an Affiliate
of such mezzanine lender and (c) such mezzanine lender is stayed from exercising and has not commenced the exercise of remedies
associated with foreclosure of the equity collateral under such mezzanine loan) or commenced foreclosure proceedings with respect
to such mezzanine loan against the equity interests in the Borrower(s) of such Mortgage Loan; provided that if the Majority Subordinate
Certificateholder and the Subordinate Class Representative are Affiliates, and either such Person is a Borrower Party with respect
to a Mortgage Loan pursuant to any of clauses (i) to (iv), then both the Majority Subordinate Certificateholder and the Subordinate
Class Representative shall be Borrower Parties with respect to such Mortgage Loan.


 


“Breach”:
As defined in Section 2.03(a).


“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking institutions in California, Delaware, Georgia,
Maryland, Minnesota, New York, North Carolina, Pennsylvania, Texas or any of the jurisdictions in which the respective Primary
Servicing Offices of the Master Servicer or the Special Servicer or the Corporate Trust Offices of the Certificate Administrator
or the Trustee are located, or the New York Stock Exchange or the Federal Reserve System of the United States of America, are authorized
or obligated by law or executive order to remain closed.


“CERCLA”:
The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.


“Certificate”:
Any one of the Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31,
as executed by the Certificate Administrator and authenticated and delivered hereunder by the Certificate Registrar.


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator hereunder, or any
successor certificate administrator appointed as herein provided.


“Certificate
Administrator Fee”: With respect to each Mortgage Loan and the beneficial interest of the Trust Fund in each REO Mortgage
Loan, the fee designated as such and payable to the Certificate Administrator pursuant to Section 8.05(a). The Certificate
Administrator Fee includes the Tax Administrator Fee and the Trustee Fee, each of which shall be paid by the Certificate Administrator
as provided herein.


“Certificate
Administrator Fee Rate”: 0.0045% per annum.


“Certificate
Administrator’s Website”: The internet website of the Certificate Administrator, initially located at www.ctslink.com.


“Certificate
Factor”: With respect to any Class of Interest Only Certificates or Principal Balance Certificates, any Class PEX Component
or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as of any date of determination,
a fraction, expressed as a decimal carried to eight places, the numerator of which is the related Class



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Principal
Balance or Class Notional Amount, as the case may be, then outstanding, and the denominator of which is the related Class Principal
Balance or Class Notional Amount, as the case may be, outstanding as of the Closing Date (in the case of any Class of Exchangeable
Certificates or Class PEX Component, as the same may be adjusted in connection with exchanges pursuant to Section 5.09).


 


“Certificate
Notional Amount”: With respect to any Interest Only Certificate, as of any date of determination, the then notional principal
amount on which such Certificate accrues interest, equal to the product of (a) the then Certificate Factor for the Class of
Interest Only Certificates to which such Certificate belongs, multiplied by (b) the amount specified on the face of
such Certificate as the initial Certificate Notional Amount thereof.


“Certificate
Owner”: With respect to any 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
Principal Balance”: With respect to any Principal Balance Certificate, any Class PEX Component and the Class A-S
Regular Interest, Class B Regular Interest and Class C Regular Interest, as of any date of determination, the then-outstanding
principal amount of such Certificate, Class PEX Component or REMIC III Regular Interest, as applicable, equal to the product
of (a) the then Certificate Factor for the Class of Principal Balance Certificates to which such Certificate belongs, the
Class PEX Component or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, multiplied
by (b) the amount specified on the face of such Certificate as the initial Certificate Principal Balance thereof. The
aggregate Certificate Principal Balance of the Class A-S Certificates and the Class A-S-PEX Component shall be equal
at all times to the Certificate Principal Balance of the Class A-S Regular Interest. The aggregate Certificate Principal Balance
of the Class B Certificates and the Class B-PEX Component shall be equal at all times to the Certificate Principal Balance
of the Class B Regular Interest. The aggregate Certificate Principal Balance of the Class C Certificates and the Class C-PEX
Component shall be equal at all times to the Certificate Principal Balance of the Class C Regular Interest. The original and
outstanding Certificate Principal Balances of the Class A-S, Class B, Class C and Class PEX Certificates and the
Class PEX Components are subject to adjustment in connection with any exchange of Class A-S, Class B and Class C
Certificates for Class PEX Certificates, or vice versa, in each case in accordance with Section 5.09 hereof.


“Certificate
Register” and “Certificate Registrar”: The register maintained and the registrar appointed pursuant
to Section 5.02.


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register, provided
that: (i) no Disqualified Organization, Disqualified Partnership, or Non-United States Tax Person shall be a “Holder”
of, or a “Certificateholder” with respect to, a Class R Certificate for any purpose hereof; and (ii) solely
for purposes of giving any consent, approval, direction or waiver pursuant to this Agreement that specifically relates to the rights,
duties and/or obligations hereunder of any of the Depositor, the Master Servicer, the Special Servicer, any Excluded Special Servicer,
the Tax Administrator, the Certificate Administrator or the Trustee in its respective capacity as such (other than any






    	17



    	 



    

 


consent,
approval or waiver contemplated by Section 3.24), any Certificate registered in the name of such party or in the name
of any Affiliate thereof shall be deemed not to be outstanding, 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 or
waiver that specifically relates to such party has been obtained. The Certificate Registrar shall be entitled to request and conclusively
rely upon a certificate of the Depositor, the Master Servicer, the Special Servicer or any Excluded Special Servicer in determining
whether a Certificate is registered in the name of an Affiliate of such Person. All references herein to “Certificateholders”
or “Holders” shall reflect the rights of Certificate Owners only insofar as they may indirectly exercise such rights
through the Depository and the Depository Participants (except as otherwise specified herein), it being herein acknowledged and
agreed that the parties hereto shall be required to recognize as a “Certificateholder” or “Holder” only
the Person in whose name a Certificate is registered in the Certificate Register. Notwithstanding any contrary provision of this
definition, in connection with the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest,
the term “Certificateholder” or “Holder” shall mean the Trustee as the holder of the Class A-S Regular
Interest, Class B Regular Interest or Class C Regular Interest, as applicable.


 


“Certification
Parties”: As defined in Section 11.09.


“Certifying
Person”: As defined in Section 11.09.


“Certifying
Servicer”: As defined in Section 11.12.


“C-III”:
C-III Commercial Mortgage LLC, a Delaware limited liability company, or its successor-in-interest.


“CityPlace
I Loan Combination”: As defined in the Preliminary Statement.


“CityPlace
I Mortgage Loan”: As defined in the Preliminary Statement.


“CityPlace
I Pari Passu Companion Loan”: As defined in the Preliminary Statement.


“CGMI”:
Citigroup Global Markets Inc., or its successor-in-interest.


“Class”:
Collectively, all of the Certificates bearing the same alphabetic or alphanumeric Class Designation and having the same payment
terms, or any of the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, in each case
as the context may require.


“Class A
Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates.


“Class A-1
Certificate”: Any one of the Certificates with a “Class A-1” designation on the face thereof, substantially
in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III
for purposes of the REMIC Provisions.



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“Class A-2
Certificate”: Any one of the Certificates with a “Class A-2” designation on the face thereof, substantially
in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III
for purposes of the REMIC Provisions.


“Class A-3
Certificate”: Any one of the Certificates with a “Class A-3” designation on the face thereof, substantially
in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III
for purposes of the REMIC Provisions.


“Class A-4
Certificate”: Any one of the Certificates with a “Class A-4” designation on the face thereof, substantially
in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III
for purposes of the REMIC Provisions.


“Class A-S
Certificate”: Any one of the Certificates with a “Class A-S” designation on the face thereof, substantially
in the form of Exhibit A-1 attached hereto, and evidencing an undivided beneficial interest in the portion of the Grantor
Trust Pool consisting of the Class A-S Specific Grantor Trust Assets and the proceeds thereof.


“Class A-S
Percentage Interest”: As of any date of determination, with respect to the Class A-S Certificates, a percentage
interest equal to a fraction, the numerator of which is the Class Principal Balance of the Class A-S Certificates on such
date, and the denominator of which is the Class Principal Balance of the Class A-S Regular Interest on such date.


“Class A-S
Regular Interest”: The uncertificated interest corresponding to the Class A-S Certificates and the Class A-S-PEX
Component and evidencing a “regular interest” in REMIC III for purposes of the REMIC Provisions.


“Class A-S
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class A-S Percentage Interest of
the Class A-S Regular Interest.


“Class A-S-PEX
Component”: One of the three components of the Class PEX Certificates, which component evidences an undivided beneficial
interest in the portion of the Grantor Trust Pool consisting of the Class A-S-PEX Percentage Interest of the Class A-S
Regular Interest.


“Class A-S-PEX
Percentage Interest”: As of any date of determination, 100% less the Class A-S Percentage Interest as of such date.


“Class A-SB
Certificate”: Any one of the Certificates with a “Class A-SB” designation on the face thereof, substantially
in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III
for purposes of the REMIC Provisions.


“Class A-SB
Planned Principal Balance”: With respect to any Distribution Date, the balance shown for such Distribution Date on Schedule X
hereto.


“Class B
Certificate”: Any one of the Certificates with a “Class B” designation on the face thereof, substantially
in the form of Exhibit A-1 attached hereto, and evidencing an undivided beneficial interest in the portion of the Grantor
Trust Pool consisting of the Class B Specific Grantor Trust Assets and the proceeds thereof.



    	19



    	 



    




“Class B
Percentage Interest”: As of any date of determination, with respect to the Class B Certificates, a percentage interest
equal to a fraction, the numerator of which is the Class Principal Balance of the Class B Certificates on such date, and the
denominator of which is the Class Principal Balance of the Class B Regular Interest on such date.


“Class B
Regular Interest”: The uncertificated interest corresponding to the Class B Certificates and the Class B-PEX
Component and evidencing a “regular interest” in REMIC III for purposes of the REMIC Provisions.


“Class B
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class B Percentage Interest of the
Class B Regular Interest.


“Class B-PEX
Component”: One of the three components of the Class PEX Certificates, which component evidences an undivided beneficial
interest in the portion of the Grantor Trust Pool consisting of the Class B-PEX Percentage Interest of the Class B Regular
Interest.


“Class B-PEX
Percentage Interest”: As of any date of determination, 100% less the Class B Percentage Interest as of such date.


“Class C
Certificate”: Any one of the Certificates with a “Class C” designation on the face thereof, substantially
in the form of Exhibit A-1 attached hereto, and evidencing an undivided beneficial interest in the portion of the Grantor
Trust Pool consisting of the Class C Specific Grantor Trust Assets and the proceeds thereof.


“Class C
Percentage Interest”: As of any date of determination, with respect to the Class C Certificates, a percentage interest
equal to a fraction, the numerator of which is the Class Principal Balance of the Class C Certificates on such date, and the
denominator of which is the Class Principal Balance of the Class C Regular Interest on such date.


“Class C
Regular Interest”: The uncertificated interest corresponding to the Class C Certificates and the Class C-PEX
Component and evidencing a “regular interest” in REMIC III for purposes of the REMIC Provisions.


“Class C
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class C Percentage Interest of the
Class C Regular Interest.


“Class C-PEX
Component”: One of the three components of the Class PEX Certificates, which component evidences an undivided beneficial
interest in the portion of the Grantor Trust Pool consisting of the Class C-PEX Percentage Interest of the Class C Regular
Interest.


“Class C-PEX
Percentage Interest”: As of any date of determination, 100% less the Class C Percentage Interest as of such date.


“Class D
Certificate”: Any one of the Certificates with a “Class D” designation on the face thereof, substantially
in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III
for purposes of the REMIC Provisions.



    	20



    	 



    

 


“Class Designation”:
As set forth in the Preliminary Statement under “Class Designations of the Certificates, the Class PEX Components and
the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest”.


“Class E
Certificate”: Any one of the Certificates with a “Class E” designation on the face thereof, substantially
in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III
for purposes of the REMIC Provisions.


“Class E
Transfer”: As defined in Section 3.23(i).


“Class F
Certificate”: Any one of the Certificates with a “Class F” designation on the face thereof, substantially
in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III
for purposes of the REMIC Provisions.


“Class G
Certificate”: Any one of the Certificates with a “Class G” designation on the face thereof, substantially
in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III
for purposes of the REMIC Provisions.


“Class
Interest Shortfall”: As defined in the definition of “Interest Distribution Amount”.


“Class
Notional Amount”: The aggregate hypothetical or notional amount on which any Class of Interest Only Certificates accrues
or is deemed to accrue interest from time to time, as calculated in accordance with Section 2.15(e).


“Class
PEX Certificate”: Any one of the Certificates with a “Class PEX” designation on the face thereof, substantially
in the form of Exhibit A-1 attached hereto, and evidencing an undivided beneficial interest in the portion of the Grantor
Trust Pool consisting of the Class PEX Specific Grantor Trust Assets and the proceeds thereof.


“Class
PEX Component”: Each of the Class A-S-PEX Component, the Class B-PEX Component and the Class C-PEX Component.


“Class
PEX Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class A-S-PEX Percentage Interest
of the Class A-S Regular Interest, the Class B-PEX Percentage Interest of the Class B Regular Interest and the Class C-PEX
Percentage Interest of the Class C Regular Interest.


“Class
Principal Balance”: The aggregate principal balance of any Class of Principal Balance Certificates, Class PEX Component
or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest outstanding as of any date
of determination. As of the Closing Date, the Class Principal Balance of each Class of Principal Balance Certificates, Class PEX
Component and the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest shall equal
the initial Class Principal Balance thereof. On each Distribution Date, the Class Principal Balance of each Class of Principal
Balance Certificates, Class PEX Component and the Class A-S Regular Interest, Class B Regular Interest or Class C
Regular Interest shall be (i) reduced by the amount of any distributions of principal made thereon on such Distribution Date
pursuant to Section 4.01, (ii) further reduced by the amount of any Realized Losses and Additional Trust Fund
Expenses deemed allocated thereto on such Distribution Date pursuant to



    	21



    	 



    




Section 4.04(a);
and (iii) if such Class is not a Control-Eligible Class, any Excess Trust Advisor Expenses allocated to such Class of Principal
Balance Certificates, Class PEX Component or the Class A-S Regular Interest, Class B Regular Interest or Class C
Regular Interest on such Distribution Date pursuant to Section 4.05; provided that if the Principal Distribution
Amount for such Distribution Date includes any amount described in clause (I)(C) of the definition of “Principal
Distribution Amount” (in respect of recoveries during the Collection Period related to such Distribution Date of amounts
determined to constitute Nonrecoverable Advances during a Collection Period related to a prior Distribution Date), then the Class
Principal Balances of the respective Classes of Principal Balance Certificates, Class PEX Component or the Class A-S Regular
Interest, Class B Regular Interest or Class C Regular Interest shall hereby be increased (in the aggregate) immediately
prior to such Distribution Date by the lesser of the amount of Realized Losses previously allocated thereto and such amount described
in such clause (I)(C) (and, as among the respective Classes of Principal Balance Certificates, Class PEX Components
or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, such increase shall be
allocated, first, to the Class A Certificates, pro rata according to the amounts of Realized Losses previously
allocated to the respective Classes of Class A Certificates, then to the Class A-S Regular Interest, then
to the Class B Regular Interest, then to the Class C Regular Interest, and then to the Class D,
Class E, Class F and Class G Certificates, in that order in each case to the extent of the lesser of the Realized
Losses previously allocated thereto and the remaining unallocated portion of the increase). Amounts allocated to the Class A-S
Regular Interest as described in the preceding sentence shall be allocated between the Class A-S Certificates and Class A-S-PEX
Component in accordance with the Class A-S Percentage Interest and the Class A-S-PEX Percentage Interest, respectively.
Amounts allocated to the Class B Regular Interest as described in the second preceding sentence shall be allocated between
the Class B Certificates and Class B-PEX Component in accordance with the Class B Percentage Interest and the Class B-PEX
Percentage Interest, respectively. Amounts allocated to the Class C Regular Interest as described in the third preceding
sentence shall be allocated between the Class C Certificates and Class C-PEX Component in accordance with the Class C
Percentage Interest and the Class C-PEX Percentage Interest, respectively. The original and outstanding Class Principal Balances
of the Class A-S, Class B, Class C and Class PEX Certificates and the Class PEX Components are subject to adjustment
in connection with any exchange of Class A-S, Class B and Class C Certificates for Class PEX Certificates, or vice
versa, in each case in accordance with Section 5.09 hereof.


 


“Class
R Certificate”: Any one of the Certificates with a “Class R” designation on the face thereof, substantially
in the form of Exhibit A-2 attached hereto, and evidencing ownership of an interest in each of the REMIC I Residual Interest,
the REMIC II Residual Interest and the REMIC III Residual Interest.


“Class X-A
Certificate”: Any one of the Certificates with a “Class X-A” designation on the face thereof, substantially
in the form of Exhibit A-1 attached hereto, and evidencing ownership of a portion of six (6) classes of “regular
interests” in REMIC III for purposes of the REMIC Provisions.


“Class X-A
Strip Rate”: With respect to each REMIC III Component of the Class X-A Certificates, with respect to each
Interest Accrual Period, a rate per annum equal to the greater of (I) zero and (II) the excess, if any, of the
WAC Rate for such Interest Accrual Period over the



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Pass-Through
Rate on the Class of Principal Balance Certificates (other than the Class A-S Certificates) and the Class A-S Regular
Interest with the same alphanumeric designation; and with respect to the Class X-A Certificates as a whole, the greater of
(I) zero and (II) the excess of the WAC Rate over the weighted average of the Pass-Through Rates of the Class A-1,
Class A-2, Class A-3, Class A-4 and Class A-SB Certificates and the Class A-S Regular Interest for such
Interest Accrual Period, weighted on the basis of the Class Principal Balances of such Classes of Certificates and Class A-S
Regular Interest outstanding immediately prior to the conclusion of such Interest Accrual Period.


 


“Class X-B
Certificate”: Any one of the Certificates with a “Class X-B” designation on the face thereof, substantially
in the form of Exhibit A-1 attached hereto, and evidencing ownership of a portion of one (1) class of “regular
interests” in REMIC III for purposes of the REMIC Provisions.


“Class X-B
Strip Rate”: With respect to the REMIC III Component of the Class X-B Certificates, with respect to each Interest
Accrual Period, a rate per annum equal to the greater of (I) zero and (II) the excess, if any, of the WAC Rate
for such Interest Accrual Period over the Pass-Through Rate on the Class of Principal Balance Certificates with the same alphabetic
designation; and with respect to the Class X-B Certificates as a whole, the greater of (I) zero and (II) excess
of the WAC Rate over the Pass-Through Rate of the Class E Certificates for such Interest Accrual Period.


“Class X-D
Certificate”: Any one of the Certificates with a “Class X-D” designation on the face thereof, substantially
in the form of Exhibit A-1 attached hereto, and evidencing ownership of a portion of one (1) class of “regular
interests” in REMIC III for purposes of the REMIC Provisions.


“Class X-D
Strip Rate”: With respect to the REMIC III Component of the Class X-D Certificates, with respect to each Interest
Accrual Period, a rate per annum equal to the greater of (I) zero and (II) the excess, if any, of the WAC Rate
for such Interest Accrual Period over the Pass-Through Rate on the Class of Principal Balance Certificates with the same alphabetic
designation; and with respect to the Class X-D Certificates as a whole, the greater of (I) zero and (II) excess
of the WAC Rate over the Pass-Through Rate of the Class G Certificates for such Interest Accrual Period.


“Clearstream”:
Clearstream Banking, société anonyme or any successor.


“Closing
Date”: November 12, 2015.


“Code”:
The Internal Revenue Code of 1986 and regulations promulgated thereunder, including proposed regulations to the extent that, by
reason of their proposed effective date, could, as of the date of any determination or opinion as to the tax consequences of any
action or proposed action or transaction, be applied to the Trust or the Certificates.


“Collection
Account”: The segregated account or accounts created and maintained by the Master Servicer, pursuant to Section 3.04(a),
in trust for the Certificateholders, which shall be entitled “Wells Fargo Bank, National Association [or name of successor
Master Servicer], as Master Servicer, on behalf of Wilmington Trust, National Association [or name of any successor



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Trustee],
as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through
Certificates, Series 2015-C31, Collection Account”.


 


“Collection
Period”: With respect to any Distribution Date, the period commencing on the day immediately following the Determination
Date (or, with respect to payments remitted to the Trust by a Non-Trust Master Servicer pursuant to a Non-Trust Pooling and Servicing
Agreement, the day immediately following one Business Day after the Determination Date) in the calendar month preceding the month
in which such Distribution Date occurs (or, in the case of the initial Distribution Date, commencing as of the Cut-off Date) and
ending on and including the Determination Date (or, with respect to payments remitted to the Trust by a Non-Trust Master Servicer
pursuant to a Non-Trust Pooling and Servicing Agreement, one Business Day after the Determination Date) in the calendar month in
which such Distribution Date occurs.


“Collective
Consultation Period”: Unless a Senior Consultation Period is deemed to occur and is continuing pursuant to clause (ii)
of the definition of “Senior Consultation Period”, any period when both (i) the Class Principal Balance of the
Class E Certificates, reduced by any Appraisal Reduction Amounts allocable to such Class, is less than 25% of the initial
Class Principal Balance of the Class E Certificates and (ii) the Class Principal Balance of the Class E Certificates,
without regard to any Appraisal Reduction Amounts allocable to such Class, is at least 25% of the initial Class Principal Balance
of the Class E Certificates.


No Collective Consultation
Period shall limit the control and consultation rights of the “Controlling Note Holder” (as defined in the related
Intercreditor Agreement) of any Non-Serviced Loan Combination.


“Commission”
or “SEC”: The Securities and Exchange Commission or any successor thereto.


“Companion
Loan”: Any Serviced Pari Passu Companion Loan or Non-Serviced Companion Loan.


“Companion
Loan Holder”: Any Serviced Pari Passu Companion Loan Holder and/or Non-Serviced Companion Loan Holder, as the context
may require.


“Compensating
Interest Payment”: With respect to any Distribution Date, any payment made by the Master Servicer from its own funds
pursuant to Section 3.19(c) to cover Prepayment Interest Shortfalls incurred during the related Collection Period.


“Component
Notional Amount”: The notional amount on which any REMIC III Component of any Class of Interest Only Certificates
accrues interest, which, as of any date of determination, is equal to the then-current Uncertificated Principal Balance of such
REMIC III Component’s Corresponding REMIC II Regular Interest.


“Condemnation
Proceeds”: All cash amounts actually Received by the Trust or on behalf of the Trustee, the Master Servicer or the Special
Servicer in connection with the taking of all or a part of a Mortgaged Property or REO Property by exercise of the power of eminent
domain or condemnation (in the case of any Non-Trust-Serviced Pooled Mortgage Loan, to the extent of



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any
portions of such amounts received by the Master Servicer pursuant to the related Intercreditor Agreement), exclusive of any portion
thereof applied to the restoration of the related Mortgaged Property or REO Property (or placed in a reserve account for that
purpose) or required to be released to the related Borrower or any other third party in accordance with applicable law and/or
the terms and conditions of the related Mortgage Loan Documents or any other applicable document.


 


“Control-Eligible
Certificate”: Any Class E, Class F or Class G Certificate.


“Control-Eligible
Class”: The Class E, Class F or Class G Certificates.


“Corporate
Trust Office”: The corporate trust office of the Certificate Administrator or the Trustee, as the case may be, at which
at any particular time its duties, with respect to this Agreement shall be administered, which office is as of the Closing Date
located: (i) in the case of the Certificate Administrator, for Certificate transfer purposes, at Wells Fargo Center, Sixth
Street and Marquette Avenue, Minneapolis, Minnesota 55479; Attn: Corporate Trust Services Wells Fargo Commercial Mortgage Trust
2015-C31, and for all other purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services,
Wells Fargo Commercial Mortgage Trust 2015-C31; and (ii) in the case of the Trustee, at 1100 North Market Street, Wilmington,
Delaware 19890, Attention: CMBS Trustee WFCM 2015-C31.


“Corrected
Mortgage Loan”: Any Serviced Mortgage Loan or Serviced Loan Combination that had been a Specially Serviced Mortgage Loan
but has ceased to be such in accordance with the definition of “Specially Serviced Mortgage Loan” (other than by reason
of a Liquidation Event occurring in respect of such Serviced Mortgage Loan, Serviced Loan Combination or the related Mortgaged
Property becoming an REO Property). With respect to any Serviced Loan Combination, neither the related Serviced Mortgage Loan nor
the Serviced Loan Combination in whole shall be a Corrected Mortgage Loan unless both the Serviced Mortgage Loan and the entire
Serviced Loan Combination are Corrected Mortgage Loans.


“Corresponding
REMIC II Regular Interest(s)”: (a) With respect to any Class of Principal Balance Certificates (other than
the Class A-S, Class B, Class C and Class PEX Certificates) and the Class A-S Regular Interest, Class B
Regular Interest and Class C Regular Interest, the REMIC II Regular Interest opposite which such Class of Principal
Balance Certificates or Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest is set
forth in the Preliminary Statement in the table entitled “REMIC III—Corresponding REMIC II Regular Interests”;
(b) with respect to any REMIC III Component of the Class X-A Certificates, the REMIC II Regular Interest opposite
which such REMIC III Component is set forth in the Preliminary Statement in the table entitled “REMIC III—Corresponding
REMIC II Regular Interests”; (c) with respect to the REMIC III Component of the Class X-B Certificates,
the REMIC II Regular Interest opposite which such REMIC III Component is set forth in the Preliminary Statement in the
table entitled “REMIC III—Corresponding REMIC II Regular Interests”; and (d) with respect to
the REMIC III Component of the Class X-D Certificates, the REMIC II Regular Interest opposite which such REMIC III
Component is set forth in the Preliminary Statement in the table entitled “REMIC III—Corresponding REMIC II
Regular Interests”.



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


“CREFC®
Advance Recovery Report”: The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Advance Recovery Report” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided
that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable
to the Master Servicer, the Special Servicer and the Certificate Administrator. The preparation of each CREFC® Advance
Recovery Report shall constitute a responsibility of the Master Servicer and shall not constitute a responsibility of any other
party. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be required to deliver a CREFC®
Advance Recovery Report with respect to any Collection Period prior to the date when a Workout-Delayed Reimbursement Amount or
a Nonrecoverable Advance exists with respect to any Mortgage Loan.


“CREFC®
Bond Level File”: The monthly data file substantially in the form of, and containing the information called for in, the
downloadable form of the “Bond Level File” available as of the Closing Date on the CREFC® Website, or
such other form for the presentation of such information and containing such additional information as may from time to time be
recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided that,
to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the
Certificate Administrator.


“CREFC®
Collateral Summary File”: The monthly data file substantially in the form of, and containing the information called
for in, the downloadable form of the “Collateral Summary File” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from
time to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable
to the Certificate Administrator.



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“CREFC®
Comparative Financial Status Report”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date on the
CREFC® Website, or such other form for the presentation of such information as may from time to time be recommended
by the CREFC® for commercial mortgage-backed securities transactions generally; provided that, to the extent
that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer
and the Special Servicer.


“CREFC®
Delinquent Loan Status Report”: A monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided
that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable
to the Master Servicer and the Special Servicer.


“CREFC®
Financial File”: A monthly data file substantially in the form of, and containing the information called for in, the
downloadable form of the “Financial File” available as of the Closing Date on the CREFC® Website, or
such other form for the presentation of such information and containing such additional information as may from time to time be
recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided that,
to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the
Master Servicer.


“CREFC®
Historical Loan Modification & Corrected Mortgage Loan Report”: A monthly report substantially in the form of, and
containing the information called for in, the downloadable form of the “Historical Loan Modification Report” available
as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing
such additional information as may from time to time be recommended by the CREFC® for commercial mortgage-backed
securities transactions generally; provided that, to the extent that such other form contemplates such additional information,
such other form must be reasonably acceptable to the Master Servicer and the Special Servicer.


“CREFC®
Investor Reporting Package”: Collectively:


(a)          the following electronic data files: (i) CREFC® Loan Setup File, (ii) CREFC® Loan
Periodic Update File, (iii) CREFC® Property File, (iv) CREFC® Bond Level File, (v) CREFC®
Financial File, (vi) CREFC® Collateral Summary File and (vii) CREFC® Special Servicer Loan
File; and


(b)         the
following supplemental reports: (i) CREFC® Delinquent Loan Status Report, (ii) CREFC®
Historical Loan Modification & Corrected Mortgage Loan Report, (iii) CREFC® REO Status Report, (iv) CREFC®
Operating Statement Analysis Report, (v) CREFC® Comparative Financial Status Report, (vi) CREFC®
Servicer Watch List, (vii) CREFC® NOI Adjustment Worksheet, (viii) CREFC® Loan Level
Reserve/LOC Report, (ix) CREFC® Reconciliation of Funds Report, (x) CREFC® Advance Recovery 



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Report
and (xi) solely with respect to the Loan Combinations, CREFC® Total Loan Report.


 


Notwithstanding
anything in this Agreement to the contrary, in the event any of the electronic files listed in clause (a) of this definition
or any of the supplemental reports listed in clause (b) of this definition are amended or changed in any material respect
by the CREFC® and placed on the CREFC® Website or otherwise recommended by the CREFC®
for commercial mortgage-backed securities transactions generally, so long as such electronic files and such supplemental reports
are reasonably acceptable (as applicable) to the Master Servicer and the Special Servicer, then same shall be used with respect
to the Collection Period that commences at any time following the date that is not later than three (3) months following adoption
of the form thereof by the CREFC®.


“CREFC®
License Fee”: With respect to each Mortgage Loan and REO Mortgage Loan, a monthly fee payable in respect thereof in an
amount equal to the amount of interest accrued during the accrual period for such Mortgage Loan or REO Mortgage Loan under its
Mortgage Loan Documents at the related CREFC® License Fee Rate on the same balance, in the same manner and for the
same number of days as interest at the applicable Mortgage Rate accrued with respect to such Mortgage Loan or REO Mortgage Loan
during such accrual period, and will be prorated for partial periods. Any payments of the CREFC® License Fee shall
be made by the Master Servicer on a monthly basis on each Master Servicer Remittance Date to “CRE Finance Council”
and delivered by wire transfer pursuant to the following instructions (or such other instructions as may hereafter be furnished
by CREFC® to the Master Servicer in writing):


Account Name: Commercial Real Estate
Finance Council (CREFC)

Bank Name: JPMorgan Chase Bank, National Association

Bank Address: 80 Broadway, New York, NY 10005

Routing Number: 021000021

Account Number: 213597397


To the extent that
amounts on deposit in the Collection Account are insufficient to pay the CREFC® License Fee on any Master Servicer
Remittance Date, the Master Servicer shall apply any P&I Advances required to be made by it on the related P&I Advance
Date pursuant to Sections 4.03(a) and 4.03(b) to pay the balance of such CREFC® License Fee.


“CREFC®
License Fee Rate”: 0.0005% per annum.


“CREFC®
Loan Level Reserve/LOC Report”: A monthly report substantially in the form of, and containing the information called
for in, the “Loan Level Reserve Report” as adopted by the CREFC® and made available at the CREFC®
Website.


“CREFC®
Loan Periodic Update File”: The monthly data file substantially in the form of, and containing the information called
for in, the downloadable form of the “Loan Periodic Update File” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided
that, to the extent that such other form contemplates such






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additional
information, such other form must be reasonably acceptable to the Master Servicer, the Special Servicer and the Certificate Administrator.


 


“CREFC®
Loan Setup File”: The data file substantially in the form of, and containing the information called for in, the downloadable
form of the “Loan Setup File” available as of the Closing Date on the CREFC® Website, or such
other form for the presentation of such information and containing such additional information as may from time to time be recommended
by the CREFC® for commercial mortgage-backed securities transactions generally; provided that, to the extent
that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer,
the Special Servicer and the Certificate Administrator.


“CREFC®
NOI Adjustment Worksheet”: An annual report substantially in the form of, and containing the information called for in,
the downloadable form of the “NOI Adjustment Worksheet” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided
that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable
to the Master Servicer and the Special Servicer.


“CREFC®
Operating Statement Analysis Report”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Operating Statement Analysis Report” available as of the Closing Date on the CREFC®
Website or in such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided
that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable
to the Master Servicer.


“CREFC®
Property File”: A data file substantially in the form of, and containing the information called for in, the downloadable
form of the “Property File” available as of the Closing Date on the CREFC® Website, or such other form
for the presentation of such information and containing such additional information as may from time to time be recommended by
the CREFC® for commercial mortgage-backed securities transactions generally; provided that, to the extent
that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer
and the Special Servicer.


“CREFC®
Reconciliation of Funds Report”: A monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Reconciliation of Funds Report” available as of the Closing Date on the CREFC®
Website or in such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided
that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable
to the Certificate Administrator.






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“CREFC®
REO Status Report”: A monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the “REO Status Report” available as of the Closing Date on the CREFC® Website,
or in such other form for the presentation of such information and containing such additional information as may from time to time
be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided that,
to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the
Master Servicer and the Special Servicer.


“CREFC®
Servicer Watch List”: A monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the “Servicer Watch List” available as of the Closing Date on the CREFC® Website,
or in such other 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; provided that, to the extent
that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer.


“CREFC®
Special Servicer Loan File”: A data file substantially in the form of, and containing the information called for in,
the downloadable form of the “Special Servicer Loan File” available as of the Closing Date on the CREFC®
Website, or 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; provided that,
to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the
Special Servicer.


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


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


“Cross-Collateralized
Group”: Any group of Mortgage Loans that are cross-defaulted and cross-collateralized with each other.


“Cross-Collateralized
Mortgage Loan”: Any Mortgage Loan, that is, by its terms, cross-defaulted and cross-collateralized with any other Mortgage
Loan; provided that the Mortgage Loans that are part of any Loan Combination shall not constitute Cross-Collateralized Mortgage
Loans.


“Custodian”:
Wells Fargo Bank, National Association, in its capacity as Custodian hereunder, or any successor custodian appointed as herein
provided.



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“Cut-off
Date”: With respect to each Mortgage Loan, the Due Date for the Monthly Payment due on such Mortgage Loan in November
2015 (or, in the case of any Mortgage Loan that has its first Due Date in December 2015, the date that would have been its Due
Date in November 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).


“Cut-off
Date Pool Balance”: The aggregate Cut-off Date Principal Balance of all the Original Mortgage Loans.


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


“DBRS”:
DBRS, Inc. or its successor-in-interest. If neither such rating agency nor any successor remains in existence, “DBRS”
shall be deemed to refer to such other NRSRO or other comparable Person reasonably designated by the Depositor (and such designation
shall be deemed to be reasonable if the Person so designated is an NRSRO that has been regularly engaged in rating new issue commercial
mortgage-backed securities transactions during the 12 months preceding the designation), notice of which designation shall
be given to the other parties hereto, and specific ratings of DBRS herein referenced shall be deemed to refer to the equivalent
ratings of the party so designated. References herein to “applicable rating category” (other than such references to
“highest applicable rating category”) shall, in the case of DBRS, be deemed to refer to such applicable rating category
of DBRS, without regard to any plus or minus or other comparable rating qualification.


“Default
Charges”: Default Interest and/or late payment charges that are paid or payable, as the context may require, in respect
of any Mortgage Loan or Serviced Pari Passu Companion Loan or REO Mortgage Loan.


“Default
Interest”: With respect to any Mortgage Loan (or successor REO Mortgage Loan) or Serviced Pari Passu Companion Loan,
any amounts collected thereon, other than late payment charges, Prepayment Premiums or Yield Maintenance Charges, that represent
interest in excess of interest (exclusive, if applicable, of Post-ARD Additional Interest) accrued on the principal balance of
such Mortgage Loan (or REO Mortgage Loan) or Serviced Pari Passu Companion Loan at the related Mortgage Rate, such excess interest
arising out of a default under such Mortgage Loan or Serviced Pari Passu Companion Loan.


“Defaulted
Mortgage Loan”: A Serviced Mortgage Loan that is both (A) a Specially Serviced Mortgage Loan and (B) either
(i) delinquent 120 days or more with respect to any Balloon Payment or sixty (60) days or more with respect to any
other Monthly Payment, with such delinquency 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)
a Serviced Mortgage Loan as to which the amounts due thereunder have been accelerated following any other material default.


“Defective
Mortgage Loan”: Any Mortgage Loan as to which there exists a Material Breach or a Material Document Defect that has not
been cured in all material respects.



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“Deficient
Exchange Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate
Administrator, the Tax Administrator, the Custodian, the Trustee and each Servicing Function Participant and Additional Servicer
retained by it (other than a Designated 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 item 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.


“Definitive
Certificate”: As defined in Section 5.03(a).


“Definitive
Non-Registered Certificate”: Any Non-Registered Certificate that constitutes a Definitive Certificate.


“Deleted
Mortgage Loan”: A Defective Mortgage Loan that is purchased or repurchased, as the case may be, from the Trust or replaced
with one or more Replacement Mortgage Loans, in either case as contemplated by Section 2.03.


“Depositor”:
Wells Fargo Commercial Mortgage Securities, Inc., or its successor-in-interest.


“Depository”:
The Depository Trust Company or any successor Depository hereafter named as contemplated by Section 5.03(c). 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 Uniform
Commercial Code of the State of New York and a “clearing agency” registered pursuant to the provisions of Section 17A
of the Exchange Act.


“Designated
Non-Trust-Serviced Pooled Mortgage Loan”: A Non-Trust-Serviced Pooled Mortgage Loan with respect to which WFB acts as
the related Non-Trust Custodian. As of the Closing Date, each of the 11 Madison Avenue Mortgage Loan and the Patrick Henry Mall
Mortgage Loan shall be a Designated Non-Trust Serviced Pooled Mortgage Loan”.


“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
Sub-Servicer”: A Sub-Servicer or Additional Servicer required by a Mortgage Loan Seller to be retained by the Master
Servicer, as listed on Schedule IV hereto, including any Primary Servicer.


“Designated
Sub-Servicing Agreement”: Any Sub-Servicing Agreement between a Designated Sub-Servicer and the Master Servicer, including
any Primary Servicing Agreement.


“Designated
Trust Advisor Expenses”: Any Trust Advisor Expenses for which the Trust Advisor is indemnified under this Agreement or
for which any Non-Trust Trust Advisor is entitled to indemnification under the related Intercreditor Agreement and arise from any
legal



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action
that is pending or threatened against the Trust Advisor or any Non-Trust Trust Advisor at the time of its discharge, termination
or resignation under this Agreement or the related Non-Trust Pooling and Servicing Agreement.


 


“Determination
Date”: The 11th day of each month, or if such 11th day is not a Business Day, the Business Day immediately following
such 11th day, commencing in December 2015.


“Directly
Operate” or “Directly Operating”: With respect to any Administered REO Property, the furnishing or
rendering of services to the tenants thereof, the management or operation of such Administered REO Property, the holding of such
Administered REO Property primarily for sale or lease, the performance of any construction work thereon or any use of such Administered
REO Property in a trade or business conducted by the Trust other than through an Independent Contractor; provided that the
Special Servicer shall not be considered to Directly Operate an Administered REO Property solely because the Special Servicer 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 Administered REO Property.


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan), Serviced
Loan Combination or Administered REO Property, any compensation and other remuneration (including, without limitation, in the form
of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) received or retained by the Special
Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Borrower, any manager,
any guarantor or indemnitor in respect of a Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) and any purchaser
of any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan), Serviced Loan Combination or Administered REO Property)
in connection with the disposition, workout or foreclosure of any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage
Loan) or Serviced Loan Combination, the management or disposition of any Administered 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.


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


“Disqualified
Non-United States Tax Person”: With respect to any Class R Certificate, any Non-United States Tax Person or agent
thereof other than: (1) a Non-United States Tax Person that (a) holds such Class R Certificate and, for purposes
of Treasury Regulations Section 1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies that
it understands that, for purposes of Treasury Regulations Section 1.860E-1(c)(4)(ii), as a holder of such Class R Certificate
for United States federal income tax purposes, it may incur tax liabilities in excess of any cash flows generated by such Class R
Certificate and intends to pay taxes associated with holding such Class R Certificate, and (c) has furnished the Transferor,
the Trustee, the Certificate Administrator and the Tax Administrator with an effective IRS Form W-8ECI or successor form and
has agreed to update such form as required under the applicable Treasury regulations; or (2) a Non-United States Tax Person
that has delivered to the Transferor, the Trustee, the Certificate Administrator and the Tax Administrator an opinion of






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nationally
recognized tax counsel to the effect that (x) the Transfer of such Class R Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and (y) such Transfer of such Class R Certificate
will not be disregarded for United States federal income tax purposes.


 


“Disqualified
Organization”: Any of the following: (i) the United States or a possession thereof, any State or any political subdivision
thereof, 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 any such
governmental unit), (ii) a foreign government, international organization, or any agency or instrumentality of either of the
foregoing, (iii) any organization (except certain farmers’ cooperatives described in Section 521 of the Code) which
is exempt from the tax imposed by Chapter 1 of the Code (unless such organization is subject to the tax imposed by Section 511
of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381
of the Code or (v) any other Person so designated by the Tax Administrator, based upon an Opinion of Counsel delivered to
the Tax Administrator (but not at the Tax Administrator’s expense) to the effect that the holding of an Ownership Interest
in a Class R Certificate by such Person may cause the Trust 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.


“Disqualified
Partnership”: Any domestic entity classified as a partnership under the Code if any of its direct or indirect beneficial
owners (other than through a U.S. corporation) are (or, under the applicable partnership agreement, are permitted to be) Disqualified
Non-United States Tax Persons.


“Distribution
Account”: The segregated account or accounts created and maintained by the Certificate Administrator on behalf of the
Trustee, pursuant to Section 3.04(b), for the benefit of the Certificateholders, which shall be entitled “Wells
Fargo Bank, National Association [or the name of any successor Certificate Administrator], as Certificate Administrator, on behalf
of Wilmington Trust, National Association [or the name of any successor Trustee], as Trustee, for the benefit of the registered
holders of Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31, Distribution
Account”.


“Distribution
Date”: The fourth Business Day following the Determination Date in each month, commencing in December 2015. The first
Distribution Date shall be December 17, 2015.


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


“Document
Defect”: As defined in Section 2.03(a).


“Dodd-Frank
Act”: The Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended.


“DTC”:
The Depository Trust Company.



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


“Due Diligence
Service Provider”: As defined in Section 3.15(e).


“EDGAR”:
The Electronic Data Gathering, Analysis, and Retrieval System of the Commission, which is the computer system for the receipt,
acceptance, review and dissemination of documents submitted to the Commission in electronic format.


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


“Eligible
Account”: Any of the following:


(i)           an account maintained with a federal or state chartered depository institution or trust company, (A) the long term deposit
or long term unsecured debt obligations of which are rated no less than “A” by Fitch (to the extent rated by Fitch)
and “A2” by Moody’s, if the deposits are to be held in the account for more than thirty (30) days, or (B) the
short term deposit or short term unsecured debt obligations of which are rated no less than “F1” by Fitch (to the
extent rated by Fitch) and “P-1” by Moody’s if the deposits are to be held in the account for thirty (30) days
or less, in any event at any time funds are on deposit therein;


 


(ii)          for so long as WFB serves as Master Servicer hereunder, an account maintained with WFB, a wholly owned subsidiary of Wells
Fargo & Co., provided that such subsidiary’s (A) commercial paper, short term unsecured debt obligations or other short
term deposits are rated no less than “F1” by Fitch (to the extent rated by Fitch) and “P-1” by Moody’s
if the deposits are to be held in the account for thirty (30) days or less, or (B) long term unsecured debt obligations are rated
at least “A” by Fitch (to the extent rated by Fitch) and “A2” by Moody’s, if the accounts are to
be held in the account for more than thirty (30) days;


 


(iii)        a segregated trust account maintained with the trust department of a federal or state chartered depository institution
or trust company (which, subject to the remainder of this clause (iii), may include the Certificate Administrator
or the Trustee) acting in its fiduciary capacity, and which, in either case, has a combined capital and surplus of at least $50,000,000
and is subject to supervision or examination by federal or state authority and to regulations regarding fiduciary funds on deposit
similar to Title 12 of the Code of Federal Regulations Section 9.10(b) and the long-term unsecured debt obligations
of which are rated at least “A2” by Moody’s;


 






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(iv)        an account or accounts maintained with PNC Bank, National Association so long as PNC Bank, National Association’s
long-term unsecured debt obligations or deposit accounts are rated at least “A” by Fitch and “A2” by Moody’s,
if the deposits are to be held in the account for more than thirty (30) days, or PNC Bank, National Association’s short-term
unsecured debt obligations or deposit accounts are rated at least “F1” by Fitch and “P-1” by Moody’s,
if the deposits are to be held in the account for thirty (30) days or less;


 


(v)         an account or accounts maintained with KeyBank National Association, (i) so long as KeyBank National Association’s
long term unsecured debt rating shall be at least “A3” from Moody’s and “A-” from Fitch (if the
deposits are to be held in the account for more than thirty (30) days) or KeyBank National Association’s short-term deposit
or short-term unsecured debt rating shall be at least “P-1” from Moody’s and “F1” from Fitch (if
the deposits are to be held in the account for thirty (30) days or less), and (ii) so long as KeyBank National Association does
not service Mortgage Loans representing more than 10% of the Cut-off Date Pool Balance


 


(vi)        an account other than one listed in clauses (i) – (v) above that is maintained with any insured
depository institution that is the subject of a Rating Agency Confirmation from each and every Rating Agency; or


 


(vii)       an account 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) – (v) above that is the subject of a Rating Agency Confirmation from each
Rating Agency for which the minimum rating(s) set forth in the applicable clause is not satisfied with respect to such account.


 


“Emergency
Advance”: Any Servicing Advance, whether or not it is a Servicing Advance that, pursuant hereto, the Special Servicer
is required to make (at its sole discretion in accordance with the Servicing Standard) or to request the Master Servicer to make,
that must be made within three (3) Business Days of the Special Servicer obtaining actual knowledge that it must be made in
order to avoid any material penalty, any material harm to a Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan
Combination or any other material adverse consequence to the Trust Fund.


“Environmental
Insurance Policy”: With respect to any Mortgaged Property securing a Serviced Mortgage Loan or any Administered REO Property,
any insurance policy covering pollution conditions and/or other environmental conditions that is maintained from time to time in
respect of such Mortgaged Property or Administered REO Property, as the case may be, for the benefit of, among others, the Trustee
on behalf of the Certificateholders.


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


“Escrow
Payment”: Any payment received by the Master Servicer or the Special Servicer for the account of the Borrower under
any Serviced Mortgage Loan or Serviced Loan Combination for application toward the payment of real estate taxes, assessments,
insurance



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premiums
(including with respect to any Environmental Insurance Policy), ground rents (if applicable) and similar items in respect of the
related Mortgaged Property.


 


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


“Excess
Liquidation Proceeds”: The excess, if any, of (a) the Net Liquidation Proceeds from the sale or liquidation of a
Specially Serviced Mortgage Loan or an Administered REO Property (or the proceeds of the final payment (including any full, partial
or discounted payoff) on a Defaulted Mortgage Loan or a Corrected Mortgage Loan that were Received by the Trust, net of any and
all fees, expenses and costs payable therefrom), over (b) the sum of (i) the amount needed to pay all principal, interest
(including Default Interest and (if applicable) Post-ARD Additional Interest), Prepayment Premiums or Yield Maintenance Charges
(as applicable) and late payment charges payable with respect to such Mortgage Loan or the related REO Mortgage Loan, as the case
may be (together with, without duplication, any outstanding Unliquidated Advances in respect of any such principal or interest),
in full, (ii) any other fees that would constitute Additional Master Servicing Compensation and/or Additional Special Servicing
Compensation, (iii) any related unreimbursed Servicing Advances (together with, without duplication, outstanding Unliquidated
Advances in respect of prior Servicing Advances), (iv) all unpaid Advance Interest on any related Advances (but (for the avoidance
of doubt) excluding any Unliquidated Advances), (v) any related Liquidation Fee and/or Special Servicing Fees paid or payable
in respect of such Specially Serviced Mortgage Loan or the related REO Mortgage Loan, (vi) any other Additional Trust Fund
Expenses paid or payable in respect of such Mortgage Loan or Administered REO Property, and (vii) in the case of (a) any
Specially Serviced Mortgage Loan that is a Serviced Loan Combination or (b) any Administered REO Property relating to a Serviced
Loan Combination, any portion of such Net Liquidation Proceeds payable to any one or more of the related Serviced Pari Passu Companion
Loan Holder(s) pursuant to the terms of the related Intercreditor Agreement. With respect to any Non-Serviced Loan Combination,
Excess Liquidation Proceeds shall mean the related Non-Trust-Serviced Pooled Mortgage Loan’s pro rata share of
any “Excess Liquidation Proceeds” as defined in, and determined in accordance with, the related Non-Trust Pooling and
Servicing Agreement that are Received by the Trust.


“Excess
Liquidation Proceeds Account”: The segregated account (or the sub-account of the Distribution Account) created and maintained
by the Certificate Administrator on behalf of the Trustee pursuant to Section 3.04(d) for the benefit of the Certificateholders,
which shall be entitled “Wells Fargo Bank, National Association [or the name of any successor Certificate Administrator],
as Certificate Administrator on behalf of Wilmington Trust, National Association [or name of any successor Trustee], as Trustee,
for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31, Excess Liquidation Proceeds Account”.


“Excess
Servicing Fee Rate”: With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO
Mortgage Loan with respect thereto), a rate per annum equal to zero (0) basis points. If the Excess Servicing Fee Rate
is a rate per annum that is greater than zero (0) basis points, such rate shall be subject to reduction at any time
following any resignation of the Master Servicer pursuant to Section 6.04 (if no successor is appointed in accordance
with Section 6.04(b)) or any termination of the Master Servicer pursuant to






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Section 7.01,
to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master
Servicer (which successor may include the Trustee) that meets the requirements of Section 7.02.


“Excess
Servicing Fee Right”: With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO
Mortgage Loan with respect thereto), the right to receive Excess Servicing Fees. In the absence of any transfer of the Excess Servicing
Fee Right by the Master Servicer, the Master Servicer shall be the owner of such Excess Servicing Fee Right with respect to each
Mortgage Loan and any Serviced Pari Passu Companion Loan (and any successor REO Mortgage Loan with respect thereto).


“Excess
Servicing Fees”: With respect to each Mortgage Loan and any Serviced Pari Passu Companion Loan (and any successor REO
Mortgage Loan with respect thereto), that portion of the Master Servicing Fees that accrue at a per annum rate equal to
the Excess Servicing Fee Rate.


“Excess
Trust Advisor Expenses”: With respect to each Distribution Date, an amount equal to the positive amount, if any, of the
Trust Advisor Expenses for such Distribution Date, less the amount of any such Trust Advisor Expenses allocated to reduce
the aggregate Interest Distribution Amount of the Class B Regular Interest, the Class C Regular Interest and the Class D
Certificates for such Distribution Date.


“Exchange
Act”: The Securities Exchange Act of 1934, as it may be amended from time to time.


“Exchange
Date”: As defined in Section 5.09(c).


“Exchange
Proportion”: With respect to any exchange of Exchangeable Certificates pursuant to Section 5.09, Class A-S,
Class B and Class C Certificates with original Certificate Principal Balances (regardless of current Certificate Principal
Balance) that represent approximately 31.50%, 38.58% and 29.92%, respectively, of the aggregate original Certificate Principal
Balances of all Class A-S, B and C Certificates involved in the exchange.


“Exchangeable
Certificates”: The Class A-S, Class B, Class C and Class PEX Certificates.


“Excluded
Controlling Class Holder”: With respect to any Excluded Controlling Class Loan, the Subordinate Class Representative
or any Subordinate Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling
Class Loan. Promptly upon obtaining actual knowledge of any such Person becoming an “Excluded Controlling Class Holder”,
such Subordinate Class Representative or Subordinate Class Certificateholder, as applicable, shall provide notice in the form
of Exhibit K-3A hereto to the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee and the Certificate
Administrator, which notice shall be physically delivered in accordance with Section 12.05 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 K-3B hereto,
which notice shall provide each of the CTSLink User IDs associated with such Excluded 



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Controlling Class Holder, and which such
notice shall direct the Certificate Administrator to restrict such Excluded Controlling
Class Holder’s access to the Certificate Administrator’s Website as provided in this Agreement. For the avoidance
of doubt, if a Person is not an Excluded Controlling Class Holder, such Person also is not an Excluded Holder. For the avoidance
of doubt, there are no Excluded Controlling Class Holders related to this Trust as of the Closing Date.


 


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


“Excluded
Holder”: With respect to an Excluded Loan, either or each of the Majority Subordinate Certificateholder and/or the Subordinate
Class Representative, as applicable, in the event that such Person is a Borrower Party with respect to such Excluded Loan. For
the avoidance of doubt, whether the Majority Subordinate Certificateholder or the Subordinate Class Representative, as applicable,
is an Excluded Holder shall be determined individually based upon whether such Person is a Borrower Party, irrespective of whether
such other Person is an Excluded Holder. Promptly upon obtaining actual knowledge of either such Person becoming an “Excluded
Holder”, the Majority Subordinate Certificateholder or Subordinate Class Representative, as the case may be, shall provide
notice in the form of Exhibit K-3A hereto to the Master Servicer, the Special Servicer, the Trustee and the Certificate
Administrator, which such notice shall be physically delivered and shall specifically identify the Excluded Holder and the subject
Mortgage Loan or Loan Combination, as applicable. Additionally, any Excluded Holder shall also send the Certificate Administrator
a notice substantially in the form of Exhibit K-3B hereto, which such notice shall provide each of the CTSLink User IDs
associated with such Excluded Holder, and which such notice shall direct the Certificate Administrator to restrict such Excluded
Holder’s access to the Certificate Administrator’s Website as provided in this Agreement; provided, that thereafter
the Excluded Holder shall be granted access to the Certificate Administrator’s Website other than to the separate tab or
heading designated “Excluded Information” upon receipt by the Certificate Administrator of notice in the form of Exhibit
K-2B hereto. For the avoidance of doubt, any Excluded Holder is also an Excluded Controlling Class Holder. For the avoidance
of doubt, there are no Excluded Holders related to this Trust as of the Closing Date.


“Excluded
Information”: Information related exclusively to an Excluded Controlling Class Loan, which includes any Asset Status
Reports, Final Asset Status Reports (or summaries thereof), and inspection reports related to Specially Serviced Mortgage Loans
conducted by the Special Servicer or any Excluded Special Servicer, and which may include any Trust Advisor reports to the Certificate
Administrator regarding the Special Servicer’s net present value determination, any Appraisal Reduction Amount calculations
delivered pursuant to Section 3.28(d) and 3.28(e), and any Officer’s Certificates delivered by the Master
Servicer, the Special Servicer or the Trustee pursuant to Section 3.11(h) or Section 4.03(c) supporting a non-recoverability
determination, or such other information and reports designated as Excluded Information by the Special Servicer, the Master Servicer
or the Trust Advisor, as applicable, but



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in
each case, other than such information with respect to such Excluded Controlling Class Loan(s) 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 (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, any Excluded Special Servicer and the Trust
Advisor shall deliver any Excluded Information to the Certificate Administrator in accordance with Section 3.29 hereof.
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 3.29 hereof.


 


“Excluded
Loan”: A Mortgage Loan or Loan Combination with respect to which, as of any date of determination, the Majority Subordinate
Certificateholder and/or the Subordinate Class Representative, as applicable, is a Borrower Party. For the avoidance of doubt,
any Excluded Loan is also an Excluded Controlling Class Loan. For the avoidance of doubt, there are no Excluded Loans related to
this Trust as of the Closing Date.


“Excluded
Special Servicer”: With respect to any Excluded Special Servicer Loan, a special servicer that is not a Borrower Party
and satisfies all of the eligibility requirements applicable to the special servicer set forth in this Agreement. For the avoidance
of doubt, there are no Excluded Special Servicers related to this Trust as of the Closing Date.


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


“Exemption”:
PTE 96-22 issued to a predecessor of WFS, as amended by PTE 2013-08 and as may be subsequently amended following the Closing Date.


“Exemption-Favored
Party”: Any of (i) WFS, (ii) any Person directly or indirectly, through one or more intermediaries, controlling,
controlled by or under common control with WFS and (iii) any member of any underwriting syndicate or selling group of which
any Person described in clauses (i) and (ii) is a manager or co-manager with respect to a Class of Certificates.


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


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


“Final
Asset Status Report”: As defined in Section 3.24(a)(vi).


“Final
Distribution Date”: The Distribution Date on which the final distribution is to be made with respect to the Certificates
in connection with a termination of the Trust Fund pursuant to Article IX.






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“Final Recovery
Determination”: A determination by the Special Servicer with respect to any Specially Serviced Mortgage Loan or Corrected
Mortgage Loan or Administered REO Property, or by the related Non-Trust Special Servicer with respect to a Non-Trust-Serviced Pooled
Mortgage Loan that is a “Specially Serviced Mortgage Loan” (as defined in the related Non-Trust Pooling and Servicing
Agreement) or any related Administered REO Property, that there has been a recovery of all Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds and other payments or recoveries that the Special Servicer or the Master Servicer has determined, in accordance
with the Servicing Standard, will be ultimately Received by the Trust; provided that the term Final Recovery Determination
shall not apply to: (i) a Mortgage Loan or Serviced Loan Combination that was paid in full (including by means of a payoff
on behalf of the Borrower, or the purchase of such Mortgage Loan or Serviced Loan Combination, by a mezzanine lender or another
creditor of the related Borrower in connection with a Mortgage Loan default, as set forth in the related intercreditor agreement)
or (ii) a Mortgage Loan, Serviced Loan Combination or Administered REO Property, as the case may be, that was purchased by
(a) any Responsible Repurchase Party pursuant to the related Mortgage Loan Purchase Agreement, (b) an Interested Person,
the Trustee or the Majority Subordinate Certificateholder in connection with the purchase of a Mortgage Loan or Administered REO
Property pursuant to Section 3.18, (c) any Subordinate Class Certificateholder(s), the Master Servicer or
the Special Servicer pursuant to Section 9.01 or (d) in respect of a Non-Trust-Serviced Pooled Mortgage Loan by
any other party pursuant to the related Intercreditor Agreement and/or pursuant to terms analogous to those set forth in clause (ii)(a),
(b) or (c) above contained in the related Non-Trust Pooling and Servicing Agreement; and provided, further,
that, for purposes of making any such determination with respect to a Non-Trust-Serviced Pooled Mortgage Loan or any related REO
Property, the Master Servicer shall be entitled to rely on, and shall be required to follow, any such determination made pursuant
to the related Non-Trust Pooling and Servicing Agreement by the related Non-Trust Master Servicer or the related Non-Trust Special
Servicer, as applicable.


 


“Fitch”:
Fitch Ratings, Inc. or its successor-in-interest. If neither such rating agency nor any successor remains in existence, “Fitch”
shall be deemed to refer to such other NRSRO or other comparable Person reasonably designated by the Depositor (and such designation
shall be deemed to be reasonable if the Person so designated is an NRSRO that has been regularly engaged in rating new issue commercial
mortgage-backed securities transactions during the 12 months preceding the designation), notice of which designation shall
be given to the other parties hereto, and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent
ratings of the party so designated. References herein to “applicable rating category” (other than such references to
“highest applicable rating category”) shall, in the case of Fitch, be deemed to refer to such applicable rating category
of Fitch, without regard to any plus or minus or other comparable rating qualification.


 


“Form 8-K
Disclosure Information”: As defined in Section 11.10.


 


“Form 10-K
Filing Deadline”: As defined in Section 11.08.


 


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


 


“GAAP”:
Generally accepted accounting principles in the United States.


 






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“Global Certificates”:
The Rule 144A Global Certificates and the Regulation S Global Certificates, collectively.


 


“Grantor Trust”:
A grantor trust as defined under subpart E of part 1 of subchapter J of the Code.


 


“Grantor Trust
Pool”: The Grantor Trust created herein containing the Class A-S Specific Grantor Trust Assets, the Class B
Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets and the Class PEX Specific Grantor Trust Assets.


 


“Grantor Trust
Provisions”: Subpart E of part I of subchapter J of the Code, including Treasury Regulations Section 301.7701-4(c)(2).


 


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


 


“Hazardous
Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including those so identified
pursuant to CERCLA or any other federal, state or local environmental related laws and regulations now existing or hereafter enacted,
and specifically including asbestos and asbestos-containing materials, polychlorinated biphenyls (“PCBs”), 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.


 


“Holder”:
As defined in the definition of “Certificateholder”.


 


“Holiday Inn
– Lafayette Mortgage Loan”: The Mortgage Loan identified as Loan No. 23 on the Mortgage Loan Schedule.


 


“Holiday Inn
– Lafayette Retained Fee Amount”: As defined in Section 3.11(a).


 


“Indemnified
Items”: With respect to a Non-Trust-Serviced Pooled Mortgage Loan, as defined in the related Intercreditor Agreement
or, if not defined therein, any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any
other costs, liabilities, fees and expenses incurred in connection with servicing and administration of the related Non-Serviced
Loan Combination (or, with respect to the related Non-Trust Trust Advisor, incurred in connection with the provision of services
for the related Non-Serviced Loan Combination) under the related Non-Trust Pooling and Servicing Agreement.


 


“Indemnified
Parties”: With respect to a Non-Trust-Serviced Pooled Mortgage Loan, as defined in the related Intercreditor Agreement
or, if not defined therein, each of the related Non-Trust Depositor, the related Non-Trust Master Servicer, the related Non-Trust
Special Servicer, the related Non-Trust Certificate Administrator, the related Non-Trust Trustee and the related Non-Trust Trust
Advisor (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified
parties in the related Non-Trust Pooling and Servicing Agreement in respect of other mortgage loans).


 






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“Independent”:
When used with respect to any specified Person, any such Person who (i) is in fact independent of, (ii) does not have
any direct financial interest in or any material indirect financial interest in any of and (iii) is not connected (as an officer,
employee, promoter, underwriter, trustee, partner, director or Person performing similar functions) with, any of the following
and any and all Affiliates thereof: the Depositor, each Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Tax Administrator, the Trustee, the Trust Advisor, the Subordinate Class Representative, and, if applicable,
insofar as the relevant matter involves a Non-Trust-Serviced Pooled Mortgage Loan (whether alone or together with one or more other
Mortgage Loans), each Non-Trust Depositor, Non-Trust Master Servicer, Non-Trust Special Servicer, Non-Trust Certificate Administrator,
Non-Trust Trustee, Non-Trust Trust Advisor and Non-Trust Subordinate Class Representative and any and all Affiliates thereof;
provided that a Person shall not fail to be Independent of any of the aforementioned parties merely because such Person
is the beneficial owner of 1% or less of any class of securities issued by any such party; provided that such ownership
constitutes less than 1% of the total assets owned by such Person.


 


“Independent
Contractor”: (a) Any Person that would be an “independent contractor” with respect to any REMIC Pool
within the meaning of Section 856(d)(3) of the Code if such REMIC Pool 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 Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust,
delivered to the Trustee), provided that (i) the Trust does not receive or derive any income from such Person and (ii) 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);
or (b) any other Person upon receipt by the Trustee of an Opinion of Counsel, which shall be at no expense to the Trustee,
the Certificate Administrator or the Trust, to the effect that the taking of any action in respect of any Administered 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 Administered 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 Administered REO Property to fail to qualify
as Rents from Real Property.


 


“Initial Majority
Subordinate Certificateholder”: Eightfold Real Estate Capital Series Trust, a Delaware statutory trust.


 


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


 


“Initial Subordinate
Class Representative”: Eightfold Real Estate Capital, L.P., a Delaware limited partnership.


 


“Insolvency
Event”: With respect to any Person, an Insolvency Event shall be deemed to have occurred if (A) 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, administrator
or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling


 






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of assets and liabilities or similar proceedings,
or for the winding-up or liquidation of its affairs, shall have been entered against such Person and such decree or order shall
have remained in force undischarged, undismissed or unstayed for a period of sixty (60) days, (B) such Person shall consent
to the appointment of a conservator, receiver, liquidator, administrator or similar official in any bankruptcy, insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Person or of or relating to all or
substantially all of its property, or (C) such Person 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.


 


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


 


“Insurance
Policy”: With respect to any Mortgage Loan or REO Property, any hazard insurance policy, terrorism insurance policy,
flood insurance policy, title insurance policy, earthquake insurance policy, Environmental Insurance Policy, business interruption
insurance policy or other insurance policy that is maintained from time to time in respect of such Mortgage Loan (or the related
Mortgaged Property) or such REO Property, as the case may be.


 


“Insurance
Proceeds”: Proceeds paid under any Insurance Policy and received by or on behalf of the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer (including with respect to a Non-Trust-Serviced Pooled Mortgage Loan or any related
REO Property, any such proceeds remitted to the Master Servicer by the related Non-Trust Master Servicer or the related Non-Trust
Special Servicer pursuant to the related Intercreditor Agreement and/or the related Non-Trust Pooling and Servicing Agreement),
to the extent such proceeds are not applied to the restoration of the related Mortgaged Property or REO Property (or placed in
a reserve account for that purpose) or released to the related Borrower or any other third party pursuant to the terms of the related
Mortgage or lease, in accordance with the Servicing Standard.


 


“Insured Environmental
Event”: As defined in Section 3.07(d).


 


“Intercreditor
Agreement”: With respect to any Loan Combination, the related agreement between noteholders, intercreditor, co-lender
or similar agreement in effect from time to time by and between the holders of the related Mortgage Loan and the related Companion
Loan(s) relating to the relative rights of such holders.


 


“Interest
Accrual Basis”: The basis on which interest accrues in respect of any Mortgage Loan, any REMIC I Regular Interest,
any REMIC II Regular Interest, any Regular Certificate, any of the Class A-S, Class B and Class C Certificates,
any of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest or any particular REMIC III
Component of a Class of Interest Only Certificates, in each case consisting of one of the following: (i) a 30/360 Basis; or
(ii) an Actual/360 Basis.


 






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“Interest
Accrual Period”: With respect to any REMIC I Regular Interest, any REMIC II Regular Interest, any Regular Certificate,
any of the Class A-S, Class B and Class C Certificates, any of the Class A-S Regular Interest, Class B
Regular Interest and Class C Regular Interest or any particular REMIC III Component of a Class of Interest Only Certificates,
for any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs, and calculated
assuming that each month has 30 days and each year has 360 days.


 


“Interest
Distribution Amount”: With respect to any Class of Regular Certificates and any of the Class A-S Regular Interest,
Class B Regular Interest and Class C Regular Interest for any Distribution Date, an amount of interest equal to the sum
of (I) the amount of Accrued Certificate Interest in respect of such Class for the related Interest Accrual Period, reduced
(to not less than zero) by that portion, if any, of the Net Aggregate Prepayment Interest Shortfall for such Distribution Date
allocated to such Class as provided below (such Accrued Certificate Interest, the “Unadjusted Distributable Certificate
Interest” for such Class and Distribution Date) and (II) any shortfall between the amount described in clause (I)
for any prior Distribution Date and the amount of interest actually distributed on such Class on such prior Distribution Date and
remaining unpaid as of this Distribution Date (such amounts described in this clause (II), a “Class Interest
Shortfall”); provided that such sum shall be adjusted as follows: (i) in the case of the Class B Regular
Interest, the Class C Regular Interest and the Class D Certificates, such sum shall be reduced by the amount of Trust
Advisor Expenses allocated to such Class under Section 4.05; (ii) if and to the extent that any such Trust Advisor
Expenses were previously allocated to reduce such sum on the Class B Regular Interest, Class C Regular Interest and/or
Class D Certificates on a prior Distribution Date, such sum shall be increased (in each case, up to the amount of the Trust
Advisor Expenses previously so allocated to such Class), and such sum on the Class D Certificates and (if necessary) the Class C
Regular Interest (in that order) will be reduced (in each case, up to such sum for such Class); (iii) if any such Trust Advisor
Expenses were previously allocated to the Class B Regular Interest, Class C Regular Interest or Class D or Certificates,
and the expenses are subsequently recovered from a source other than the Borrowers under the Mortgage Loans or the related Mortgaged
Properties, then, to the extent of any portion of such recovery remaining after application to reimburse the Holders of any Principal
Balance Certificates that suffered write-offs in connection with Trust Advisor Expenses as provided in Section 4.01(a),
such sums on such Classes in the aggregate will be increased by the amount of such recovery, which aggregate increase shall be
allocated to the Class B Regular Interest, the Class C Regular Interest and the Class D Certificates, in that order,
in each case up to the aggregate unrecovered amount of such Trust Advisor Expenses previously allocated to such Class; and (iv) if
the Class Principal Balance of such Class of Regular Certificates or Class A-S Regular Interest, Class B Regular Interest
or Class C Regular Interest, as applicable, is deemed to have been increased immediately prior to such Distribution Date pursuant
to the proviso to the definition of “Class Principal Balance” because the Principal Distribution Amount for such Distribution
Date includes any collections of amounts that (x) had previously been determined to constitute Nonrecoverable Advances, (y) were
reimbursed to a party to this Agreement from the principal portions of P&I Advances and/or payments or other collections of
principal on the Mortgage Pool in a Collection Period prior to the one related to such Distribution Date (pursuant to Section 3.05(a)(II)(iv))
and (z) were recovered in the Collection Period related to such Distribution Date, such sum shall be increased by interest
at the Pass-Through Rate(s) applicable to such Class for the applicable Interest Accrual Periods on the amount of such increase
to its 


 






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Certificate Principal Balance accrued from the Distribution Date(s) on which the amount of such increase(s) were most recently
written down on such Class (whether such written down amount(s) were written down as a result of the Realized Loss whose recovery
has resulted in the increase or as a result of subsequent allocations of Realized Loss(es) unrelated to such Realized Loss whose
recovery has resulted in the increase(s)) to, but not including, such current Distribution Date (such amounts described in this
clause (iv), “Recovered Interest Amounts”).


 


For purposes of clause (I)
above, the portion of the Net Aggregate Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated to
each Class of Principal Balance Certificates (other than the Class A-S, Class B, Class C and Class PEX Certificates)
and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest in an amount equal to
the product of (i) the amount of such Net Aggregate Prepayment Interest Shortfall and (ii) a fraction, the numerator
of which is the Accrued Certificate Interest for such Class for such Distribution Date and the denominator of which is the aggregate
amount of Accrued Certificate Interest for all Classes of Principal Balance Certificates (other than the Class A-S, Class B,
Class C and Class PEX Certificates) and the Class A-S Regular Interest, Class B Regular Interest and Class C
Regular Interest for such Distribution Date. No portion of any Net Aggregate Prepayment Interest Shortfall for any Distribution
Date shall be allocated to the Interest Only Certificates. Any Net Aggregate Prepayment Interest Shortfall allocated to the Class A-S
Regular Interest, Class B Regular Interest or Class C Regular Interest for any Distribution Date shall be allocated (i) in
the case of the Class A-S Regular Interest, between the Class A-S Certificates and Class A-S-PEX Component on such
Distribution Date in accordance with the Class A-S Percentage Interest for such Distribution Date and the Class A-S-PEX
Percentage Interest for such Distribution Date, respectively, (ii) in the case of the Class B Regular Interest, between
the Class B Certificates and Class B-PEX Component on such Distribution Date in accordance with the Class B Percentage
Interest for such Distribution Date and the Class B-PEX Percentage Interest for such Distribution Date, respectively and (iii) in
the case of the Class C Regular Interest, between the Class C Certificates and Class C-PEX Component on such Distribution
Date in accordance with the Class C Percentage Interest for such Distribution Date and the Class C-PEX Percentage Interest
for such Distribution Date, respectively.


 


“Interest
Only Certificates”: Collectively, the Class X-A, Class X-B and Class X-D Certificates.


 


“Interest
Reserve Account”: The segregated account (or sub-account of the Distribution Account) created and maintained by the Certificate
Administrator on behalf of the Trustee, pursuant to Section 3.04(c), for the benefit of the Certificateholders, which
shall be entitled “Wells Fargo Bank, National Association [or the name of any successor Certificate Administrator], as Certificate
Administrator, on behalf of Wilmington Trust, National Association [or the name of any successor Trustee], as Trustee, for the
benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31, Interest Reserve Account”.


 


“Interest
Reserve Amount”: With respect to each Mortgage Loan that is an Interest Reserve Loan (or the related successor REO Mortgage
Loan), for any Distribution Date that occurs during February of any year or during January of any year that is not a leap year,
an amount equal to one day’s interest accrued at the related Net Mortgage Rate on the related Stated


 






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Principal Balance as
of the beginning of the Collection Period related to such Distribution Date, but prior to giving effect to the application of any
amounts due on the Due Date occurring in such Collection Period, to the extent that a Monthly Payment is Received by the Trust
with respect to such Interest Reserve Loan for the related Due Date in the same month as such Distribution Date on or before the
related Master Servicer Remittance Date or a P&I Advance is made under this Agreement with respect to such Interest Reserve
Loan by such Distribution Date. For purposes of calculating Interest Reserve Amounts, the Net Mortgage Rate for each Interest Reserve
Loan shall be the Net Mortgage Rate in effect (including as a result of any step-up provision) under the original terms of such
Interest Reserve Loan in effect as of the Closing Date, without regard to any modifications, extensions, waivers or amendments
of such Interest Reserve Loan subsequent to the Closing Date (whether entered into by the Master Servicer, the Special Servicer,
the Non-Trust Master Servicer or the Non-Trust Special Servicer or in connection with any bankruptcy, insolvency or other similar
proceeding involving the related Borrower).


 


“Interest
Reserve Loan”: Each Mortgage Loan that is an Actual/360 Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto).


 


“Interested
Person”: The Depositor, the Master Servicer, the Special Servicer, any Borrower, any manager of a Mortgaged Property,
any independent contractor engaged by the Special Servicer, the Trust Advisor, or, in connection with any individual Mortgage Loan
or holder of a related mezzanine loan, or any known Affiliate of any such party described above.


 


“Interested
SLC Person”: With respect to a Serviced Loan Combination, an “Interested Person” as defined in the related
Intercreditor Agreement or, if not defined therein, “Interested SLC Person” shall mean the Depositor, each related
Other Depositor, the Master Servicer, each related Other Master Servicer, the Special Servicer, each related Other Special Servicer,
each related Other Trustee, the related Borrower, any manager of the related Mortgaged Property, any independent contractor engaged
by the Special Servicer, the Trust Advisor, each related Other Trust Advisor, the Subordinate Class Representative, each related
Serviced Pari Passu Companion Loan Holder (or representative thereof), any holder of a related mezzanine loan, or any known Affiliate
of any such party described above.


 


“Investment
Account”: Each of the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account (if any), the Servicing
Accounts, the Reserve Accounts, the REO Account, the Distribution Account, the Interest Reserve Account and the Excess Liquidation
Proceeds Account.


 


“Investment
Company Act”: The Investment Company Act of 1940, as it may be amended from time to time.


 


“Investment
Grade Certificate”: As of any date of determination, a Certificate that is rated in one of the four highest generic rating
categories by at least one Rating Agency that is defined as a “Rating Agency” under Section III of the Exemption.


 


“Investor-Based
Exemption”: Any of Prohibited Transaction Class Exemption (“PTCE”) 84-14 (for transactions by
independent “qualified professional asset managers”), PTCE 90-1 (for


 






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transactions by insurance company pooled separate
accounts), PTCE 91-38 (for transactions by bank collective investment funds), PTCE 95-60 (for transactions by insurance company
general accounts) or PTCE 96-23 (for transactions effected by “in-house asset managers”), or any comparable exemption
available under any Similar Law.


 


“Investor
Confidentiality Agreement”: An investor confidentiality agreement in the form of Exhibit K-4 hereto.


 


“Investor
Q&A Forum”: As defined in Section 8.12(d).


 


“Investor
Registry”: As defined in Section 8.12(e).


 


“IRS”:
The Internal Revenue Service or any successor thereto.


 


“Issue Price”:
With respect to each Class of Certificates, the “issue price” as defined in the Code and Treasury regulations promulgated
thereunder.


 


“Late Collections”:
(a) With respect to any Mortgage Loan or Serviced Loan Combination, all amounts Received by the Trust thereon during any Collection
Period, whether as payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which (as applied under
Section 1.03) represent collections of the principal and/or interest portions of a Monthly Payment (other than a Balloon
Payment) or an Assumed Monthly Payment in respect of such Mortgage Loan or Serviced Loan Combination due or deemed due on a Due
Date in a previous Collection Period or on a Due Date during or prior to the month of the Cut-off Date for such Mortgage Loan or
Serviced Loan Combination, and not previously Received by the Trust; and (b) with respect to any REO Mortgage Loan, all amounts
Received by the Trust in connection with the related REO Property during any Collection Period, whether as Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which (as applied under Section 1.03) represent
collections of the principal and/or interest portions of a Monthly Payment (other than a Balloon Payment) or an Assumed Monthly
Payment in respect of the predecessor Mortgage Loan or Serviced Loan Combination or the principal and/or interest portions of an
Assumed Monthly Payment in respect of such REO Mortgage Loan due or deemed due on a Due Date in a previous Collection Period and
not previously Received by the Trust. Late Collections do not include Default Charges.


 


“Latest Possible
Maturity Date”: With respect to any REMIC I Regular Interest, any REMIC II Regular Interest, any REMIC III
Component, any Class of Regular Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C
Regular Interest, the “latest possible maturity date” thereof, calculated solely for purposes of satisfying Treasury
Regulations Section 1.860G-1(a)(4)(iii).


 


“Letter of
Credit”: With respect to any Mortgage Loan or Serviced Loan Combination, any third-party letter of credit delivered by
or at the direction of the related Borrower pursuant to the terms of such Mortgage Loan or Serviced Loan Combination in lieu of
the establishment of, or deposit otherwise required to be made into, a Reserve Fund or otherwise pledged or assigned by the related
Borrower as Additional Collateral.


 






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“Liberty Island”:
Liberty Island Group I LLC, a Delaware limited liability company, or its successor-in-interest.


 


“Liberty Island
Group”: Liberty Island Group LLC, a Delaware limited liability company, or its successor-in-interest.


 


“Liquidation
Event”: (a) With respect to any Mortgage Loan or Serviced Loan Combination, any of the following events: (i) such
Mortgage Loan or Serviced Loan Combination is paid in full, (ii) a Final Recovery Determination is made with respect to such
Mortgage Loan or Serviced Loan Combination, (iii) such Mortgage Loan is repurchased or replaced by a Responsible Repurchase
Party pursuant to the related Mortgage Loan Purchase Agreement, as contemplated by Section 2.03, (iv) such Mortgage
Loan or Serviced Loan Combination is sold pursuant to Section 3.18, (v) such Mortgage Loan is purchased by any
Subordinate Class Certificateholder(s), the Master Servicer or the Special Servicer pursuant to Section 9.01,
(vi) such Mortgage Loan is acquired by the Sole Certificateholder(s) in exchange for all of the Certificates pursuant to Section 9.01,
(vii) such Mortgage Loan or Serviced Loan Combination is paid off or purchased by the holder of a related mezzanine loan or
another creditor of the Borrower in connection with a Mortgage Loan default, if so permitted and set forth in the related intercreditor
agreement or (viii) in the case of a Non-Trust-Serviced Pooled Mortgage Loan, such Mortgage Loan is purchased by any party
pursuant to terms analogous to those set forth in the preceding clauses (a)(i), (ii), (iii), (iv),
(v), (vi) or (vii) contained in the related Non-Trust Pooling and Servicing Agreement and/or the related
Intercreditor Agreement; and (b) with respect to any REO Property (and the related REO Mortgage Loan), any of the following
events: (i) a Final Recovery Determination is made with respect to such REO Property, (ii) such REO Property is repurchased
or replaced by a Responsible Repurchase Party pursuant to the related Mortgage Loan Purchase Agreement, as contemplated by Section 2.03,
(iii) such REO Property is purchased by the Master Servicer, the Special Servicer or any Subordinate Class Certificateholder(s)
pursuant to Section 9.01, or (iv) in the case of any REO Property (and the related REO Mortgage Loan) related
to any Non-Trust-Serviced Pooled Mortgage Loan, any event contemplated in the preceding clauses (b)(i), (ii) or
(iii) occurs pursuant to the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement,
or (v) such REO Property is acquired by the Sole Certificateholder(s) in exchange for all of the Certificates pursuant to
Section 9.01.


 


“Liquidation
Expenses”: All customary, reasonable and necessary “out-of-pocket” costs and expenses due and owing (but
not otherwise covered by Servicing Advances) in connection with the liquidation of any Specially Serviced Mortgage Loan or Administered
REO Property pursuant to Section 3.09 or Section 3.18 (including legal fees and expenses, committee or
referee fees and, if applicable, brokerage commissions and conveyance taxes).


 


“Liquidation
Fee”: The fee designated as such in, and payable to the Special Servicer in connection with certain events in respect
of a Specially Serviced Mortgage Loan or an Administered REO Property pursuant to, Section 3.11(c).


 


“Liquidation
Fee Rate”: With respect to each Specially Serviced Mortgage Loan or Administered REO Property as to which a Liquidation
Fee is payable, (a) 1.00% or (b) if such rate set forth in clause (a) above would result in an aggregate
Liquidation Fee less than $25,000,


 






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then the lesser of (i) 3.00% and (ii) such lower rate as would result in an aggregate
Liquidation Fee equal to $25,000; in each case as calculated prior to the application of any Offsetting Modification Fees as contemplated
in Section 3.11(c).


 


“Liquidation
Proceeds”: All cash amounts (other than Insurance Proceeds, Condemnation Proceeds and REO Revenues) Received by the Trust
in connection with: (i) the liquidation of a Mortgaged Property, REO Property or other collateral constituting security for
a Defaulted Mortgage Loan (including for these purposes any defaulted Non-Trust-Serviced Pooled Mortgage Loan), through trustee’s
sale, foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof required to be released to the related Borrower
in accordance with applicable law and/or the terms and conditions of the related Mortgage Note and Mortgage; (ii) the realization
upon any deficiency judgment obtained against a Borrower; (iii) the purchase of a Defaulted Mortgage Loan by the Special Servicer,
the Majority Subordinate Certificateholder(s) or any assignee of either of them pursuant to Section 3.18; (iv) the
repurchase or replacement of a Mortgage Loan or REO Property by a Responsible Repurchase Party pursuant to the related Mortgage
Loan Purchase Agreement as contemplated by Section 2.03 of this Agreement; (v) the purchase of a Mortgage Loan
or REO Property by the Master Servicer, the Special Servicer and/or any Subordinate Class Certificateholder(s) pursuant to
Section 9.01; (vi) the acquisition of any Mortgage Loan or REO Property by the Sole Certificateholder(s) in exchange
for all the Certificates pursuant to Section 9.01; (vii) the payoff or purchase of a Mortgage Loan or REO Property
by the holder of a related mezzanine loan or another creditor of the Borrower in connection with a Mortgage Loan default, if so
permitted and set forth in the related intercreditor agreement; (viii) 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(h)(iii) 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); or (ix) the purchase of a Non-Trust-Serviced Pooled Mortgage Loan by any party pursuant to the related Non-Trust
Pooling and Servicing Agreement and/or the related Intercreditor Agreement.


 


“Litigation
Control”: As defined in Section 3.32(a) of this Agreement.


 


“Loan Combination”:
A Serviced Loan Combination and/or a Non-Serviced Loan Combination, as the context may require.


 


“Loss of Value
Payment”: As defined in Section 2.03(h) 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(g) of this Agreement. The Loss of Value Reserve Fund will be part of the
Trust Fund but not part of any REMIC Pool.


 


“MAD 2015-11MD
Trust and Servicing Agreement”: That certain Trust and Servicing Agreement, dated as of September 6, 2015, between Deutsche
Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer and as special


 






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servicer,
Wilmington Trust, National Association, as trustee, and WFB, as certificate administrator, paying agent and custodian, relating
to the MAD 2015-11MD securitization (into which the 11 Madison Avenue Standalone Pari Passu Companion Loans and the 11 Madison
Avenue Subordinate Companion Loans were deposited).


 


“Majority
Subordinate Certificateholder(s)”: Subject to Section 3.23(i), as of any date of determination, any single
Holder or Certificate Owner or group of Holders or Certificate Owners of Certificates representing a majority of the Voting Rights
allocated to the Subordinate Class.


 


For purposes of the
provisions of this Agreement that require any party hereto to deliver any information to the “Majority Subordinate Certificateholder”
as such, (i) all Persons that alone or together constitute the Majority Subordinate Certificateholder(s) shall be deemed (by
their receipt of such information) to have agreed to the confidentiality provisions of Exhibit K-4 hereto (as if they
had executed a confidentiality agreement in such form) with respect to such information, (ii) if multiple Persons are the
Majority Subordinate Certificateholder(s), then only one such Person shall be entitled to receive such information at any one time,
which Person shall be designated by the Majority Subordinate Certificateholder(s), and (iii) such information need not be
so delivered (notwithstanding the provision that otherwise requires such delivery) unless such Majority Subordinate Certificateholder(s)
have delivered to the party required to make such delivery a certification or other reasonable evidence of their status as the
Majority Subordinate Certificateholder(s) (upon which such party shall be entitled to rely), except that such certification or
evidence need not be delivered by the Initial Majority Subordinate Certificateholder, and notified such party of the electronic
or other address where the applicable information should be so delivered. Once a Majority Subordinate Certificateholder (other
than the Initial Majority Subordinate Certificateholder) has provided the information in clauses (i)-(iii) above, each of
the parties to this Agreement shall be entitled to conclusively rely on such information unless the Majority Subordinate Certificateholder
or a successor Majority Subordinate Certificateholder shall have (x) notified each other party to this Agreement, in writing,
of a change of the Majority Subordinate Certificateholder and (y) provided the information in clauses (i)-(iii) to each
of the parties to this Agreement upon which each party may conclusively rely.


 


“Master Servicer”:
Wells Fargo Bank, National Association, or any successor thereto (as master servicer) appointed as provided herein.


 


“Master Servicer
Remittance Amount”: With respect to each Master Servicer Remittance Date, an amount equal to (a) all amounts on
deposit in the Collection Account as of 11:00 a.m., New York City time, on such Master Servicer Remittance Date, net of (b) any
portion of the amounts described in clause (a) of this definition that represents one or more of the following: (i) collected
Monthly Payments with respect to any Mortgage Loan that are due on a Due Date following the end of the related Collection Period,
(ii) to the extent not covered by clause (i) above, any payments of principal (including Principal Prepayments)
and interest, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds Received by the Trust with respect to any Mortgage
Loan or REO Property after the end of the related Collection Period, (iii) any Prepayment Premiums and/or Yield Maintenance
Charges Received by the Trust with respect to any Mortgage Loan or successor REO Mortgage Loan with respect thereto after the end
of the related Collection Period, (iv) any Excess Liquidation Proceeds, (v) any amounts payable or


 






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reimbursable to any
Person from the Collection Account pursuant to clauses (ii) through (xxii) of Section 3.05(a)(I),
and (vi) any amounts deposited in the Collection Account in error; provided that the Master Servicer Remittance Amount
for the Master Servicer Remittance Date that occurs in the same calendar month as the anticipated Final Distribution Date shall
be calculated without regard to clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) of this definition.


 


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


 


“Master Servicing
Fee”: With respect to each Mortgage Loan, any Serviced Pari Passu Companion Loan and any successor REO Mortgage Loan
with respect thereto, the fee designated as such and payable to the Master Servicer pursuant to Section 3.11(a).


 


“Master Servicing
Fee Rate”: With respect to each Mortgage Loan and any successor REO Mortgage Loan with respect thereto, a rate per
annum equal to the rate per annum specified as the “Master Servicing Fee Rate” on the Mortgage Loan Schedule,
which rate (i) includes, in each such case (other than in the case of a Pari Passu Mortgage Loan), the rate at which applicable
primary and sub-servicing fees, Excess Servicing Fees and the Holiday Inn – Lafayette Retained Fee Amount accrue, or (ii) includes,
in the case of a Pari Passu Mortgage Loan, the rate at which sub-servicing fees and Excess Servicing Fees accrue.


 


“Material
Action”: As defined in Section 3.24(c).


 


“Material
Breach”: With respect to any Mortgage Loan, any Breach that materially and adversely affects the value of such Mortgage
Loan or the interests of the Certificateholders in the affected Mortgage Loan.


 


“Material
Document Defect”: With respect to any Mortgage Loan, any Document Defect that materially and adversely affects the value
of such Mortgage Loan or the interests of the Certificateholders, or any of them, in the affected Mortgage Loan, including, but
not limited to, a material and adverse effect on any of the distributions distributable with respect to any of the Certificates
or on the value of those Certificates. Notwithstanding the foregoing, the absence of a Specially Designated Mortgage Loan Document
following the date and under the circumstances specified with respect to such Specially Designated Mortgage Loan Document in the
third to last sentence of the first paragraph of Section 2.03(b), which absence results from the failure of the related
Mortgage Loan Seller to deliver such Specially Designated Mortgage Loan Document in accordance with the terms of the related Mortgage
Loan Purchase Agreement, shall also constitute a Material Document Defect to the extent set forth in the related Mortgage Loan
Purchase Agreement.


 


“Material
Litigation Control Matter”: As defined in Section 3.32(a) of this Agreement.


 


“Modification
Fees”: With respect to any Serviced Mortgage Loan or Serviced Loan Combination, any and all fees with respect to a modification,
restructure, extension, waiver or amendment that modifies, extends, amends or waives any term of the Mortgage Loan Documents (as
evidenced by a signed writing) agreed to by the Master Servicer or the Special Servicer (as applicable), other than any Assumption
Fees, Assumption Application Fees, consent fees and any defeasance fee; provided that (A) in connection with each modification,
restructure,


 






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extension, waiver or amendment that constitutes a workout of a Specially Serviced Mortgage Loan, the Modification
Fees collected from the related Borrower will be subject to a cap of 1% of the outstanding principal balance of such Serviced Mortgage
Loan or Serviced Loan Combination immediately after giving effect to such transaction; (B) the preceding clause (A)
shall be construed only as a limitation on the amount of Modification Fees that may be collected in connection with each such transaction
involving a Specially Serviced Mortgage Loan and not as a limitation on the cumulative amount of Modification Fees that may be
collected in connection with multiple such transactions involving such Specially Serviced Mortgage Loan; and (C) for purposes
of such preceding clauses (A) and (B), a Modification Fee shall be deemed to have been collected in connection
with a workout of a Specially Serviced Mortgage Loan if such fee arises substantially in consideration of or otherwise in connection
with such workout, whether the related Borrower must pay such fee upon the consummation of such workout and/or on one or more subsequent
dates.


 


“Modified
Mortgage Loan”: Any Specially Serviced Mortgage Loan which has been modified by the Special Servicer pursuant to Section 3.20
in a manner that:


 


(a)          materially affects the amount or timing of any payment of principal or interest due thereon (other than, or in addition
to, bringing Monthly Payments current with respect to the Mortgage Loan or related Serviced Pari Passu Companion Loan);


 


(b)          except
as expressly contemplated by the related Mortgage Loan Documents, results in a release of the lien of the Mortgage on any material
portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount, or the delivery of substitute
real property collateral with a fair market value (as is), that is not less than the fair market value (as is) of the property
to be released, as determined by an Appraisal delivered to the Special Servicer (at the expense of the related Borrower and upon
which the Special Servicer may conclusively rely); or


 


(c)          in the reasonable judgment of the Special Servicer, otherwise materially impairs the security for such Specially Serviced
Mortgage Loan or materially reduces the likelihood of timely payment of amounts due thereon.


 


“Monthly Payment”:
With respect to any Mortgage Loan or Serviced Pari Passu Companion Loan, as of any Due Date, the scheduled monthly debt service
payment (or, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, the minimum monthly debt service payment
required to be paid on a current basis) on such Mortgage Loan or Serviced Pari Passu Companion Loan that is actually payable by
the related Borrower from time to time under the terms of the related Mortgage Note (as such terms may be changed or modified in
connection with a bankruptcy or similar proceeding involving the related Borrower or by reason of a modification, extension, waiver
or amendment granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.20 (or, in the
case of a Non-Trust-Serviced Pooled Mortgage Loan, by the related Non-Trust Master Servicer or the related Non-Trust Special Servicer
pursuant to the related Non-Trust Pooling and Servicing Agreement)), including any Balloon Payment payable in respect of such Mortgage
Loan or Serviced Pari Passu Companion Loan on such Due Date; provided that (A) the Monthly Payment due in respect of
any Mortgage Loan or Serviced Pari Passu Companion Loan shall not include Default Interest; and (B) the


 






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Monthly Payment due
in respect of any ARD Mortgage Loan after its Anticipated Repayment Date shall not include Post-ARD Additional Interest.


 


“Moody’s”:
Moody’s Investors Service, Inc. or its successor-in-interest. If neither such rating agency nor any successor remains in
existence, “Moody’s” shall be deemed to refer to such other NRSRO or other comparable Person reasonably designated
by the Depositor (and such designation shall be deemed to be reasonable if the Person so designated is an NRSRO that has been regularly
engaged in rating new issue commercial mortgage-backed securities transactions during the 12 months preceding the designation),
notice of which designation shall be given to the other parties hereto, and specific ratings of Moody’s herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated. References herein to “applicable rating category”
(other than such references to “highest applicable rating category”) shall, in the case of Moody’s, be deemed
to refer to such applicable rating category of Moody’s, without regard to any plus or minus or other comparable rating qualification.


 


“Morningstar”:
Morningstar Credit Ratings, LLC or its successor in interest. If neither such rating agency nor any successor remains in existence,
“Morningstar” shall be deemed to refer to such other NRSRO or other comparable Person reasonably designated by the
Depositor, notice of which designation shall be given to the other parties hereto, and specific ratings of Morningstar herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated. References herein to “applicable rating category”
(other than such references to “highest applicable rating category”) shall, in the case of Morningstar, be deemed to
refer to such applicable rating category of Morningstar, without regard to any plus or minus or other comparable rating qualification.


 


“Morgan Stanley”:
Morgan Stanley & Co. LLC, or its successor-in-interest.


 


“Mortgage”:
With respect to any Mortgage Loan, separately and collectively, as the context may require, each mortgage, deed of trust, deed
to secure debt or similar document that secures the related Mortgage Note and creates a lien on the related Mortgaged Property.


 


“Mortgage
File”: With respect to any Mortgage Loan or Serviced Pari Passu Companion Loan, the following documents collectively
with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan (which documents, in the case of each Mortgage Loan with
a Serviced Pari Passu Companion Loan, except for the Mortgage Notes referred to in clause (i) below, relate to the
entire Serviced Loan Combination):


 


(i)          (A)
the original executed Mortgage Note, endorsed (either on the face thereof or pursuant to a separate allonge) “Pay to the
order of Wilmington Trust, National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust
2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31, without recourse, representation or warranty”
or in blank, and further showing a complete, unbroken chain of endorsement from the originator; or alternatively, if the original
executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note; and (B) in the
case of any Serviced Pari Passu Companion Loan, a copy of the executed mortgage note for such Serviced Pari Passu Companion Loan;


 






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(ii)          an
original or a copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof prior to
the assignment to the Trustee, in each case (unless the particular item has been delivered to but not returned from the applicable
recording office) with evidence of recording indicated thereon; provided that if the original or a copy of the Mortgage
cannot be delivered with evidence of recording thereon on or prior to the 90th day following the Closing Date
because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation, or because
the public recording office retains the original or because such original Mortgage has been lost, there shall be delivered to
the Custodian a true and correct copy of such Mortgage, together with (A) in the case of a delay caused by the public recording
office, an Officer’s Certificate of the applicable Mortgage Loan Seller or a statement from the title agent to the effect
that such original Mortgage has been sent to the appropriate public recording official for recordation or (B) in the case
of an original Mortgage that has been lost after recordation or retained by the appropriate public recording office, a certification
by the appropriate county recording office where such Mortgage is recorded that such copy is a true and complete copy of the original
recorded Mortgage;


 


(iii)         the original or a copy of any related Assignment of Leases (if any such item is a document separate from the Mortgage) and,
if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the originator
of the Mortgage Loan or Loan Combination to the most recent assignee of record thereof prior to the Trustee, in each case (unless
the particular item has been delivered to but not returned from the applicable recording office) with evidence of recording thereon;


 


(iv)         except
in the case of a Non-Trust-Serviced Pooled Mortgage Loan, an original executed assignment, in recordable form (except for recording
information not yet available if the instrument being assigned has not been returned from the applicable recording office), of
(A) the Mortgage and (B) any related Assignment of Leases (if such item is a document separate from the Mortgage), in
favor of “Wilmington Trust, National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage
Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31”, or, in the case of any Mortgage Loan included
in a Serviced Loan Combination, in favor of “Wilmington Trust, National Association, as Trustee for the registered holders
of Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31, and in its
capacity as lead lender on behalf of any Serviced Pari Passu Companion Loan Holder(s) secured by the [insert name of Mortgaged
Property]” (or, in each case, a copy thereof certified to be the copy of such assignment submitted or to be submitted for
recording);


 


(v)          an
original or a copy of any related Security Agreement (if such item is a document separate from the Mortgage) and, if applicable,
the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the originator of the
Mortgage Loan or Loan Combination to the most recent assignee of record thereof prior to the Trustee, if any;


 






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(vi)          except
in the case of a Non-Trust-Serviced Pooled Mortgage Loan, an original assignment of any related Security Agreement (if such item
is a document separate from the Mortgage) executed by the most recent assignee of record thereof prior to the Trustee or, if none,
by the originator, in favor of “Wilmington Trust, National Association, as Trustee for the registered holders of Wells Fargo
Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31”, or, in the case of
any Mortgage Loan included in a Serviced Loan Combination, in favor of “Wilmington Trust, National Association, as Trustee
for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series
2015-C31, and as lead lender on behalf of any Serviced Pari Passu Companion Loan Holder(s) secured by the [insert name of Mortgaged
Property]”, which assignment may be included as part of the corresponding assignment of Mortgage referred to in clause (iv) above;


 


(vii)         originals
or copies of any assumption, modification, written assurance, consolidation, extension and substitution agreements, if any, with
evidence of recording thereon if the applicable document or instrument being modified or assumed, was recorded (unless the particular
item has not been returned from the applicable recording office), in those instances where the terms or provisions of the Mortgage,
Mortgage Note or any related security document have been materially modified or the Mortgage Loan has been assumed;


 


(viii)        the
original or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan
(which may be in the form of an electronically issued policy) (or, if the policy has not yet been issued, an original or copy
of a written commitment “marked-up” at the closing of such Mortgage Loan interim binder or the pro forma title
insurance policy, in each case evidencing a binding commitment to issue such policy);


 


(ix)          (A)
filed copies (with evidence of filing) of any prior effective UCC Financing Statements in favor of the originator of such Mortgage
Loan or in favor of any assignee prior to the Trustee (but only to the extent the related Mortgage Loan Seller had possession
of such UCC Financing Statements prior to the Closing Date) and (B) except in the case of a Non-Trust-Serviced Pooled Mortgage
Loan, an original assignment thereof, in form suitable for filing, in favor of “Wilmington Trust, National Association,
as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31”; or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor of “Wilmington
Trust, National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial
Mortgage Pass-Through Certificates, Series 2015-C31, and as lead lender on behalf of any Serviced Pari Passu Companion Loan Holder(s)
secured by the [insert name of Mortgaged Property]” (or, in each case, a copy thereof certified to be the copy of such assignment
submitted or to be submitted for filing);


 


(x)           if
a portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest, the original or
a copy of the Ground Lease or


 






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Space Lease relating to such Mortgage Loan, together with a notice to the related lessor of the
transfer of the Mortgage Loan to the Trust or the Trustee on its behalf;


 


(xi)          except
in the case of a Non-Trust-Serviced Pooled Mortgage Loan, any original documents not otherwise described in the preceding clauses
of this definition relating to, evidencing or constituting Additional Collateral (except that, in the case of such documents,
if any, that are in the form of a Letter of Credit, the “Mortgage File” shall initially contain a copy of such Letter
of Credit and the original of such Letter of Credit shall initially be delivered to the Master Servicer and, thereafter, such
original shall be maintained by the Master Servicer) and, if applicable, the originals or copies of any intervening assignments
thereof;


 


(xii)         an
original or a copy of the loan agreement, if any, related to such Mortgage Loan;


 


(xiii)        an
original or a copy of the related guaranty of payment under such Mortgage Loan, if any;


 


(xiv)        an
original or a copy of the lock-box agreement or cash management agreement relating to such Mortgage Loan, if any;


 


(xv)         an original or a copy of the environmental indemnity from the related Borrower or other party, if any;


 


(xvi)        an
original or a copy of any intercreditor agreement or similar agreement relating to such Mortgage Loan (including, in the case
of each Mortgage Loan that is included in a Loan Combination, the related Intercreditor Agreement);


 


(xvii)      
an original or a copy of any management agreement with respect to the related Mortgaged Property;


 


(xviii)     
an original or a copy of any master operating lease with respect to the related Mortgaged Property;


 


(xix)        an
original or a copy of any related Environmental Insurance Policy;


 


(xx)         if
the related Mortgaged Property is a hospitality property that is subject to a franchise, management or similar arrangement, (a) an
original or a copy of any franchise, management or similar agreement; (b) either (i) a signed copy of the estoppel certificate
or comfort letter delivered by the franchisor, manager or similar person, as applicable, for the benefit of the holder of the
Mortgage Loan in connection with the Mortgage Loan Seller’s origination or acquisition of the Mortgage Loan or Loan Combination,
together with such instrument(s) of notice or transfer (if any) as are necessary to (A) transfer or assign to the Trust or
the Trustee the benefits of such estoppel certificate or comfort letter or (B) request the issuance of a new estoppel certificate
or comfort letter for the benefit of the Trust or the Trustee, or (ii) a copy of the estoppel certificate or comfort letter
delivered by the franchisor, manager or similar person, as applicable, for the benefit of the holder of the Mortgage Loan in connection
with such


 






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origination or acquisition of the Mortgage Loan or Loan Combination, together with a signed copy or a fax copy of a
new estoppel certificate or comfort letter (in substantially the same form and substance as the estoppel certificate or comfort
letter delivered in connection with such origination or acquisition) by the franchisor, manager or similar person, as applicable,
for the benefit of the Trust or the Trustee (and, if a fax copy of a new estoppel certificate or comfort letter is delivered,
then the original copy shall be included in the “Mortgage File” promptly following receipt thereof by the related
Mortgage Loan Seller); and (c) a copy of an instrument in which the Mortgage Loan Seller notifies the franchisor, manager
or similar person, as applicable, of the transfer of such Mortgage Loan (and the related estoppel certificate or comfort letter)
to the Trust pursuant to the related Mortgage Loan Purchase Agreement and this Agreement and directs such Person to deliver any
and all notice of default or other correspondence under the related estoppel certificate or comfort letter to the Master Servicer,
together with reasonable evidence of the delivery of such instrument to such franchisor, manager or similar person; and


 


(xxi)        
a checklist (a “Mortgage File Checklist”) of the applicable documents described above and delivered in
connection with the origination of such Mortgage Loan (which checklist may be in a reasonable form selected by the related Mortgage
Loan Seller);


 


provided that (A) whenever
the term “Mortgage File” is used to refer to documents actually received by the Custodian, such term shall not be deemed
to include such documents required to be included therein unless they are actually so received, and with respect to any receipt
or certification by the Custodian for documents described in clauses (vi), (vii) and (ix) through
(xx) of this definition, shall be deemed to include such documents only to the extent the Custodian has actual knowledge
of their existence (and the Custodian shall be deemed to have actual knowledge of the existence of any document listed on the related
Mortgage File Checklist); (B) the “Mortgage File” for each Mortgage Loan that consists of a Mortgage Loan in a
Serviced Loan Combination shall include the documents described above with respect to such Serviced Loan Combination, together
with the original or a copy of the Intercreditor Agreement relating to such Mortgage Loan and a photocopy of the executed promissory
note evidencing each related Serviced Pari Passu Companion Loan; and (C) with respect to each Non-Trust-Serviced Pooled Mortgage
Loan, (1) any documents required by clauses (ii)-(xx) of this definition to be included in the Mortgage
File need only be copies unless, as of the Closing Date, such Non-Trust-Serviced Pooled Mortgage Loan is a Designated Non-Trust-Serviced
Pooled Mortgage Loan, in which case (subject to Section 8.11) no copies need be delivered to the Custodian, (2) any
reference in such clauses to the Master Servicer, the Trustee or the Trust (including, without limitation, as the assignee or transferee
of any assignment, UCC financing statement or other transfer document or the beneficiary of any document or instrument) shall mean
the related Non-Trust Master Servicer, the related Non-Trust Trustee or the trust established under the related Non-Trust Pooling
and Servicing Agreement, and (3) no document or instrument referred to in such clauses need reflect any evidence of filing
or recordation in the name of such related Non-Trust Trustee or such trust established under the related Non-Trust Pooling and
Servicing Agreement.


 






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“Mortgage
File Checklist”: As defined in clause (xxi) of the definition of “Mortgage File”.


 


“Mortgage
Loan”: Each of the Original Mortgage Loans and Replacement Mortgage Loans that are from time to time held in the Trust
Fund. As used herein, the term “Mortgage Loan” includes the interest of the Trust Fund in the related Mortgage Loan
Documents and each Non-Trust-Serviced Pooled Mortgage Loan, but does not include any Companion Loan.


 


“Mortgage
Loan Documents”: With respect to any Mortgage Loan or Serviced Pari Passu Companion Loan, the documents included or required
to be included, as the context may require, in the related Mortgage File and Servicing File.


 


“Mortgage
Loan Purchase Agreement”: Any of (i)  the Mortgage Loan Purchase Agreement dated as of the Pricing Date, between
WFB, as seller, and the Depositor, as purchaser; (ii) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, between
Rialto, as seller, and the Depositor, as purchaser; (iii) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, between
Société Générale, as seller, and the Depositor, as purchaser, (iv) the Mortgage Loan Purchase Agreement
dated as of the Pricing Date, between C-III, as seller, and the Depositor, as purchaser; (v) the Mortgage Loan Purchase Agreement
dated as of the Pricing Date, between Basis, as seller, Basis Investment, and the Depositor, as purchaser; and (vi) the Mortgage
Loan Purchase Agreement dated as of the Pricing Date, among Liberty Island, as seller, Liberty Island Group and the Depositor,
as purchaser.


 


“Mortgage
Loan Schedule”: The schedule of Mortgage Loans attached hereto as Schedule I, as any such schedule may be
amended from time to time in accordance with this Agreement. Such schedule shall set forth the following information with respect
to each Mortgage Loan:


 


(i)            the
identification number assigned to the Mortgage Loan in the Prospectus Supplement;


 


(ii)           the
name of the Mortgage Loan/Mortgaged Property;


 


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


 


(iv)          (A)
the original principal balance and (B) the Cut-off Date Principal Balance;


 


(v)           the “Monthly P&I Payment”, as described in Annex A-1 to the Prospectus Supplement;


 


(vi)          the Mortgage Rate as of the Closing Date and the Interest Accrual Basis;


 


(vii)         (a) the Stated Maturity Date or, in the case of an ARD Mortgage Loan, the Anticipated Repayment Date, and (b) the
original and remaining term to the Stated Maturity Date or Anticipated Repayment Date, as applicable;


 






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(viii)        
in the case of a Mortgage Loan that is a Balloon Mortgage Loan, the original and remaining amortization term;


 


(ix)           whether such Mortgage Loan is a Cross-Collateralized Mortgage Loan and, if so, an identification of the Mortgage Loans
with which such Mortgage Loan is cross-collateralized;


 


(x)            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;


 


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


 


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


 


(xiii)        
the Administrative Fee Rate;


 


(xiv)        
the Due Date;


 


(xv)          the
number of grace days before such Mortgage Loan requires a late payment charge in connection with a delinquent Monthly Payment;


 


(xvi)        
whether there exists (and, if so, the amount of) any Letter of Credit that constitutes Additional Collateral;


 


(xvii)       
the related Borrower; and


 


(xviii)      
the Master Servicing Fee Rate.


 


“Mortgage
Loan Sellers”: Collectively, WFB, Rialto, Société Générale, C-III, Basis and Liberty Island.


 


“Mortgage
Note”: The original executed promissory note(s) evidencing the indebtedness of a Borrower under a Mortgage Loan, together
with any rider, addendum or amendment thereto, or any renewal, substitution or replacement of such note.


 


“Mortgage
Pool”: All of the Mortgage Loans and any successor REO Mortgage Loans, collectively, as of any particular date of determination.


 


“Mortgage
Rate”: With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO Mortgage Loan
with respect thereto), the related annualized rate at which interest (including, in the case of an ARD Mortgage Loan after its
Anticipated Repayment Date, Post-ARD Additional Interest) is scheduled (in the absence of a default) to accrue on such Mortgage
Loan or Serviced Pari Passu Companion Loan from time to time in accordance with the related Mortgage Note and applicable law, as
such rate may be


 






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modified in accordance with Section 3.20 (or, in the case of a Non-Trust-Serviced Pooled Mortgage
Loan, by the related Non-Trust Master Servicer or the related Non-Trust Special Servicer in accordance with the related Non-Trust
Pooling and Servicing Agreement) or in connection with a bankruptcy, insolvency or similar proceeding involving the related Borrower.
In the case of each ARD Mortgage Loan, the related Mortgage Rate shall increase in accordance with the related Mortgage Note if
such ARD Mortgage Loan is not paid in full on or before its Anticipated Repayment Date.


 


“Mortgaged
Property”: Individually and collectively, as the context may require, each real property (together with all improvements
and fixtures thereon) subject to the lien of a Mortgage and constituting collateral for a Mortgage Loan or Loan Combination, as
applicable. With respect to any Cross-Collateralized Mortgage Loan, if and when the context may require, “Mortgaged Property”
shall mean, collectively, all the mortgaged real properties (together with all improvements and fixtures thereon) securing the
relevant Cross-Collateralized Group.


 


“Mortgagee”:
The holder of legal title to any Mortgage Loan or Serviced Pari Passu Companion Loan, together with any third parties through which
such holder takes actions with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan.


 


“Net Aggregate
Prepayment Interest Shortfall”: With respect to any Distribution Date, the amount, if any, by which (a) the aggregate
of all Prepayment Interest Shortfalls incurred in connection with the receipt of Principal Prepayments (and prepayment resulting
from the receipt of Insurance Proceeds or Condemnation Proceeds) on the Mortgage Loans during the related Collection Period, exceeds
(b) the aggregate amount of the Compensating Interest Payments remitted by the Master Servicer pursuant to Section 3.19(c)
on the Master Servicer Remittance Date related to such Distribution Date.


 


“Net Default
Charges”: With respect to any Mortgage Loan, Serviced Loan Combination or successor REO Mortgage Loan, the Default Charges
referred to in clause third of Section 3.25(a) or clause fourth of Section 3.25(c),
which are payable to the Master Servicer as Additional Master Servicing Compensation or the Special Servicer as Additional Special
Servicing Compensation.


 


“Net Investment
Earnings”: With respect to any Investment Account for any Collection Period, the amount, if any, by which the aggregate
of all interest and other income realized during such Collection Period on funds held in such Investment Account (exclusive, in
the case of a Servicing Account or a Reserve Account, of any portion of such interest or other income payable to a Borrower in
accordance with the related Mortgage Loan Documents and applicable law), exceeds the aggregate of all losses and costs, if any,
incurred during such Collection Period in connection with the investment of such funds in accordance with Section 3.06
(exclusive, in the case of a Servicing Account or a Reserve Account, of any portion of such losses that were incurred in connection
with investments made for the benefit of a Borrower).


 


“Net Investment
Loss”: With respect to any Investment Account for any Collection Period, the amount by which the aggregate of all losses,
if any, incurred during such Collection Period in connection with the investment of funds held in such Investment Account for the
benefit of the Master Servicer, the Special Servicer or the Certificate Administrator, as


 






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applicable, in accordance with Section 3.06
(exclusive, in the case of a Servicing Account or a Reserve Account, of any portion of such losses that were incurred in connection
with investments made for the benefit of a Borrower, and other than losses of what would otherwise have constituted interest or
other income earned on such funds), exceeds the aggregate of all interest and other income realized during such Collection Period
in connection with the investment of such funds for the benefit of the Master Servicer, the Special Servicer or the Certificate
Administrator, as applicable, in accordance with Section 3.06; provided that, in the case of any Investment
Account and any particular investment of funds in such Investment Account, Net Investment Loss shall not include any loss with
respect to such investment which is incurred solely as a result of the insolvency of the federal or state chartered depositary
institution or trust company at which such Investment Account is maintained, so long as such depositary institution or trust company
(a) satisfied the qualifications set forth in the definition of “Eligible Account” both at the time such investment
was made and as of a date not more than thirty (30) days prior to the date of such loss and (b) is not the same Person
as the Person that made the relevant investment.


 


“Net Liquidation
Proceeds”: The excess, if any, of all Liquidation Proceeds Received by the Trust with respect to any particular Specially
Serviced Mortgage Loan or Administered REO Property, over the amount of all Liquidation Expenses (other than, with respect to any
Serviced Loan Combination, the pro rata share of such Liquidation Expenses reimbursable to the parties hereto by any related
Serviced Pari Passu Companion Loan Holders pursuant to the related Intercreditor Agreement) incurred with respect thereto and all
related Servicing Advances (other than, with respect to any Serviced Loan Combination, the pro rata share of such Servicing
Advances reimbursable to the parties hereto by any related Serviced Pari Passu Companion Loan Holders pursuant to the related Intercreditor
Agreement) reimbursable therefrom.


 


“Net Mortgage
Rate”: With respect to (i) any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), the rate
per annum equal to (a) the related Mortgage Rate minus (b) the related Administrative Fee Rate minus
(c) in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, the related Post-ARD Additional Interest Rate,
and (ii) any Serviced Pari Passu Companion Loan (or any successor REO Mortgage Loan with respect thereto), the rate per
annum equal to (a) the related Mortgage Rate minus (b) the related Serviced Pari Passu Companion Loan Administrative
Fee Rate minus (c) in the case of a Serviced Pari Passu Companion Loan related to an ARD Mortgage Loan after its Anticipated
Repayment Date, the related Post-ARD Additional Interest Rate.


 


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


 


“Non-Registered
Certificate”: Any Certificate that has not been subject to registration under the Securities Act. As of the Closing Date,
the Class E, Class F, Class G and Class R Certificates are Non-Registered Certificates.


 


“Non-Serviced
Companion Loan”: A Non-Serviced Pari Passu Companion Loan or a Non-Serviced Subordinate Companion Loan.


 






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“Non-Serviced
Companion Loan Holder”: The holder of the promissory note(s) evidencing any Non-Serviced Companion Loan.


 


“Non-Serviced
Loan Combination”: Any mortgage loan not serviced under this Agreement that is divided into one or more notes, which
includes a mortgage note that is included in the Trust and one or more mortgage notes not included in the Trust (which mortgage
note(s) may be pari passu and/or subordinate in right of payment to the mortgage note included in the Trust). References
herein to a Non-Serviced Loan Combination shall be construed to refer to the aggregate indebtedness under the related notes. Each
of the 11 Madison Avenue Loan Combination and the Patrick Henry Mall Loan Combination shall be a Non-Serviced Loan Combination.


 


“Non-Serviced
Pari Passu Companion Loan”: With respect to each Non-Serviced Loan Combination, if any, a mortgage loan not included
in the Trust that is generally payable on a pari passu basis with the related Non-Trust-Serviced Pooled Mortgage Loan.
Each of the 11 Madison Avenue Pari Passu Companion Loans and the Patrick Henry Mall Pari Passu Companion Loan shall be a Non-Serviced
Pari Passu Companion Loan.


 


“Non-Serviced
Subordinate Companion Loan”: With respect to any Non-Serviced Loan Combination, any related mortgage note not included
in the Trust that is generally subordinate in right of payment to the related Non-Trust-Serviced Pooled Mortgage Loan to the extent
set forth in the related Intercreditor Agreement. Each of the 11 Madison Subordinate Companion Loans shall be a Non-Serviced Subordinate
Companion Loan.


 


“Non-Trust
Certificate Administrator”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the certificate administrator
under the related Non-Trust Pooling and Servicing Agreement. Each of the certificate administrator (if any) under the Non-Trust
Pooling and Servicing Agreement relating to the 11 Madison Avenue Mortgage Loan and the certificate administrator (if any) under
the Non-Trust Pooling and Servicing Agreement relating to the Patrick Henry Mall Mortgage Loan shall be a Non-Trust Certificate
Administrator.


 


“Non-Trust
Custodian”: With respect to each Non-Trust-Serviced-Pooled Mortgage Loan, if any, the custodian under the related Non-Trust
Pooling and Servicing Agreement. Each of the custodian (if any) under the Non-Trust Pooling and Servicing Agreement relating to
the 11 Madison Avenue Mortgage Loan and the custodian (if any) under the Non-Trust Pooling and Servicing Agreement relating to
the Patrick Henry Mall Mortgage Loan shall be a Non-Trust Custodian.


 


“Non-Trust
Depositor”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the depositor under the related Non-Trust
Pooling and Servicing Agreement. Each of the depositor under the Non-Trust Pooling and Servicing Agreement relating to the 11 Madison
Avenue Mortgage Loan and the depositor under the Non-Trust Pooling and Servicing Agreement relating to the Patrick Henry Mall Mortgage
Loan shall be a Non-Trust Depositor.


 


“Non-Trust
Master Servicer”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the master servicer under the
related Non-Trust Pooling and Servicing Agreement. Each of the master servicer under the Non-Trust Pooling and Servicing Agreement


 






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 relating to the 11 Madison Avenue Mortgage Loan and the master servicer under the Non-Trust Pooling and Servicing Agreement relating
to the Patrick Henry Mall Mortgage Loan shall be a Non-Trust Master Servicer.


 


“Non-Trust
Paying Agent”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the paying agent under the related
Non-Trust Pooling and Servicing Agreement. Each of the paying agent (if any) under the Non-Trust Pooling and Servicing Agreement
relating to the 11 Madison Avenue Mortgage Loan and the paying agent (if any) under the Non-Trust Pooling and Servicing Agreement
relating to the Patrick Henry Mall Mortgage Loan shall be a Non-Trust Paying Agent.


 


“Non-Trust
Pooling and Servicing Agreement”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the separate
agreement pursuant to which such Non-Trust-Serviced Pooled Mortgage Loan and the related Non-Serviced Companion Loans are (or,
if applicable, any related REO Property is) to be principally serviced and administered. Each of the MAD 2015-11MD Trust and Servicing
Agreement pursuant to which the 11 Madison Avenue Loan Combination is serviced and the WFCM 2015-SG1 Pooling and Servicing Agreement
pursuant to which the Patrick Henry Mall Loan Combination is serviced shall be a Non-Trust Pooling and Servicing Agreement.


 


“Non-Trust
Primary Servicing Fee”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the primary servicing fee
that is payable to the Non-Trust Master Servicer under the Non-Trust Pooling and Servicing Agreement in respect of such Non-Trust-Serviced
Pooled Mortgage Loan, which such fee shall accrue at the applicable Pari Passu Primary Servicing Fee Rate.


 


“Non-Trust
Special Servicer”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the special servicer under the
related Non-Trust Pooling and Servicing Agreement. Each of the special servicer under the Non-Trust Pooling and Servicing Agreement
relating to the 11 Madison Avenue Mortgage Loan and the special servicer under the Non-Trust Pooling and Servicing Agreement relating
to the Patrick Henry Mall Mortgage Loan shall be a Non-Trust Special Servicer.


 


“Non-Trust
Subordinate Class Representative”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the “Subordinate
Class Representative” (or other similar term) as defined under the related Non-Trust Pooling and Servicing Agreement.
The “Subordinate Class Representative” (or other similar term) under the Non-Trust Pooling and Servicing Agreement
relating to the Patrick Henry Mortgage Loan shall be a Non-Trust Subordinate Class Representative. The Non-Trust Pooling and
Servicing Agreement relating to the 11 Madison Avenue Mortgage Loan does not contemplate a subordinate class representative or
other similar entity.


 


“Non-Trust
Tax Administrator”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the tax administrator
under the related Non-Trust Pooling and Servicing Agreement. Each of the tax administrator (if any) under the Non-Trust
Pooling and Servicing Agreement relating to the 11 Madison Avenue Mortgage Loan and the tax administrator (if any) 


 






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under the Non-Trust Pooling and Servicing
Agreement relating to the Patrick Henry Mall Mortgage Loan shall be a Non-Trust Tax Administrator.


 


“Non-Trust
Trust Advisor”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the trust advisor under the related
Non-Trust Pooling and Servicing Agreement. The trust advisor or operating advisor, as applicable, under the Non-Trust Pooling and
Servicing Agreement relating to the Patrick Henry Mall Mortgage Loan shall be a Non-Trust Trust Advisor. The Non-Trust Pooling
and Servicing Agreement relating to the 11 Madison Avenue Mortgage Loan does not contemplate a trust advisor or operating advisor
or other similar entity.


 


“Non-Trust
Trustee”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the trustee under the related Non-Trust
Pooling and Servicing Agreement. Each of the trustee under the Non-Trust Pooling and Servicing Agreement relating to the 11 Madison
Avenue Mortgage Loan and the trustee under the Non-Trust Pooling and Servicing Agreement relating to the Patrick Henry Mall Mortgage
Loan shall be a Non-Trust Trustee.


 


“Non-Trust-Serviced
Pooled Mortgage Loan”: Any Mortgage Loan that is primarily serviced and administered under the pooling and servicing
agreement or trust and servicing agreement for another commercial mortgage securitization trust. Each of the 11 Madison Avenue
Mortgage Loan and the Patrick Henry Mall Mortgage Loan shall be a Non-Trust-Serviced Pooled Mortgage Loan.


 


“Non-United
States Tax Person”: Any Person other than a United States Tax Person.


 


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance (including any Unliquidated Advance that constitutes a Nonrecoverable P&I
Advance) or Nonrecoverable Servicing Advance (including any Unliquidated Advance that constitutes a Nonrecoverable Servicing Advance).
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 Charges, Insurance Proceeds, 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.
The determination as to the recoverability of any servicing advance previously made or proposed to be made with respect to any
Non-Trust-Serviced Pooled Mortgage Loan shall be made by the related Non-Trust Master Servicer or Non-Trust Special Servicer, as
the case may be, pursuant to the related Non-Trust Pooling and Servicing Agreement, and any such determination so made shall be
conclusive and binding upon the Trust and the Certificateholders.


 


“Nonrecoverable
P&I Advance”: As evidenced by the Officer’s Certificate and supporting documentation contemplated by Section 4.03(c),
any P&I Advance, or any


 






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Unliquidated Advance in respect of a prior P&I Advance, previously made and any P&I Advance
contemplated to be made in respect of any Mortgage Loan or related successor REO Mortgage Loan that, as determined by the Master
Servicer or, if applicable, by the Trustee, or by the Special Servicer pursuant to the second paragraph of Section 4.03(c),
subject to the Servicing Standard, or, with respect to the Trustee, in its reasonable, good faith judgment, will not be ultimately
recoverable, or in fact was not ultimately recovered, from Late Collections, Default Charges, Insurance Proceeds, 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). In the case of a Cross-Collateralized
Mortgage Loan, such recoverability determination shall take into account the cross-collateralization of the related Cross-Collateralized
Group.


 


“Nonrecoverable
Servicing Advance”: As evidenced by the Officer’s Certificate and supporting documentation contemplated by Section 3.11(h),
any Servicing Advance, or any Unliquidated Advance in respect of a prior Servicing Advance, previously made, and any Servicing
Advance proposed to be made, in respect of any Serviced Mortgage Loan, Serviced Loan Combination or Administered REO Property that,
as determined by the Master Servicer or, if applicable or the Trustee, or by the Special Servicer pursuant to Section 3.11,
subject to the Servicing Standard, or, with respect to the Trustee, in its reasonable, good faith judgment, will not be ultimately
recoverable, or in fact was not ultimately recovered, from Late Collections, Default Charges, Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds or any other recovery on or in respect of such Serviced Mortgage Loan, Serviced Loan Combination
or such Administered REO Property (without giving effect to potential recoveries on deficiency judgments or recoveries from guarantors).
In the case of a Cross-Collateralized Mortgage Loan, such recoverability determination shall take into account the cross-collateralization
of the related Cross-Collateralized Group.


 


“NRSRO”:
A nationally recognized statistical rating organization (as such term is defined in Section 3(a)(62) of the Exchange Act);
provided that, when referred to in connection with the Certificate Administrator’s Website or the Rule 17g-5
Information Provider’s Website, “NRSRO” shall mean a nationally recognized statistical rating organization that
has delivered an NRSRO Certification.


 


“NRSRO Certification”:
A certification executed (or submitted electronically by means of a click-through confirmation on the Rule 17g-5 Information
Provider’s Website) by an NRSRO in favor of the Rule 17g-5 Information Provider substantially in the form attached as
Exhibit P hereto (which may also be submitted electronically via the Rule 17g-5 Information Provider’s Website)
that states that such NRSRO is a Rating Agency, or that (i) such NRSRO has provided the Depositor with the appropriate certifications
under Rule 17g-5(e), (ii) such NRSRO has access to the Depositor’s 17g-5 website and (iii) such NRSRO shall
keep the information obtained from the Depositor’s 17g-5 website confidential. Each NRSRO shall be deemed to recertify to
the foregoing each time it accesses the Certificate Administrator’s Website. An NRSRO Certification will be deemed to have
been executed by an NRSRO if the Depositor so directs the Rule 17g-5 Information Provider.


 


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


 






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the case may be, or, with respect to any other Person, a certificate
signed by any of the Chairman of the Board, the Vice Chairman of the Board, the President, any Vice President, Director or Managing
Director, an Assistant Vice President or any other authorized officer (however denominated) or another officer customarily performing
functions similar to those performed by any of the above designated officers or, 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.


 


“Offsetting
Modification Fees”: For purposes of any Workout Fee or Liquidation Fee payable to the Special Servicer in connection
with any Serviced Mortgage Loan, Serviced Loan Combination or REO Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage
Loan), any and all Modification Fees collected by the Special Servicer as Additional Special Servicing Compensation to the extent
that:


 


(i)          such
Modification Fees were earned and collected by the Special Servicer either (A) in connection with the workout or liquidation
(including partial liquidation) of the Specially Serviced Mortgage Loan or REO Mortgage Loan (other than any Non-Trust-Serviced
Pooled Mortgage Loan) as to which such Workout Fee or Liquidation Fee became payable or (B) in connection with the immediately
prior workout of such Mortgage Loan or Serviced Loan Combination while it was previously a Specially Serviced Mortgage Loan, provided
that (in the case of this clause (B)) the Servicing Transfer Event that resulted in it again becoming a Specially
Serviced Mortgage Loan occurred within twelve (12) months following the consummation of such prior workout and provided,
further, that there shall be deducted from the Offsetting Modification Fees otherwise described in this clause (i)
an amount equal to that portion of such Modification Fees that were previously applied to actually reduce the payment of a
Workout Fee or Liquidation Fee; and


 


(ii)         such
Modification Fees were earned in connection with a modification, extension, waiver or amendment of such Mortgage Loan or Serviced
Loan Combination at a time when such Mortgage Loan or Serviced Loan Combination was a Specially Serviced Mortgage Loan.


 


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


 


“Opinion of
Counsel”: A written opinion of counsel (who must, in the case of any such opinion relating to the taxation of the Trust
Fund or any portion thereof, the status of any REMIC Pool as a REMIC or the Grantor Trust Pool as a Grantor Trust for taxation
purposes or a resignation under Section 6.04, be Independent counsel, but who otherwise may be salaried counsel for
the Depositor, the Certificate Administrator, the Trustee, the Trust Advisor, the Tax Administrator, the Master Servicer or the
Special Servicer), which written opinion is acceptable and delivered to the addressee(s) thereof and which opinion of counsel,
except as provided herein, shall not be at the expense of the Certificate Administrator, the Trustee or the Trust Fund.


 


“Opting-Out
Party”: As defined in Section 3.23(i).


 






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“Original
Mortgage Loans”: The mortgage loans initially identified on Schedule I, including each Non-Trust-Serviced
Pooled Mortgage Loan. No Pari Passu Companion Loan is an “Original Mortgage Loan”.


 


“Other Crossed
Loans”: As defined in Section 2.03(b).


 


“Other Depositor”:
The applicable other “depositor” under an Other Pooling and Servicing Agreement relating to a Serviced Pari Passu Companion
Loan.


 


“Other Master
Servicer”: The applicable other “master servicer” under an Other Pooling and Servicing Agreement relating
to a Serviced Pari Passu Companion Loan.


 


“Other Pooling
and Servicing Agreement”: The pooling and servicing agreement relating to an Other Securitization.


 


“Other Securitization”:
Any commercial mortgage securitization trust that holds a Serviced Pari Passu Companion Loan or any successor REO Mortgage Loan
with respect thereto.


 


“Other Special
Servicer”: The applicable other “special servicer” under an Other Pooling and Servicing Agreement relating
to a Serviced Pari Passu Companion Loan.


 


“Other Trustee”:
The applicable other “trustee” under an Other Pooling and Servicing Agreement relating to a Serviced Pari Passu Companion
Loan.


 


“OTS”:
The Office of Thrift Supervision or any successor thereto.


 


“Ownership
Interest”: In the case of 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”:
With respect to any Mortgage Loan or REO Mortgage Loan (including a Non-Trust-Serviced Pooled Mortgage Loan or any successor REO
Mortgage Loan thereto), any advance made by the Master Servicer or the Trustee pursuant to Section 4.03.


 


“P&I Advance
Date”: The Business Day preceding each Distribution Date.


 


“Pari Passu
Companion Loan”: A Serviced Pari Passu Companion Loan and/or a Non-Serviced Pari Passu Companion Loan, as the context
may require.


 


“Pari Passu
Companion Loan Rating Agency”: Any NRSRO rating a Serviced Pari Passu Companion Loan Security.


 


“Pari Passu
Mortgage Loan”: A Mortgage Loan included in a Loan Combination that is pari passu in right of payment to
the related Pari Passu Companion Loan(s). The Pari Passu Mortgage Loans are the Sheraton Lincoln Harbor Hotel Mortgage Loan, the
CityPlace I Mortgage Loan, the 11 Madison Avenue Mortgage Loan and the Patrick Henry Mall Mortgage Loan.


 






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“Pari Passu
Primary Servicing Fee Rate”: With respect to (A) the Sheraton Lincoln Harbor Hotel Mortgage Loan or the Sheraton Lincoln
Harbor Hotel Pari Passu Companion Loan, a rate equal to 0.0025% (0.25 basis points) per annum, (B) the CityPlace I Mortgage
Loan or the CityPlace I Pari Passu Companion Loan, a rate equal to 0.0025% (0.25 basis points) per annum, (C) the 11 Madison
Avenue Mortgage Loan, a rate equal to 0.00125% (0.125 basis points) per annum, and (D) the Patrick Henry Mall Mortgage Loan,
a rate equal to 0.05% (5 basis points) per annum.


 


“Pass-Through
Rate”: The per annum rate at which interest accrues in respect of any of the Classes of Regular Certificates,
the Class A-S, Class B and Class C Certificates, the Class PEX Components and the Class A-S, Class B and
Class C Regular Interests during any Interest Accrual Period, which rate shall be:


 


(a)          with respect to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class D Certificates, the fixed rate per
annum set forth opposite such Class in the following table:


 


	
        Class 
	 	
        Pass-Through
Rate 

	Class A-1	 	1.6790% per annum
	Class A-2	 	2.3090% per annum
	Class A-3	 	3.4270% per annum
	Class A-4	 	3.6950% per annum
	Class A-SB	 	3.4870% per annum
	Class D	 	3.8520% per annum


  


(b)          with respect to each of the Class A-S Certificates, the Class A-S-PEX Component and the Class A-S Regular Interest,
a fixed rate equal to 4.0490% per annum (the Class A-S Regular Interest will be uncertificated and will be transferred
to the Trust Fund on the Closing Date, and the Trust will issue the Class A-S Certificates and the Class A-S-PEX Component
in exchange therefor);


 


(c)          with
respect to each of the Class B Certificates, the Class B-PEX Component and the Class B Regular Interest, a fixed
rate equal to the lesser of (i) 4.4820% per annum and (ii) the REMIC II Remittance Rate in respect of REMIC II
Regular Interest B for the subject Interest Accrual Period (the Class B Regular Interest will be uncertificated and will
be transferred to the Trust Fund on the Closing Date, and the Trust will issue the Class B Certificates and the Class B-PEX
Component in exchange therefor);


 


(d)          with respect to each of the Class C Certificates, the Class C-PEX Component and the Class C Regular Interest,
an annual rate equal to the REMIC II Remittance Rate in respect of REMIC II Regular Interest C for the subject Interest
Accrual Period (the Class C Regular Interest will be uncertificated and will be transferred to the Trust Fund on the Closing
Date, and the Trust will issue the Class C Certificates and the Class C-PEX Component in exchange therefor);


 



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(e)          with
respect to the Class E Certificates, an annual rate equal to the REMIC II Remittance Rate in respect of REMIC II
Regular Interest E for the subject Interest Accrual Period;


 


(f)          with respect to the Class F Certificates, an annual rate equal to the REMIC II Remittance Rate in respect of REMIC II
Regular Interest F for the subject Interest Accrual Period;


 


(g)          with
respect to the Class G Certificates, an annual rate equal to the REMIC II Remittance Rate in respect of REMIC II
Regular Interest G for the subject Interest Accrual Period;


 


(h)          with
respect to the Class X-A Certificates, the weighted average of the Class X-A Strip Rates for such Interest Accrual Period;


 


(i)          with respect to the Class X-B Certificates, the Class X-B Strip Rate for such Interest Accrual Period; and


 


(j)          with
respect to the Class X-D Certificates, the Class X-D Strip Rate for such Interest Accrual Period.


 


“Past Grace
Period Loan”: With respect to any Monthly Payment or Assumed Monthly Payment due and payable, or deemed due and payable,
in respect of any particular Mortgage Loan, the status attributable to that Mortgage Loan by reason of, if applicable, the fact
that such Monthly Payment or Assumed Monthly Payment remains unpaid past its Due Date and past any applicable grace period for
such Monthly Payment or Assumed Monthly Payment.


 


“Patrick Henry
Mall Loan Combination”: As defined in the Preliminary Statement.


 


“Patrick Henry
Mall Mortgage Loan”: As defined in the Preliminary Statement.


 


“Patrick Henry
Mall Pari Passu Companion Loans”: As defined in the Preliminary Statement.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


“Percentage
Interest”: With respect to (a) any Interest Only Certificate or Principal Balance Certificate, the portion of the
relevant Class evidenced by such Certificate, expressed as a percentage, the numerator of which is the Certificate Principal Balance
or Certificate Notional Amount, as the case may be, of such Certificate as of the Closing Date, as specified on the face thereof,
and the denominator of which is the initial Class Principal Balance or initial Class Notional Amount, as the case may be, of the
relevant Class as of the Closing Date; and (b) any Class R Certificate, the percentage interest in distributions to be
made with respect to the relevant Class, as specified on the face of such Certificate.


 


“Performance
Certification”: As defined in Section 11.09.


 






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“Performing
Mortgage Loan”: Any Mortgage Loan or Serviced Pari Passu Companion Loan that is not a Specially Serviced Mortgage Loan.


 


“Performing
Party”: As defined in Section 11.15.


 


“Performing
Serviced Mortgage Loan”: Any Serviced Mortgage Loan that is not a Specially Serviced Mortgage Loan.


 


“Performing
Serviced Pari Passu Companion Loan”: Any Serviced Pari Passu Companion Loan that is not a Specially Serviced Mortgage
Loan.


 


“Permitted
Investments”: Any one or more of the following obligations or securities payable on demand or having a scheduled maturity
on or before the Business Day preceding the date upon which such funds are required to be drawn, regardless of whether issued by
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee or any of their respective
Affiliates and having at all times the required ratings, if any, provided for in this definition, unless each Rating Agency shall
have provided a Rating Agency Confirmation relating to the Certificates:


 


(i)          direct
obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency
or instrumentality thereof, provided that each such obligation is backed by the full faith and credit of the United States;


 


(ii)         repurchase
agreements on obligations specified in clause (i) of this definition, with a party agreeing to repurchase such obligations
(1) in the case of such investments with maturities of 30 days or less, (x) the short-term obligations of the applicable repurchase
agreement counterparty are rated in the highest short-term rating category by Fitch and (y) the short-term obligations of which
counterparty are rated in the highest short-term rating category by Moody’s or the long-term obligations of which counterparty
are rated at least “A2” by Moody’s, (2) in the case of such investments with maturities of three months or less,
but more than 30 days, the short-term obligations of the applicable repurchase agreement counterparty are rated in the highest
short-term rating category by each Rating Agency and the long-term obligations of which counterparty are rated at least “A1”
by Moody’s, (3) in the case of such investments with maturities of six months or less, but more than three months, the short-term
obligations of the applicable repurchase agreement counterparty are rated in the highest short-term rating category by each Rating
Agency and the long-term obligations of which counterparty are rated at least “Aa3” by Moody’s, and (4) in the
case of such investments with maturities of more than six months, the short-term obligations of the applicable repurchase agreement
counterparty are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which
counterparty are rated “Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth in subclauses (1)-(4)
above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar);


 






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(iii)         federal funds, unsecured uncertificated certificates of deposit, time deposits, demand deposits and bankers’ acceptances
of any bank or trust company organized under the laws of the United States or any state thereof, (1) in the case of such investments
with maturities of 30 days or less, (x) the short-term obligations of which bank or trust company are rated in the highest short-term
rating category by Fitch and (y) the short-term obligations of which bank or trust company are rated in the highest short-term
rating category by Moody’s or the long-term obligations of which bank or trust company are rated at least “A2”
by Moody’s, (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 bank or trust company are rated in the highest short-term rating category by Moody’s or the long-term
obligations of which bank or trust company are rated at least “A2” by Moody’s, (3) in the case of such investments
with maturities of six months or less, but more than three months, the short-term obligations of which bank or trust company are
rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which bank or trust company
are rated at least “Aa3” by Moody’s and (4) in the case of such investments with maturities of more than six
months, the short-term obligations of which bank or trust company are rated in the highest short-term rating category by each Rating
Agency and the long-term obligations of which bank or trust company are rated “Aaa” by Moody’s (or, in the case
of any such Rating Agency as set forth in subclauses (1)-(4) above, such lower rating as is the subject of a Rating
Agency Confirmation by such Rating Agency and Morningstar);


 


(iv)         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) , provided that (x) such commercial
paper carries a short-term rating by Fitch of “F1” or better, unless such commercial paper is for a term of more than
30 days, in which case such commercial paper carries either (i) a short-term rating of “F1+” or (ii) a short-term
rating of “F1” and a long-term rating of “AA-” or better and (y) (i) if maturing in three months
or less, such commercial paper carries either a short-term rating of “P-1” by Moody’s or a long-term rating of
“A2” or better by Moody’s (or such lower rating as is the subject of a Rating Agency Confirmation by Moody’s
and Morningstar), (ii) if maturing in six months or less but more than three months, such commercial paper carries a short-term
rating of “P-1” by Moody’s and a long-term rating of “Aa3” or better by Moody’s (or such lower
rating as is the subject of a Rating Agency Confirmation by Moody’s and Morningstar) and (iii) if maturing in longer
than six months, such commercial paper carries a short-term rating of “P-1” by Moody’s and a long-term rating
of Aaa by Moody’s (provided, however, that (A) in the case of investments of funds in a Servicing Account,
with respect to the required Moody’s rating under subclause (y), the subject corporation need only have a short-term
rating of at least “P-1” from Moody’s, and (B) in the case of any such Rating Agency as set forth in subclauses (x)
– (y) above, the subject corporation need only have such lower rating as is the subject of a Rating Agency Confirmation
by such Rating Agency and Morningstar);


 


(v)          (1)
units of taxable money market mutual funds, issued by regulated investment companies, which seek to maintain a constant net asset
value per share


 






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(including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the Wells Fargo
Advantage Heritage Money Market Fund) so long as any such fund is rated in the highest category by (A) Moody’s (or, if not
rated by Moody’s, otherwise acceptable to Moody’s, as confirmed in a Rating Agency Confirmation) and (B) Fitch (or,
if not rated by Fitch, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s and/or Morningstar)
or otherwise acceptable to such Rating Agency and Morningstar, in any such case, as confirmed in a Rating Agency Confirmation)
and (2) units of any money market fund that (A) has substantially all of its assets invested continuously in the types of investments
referred to in clause (i) above, (B) has net assets of not less than $5,000,000,000 and (C) has the highest rating obtainable
from S&P, Moody’s and Fitch;


 


(vi)         an
obligation or security 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 (ii)-(v) above, and is the subject of a Rating Agency Confirmation from Morningstar and
each Rating Agency for which the minimum rating(s) set forth in the applicable clause is not satisfied with respect to such obligation
or security; and


 


(vii)        any
other obligation or security other than one listed in clauses (i) – (v) above, that is the subject
of a Rating Agency Confirmation from each and every Rating Agency;


 


provided that each investment described
hereunder shall not (A) evidence either the right to receive (1) only interest with respect to such investment or (2) a
yield to maturity greater than 120% of the yield to maturity at par of the obligations, (B) be purchased at a price greater
than par if such investment may be prepaid or called at a price less than its purchase price prior to stated maturity, (C) be
sold prior to stated maturity if such sale would result in a loss of principal on the instrument or a tax on “prohibited
transactions” under Section 860F of the Code or (D) have an “r” highlighter or other comparable
qualifier attached to its rating; and provided, further, that each investment described hereunder must have (X) a
predetermined fixed amount of principal due at maturity (that cannot vary or change), (Y) an original maturity of not more
than 365 days and a remaining maturity of not more than thirty (30) days and (Z) except in the case of a Permitted
Investment described in clause (v) of this definition, a fixed interest rate or an interest rate that is tied to a
single interest rate index plus a single fixed spread and moves proportionately with that index; and provided, further,
that each investment described hereunder must be a “cash flow investment” (within the meaning of the REMIC Provisions).


 


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


 


“Permitted
Transferee”: Any Transferee of a Class R Certificate other than (a) a Disqualified Organization, (b) a
Disqualified Non-United States Tax Person, (c) a Disqualified Partnership, (d) a foreign permanent establishment or fixed
base (within the meaning of any applicable income tax treaty between the United States and any foreign jurisdiction) of a United


 






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States Tax Person or (e) any other Person so designated by the Tax Administrator who is unable to provide an Opinion of Counsel
at the expense of such Person or the Person seeking to Transfer a Class R Certificate, that the Transfer of a Class R
Certificate will not cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificate is outstanding.


 


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


 


“Phase I Environmental
Assessment”: A “Phase I assessment” as described in, and meeting the criteria of, the ASTM, plus a
radon and asbestos inspection.


 


“Plan”:
Any of those employee benefit plans and other benefit plans and arrangements, including individual retirement accounts and annuities,
Keogh plans and collective investment funds and separate accounts, the assets of which are considered “plan assets”
under U.S. Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA, or for purposes
of Similar Law, including insurance company general accounts, that are subject to Title I of ERISA, Section 4975 of the
Code or Similar Law.


 


“PMCC”:
Prudential Mortgage Capital Company, LLC, a Delaware limited liability company, or its successor-in-interest.


 


“Post-ARD
Additional Interest”: With respect to any ARD Mortgage Loan after its Anticipated Repayment Date, all interest accrued
on the principal balance of such ARD Mortgage Loan at the Post-ARD Additional Interest Rate (the payment of which interest shall,
under the terms of such ARD Mortgage Loan, be deferred until the principal balance of such ARD Mortgage Loan and all other interest
thereon has been paid in full), together with all interest, if any, accrued at the related Mortgage Rate on such deferred interest.
There are no ARD Mortgage Loans in the Trust. All references to Post-ARD Additional Interest herein shall be disregarded and shall
have no force and effect.


 


“Post-ARD
Additional Interest Rate”: With respect to any ARD Mortgage Loan after its Anticipated Repayment Date, the incremental
increase in the Mortgage Rate for such ARD Mortgage Loan resulting from the passage of such Anticipated Repayment Date. There are
no ARD Mortgage Loans in the Trust. All references to Post-ARD Additional Interest Rate herein shall be disregarded and shall have
no force and effect.


 


“Prepayment
Assumption”: For purposes of determining the accrual of original issue discount, market discount and premium, if any,
on the Mortgage Loans, the REMIC I Regular Interests, the REMIC II Regular Interests and the Certificates for federal
income tax purposes, the assumptions that no Mortgage Loan is voluntarily prepaid prior to its Stated Maturity Date.


 


“Prepayment
Interest Excess”: With respect to any Mortgage Loan (including any Non-Trust-Serviced Pooled Mortgage Loan) that was
subject to a Principal Prepayment in full or in part made (or, if resulting from the application of Insurance Proceeds or Condemnation
Proceeds, any other early recovery of principal received) after the Due Date for such Mortgage Loan in any Collection Period, any
payment of interest (net of related Master Servicing Fees


 






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(and, in the case of any Non-Trust-Serviced Pooled Mortgage Loan, net
of interest accrued at a rate equal to the sum of (A) the applicable Pari Passu Primary Servicing Fee Rate and (B) the
rate per annum at which the fee, if any, payable to the applicable Non-Trust Trust Advisor accrues) and, further, net of
any portion of such interest that represents Default Charges or Post-ARD Additional Interest) actually Received by the Trust and
collected from the related Borrower or out of such Insurance Proceeds or Condemnation Proceeds, as the case may be, and intended
to cover the period from and after such Due Date to, but not including, the date of prepayment (exclusive, for the avoidance of
doubt, of any related Prepayment Premium or Yield Maintenance Charge that may have been collected).


 


“Prepayment
Interest Shortfall”: With respect to any Mortgage Loan (including any Non-Trust-Serviced Pooled Mortgage Loan) that was
subject to a Principal Prepayment in full or in part made (or, if resulting from the application of Insurance Proceeds or Condemnation
Proceeds, any other early recovery of principal received) prior to the Due Date for such Mortgage Loan in any Collection Period,
the amount of interest, to the extent not collected from the related Borrower or otherwise (without regard to any Prepayment Premium
or Yield Maintenance Charge that may have been collected), not Received by the Trust, that would have accrued on the amount of
such Principal Prepayment during the period from the date to which interest was paid by the related Borrower to, but not including,
the related Due Date immediately following the date of the subject Principal Prepayment (net of related Master Servicing Fees (and,
in the case of (i) any Non-Trust-Serviced Pooled Mortgage Loan, if any, net of interest accrued at a rate equal to the sum
of (A) the applicable Pari Passu Primary Servicing Fee Rate and (B) the rate per annum at which the fee, if any,
payable to the applicable Non-Trust Trust Advisor accrues, and (ii) an ARD Mortgage Loan after its Anticipated Repayment Date,
net of any Post-ARD Additional Interest), and, further, net of any portion of that interest that represents Default Charges).


 


“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, such Mortgage Loan or any successor REO Mortgage 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).


 


“Pricing Date”:
October 29, 2015.


 


“Primary Collateral”:
With respect to any Cross-Collateralized Mortgage Loan, that portion of the Mortgaged Property designated as directly securing
such Cross-Collateralized Mortgage 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 Cross-Collateralized Mortgage Loan.


 


“Primary Servicer”:
Prudential Asset Resources, Inc., or any successor thereto (as primary servicer) appointed as provided in the Primary Servicing
Agreement.


 


“Primary Servicing
Agreement”: That certain Primary Servicing Agreement, dated as of November 1, 2015, between Wells Fargo Bank, National
Association, as master servicer, and


 






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Prudential Asset Resources, Inc., as primary servicer, relating to some or all of the Mortgage
Loans for which Liberty Island is the applicable Mortgage Loan Seller.


 


“Primary Servicing
Office”: The office of the Master Servicer or the Special Servicer, as the context may require, that is primarily responsible
for such party’s servicing obligations hereunder.


 


“Principal
Balance Certificate”: Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S,
Class B, Class C, Class D, Class E, Class F, Class G and Class PEX Certificates.


 


“Principal
Distribution Amount”: With respect to any Distribution Date and the Principal Balance Certificates (other than the Class A-S,
Class B, Class C and Class PEX Certificates) and the Class A-S Regular Interest, Class B Regular Interest and
Class C Regular Interest, an amount (which shall in no event be less than zero) equal to the excess, if any, of:


 


(I)           the
sum of:


 


(A)         the
aggregate (without duplication) of the following (such aggregate of the following amounts described below in this clause (A),
the “Unadjusted Principal Distribution Amount” for such Distribution Date):


 


(i)          
all payments of principal (including Principal Prepayments), including any such payments on Corrected Mortgage Loans (but
exclusive, if applicable, in the case of a Serviced Loan Combination, of any payments of principal payable to the related Serviced
Pari Passu Companion Loan Holder pursuant to the related Intercreditor Agreement), Received by the Trust with respect to the Mortgage
Loans during the related Collection Period, in each case exclusive of any portion of the particular payment that represents a Late
Collection of principal for which a P&I Advance (including any Unliquidated Advance in respect of a prior P&I Advance)
was previously made under this Agreement for a prior Distribution Date or that represents the principal portion of a Monthly Payment
due on or before the Cut-off Date or on a Due Date occurring subsequent to the calendar month in which such Distribution Date occurs,


 


(ii)          the
aggregate of the principal portions of all Monthly Payments due in respect of the Mortgage Loans for their respective Due Dates
occurring in the month in which such Distribution Date occurs, that were Received by the Trust (other than as part of a Principal
Prepayment) prior to the related Collection Period,


 


(iii)         the
aggregate of all Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds Received by the Trust with respect to any
Mortgage Loans during the related Collection Period that were identified and applied by the Master Servicer as recoveries of principal
(whether as Principal Prepayments or otherwise) of such Mortgage Loans in accordance with Section 1.03, in each case
net of any portion of such proceeds that represents a Late Collection of principal (a) due on or before the Cut-off Date
or (b) for which a P&I Advance (including


  






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an Unliquidated Advance in respect of a prior P&I Advance) was previously
made under this Agreement for a prior Distribution Date,


 


(iv)         the aggregate of all Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Revenues Received by the Trust
with respect to any REO Properties during the related Collection Period that were identified and applied by the Master Servicer
as recoveries of principal (whether as Principal Prepayments or otherwise) of the related REO Mortgage Loans in accordance with
Section 1.03, in each case net of any portion of such proceeds and/or revenues that represents a Late Collection of
principal (a) due on or before the Cut-off Date or (b) for which a P&I Advance (including an Unliquidated Advance
in respect of a prior P&I Advance) was previously made under this Agreement for a prior Distribution Date, and


 


(v)          the respective principal portions of all P&I Advances made under this Agreement in respect of the Mortgage Loans and
any REO Mortgage Loans with respect to such Distribution Date;


 


(B)         the
aggregate amount of any collections received on or in respect of the Mortgage Loans during the related Collection Period that,
in each case, represents a delinquent amount as to which an Advance had been made, which Advance was previously reimbursed during
the Collection Period for a prior Distribution Date as part of a Workout-Delayed Reimbursement Amount for which a deduction was
made under clause (II)(B) below with respect to such Distribution Date; and


 


(C)         the
aggregate amount of any collections received on or in respect of the Mortgage Loans during the related Collection Period that,
in each case, is identified and applied by the Master Servicer (in accordance with Section 1.03) as a recovery of an
amount previously determined (in a Collection Period for a prior Distribution Date) to have been a Nonrecoverable Advance and for
which a deduction was made under clause (II)(C) below with respect to a prior Distribution Date; less


 


(II)         the
sum of:


 


(A)         the
aggregate amount of Workout-Delayed Reimbursement Amounts (and Advance Interest thereon) that were reimbursed or paid during the
related Collection Period to one or more of the Master Servicer, the Special Servicer and the Trustee from principal advances and
collections on the Mortgage Pool pursuant to Section 3.05(a)(II)(iii);


 


(B)         with
respect to each Mortgage Loan (1) with respect to which Insurance Proceeds, Condemnation Proceeds and/or Liquidation Proceeds
were received during the related Collection Period or (2) that was otherwise liquidated, including at a discount, during such
Collection Period, the aggregate amount of Liquidation Fees and Workout Fees paid with respect to such Mortgage Loan from a source
other than Default Charges during such Collection Period, provided that, in the case of any individual Mortgage Loan, the
deduction in respect of such Liquidation Fees and Workout Fees under this 


 






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clause (II)(B) shall not exceed the amounts
described in clauses (I)(A)(i) through (I)(A)(v) that are attributable to such Mortgage Loan; and


 


(C)          the
aggregate amount of Nonrecoverable Advances (and Advance Interest thereon) that were reimbursed or paid during the related Collection
Period to one or more of the Master Servicer, the Special Servicer and the Trustee during the related Collection Period from principal
advances and collections on the Mortgage Pool pursuant to Section 3.05(a)(II)(iv).


 


Furthermore, unless
and until the Class Principal Balances of all Classes of Principal Balance Certificates other than the Control-Eligible Certificates
have been reduced to zero, the Principal Distribution Amount (or any lesser portion thereof allocable to the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-SB, or Class D Certificates and the Class A-S Regular Interest, Class B
Regular Interest or Class C Regular Interest) for each Distribution Date will be reduced to the extent of any Trust Advisor
Expenses (other than Designated Trust Advisor Expenses) that exceed the amount of interest otherwise payable on the Class B
Regular Interest, the Class C Regular Interest and the Class D Certificates on that Distribution Date.


 


In no event shall any
portion of any Excess Liquidation Proceeds constitute a portion of the Principal Distribution Amount for any Distribution Date.


 


“Principal
Prepayment”: Any payment of principal made by the Borrower on a Mortgage Loan, which is received in advance of its scheduled
Due Date and that is not accompanied by an amount of interest (without regard to any Prepayment Premium, Yield Maintenance Charge
and/or Post-ARD Additional Interest that may have been collected) representing scheduled interest due on any date or dates in any
month or months subsequent to the month of prepayment.


 


“Private Placement
Memorandum”: The final Private Placement Memorandum dated October 29, 2015, relating to certain classes of the Non-Registered
Certificates delivered by the Depositor to WFS, SGAS, CGMI and Morgan Stanley as of the Closing Date.


 


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


 


“Privileged
Information”: Any (i) correspondence between the Subordinate Class Representative and the Special Servicer
related to any Specially Serviced Mortgage Loan or the exercise of the Subordinate Class Representative’s consent or
consultation rights under this Agreement, and (ii) information that the Special Servicer has reasonably determined could compromise
the Trust Fund’s position in any ongoing or future negotiations with a related Borrower under a Specially Serviced Mortgage
Loan or any other interested party or in litigation or in potential legal proceedings.


 


“Privileged
Person”: Any of (i) the Depositor or its designee, (ii) each Underwriter, (iii) the Trustee, (iv) the Certificate Administrator,
(v) the Master Servicer, (vi) the Special Servicer, (vii) each Excluded Special Servicer, if any, (viii) the Trust Advisor, (ix)
any Mortgage Loan Seller, (x) the Non-Trust Master Servicer, (xi) any Person who certifies to the Certificate Administrator substantially
in the form of Exhibit K-1A, Exhibit K-1B, Exhibit K-2A or


  






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Exhibit K-2B hereto, as applicable
(which form shall also be located on, and with respect to Exhibit K-1A, Exhibit K-1B and Exhibit K-2A, may
be submitted electronically via, the Certificate Administrator’s Website), that such Person is a Certificateholder, a Certificate
Owner or a prospective purchaser of a Certificate or any interest therein, and agrees to be bound by the confidentiality provisions
contained therein, that such Person is the Subordinate Class Representative or a Subordinate Class Certificateholder and is not
an Excluded Controlling Class Holder, or that such Person is the Subordinate Class Representative or a Subordinate Class Certificateholder
and is an Excluded Controlling Class Holder, as applicable, (xii) any Serviced Pari Passu Companion Loan Holder that delivers a
certification to the Certificate Administrator in the form of Exhibit H hereto, (xiii) after an Other Securitization, any
Other Master Servicer and Other Special Servicer and (xiv) each Rating Agency and each NRSRO that has submitted an NRSRO Certification
to the Certificate Administrator (which NRSRO Certification may be submitted electronically via the Certificate Administrator’s
Website); provided, however, that in no event may a Borrower, a Mortgagor, a manager of a Mortgaged Property, or an Affiliate,
principal, partner, member, joint venturer, limited partner, employee, representative, director, advisor or investor in any of
the foregoing or an agent of any of the foregoing be considered a Privileged Person; provided, further, that any
Excluded Controlling Class Holder solely with respect to the related Excluded Controlling Class Loan and a Special Servicer that
obtains knowledge that it is a Borrower Party solely with respect to the related Excluded Special Servicer Loan will not be considered
a Privileged Person; provided, further, that the foregoing will not be applicable to, nor limit, an Excluded Controlling
Class Holder’s right to access information with respect to any Mortgage Loan other than Excluded Information with respect
to a related Excluded Controlling Class Loan or a Special Servicer’s right to access information with respect to any Mortgage
Loan other than with respect to an Excluded Special Servicer Loan. For purposes of obtaining information or access to the Certificate
Administrator’s Website, (i) to the extent that the Subordinate Class Representative or any Subordinate Class Certificateholder
is an Excluded Controlling Class Holder in respect of any Excluded Controlling Class Loan, such Person shall be prohibited from
obtaining any Excluded Information in respect of such Excluded Controlling Class Loan, and (ii) to the extent that a Borrower Party
is not the Subordinate Class Representative or a Subordinate Class Certificateholder, such person will only be entitled to receive
the Distribution Date Statements and such other documents as such Person is entitled to under Section 8.12(f). The Certificate
Administrator may require that investor certifications in the form of Exhibit K-1A, Exhibit K-1B, Exhibit K-2A
or Exhibit K-2B 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 a mezzanine lender upon notice from the Special Servicer pursuant to
this Agreement in the form of Exhibit K-5 hereto (or such other form as mutually agreed to by the Certificate Administrator
and the Special Servicer) stating that such mezzanine lender has accelerated the related mezzanine loan or commenced foreclosure
proceedings against the equity collateral pledged to secure the related mezzanine loan.


 


“Prohibited
Party”: As of any date of determination, any Person that has theretofore failed to comply with such Person’s obligations
under Regulation AB with respect to the Trust Fund or any other securitization if (and only if) both (A) such failure was
an “event of default” under the relevant agreement to which such Person was a party, and (B) such Person is proposed
to become a Servicing Function Participant in respect of the Trust Fund. In determining whether any person or entity is a “Prohibited
Party”, each party hereto, provided that they are not an Affiliate of such Person, shall be entitled to conclusively
rely on a written certification from any


 






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Person stating that it is not a Prohibited Party. All necessary determinations under or
for purposes of this definition shall be made as of the date of consummation of the transaction in which the relevant person or
entity would become a Servicing Function Participant in respect of the Trust Fund.


 


“Prospectus”:
The Base Prospectus and the Prospectus Supplement, together.


 


“Prospectus
Supplement”: That certain prospectus supplement dated October 29, 2015, relating to the Registered Certificates, that
is a supplement to the Base Prospectus.


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“PTE”:
Prohibited Transaction Exemption.


 


“Purchase
Price”: With respect to any Mortgage Loan (or REO Property), a cash price equal to the aggregate of (a) the outstanding
principal balance of such Mortgage Loan (or the related REO Mortgage Loan) as of the date of purchase less any portion of
any Loss of Value Payment then on deposit in the Loss of Value Reserve Fund attributable to such Mortgage Loan (or REO Property),
(b) all accrued and unpaid interest on such Mortgage Loan (or the related REO Mortgage Loan) at the related Mortgage Rate
to, but not including, the Due Date occurring in the Collection Period during which the applicable purchase or repurchase occurs
(exclusive, however, of any portion of such accrued but unpaid interest that represents Default Interest or, in the case of an
ARD Mortgage Loan after its Anticipated Repayment Date, Post-ARD Additional Interest), (c) all related unreimbursed Servicing
Advances (including, in the case of any Non-Trust-Serviced Pooled Mortgage Loan, the pro rata portion of any such amounts
allocable to such Mortgage Loan and payable with respect thereto pursuant to the related Intercreditor Agreement) (together with
Unliquidated Advances in respect of prior Servicing Advances) and all related Servicing Advances (without duplication with Unliquidated
Advances described in the immediately preceding parenthetical clause) that were previously reimbursed out of collections on other
Mortgage Loans and/or REO Properties relating to other Mortgage Loans, if any, (d) all accrued and unpaid Advance Interest
with respect to any related Advances (including, in the case of (i) any Non-Trust-Serviced Pooled Mortgage Loan, the pro rata
portion of any such amounts allocable to such Mortgage Loan and payable with respect thereto pursuant to the related Intercreditor
Agreement and (ii) any Serviced Loan Combination, if a securitization trust holds a related Serviced Pari Passu Companion
Loan, interest on any comparable debt service advances made by a servicer or trustee of such securitization trust), and (e) solely
in the case of a purchase, repurchase or substitution, as applicable, by a Responsible Repurchase Party pursuant to the related
Mortgage Loan Purchase Agreement, (i) to the extent not otherwise included in the amount described in clause (d)
of this definition, any unpaid Special Servicing Fees and other outstanding Additional Trust Fund Expenses (including without limitation
any Liquidation Fee payable in connection with the applicable purchase or repurchase) with respect to such Mortgage Loan (or REO
Property) and (ii) to the extent not otherwise included in the amount described in clause (c) or clause (e)
of this definition, any costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Trustee or an agent of any of them (on behalf of the Trust) in enforcing the obligation, if any, of a Responsible
Repurchase Party to repurchase or replace such Mortgage Loan or REO Property.


 






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For purposes of this
Agreement, (i) the “Purchase Price” in respect of a Serviced Pari Passu Companion Loan that is purchased by the
related mortgage loan seller shall be the repurchase price paid by the related mortgage loan seller under the related Other Pooling
and Servicing Agreement or the applicable servicing agreement and (ii) with respect to a sale of an REO Property securing
a Serviced Loan Combination, the term “Mortgage Loan” or “REO Mortgage Loan” shall be construed to include
the related Serviced Pari Passu Companion Loan(s).


 


“Qualified
Appraiser”: In connection with the appraisal of any Mortgaged Property or REO Property, an Independent MAI-designated
appraiser with at least five years of experience in respect of the relevant geographic location and property type.


 


“Qualified
Bidder”: As defined in Section 7.01(c).


 


“Qualified
Institutional Buyer” or “QIB”: A “qualified institutional buyer” within the meaning of
Rule 144A.


 


“Qualified
Insurer”: An insurance company or security or bonding company qualified to write the related Insurance Policy in the
relevant jurisdiction.


 


“Qualified
Mortgage”: A qualified mortgage within the meaning of Section 860G(a)(3) of the Code.


 


“Qualified
Replacement Special Servicer”: A Person as to which all the following conditions are satisfied at the relevant date of
determination: (A)(i) all the representations and warranties set forth in Section 2.06 are true and accurate as applied
to such Person (other than any change in the entity type or the state or jurisdiction of formation), (ii) there is no event
or circumstances that constitutes, or would constitute, but for notice or the passage of time, a Servicer Termination Event with
respect to such Person under this Agreement, (iii) such Person is not the Trust Advisor or an Affiliate of the Trust Advisor
and there exists no agreement as a result of which, whether or not subject to any condition or contingency, such Person would become
an Affiliate of the Trust Advisor or merge or be consolidated with or into the Trust Advisor (regardless of the identity of the
surviving Person) or succeed to any portion of the business of the Trust Advisor that includes the Trust Advisor’s rights
or duties under this Agreement, (iv) neither such Person nor any Affiliate of such Person is obligated, whether by agreement
or otherwise, and whether or not subject to any condition or contingency, to pay any fee to, or otherwise compensate or grant monetary
or other consideration to, the Trust Advisor or any Affiliate thereof in connection with this Agreement, (x) in connection
with the special servicing obligations that such Person would assume under this Agreement or the performance thereof or (y) in
connection with the appointment of such Person as, or any recommendation by the Trust Advisor for such Person to become, the successor
Special Servicer, (v) such Person is not entitled to receive any compensation from the Trust Advisor in connection with its
activities under this Agreement and (vi) such Person is not entitled to receive from the Trust Advisor or any Affiliate thereof
any fee in connection with the appointment of such Person as successor Special Servicer, unless, in the case of each of the foregoing
clauses (i) through (vi), the appointment of such Person as successor Special Servicer has been expressly approved
by 100% of the Certificateholders; (B) such Person is not a Prohibited Party and has not been terminated


  



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in the capacity of
Master Servicer or Special Servicer hereunder in whole or in part as a result of a Servicer Termination Event under Section 7.01(a)(xiii),
unless the appointment of such Person as successor Special Servicer has been expressly approved by Depositor acting in its reasonable
discretion; and (C) solely with respect to any Serviced Loan Combination, such Person satisfies any minimum criteria set forth
in any Intercreditor Agreement relating to such Serviced Loan Combination to be serviced and administered (if necessary) by such
Person.


 


“Qualifying
Substitute Mortgage Loan”: In connection with the replacement of a Defective Mortgage Loan as contemplated by Section 2.03,
any other mortgage loan which, on the date of substitution: (i) has an outstanding Stated Principal Balance, after application
of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of the Stated
Principal Balance of the Defective Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs;
(ii) has a fixed Mortgage Rate that is not less than, and not more than one percentage point in excess of, the Mortgage Rate
of the Defective Mortgage Loan; (iii) has the same monthly Due Date as, and a grace period for delinquent Monthly Payments
that is no longer than, the Due Date and grace period, respectively, of the Defective Mortgage Loan; (iv) accrues interest
on the same Interest Accrual Basis as the Defective Mortgage Loan; (v) has a remaining term to stated maturity not greater
than, and not more than one year less than, that of the Defective Mortgage Loan, (vi) has a Stated Maturity Date not later
than two years prior to the Rated Final Distribution Date; (vii) has a then-current loan-to-value ratio not higher than, and
a then-current debt service coverage ratio not lower than, the loan-to-value ratio and debt service coverage ratio, respectively,
of the Defective Mortgage Loan as of the Closing Date; (viii) has comparable prepayment restrictions to those of the Defective
Mortgage Loan; (ix) will comply, as of the date of substitution, with all of the representations relating to the Defective
Mortgage Loan set forth in or made pursuant to the related Mortgage Loan Purchase Agreement; (x) has a Phase I Environmental
Assessment relating to the related Mortgaged Property in its Servicing File, which Phase I Environmental Assessment will evidence
that there is no material adverse environmental condition or circumstance at the related Mortgaged Property for which further remedial
action may be required under applicable law; and (xi) constitutes a “qualified replacement mortgage” within the
meaning of Section 860G(a)(4) of the Code (as evidenced by an Opinion of Counsel provided by the related Responsible Repurchase
Party at its expense); provided that if more than one mortgage loan is to be substituted for any Defective Mortgage Loan,
then all such proposed Replacement Mortgage Loans shall, in the aggregate, satisfy the requirement specified in clause (i)
of this definition and have a weighted average remaining term to stated maturity that satisfies the condition described in clause (v)
above and each such proposed Replacement Mortgage Loan shall, individually, satisfy each of the requirements specified in clauses (ii)
through (iv) and clauses (vi) through (xi) of this definition; and provided, further, that
no mortgage loan shall be substituted for a Defective Mortgage Loan unless (a) such prospective Replacement Mortgage Loan
shall (at all times other than during a Senior Consultation Period) be acceptable to the Subordinate Class Representative
(or, if there is no Subordinate Class Representative then serving, to the Majority Subordinate Certificateholder), in its
sole discretion, (b) such substitution is the subject of a Rating Agency Confirmation and (c) the related Responsible
Repurchase Party (at its expense) has delivered or caused to have been delivered to the Trustee an Opinion of Counsel to the effect
that the substitution of such mortgage loan would not result in an Adverse REMIC Event with respect to any REMIC Pool, either immediately
or at some future date due to the right of the mortgagor to obtain a release of


 



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all or any portion of the real property securing
such Replacement Mortgage Loan in a manner that could result in such Replacement Mortgage Loan ceasing to be a Qualified Mortgage
on or after the date of such release. When a Replacement Mortgage Loan is substituted for a Defective Mortgage Loan, the applicable
Responsible Repurchase Party shall certify that the Mortgage Loan meets all of the requirements of the above definition and shall
send such certification to the Trustee.


 


“Rated Certificate”:
Any of the Certificates to which a rating has been assigned by a Rating Agency at the request of the Depositor.


 


“Rated Final
Distribution Date”: With respect to each Class of Rated Certificates, the Distribution Date in November 2048.


 


“Rating Agency”:
With respect to any Class of Rated Certificates, each of Fitch, Moody’s and Morningstar or their successors in interest.


 


“Rating Agency
Confirmation”: With respect to any matter, written confirmation (which may be in electronic form) from each applicable
Rating Agency that a proposed action, failure to act or other event 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 then rated by such Rating Agency); provided
that if a written waiver or acknowledgment indicating its decision not to review the matter for which the Rating Agency Confirmation
is sought, then the requirement to receive a Rating Agency Confirmation from the Rating Agency with respect to such matter shall
not apply. For the purposes of this definition, any confirmation, waiver, request, acknowledgment or approval which is required
to be in writing may be in the form of electronic mail. Notwithstanding anything to the contrary set forth in this Agreement, at
any time during which the Certificates are no longer rated by a Rating Agency, no Rating Agency Confirmation will be required under
this Agreement.


 


“Rating Agency
Inquiries”: As defined in Section 8.12(g).


 


“Rating Agency
Q&A Forum and Servicer Document Request Tool”: As defined in Section 8.12(g).


 


“Realized
Loss”: With respect to:


 


                        
(1)          each Mortgage Loan or Serviced Loan Combination, as applicable, as to which a Final Recovery Determination has been made
(or any related successor REO Mortgage Loan as to which a Final Recovery Determination has been made as to the related REO Property),
and with respect to each Mortgage Loan or Serviced Loan Combination, as applicable, that is a Corrected Mortgage Loan on which
all amounts have been fully paid under the terms of such Corrected Mortgage Loan (as it may have been modified), an amount (not
less than zero) equal to the excess, if any, of (a) the sum of (i) the unpaid principal balance of such Mortgage Loan
or Serviced Loan Combination, as applicable, or REO Mortgage Loan, as the case may be, as of the commencement of the Collection
Period in which the Final Recovery Determination was made or the final payment was made, as the case may be, plus (ii) without
taking into account the amount described in subclause (1)(b) of this definition, all accrued but unpaid


 






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interest (exclusive,
however, of any portion of such accrued but unpaid interest that represents Default Interest or, in the case of an ARD Mortgage
Loan after its Anticipated Repayment Date, Post-ARD Additional Interest) on such Mortgage Loan or Serviced Loan Combination, as
applicable, or such REO Mortgage Loan, as the case may be, to but not including the Due Date in the Collection Period in which
the Final Recovery Determination was made or such final payment was made, as the case may be, plus (iii) without duplication
with amounts included under another subclause above, all related unreimbursed Servicing Advances (together with Unliquidated Advances
in respect of prior Servicing Advances) and unpaid Liquidation Expenses, plus (iv) the amount of any and all related
Special Servicing Fees, Liquidation Fees and/or Workout Fees with respect to such Mortgage Loan or Serviced Loan Combination, as
applicable, or successor REO Mortgage Loan, to the extent not previously reflected as Realized Loss with respect to such Mortgage
Loan or Serviced Loan Combination, as applicable, or successor REO Mortgage Loan, plus (v) any accrued and unpaid Advance
Interest on any Advances, over (b) all payments and proceeds, if any, Received by the Trust in respect of such Mortgage Loan
or Serviced Loan Combination, as applicable, or, to the extent allocable to such REO Mortgage Loan, the related REO Property, as
the case may be, during the Collection Period in which such Final Recovery Determination was made or such final payment was made,
as the case may be;


 


                        
(2)          each Mortgage Loan or Serviced Loan Combination, as applicable, as to which any portion of the principal or previously accrued
interest payable thereunder or any Unliquidated Advance was canceled in connection with a bankruptcy or similar proceeding involving
the related Borrower or a modification, extension, waiver or amendment of such Mortgage Loan or Serviced Loan Combination, as applicable,
granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.20 (or, in the case of a
Non-Trust-Serviced Pooled Mortgage Loan, by the related Non-Trust Master Servicer or the related Non-Trust Special Servicer pursuant
to the related Non-Trust Pooling and Servicing Agreement), the amount of such principal and/or interest (other than Default Interest
and, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, Post-ARD Additional Interest) or Unliquidated Advance
so canceled; and


 


                        
(3)          each Mortgage Loan or Serviced Loan Combination, as applicable, as to which the Mortgage Rate thereon has been permanently
reduced and not recaptured for any period in connection with a bankruptcy or similar proceeding involving the related Borrower
or a modification, extension, waiver or amendment of such Mortgage Loan granted or agreed to by the Master Servicer or the Special
Servicer pursuant to Section 3.20 (or, in the case of a Non-Trust-Serviced Pooled Mortgage Loan, by the related Non-Trust
Master Servicer or the related Non-Trust Special Servicer pursuant to the related Non-Trust Pooling and Servicing Agreement), the
amount of the consequent reduction in the interest portion of each successive Monthly Payment due thereon (on the related Due Date
for the affected Monthly Payment).


 


Notwithstanding the
foregoing, any allocation of any Realized Loss to any REMIC I Regular Interest, any REMIC II Regular Interest, any Class
of Principal Balance Certificates (other than the Class A-S, Class B, Class C and Class PEX Certificates) or the
Class A-S Regular


 






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Interest, Class B Regular Interest or Class C Regular Interest, as the case may be, may occur
(i) in the case of any amount described in clause (1) or clause (2) above, solely pursuant to, in
accordance with and to the extent provided by the combination of (x) the accounting for such amount that occurs under the
definition of “Stated Principal Balance” and (y) the operation of Section 4.04 of this Agreement and
(ii) in the case of any amount described in clause (3) above, solely pursuant to, in accordance with and to the
extent provided by the operation of Section 4.04 of this Agreement.


 


“Realized
Loss Template”: With respect to each Collection Period, 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. The Realized Loss Template shall be in Excel format or such other format as is reasonably
acceptable to the Master Servicer, the Trustee, the Certificate Administrator and the Subordinate Class Representative.


 


“Received
by the Trust”: In the case of (a) a Non-Trust-Serviced Pooled Mortgage Loan or any REO Property related thereto,
received by the Trustee (or the Master Servicer on behalf of the Trustee), as holder of the Mortgage Note for such Non-Trust-Serviced
Pooled Mortgage Loan, on behalf of the Trust; and (b) any Serviced Mortgage Loan, Serviced Loan Combination or related Administered
REO Property, received by the Master Servicer (or any Sub-Servicer thereof), the Special Servicer (or any Sub-Servicer thereof)
or the Trustee, as the case may be, on behalf of the Trust and/or, in connection with a Serviced Loan Combination, the related
Serviced Pari Passu Companion Loan Holder(s).


 


“Record Date”:
With respect to any Distribution Date and each Class of Certificates, the last Business Day of the month immediately preceding
the month in which such Distribution Date occurs.


 


“Recovered
Interest Amounts”: As defined in the definition of “Interest Distribution Amount”.


 


“Registered
Certificate”: Any Certificate that has been the subject of registration under the Securities Act. As of the Closing Date,
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class
PEX and Class D Certificates constitute Registered Certificates.


 


“Regular Certificate”:
Any of the Interest Only Certificates and the Principal Balance Certificates (other than the Class A-S, Class B, Class C and Class
PEX Certificates). The Regular Certificates have the terms provided for in Section 2.15.


 


“Regulation
AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125,
as such rules may be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter
be from time to time provided by the Commission or by the staff of the Commission, in each case as effective from time to time
as of the compliance dates specified therein.


 


“Regulation S”:
Regulation S under the Securities Act.


 






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“Regulation S
Global Certificate”: With respect to any Class of Book-Entry Non-Registered Certificates offered and sold to institutions
that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S, a single global Certificate,
or multiple global Certificates collectively, in definitive, fully registered form without interest coupon, each of which Certificates
bears a Regulation S Legend.


 


“Regulation S
Legend”: With respect to any Class of Book-Entry Non-Registered Certificates offered and sold to institutions that are
non-United States Securities Persons in Offshore Transactions in reliance on Regulation S, a legend generally to the effect that
such Certificates may not be offered, sold, pledged or otherwise transferred in a non-Offshore Transaction or to a United States
Securities Person prior to the Release Date except pursuant to an exemption from the registration requirements of the Securities
Act.


 


“Reimbursement
Rate”: The rate per annum applicable to the accrual of Advance Interest, which rate per annum is equal
to the “prime rate” published in the “Money Rates” section of The Wall Street Journal, as such “prime
rate” may change from time to time. If The Wall Street Journal ceases to publish the “prime rate”, then
the Certificate Administrator, in its sole discretion, shall select an equivalent publication that publishes such “prime
rate”; and if such “prime rate” is no longer generally published or is limited, regulated or administered by
a governmental or quasi-governmental body, then the Certificate Administrator shall select a comparable interest rate index. In
either case, such selection shall be made by the Certificate Administrator in its sole discretion and the Certificate Administrator
shall notify the Master Servicer and the Special Servicer in writing of its selection.


 


“Release Date”:
The date that is forty (40) days following the later of (i) the Closing Date and (ii) the commencement of the initial offering
of the Non-Registered Certificates in reliance on Regulation S.


 


“Relevant
Servicing Criteria”: The Servicing Criteria applicable to each Reporting Servicer (as set forth on Schedule III
attached hereto). For clarification purposes, multiple Reporting Servicers can have responsibility for the same Relevant Servicing
Criteria and some of the Servicing Criteria will not be applicable to certain Reporting Servicers. With respect to a Servicing
Function Participant engaged by the Trustee, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator
or any Sub-Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria
applicable to the Trustee, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator or such
Sub-Servicer.


 


“REMIC”:
A “real estate mortgage investment conduit” as defined in Section 860A through G of the Code.


 


“REMIC I”:
The segregated pool of assets designated as such in Section 2.11(a).


 


“REMIC I
Regular Interest”: Any of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder
and, in each such case, designated as a “regular interest” (within the meaning of Section 860G(a)(1) of the Code)
in REMIC I. The REMIC I Regular Interests have the designations and terms provided for in Section 2.11.


 






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“REMIC I
Remittance Rate”: The per annum rate at which interest accrues in respect of any REMIC I Regular Interest
during any Interest Accrual Period, as set forth in or otherwise calculated in accordance with Section 2.11(f).


 


“REMIC I
Residual Interest”: The sole uncertificated “residual interest” (within the meaning of Section 860G(a)(2)
of the Code) in REMIC I issued pursuant to this Agreement.


 


“REMIC II”:
The segregated pool of assets designated as such in Section 2.13(a).


 


“REMIC II
Regular Interest”: Any of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder
and, in each such case, designated as a “regular interest” (within the meaning of Section 860G(a)(1) of the Code)
in REMIC II. The REMIC II Regular Interests have the designations provided for in the Preliminary Statement hereto. The
REMIC II Regular Interests have the terms provided for in Section 2.13.


 


“REMIC II
Remittance Rate”: The per annum rate at which interest accrues in respect of any REMIC II Regular Interest
during any Interest Accrual Period, as set forth in or otherwise calculated in accordance with Section 2.13(e).


 


“REMIC II
Residual Interest”: The sole uncertificated “residual interest” (within the meaning of Section 860G(a)(2)
of the Code) in REMIC II issued pursuant to this Agreement.


 


“REMIC III”:
The segregated pool of assets designated as such in Section 2.15(a).


 


“REMIC III
Component”: Any of the separate beneficial ownership interests in REMIC III issued hereunder, evidenced by a Class
of Interest Only Certificates. The REMIC III Components have the designations provided for in the Preliminary Statement hereto
and each constitutes a “regular interest” in REMIC III (within the meaning of Section 860G(a)(1) of the Code).
The REMIC III Components have the terms provided for in Section 2.15.


 


“REMIC III
Regular Interest”: The Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest,
as applicable.


 


“REMIC III
Residual Interest”: The sole uncertificated “residual interest” (within the meaning of Section 860G(a)(2)
of the Code) in REMIC III issued pursuant to this Agreement.


 


“REMIC Pool”:
Any of REMIC I, REMIC II or REMIC III.


 


“REMIC Provisions”:
The 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 proposed, temporary and final Treasury
regulations and any published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from
time to time.


 


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


 






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“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer, pursuant to and for the benefit of the
Persons specified in Section 3.16(b), which shall be titled “Midland Loan Services, a Division of PNC Bank, National
Association [or the name of any successor Special Servicer], as Special Servicer, on behalf of Wilmington Trust, National Association
[or the name of any successor Trustee], as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage
Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31, and if the account is established for the deposit
of funds received in respect of one or more REO Properties related to any Serviced Loan Combination, “Midland Loan Services,
a Division of PNC Bank, National Association [or the name of any successor Special Servicer], as Special Servicer, on behalf of
Wilmington Trust, National Association [or the name of any successor Trustee], as Trustee, for the benefit of the registered holders
of Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 and the owners
of any Serviced Pari Passu Companion Loan, as their interests may appear, REO Account”.


 


“REO Acquisition”:
The acquisition of any REO Property pursuant to Section 3.09 (or, in the case of any REO Property related to a Non-Trust-Serviced
Pooled Mortgage Loan, pursuant to the related Non-Trust Pooling and Servicing Agreement).


 


“REO Disposition”:
The sale or other disposition of any REO Property pursuant to Section 3.18 (or, in the case of any REO Property related
to a Non-Trust-Serviced Pooled Mortgage Loan, pursuant to the related Non-Trust Pooling and Servicing Agreement).


 


“REO Extension”:
As defined in Section 3.16(a).


 


“REO Mortgage
Loan”: The successor mortgage loan to a Mortgage Loan or Serviced Loan Combination (including those deemed to be outstanding
with respect to a Non-Trust-Serviced Pooled Mortgage Loan or a Serviced Pari Passu Companion Loan), which successor mortgage loan
is deemed for purposes hereof to be outstanding with respect to each REO Property. Each REO Mortgage Loan shall be deemed to provide
for monthly payments of principal and/or interest equal to its Assumed Monthly Payment and otherwise to have the same terms and
conditions as its predecessor mortgage loan (such terms and conditions to be applied without regard to the default on such predecessor
mortgage loan and the acquisition of the related REO Property on behalf of the Trust or, if applicable, in the case of any REO
Property related to any Serviced Loan Combination, on behalf of the Trust and the respective holders of the related Serviced Pari
Passu Companion Loan(s)). Each REO Mortgage Loan shall be deemed to have an initial unpaid principal balance and Stated Principal
Balance equal to the unpaid principal balance and Stated Principal Balance, respectively, of its predecessor mortgage loan as of
the date of the related REO Acquisition. All Monthly Payments (other than a Balloon Payment), Assumed Monthly Payments (in the
case of a Balloon Mortgage Loan delinquent in respect of its Balloon Payment) and other amounts due and owing, or deemed to be
due and owing, in respect of the predecessor mortgage loan as of the date of the related REO Acquisition, shall be deemed to continue
to be due and owing in respect of an REO Mortgage Loan. In addition, all amounts payable or reimbursable to the Master Servicer,
the Special Servicer, the Trust Advisor or the Trustee in respect of the predecessor mortgage loan as of the date of the related
REO Acquisition, including any unpaid or unreimbursed Master Servicing Fees, Special Servicing Fees and Advances (together with
Unliquidated Advances in respect of prior


 






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Advances), together with any related unpaid Advance Interest on such Advances (other
than Unliquidated Advances), Trust Advisor Ongoing Fees and Trust Advisor Expenses, shall continue to be payable or reimbursable
in the same priority and manner pursuant to Section 3.05(a) to the Master Servicer, the Special Servicer, the Trustee,
the Trust Advisor or the Trust, as the case may be, in respect of an REO Mortgage Loan.


 


“REO Property”:
A Mortgaged Property acquired on behalf and in the name of the Trustee for the benefit of the Certificateholders (and, in the case
of each such Mortgaged Property relating to a Serviced Loan Combination, also on behalf of the related Serviced Pari Passu Companion
Loan Holder(s)) 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 or Serviced Pari Passu Companion Loan; provided that
a Mortgaged Property that secures a Non-Trust-Serviced Pooled Mortgage Loan shall constitute an REO Property if and when it is
acquired under the related Non-Trust Pooling and Servicing Agreement for the benefit of the Trustee as the holder of such Non-Trust-Serviced
Pooled Mortgage Loan and of the holder of the related Non-Serviced Companion Loan(s) through foreclosure, acceptance of a deed
in lieu of foreclosure or otherwise in accordance with applicable law in connection with a default or imminent default of such
Non-Trust-Serviced Pooled Mortgage Loan.


 


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


 


“REO Tax”:
As defined in Section 3.17(a).


 


“Replacement
Mortgage Loan”: Any Qualifying Substitute Mortgage Loan that is substituted by a Responsible Repurchase Party for a Defective
Mortgage Loan as contemplated by Section 2.03.


 


“Reportable
Event”: As defined in Section 11.10.


 


“Reporting
Requirements”: As defined in Section 11.15.


 


“Reporting
Servicer”: As defined in Section 11.13.


 


“Repurchase”:
As defined in Section 2.03(g).


 


“Repurchase
Communication”: For purposes of Section 2.03(g) and Section 3.22(a) of this Agreement only, any
communication, whether oral or written, which need not be in any specific form.


 


“Repurchase
Request”: As defined in Section 2.03(g).


 


“Repurchase
Request Recipient”: As defined in Section 2.03(g).


 


“Repurchase
Request Rejection”: As defined in Section 2.03(g).


 






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“Repurchase
Request Withdrawal”: As defined in Section 2.03(g).


 


“Request for
Release”: A request signed by a Servicing Officer of, as applicable, the Master Servicer in the form of Exhibit F-1
attached hereto or the Special Servicer in the form of Exhibit F-2 attached hereto.


 


“Requesting
Party”: As defined in Section 3.27(a).


 


“Required
Appraisal Loan”: As defined in Section 3.19(a).


 


“Required
Claims-Paying Ratings”: As used in Section 3.07 of this Agreement,


 


(i)          in the case of coverage provided for a Mortgaged Property related to any Mortgage Loan or Serviced Loan Combination, a claims-paying
ability rating of at least (1) “A-” by Fitch (or, if not rated by Fitch, an equivalent rating by (A) at least
two NRSROs (which may include Moody’s and/or Morningstar) or (B) one NRSRO (which may include Moody’s or Morningstar)
and A.M. Best Company) and (2) “A3” by Moody’s (or, if not rated by Moody’s, at least “A-”
by S&P (or, if not rated by S&P, an equivalent rating by (A) at least two NRSROs (which may include Fitch and/or Morningstar)
or (B) one NRSRO (which may include Fitch or Morningstar) and A.M. Best Company)), and


 


(ii)         in
the case of fidelity bond coverage or errors and omissions insurance required to be maintained pursuant to Section 3.07(e)
of this Agreement, a claims-paying ability rating at least equal to both (x) any one of the following: (a) “A-”
by S&P, (b) “A3” by Moody’s, (c) “A-” by Fitch or (d) “A:X” by A.M. Best
Company and (y) any one of the following: (a) “A-” by S&P, (b) “A3” by Moody’s, (c) “A-”
by Fitch, (d) “A (low)” by DBRS or (e) “A:X” by A.M. Best Company; provided, however,
that any claims-paying ability rating that satisfies the requirement in the preceding clause (x) will also satisfy the requirement
in clause (y); and provided that (A) an insurance carrier shall be deemed to have the applicable claims-paying ability
ratings set forth above if the obligations of such insurance carrier under the related insurance policy are guaranteed or backed
in writing by an entity that has long-term unsecured debt obligations that are rated not lower than the ratings set forth above
or claims-paying ability ratings that are not lower than the ratings set forth above; and (B) an insurance carrier will be
deemed to have the applicable claims-paying ability ratings set forth in this clause (ii) if a Rating Agency Confirmation
is obtained from the Rating Agency whose rating requirement has not been satisfied.


 


“Reserve Account”:
Any of the accounts established and maintained pursuant to Section 3.03(d).


 


“Reserve Funds”:
With respect to any Mortgage Loan or Serviced Loan Combination, any amounts delivered by the related Borrower to be held in escrow
by or on behalf of the mortgagee representing: (i) reserves for repairs, replacements, capital improvements and/or environmental
testing and remediation with respect to the related Mortgaged Property, or for ongoing or threatened litigation; (ii) reserves
for tenant improvements and leasing commissions; (iii) reserves for debt service; or (iv) amounts to be applied as a
Principal Prepayment on such


 



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Mortgage Loan or Serviced Loan Combination or held
as Additional Collateral if certain leasing or other economic criteria in respect of the related Mortgaged Property are not met.


 


“Resolution
Extension Period”: As defined in Section 2.03(b).


 


“Responsible
Officer”: Any Vice President, any Trust Officer, any Assistant Secretary or any other officer of the Certificate Administrator
or the Trustee as the case may be, assigned to the Corporate Trust Office of such party; in each case, with direct responsibility
for the administration of this Agreement and also, 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, in the case of any certification
required to be signed by a Responsible Officer, such an officer whose name and specimen signature appears on a list of corporate
trust officers furnished to the Master Servicer and the Special Servicer by the Trustee and the Certificate Administrator, as such
list may from time to time be amended.


“Responsible
Repurchase Party”: (i) With respect to each Mortgage Loan transferred to the Depositor by WFB, WFB; (ii) with
respect to each Mortgage Loan transferred to the Depositor by Rialto, Rialto; (iii) with respect to each Mortgage Loan transferred
to the Depositor by Société Générale, Société Générale; (iv) with respect
to each Mortgage Loan transferred to the Depositor by C-III, C-III; (v) with respect to each Mortgage Loan transferred to the Depositor
by Basis, Basis Investment; and (vi) with respect to each Mortgage Loan transferred to the Depositor by Liberty Island, Liberty
Island, Liberty Island Group and, solely if Liberty Island Group ceases to exist, PMCC, on a joint and several basis of liability
as provided in the related Mortgage Loan Purchase Agreement.


“Restricted
Group”: Collectively, the following persons and entities: (a) the Trustee, (b) the Exemption-Favored Parties;
(c) the Depositor; (d) the Master Servicer; (e) the Special Servicer; (f) any Primary Servicer, (g) any Sub-Servicer;
(h) any person that is considered a “sponsor” as defined in Section III of the Exemption; (i) each Borrower,
if any, with respect to Mortgage Loans constituting more than 5.0% of the Cut-off Date Pool Balance; and (j) any and all Affiliates
of any of the aforementioned Persons.


“Rialto”:
Rialto Mortgage Finance, LLC, a Delaware limited liability company, or its successor-in-interest.


“Rule 15Ga-1”:
Rule 15Ga-1 under the Exchange Act.


“Rule 15Ga-1
Notice”: As defined in Section 2.03(g).


“Rule 17g-5”:
Rule 17g-5 under the Exchange Act.


“Rule 17g-5
Information Provider”: The Certificate Administrator acting in such capacity under this Agreement.


“Rule 17g-5
Information Provider’s Website”: The internet website of the Rule 17g-5 Information Provider, initially located
within the Certificate Administrator’s website (www.ctslink.com), under the “NRSRO” tab for the related transaction
access to which is limited



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to the
Depositor and to NRSROs who have provided an NRSRO Certification to the Rule 17g-5 Information Provider.


 


“Rule 144A”:
Rule 144A under the Securities Act.


“Rule 144A
Global Certificate”: With respect to any Class of Book-Entry Certificates, a single global Certificate, or multiple global
Certificates collectively, registered in the name of the Depository or its nominee, in definitive, fully registered form without
interest coupons, each of which Certificates bears a Qualified Institutional Buyer CUSIP number and does not bear a Regulation S
Legend.


“S&P”:
Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or its successor-in-interest.
If neither such rating agency nor any successor remains in existence, “S&P” shall be deemed to refer to such other
NRSRO or other comparable Person reasonably designated by the Depositor (and such designation shall be deemed to be reasonable
if the Person so designated is an NRSRO that has been regularly engaged in rating new issue commercial mortgage-backed securities
transactions during the 12 months preceding the designation), notice of which designation shall be given to the other parties
hereto, and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.
References herein to “applicable rating category” (other than such references to “highest applicable rating category”)
shall, in the case of S&P, be deemed to refer to such applicable rating category of S&P, without regard to any plus or
minus or other comparable rating qualification.


“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 11.09.


“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, chattel mortgage or similar document or instrument
creating in favor of the holder of such Mortgage a security interest in the personal property constituting security for repayment
of such Mortgage Loan or related Companion Loan.


“Senior
Consultation Period”: A period when either (i) the Class Principal Balance of the Class E Certificates, without
regard to the allocation of any Appraisal Reduction Amounts to such Class, is less than 25% of the initial Class Principal Balance
of the Class E Certificates or (ii) the then Majority Subordinate Certificateholder that holds a majority of the Class E
Certificates (provided such Class is the Subordinate Class) has irrevocably waived its right to appoint a Subordinate Class Representative
and to exercise any of the rights of the Majority Subordinate Certificateholder or cause the exercise of the rights of the Subordinate
Class Representative under this Agreement pursuant to Section 3.23(i) and such rights have not been reinstated
to a successor Majority Subordinate Certificateholder pursuant to Section 3.23(i).



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No Senior Consultation
Period shall limit the control and consultation rights, if any. of the “Controlling Note Holder” (as defined in the
related Intercreditor Agreement) of any Non-Serviced Loan Combination.


“Service(s)(ing)”:
In accordance with Regulation AB, the act of servicing and administering the Mortgage Loans or any other assets of the Trust by
an entity that meets the definition of “servicer” set forth in Item 1101 of Regulation AB and is subject to the
disclosure requirements set forth in Item 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence
of this term shall have the meaning commonly understood by participants in the commercial mortgage-backed securities market.


“Serviced
Loan Combination”: Any mortgage loan serviced under this Agreement that is divided into one or more notes, which includes
a mortgage note that is included in the Trust and one or more pari passu mortgage notes not included in the Trust. References
herein to a Serviced Loan Combination shall be construed to refer to the aggregate indebtedness under the related notes. Each of
the Sheraton Lincoln Harbor Hotel Loan Combination and the CityPlace I Loan Combination shall be a Serviced Loan Combination.


“Serviced
Loan Combination Remittance Amount”: For each remittance date that the Master Servicer is required to make a distribution
to a Serviced Pari Passu Companion Loan Holder pursuant to Section 3.04(j) and with respect to any Serviced Loan Combination
and related Mortgaged Property (if it becomes an REO Property), any amount received by the Master Servicer (or, with respect to
an REO Property, the Special Servicer) during the related Collection Period that is payable to the related Serviced Pari Passu
Companion Loan Holder pursuant to the related Intercreditor Agreement or to be remitted to the Collection Account.


“Serviced
Loan Combination Special Servicer”: Any Person responsible for performing the duties of Special Servicer hereunder with
respect to a Serviced Loan Combination or any related REO Property.


“Serviced
Mortgage Loan”: Any Mortgage Loan other than a Non-Trust-Serviced Pooled Mortgage Loan, if any. Each Mortgage Loan (other
than the 11 Madison Avenue Mortgage Loan and the Patrick Henry Mall Mortgage Loan) shall be a Serviced Mortgage Loan.


“Serviced
Pari Passu Companion Loan”: With respect to any Serviced Loan Combination, any related mortgage note not included in
the Trust that is serviced under this Agreement and that is generally payable on a pari passu basis with a Mortgage
Loan included in the Trust to the extent set forth in the related Intercreditor Agreement. Each of the Sheraton Lincoln Harbor
Hotel Pari Passu Companion Loan and the CityPlace I Pari Passu Companion Loan shall be a Serviced Pari Passu Companion Loan.


“Serviced
Pari Passu Companion Loan Administrative Fee Rate”: With respect to any Serviced Pari Passu Companion Loan, the “Administrative
Fee Rate” for such loan as set forth in the related Other Pooling and Servicing Agreement.


“Serviced
Pari Passu Companion Loan Custodial Account”: With respect to the Serviced Pari Passu Companion Loans, the separate
account or sub-account created and maintained by the Master Servicer pursuant to Section 3.04(h) on behalf of the
Certificateholders and the Serviced



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Pari
Passu Companion Loan Holders, which shall be entitled “Wells Fargo Bank, National Association [or name of successor Master
Servicer], as Master Servicer for the Certificateholders and the Serviced Pari Passu Companion Loan Holders relating to, and for
the benefit of Wilmington Trust, National Association [or name of successor Trustee], as Trustee, for the benefit of the Holders
of, Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31, Serviced Pari
Passu Companion Loan Custodial Account.” Amounts in the Serviced Pari Passu Companion Loan Custodial Account allocable to
the Serviced Pari Passu Companion Loans shall not be assets of the Trust Fund, but instead shall be held by the Master Servicer
on behalf of the Trust Fund (in respect of amounts reimbursable therefrom) and, the Serviced Pari Passu Companion Loan Holders.
Any such account or sub-account shall be an Eligible Account or a sub-account of an Eligible Account (including a sub-account
of the Collection Account).


 


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


“Serviced
Pari Passu Companion Loan Holder Register”: As defined in Section 3.26(b).


“Serviced
Pari Passu Companion Loan Securities”: For so long as the related Pari Passu Mortgage Loan or any successor REO Mortgage
Loan is part of the Mortgage Pool, any class of securities issued by an Other Securitization and backed by a Serviced Pari Passu
Companion Loan. Any reference herein to a “series” of Serviced Pari Passu Companion Loan Securities shall refer to
separate securitizations of the related Serviced Pari Passu Companion Loan.


“Serviced
Pari Passu Mortgage Loan”: Any Pari Passu Mortgage Loan that is a Serviced Mortgage Loan.


“Servicer
Notice”: As defined in Section 11.17.


“Servicer
Termination Event”: As defined in Section 7.01(a).


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


“Servicing
Advances”: All customary, reasonable and necessary “out-of-pocket” costs and expenses, including reasonable
attorneys’ fees and expenses, incurred or to be incurred, as the context requires, by the Master Servicer or the Special
Servicer (or, if applicable, the Trustee) in connection with the servicing or administration of a Serviced Mortgage Loan or Serviced
Loan Combination and any related Mortgaged Property as to which a default, delinquency or other unanticipated event has occurred
or is imminent, or in connection with the administration of any Administered REO Property, including:


(1)            any such costs and expenses associated with (a) compliance with the obligations of the Master Servicer and/or the
Special Servicer set forth in Sections 2.03, 3.03(c) and 3.09, (b) the preservation, insurance,
restoration, protection, operation and/or management of either a Mortgaged Property securing a Serviced Mortgage Loan, a Serviced
Loan Combination or an Administered REO Property, including the cost of any “force-placed” insurance policy purchased
by the Master Servicer or the Special Servicer


 






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to
the extent such cost is allocable to a particular Mortgaged Property that the Master Servicer or Special Servicer is required
to cause to be insured pursuant to Section 3.07(a), (c) obtaining any Insurance Proceeds, Condemnation Proceeds
or Liquidation Proceeds in respect of any such Serviced Mortgage Loan, Serviced Loan Combination or any Administered REO Property,
(d) any enforcement or judicial proceedings with respect to any such Mortgage Loan or Serviced Loan Combination, including
foreclosures and similar proceedings, (e) the operation, management, maintenance and liquidation of any Administered REO
Property, (f) obtaining any Appraisal required to be obtained hereunder, and (g) UCC filings (to the extent that the
costs thereof are not reimbursed by the related Borrower), and


 


(2)            the reasonable and direct out-of-pocket travel expenses incurred by the Special Servicer in connection with performing
inspections pursuant to Section 3.12(a);


 


provided that, notwithstanding
anything to the contrary, “Servicing Advances” shall not include (A) allocable overhead of the Master Servicer,
the Special Servicer or the Trustee, as the case may be, such as costs for office space, office equipment, supplies and related
expenses, employee salaries and related expenses and similar internal costs and expenses, (B) costs incurred by or on behalf
of any such party hereto or any Affiliate thereof in connection with its purchase of any Mortgage Loan or REO Property pursuant
to any provision of this Agreement or any intercreditor agreement or similar agreement or (C) costs or expenses expressly
required under this Agreement to be borne by the Master Servicer, the Special Servicer or the Trustee; and provided further, however,
that “Servicing Advances” shall also include any other expenditure which is expressly designated as a “Servicing
Advance” herein, including all Emergency Advances made by the Special Servicer or the Master Servicer at the direction of
the Special Servicer hereunder.


“Servicing
Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from
time to time.


“Servicing
File”: Any documents (other than documents required to be part of the related Mortgage File, but including copies of
documents required to be part of the related Mortgage File and originals or copies of all management agreements which are not covered
by clause (xvii) of the definition of “Mortgage File” and originals of any Letters of Credit) that are
in the possession or under the control of, or that are required (pursuant to the applicable Mortgage Loan Purchase Agreement, this
Agreement or otherwise) to be delivered and actually have been delivered to, as the context may require, the Master Servicer or
the Special Servicer and relating to the origination and servicing of any Mortgage Loan or Serviced Loan Combination or the administration
of any REO Property and reasonably necessary for the ongoing administration and/or servicing of the applicable Mortgage Loan or
Serviced Loan Combination, including any documents delivered by a Mortgage Loan Seller as described in clause (i) of
Section 2.01(f).


“Servicing
Function Participant”: Any Person, other than the Master Servicer, the Special Servicer and the Trust Advisor, that,
within the meaning of Item 1122 of Regulation AB, is primarily responsible for performing activities addressed by the Servicing
Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage Loans (based on their Stated Principal
Balance) or the Master Servicer or Special Servicer, as applicable, takes responsibility



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for
the activities of such Person in accordance with SEC telephone interpretation 17.06 under Regulation AB. For clarification purposes,
the Trustee and the Certificate Administrator are Servicing Function Participants.


 


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


“Servicing-Released
Bid”: As defined in Section 7.01(c).


“Servicing-Retained
Bid”: As defined in Section 7.01(c).


“Servicing
Standard”: With respect to each of the Master Servicer and the Special Servicer, to service and administer the Mortgage
Loans, the Loan Combinations and any REO Properties that such party is obligated to service and administer pursuant to this Agreement
in the best interests and for the benefit of the Certificateholders (or, in the case of a Loan Combination, for the benefit of
the Certificateholders and the related Companion Loan Holder(s)) (as determined by the Master Servicer or the Special Servicer,
as the case may be, in its good faith and reasonable judgment), as a collective whole as if such Certificateholders and, if applicable,
the related Companion Loan Holder(s) constituted a single lender, in accordance with applicable law and the terms of this Agreement,
the terms of the respective Mortgage Loans or Loan Combinations, as applicable, and the terms of the related Intercreditor Agreement,
as applicable (provided that in the event the Master Servicer or Special Servicer, as applicable, in its reasonably exercised
judgment determines that following the terms of any Mortgage Loan Document would or potentially would result in an Adverse REMIC
Event (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 Trust Fund Expense by withdrawal from the Collection Account), the Master Servicer
or the Special Servicer, as applicable, must comply with the REMIC Provisions to the extent necessary to avoid an Adverse REMIC
Event) and, to the extent consistent with the foregoing, in accordance with the following standards:


(a)            with the same care, skill, prudence and diligence as it services and administers comparable mortgage loans and manages real
properties on behalf of third parties or on behalf of itself, whichever is the higher standard with respect to mortgage loans and
REO properties that are comparable to those for which it is responsible hereunder, giving due consideration to customary and usual
standards of practice utilized by prudent institutional commercial mortgage loan servicers under comparable circumstances;


(b)            with
a view to: (i) in the case of the Master Servicer, the timely collection of all scheduled payments of principal and interest,
including Balloon Payments, under the Serviced Mortgage Loans (or Serviced Loan Combination, as applicable) and the full collection
of all Prepayment Premiums and Yield Maintenance Charges that may become



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payable
under the Serviced Mortgage Loans (or Serviced Loan Combination, as applicable), and (ii) in the case of the Special Servicer
and any Serviced Mortgage Loan that is (A) a Specially Serviced Mortgage Loan or (B) a Serviced Mortgage Loan (or Serviced
Loan Combination, as applicable) as to which the related Mortgaged Property has become an Administered REO Property, the maximization
of recovery on such Mortgage Loan to the Certificateholders (or, in the case of a Serviced Loan Combination, to the Certificateholders
and the related Serviced Pari Passu Companion Loan Holder(s)), as a collective whole, of principal and interest, including Balloon
Payments, on a present value basis (the relevant discounting of anticipated collections that will be distributable to the Certificateholders
(or, in the case of a Serviced Loan Combination, to the Certificateholders and the related Serviced Pari Passu Companion Loan
Holder(s)), as a collective whole, to be performed at a rate determined by the Special Servicer but in no event less than the
related Net Mortgage Rate (or, in the case of a Serviced Loan Combination, in no event less than the weighted average of the Net
Mortgage Rates for the Mortgage Loans and/or Serviced Pari Passu Companion Loans in such Serviced Loan Combination)); and


 


(c)           
without regard to any potential conflict of interest arising from (i) any known relationship that the Master Servicer
or the Special Servicer, as the case may be, or any of its Affiliates may have with a related Borrower, a Mortgage Loan Seller
or any other party to this Agreement, (ii) the ownership of any Certificate or any interest in a Serviced Pari Passu Companion
Loan by the Master Servicer or the Special Servicer, as the case may be, or any of their respective Affiliates, (iii) the
obligation of the Master Servicer to make Advances or otherwise to incur servicing expenses with respect to any Serviced Mortgage
Loan, Serviced Pari Passu Companion Loan or Administered REO Property (or, if applicable, to make P&I Advances with respect
to a Non-Trust-Serviced Pooled Mortgage Loan), (iv) the obligation of the Special Servicer to make, or direct the Master Servicer
to make, Servicing Advances (including Emergency Advances) or otherwise to incur servicing expenses with respect to any Serviced
Mortgage Loan, Serviced Pari Passu Companion Loan or Administered REO Property, (v) the right of the Master Servicer or the
Special Servicer, as the case may be, or any of its Affiliates to receive reimbursement of costs, or the sufficiency of any compensation
payable to it, hereunder or with respect to any particular transaction, (vi) any ownership, servicing and/or management by
the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, of any other mortgage loans or real
property, (vii) the ownership by the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates
of any other debt owed by, or secured by ownership interests in, any of the Borrowers or any Affiliate of a Borrower, and (viii) the
obligations of the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates to repurchase any Mortgage
Loan from the Trust Fund, or to indemnify the Trust Fund, in any event as a result of a Material Breach or a Material Document
Defect;


provided that the foregoing
standards shall apply with respect to a Non-Trust-Serviced Pooled Mortgage Loan and any related REO Property only to the extent
that the Master Servicer or the Special Servicer has any express duties or rights to grant consent with respect thereto pursuant
to this Agreement.



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“Servicing
Transfer Event”: With respect to any Serviced Mortgage Loan or Serviced Loan Combination, the occurrence of any of the
events described in clauses (a) through (h) of the definition of “Specially Serviced Mortgage Loan”.


“Sheraton
Lincoln Harbor Hotel Loan Combination”: As defined in the Preliminary Statement.


“Sheraton
Lincoln Harbor Hotel Mortgage Loan”: As defined in the Preliminary Statement.


“Sheraton
Lincoln Harbor Hotel Pari Passu Companion Loan”: As defined in the Preliminary Statement.


“SGAS”:
SG Americas Securities, LLC, or its successor-in-interest.


“Significant
Obligor”: (a) Any obligor (as defined in Item 1101(i) of Regulation AB) or group of affiliated obligors on
any Mortgage Loan or group of Mortgage Loans that represent, as of the Closing Date, 10% or more of the principal balance of the
Mortgage Pool as of the Cut-off Date; or (b) any single Mortgaged Property or group of Mortgaged Properties securing any Mortgage
Loan or Cross-Collateralized Group and/or Cross-Collateralized Mortgage Loans that represent, as of the Closing Date, 10% or more
of the pool balance of the Mortgage Pool as of the Cut-off Date. For the avoidance of doubt, no Mortgaged Property or obligor (as
defined in Item 1101(i) of Regulation AB) is a Significant Obligor in respect of the Trust as of the Closing Date.


“Similar
Law”: Any federal, state or local law that is materially similar to the provisions of Section 406 of ERISA or Section 4975
of the Code.


“Société
Générale”: Société Générale, a société anonyme, or its successor-in-interest.


“Sole Certificateholder(s)”:
Any Holder or group of Holders, as the case may be, of 100% of the then-outstanding Certificates.


“Space
Lease”: The space or occupancy lease pursuant to which any Borrower holds a leasehold interest in the related Mortgaged
Property, together with any estoppels or other agreements executed and delivered by the lessor in favor of the lender under the
related Mortgage Loan(s).


“Special
Notice”: Any of the following delivered by any Person hereunder to any other Person: (i) any notice of a modification,
waiver or amendment of any term of any Mortgage Loan; (ii) any notice of Final Distribution Date; (iii) any notice of
the occurrence of a Servicer Termination Event; (iv) any notice of the resignation of the Trustee or the Certificate Administrator
and notice of the acceptance of appointment by the successor trustee or certificate administrator; (v) any Officer’s
Certificate of the Master Servicer or the Special Servicer in connection with a determination that an Advance is or would be a
Nonrecoverable Advance (including supporting documentation); (vi) any notice of the termination of the Master Servicer or
the Special Servicer; and (vii) any notice of the termination of the Trust Fund.



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“Special
Servicer”: Midland Loan Services, a Division of PNC Bank, National Association, or its successor-in-interest, 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 6.05(g) of this Agreement, as applicable and as the
context may require).


“Special
Servicing Fee”: With respect to each Specially Serviced Mortgage Loan and each REO Mortgage Loan (other than any Non-Trust-Serviced
Pooled Mortgage Loan), the fee designated as such and payable to the Special Servicer pursuant to the first paragraph of Section 3.11(c).


“Special
Servicing Fee Rate”: With respect to each Specially Serviced Mortgage Loan and each REO Mortgage Loan (other than any
Non-Trust-Serviced Pooled Mortgage Loan), (a) 0.25% per annum or (b) if the rate in clause (a) would
result in a Special Servicing Fee that would be less than $3,500 with respect to any Mortgage Loan in any given month, then the
Special Servicing Fee Rate for such month for such Specially Serviced Mortgage Loan or REO Mortgage 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
Mortgage Loan or REO Mortgage Loan.


“Specially
Designated Mortgage Loan Documents”: With respect to any Mortgage Loan, subject to Section 1.04, the following
documents on a collective basis:


(i)             the original executed Mortgage Note or alternatively, if the original executed Mortgage Note has been lost, a lost note
affidavit and indemnity with a copy of such Mortgage Note;


 


(ii)            an original or a copy of the Mortgage, in each case (unless the particular item has been sent for recording but has not
been returned from the applicable recording office) with evidence of recording indicated thereon; provided that if such
original Mortgage cannot be delivered with evidence of recording thereon on or before the 90th day following the
Closing Date because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation,
or because the public recording office retains the original or because such original Mortgage has been lost, there shall be delivered
to the Custodian a true and correct copy of such Mortgage, together with (A) in the case of a delay caused by the public
recording office, an Officer’s Certificate of the applicable Mortgage Loan Seller stating that such original Mortgage has
been sent to the appropriate public recording official for recordation or retained by the appropriate public recording office
or (B) in the case of an original Mortgage that has been lost after recordation, a certification by the appropriate county
recording office where such Mortgage is recorded that such copy is a true and complete copy of the original recorded Mortgage;


 


(iii)           an original executed assignment, in recordable form (except for recording information not yet available if the instrument
being assigned has not been returned from the applicable recording office), of the Mortgage, in favor of “Wilmington Trust,
National Association, as Trustee for the registered holders of Wells Fargo Commercial


 






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Mortgage
Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31”, or, in the case of any Mortgage Loan included
in a Serviced Loan Combination, in favor of “Wilmington Trust, National Association, as Trustee for the registered holders
of Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31, and as lead
lender on behalf of any Serviced Pari Passu Companion Loan Holder(s) secured by the [insert name of Mortgaged Property]”
(or a copy thereof, certified to be the copy of such assignment submitted or to be submitted for recording);


 


(iv)           the original or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage
Loan (or, if the policy has not yet been issued, an original or copy of a written commitment “marked-up” at the closing
of such Mortgage Loan, interim binder or the pro forma title insurance policy, in each case evidencing a binding commitment
to issue such policy);


 


(v)            if a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest,
the original or a copy of the related Ground Lease or Space Lease;


 


(vi)           if any documents relating to, evidencing or constituting Additional Collateral for such Mortgage Loan are in the form of
a Letter of Credit, a photocopy of such Letter of Credit (and, except in the case of a Non-Trust-Serviced Pooled Mortgage Loan,
the original of such Letter of Credit shall be delivered to the Master Servicer); and


 


(vii)          if the related Mortgaged Property is a hospitality property that is subject to a franchise, management or similar arrangement,
(a) an original or a copy of any franchise, management or similar agreement and (b) either (i) a signed copy of
the estoppel certificate or comfort letter delivered by the franchisor, manager or similar person, as applicable, for the benefit
of the holder of the Mortgage Loan in connection with the Mortgage Loan Seller’s origination or acquisition of the Mortgage
Loan, together with such instrument(s) of notice or transfer (if any) as are necessary to (A) transfer or assign to the Trust
or the Trustee the benefits of such estoppel certificate or comfort letter or (B) request the issuance of a new estoppel certificate
or comfort letter for the benefit of the Trust or the Trustee, or (ii) a copy of the estoppel certificate or comfort letter
delivered by the franchisor, manager or similar person, as applicable, for the benefit of the holder of the Mortgage Loan in connection
with such origination or acquisition of the Mortgage Loan or Loan Combination, together with a signed copy or a fax copy of a
new estoppel certificate or comfort letter (in substantially the same form and substance as the estoppel certificate or comfort
letter delivered in connection with such origination or acquisition) by the franchisor, manager or similar person, as applicable,
for the benefit of the Trust or the Trustee (and, if a fax copy of a new estoppel certificate or comfort letter is delivered,
then the original copy shall be included in the “Mortgage File” promptly following receipt thereof by the related
Mortgage Loan Seller);


 


provided, however, that
in the case of a Non-Trust-Serviced Pooled Mortgage Loan, (1) the “Specially Designated Mortgage Loan Document”
contemplated by clause (ii) above need only



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consist of a copy of the related Mortgage in recordable form provided to
the related Non-Trust Trustee or Non-Trust Custodian pursuant to the related Non-Trust Pooling and Servicing Agreement, but need
not reflect evidence of recordation in the name of the related Non-Trust Trustee or the related trust established under such related
Non-Trust Pooling and Servicing Agreement, and (2) the “Specially Designated Mortgage Loan Document” contemplated
by clause (iii) above need only be a copy of the assignment in the name of the applicable Non-Trust Trustee.


“Specially
Serviced Mortgage Loan”: Any Serviced Mortgage Loan (including any related REO Mortgage Loan) or any Serviced Loan Combination
(including any related REO Mortgage Loan) as to which any of the following events has occurred:


(a)           
the related Borrower has failed to make when due any Balloon Payment, and the Borrower has not delivered to the Master Servicer
or the Special Servicer, on or before the due date of such Balloon Payment, a written and fully executed (subject only to customary
final closing conditions) refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to
the Master Servicer or the Special Servicer, as applicable (and the Master Servicer or the Special Servicer, as applicable, shall
promptly forward such commitment to the Special Servicer or the Master Servicer, as applicable) which provides that such refinancing
will occur within 120 days after the date on which such Balloon Payment will become due (provided that such Mortgage Loan
or Serviced Loan Combination shall immediately become a Specially Serviced Mortgage Loan if either (x) such refinancing does
not occur before the expiration of the time period for refinancing specified in such binding commitment 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 Loan Combination,
in respect of the Mortgage Loan included in the same Serviced Loan Combination) at any time prior to such a refinancing); or


(b)            the related Borrower has failed to make when due any Monthly 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


(c)           
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, to the extent a Subordinate Control Period is then
in effect, with the consent or deemed consent of the Subordinate Class Representative (other than with respect to any related
Excluded Loan), and, to the extent a Collective Consultation Period is then in effect, in consultation with the Subordinate Class
Representative (other than with respect to any related Excluded Loan)), that a default in making any Monthly 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 



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determination
the Special Servicer shall make in accordance with the Servicing Standard and, to the extent a Subordinate Control Period is then
in effect, with the consent or deemed consent of the Subordinate Class Representative (other than with respect to any related
Excluded Loan), and, to the extent a Collective Consultation Period is then in effect, in consultation with the Subordinate Class
Representative (other than with respect to any related Excluded Loan)), 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 Borrower has delivered a written and fully executed (subject only
to customary final closing conditions) refinancing commitment from an acceptable lender and 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 commitment to the Special Servicer or Master Servicer, as applicable) which provides that such refinancing
will occur within 120 days following the date on which such Balloon Payment will 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, to the extent a Subordinate
Control Period is then in effect, with the consent or deemed consent of the Subordinate Class Representative (other than with
respect to any related Excluded Loan), and, to the extent a Collective Consultation Period is then in effect, in consultation
with the Subordinate Class Representative (other than with respect to any related Excluded Loan)), that (A) the Borrower
is likely not to make one or more Assumed Monthly Payments prior to such a refinancing or (B) such refinancing is not likely
to occur within 120 days following the date on which such Balloon Payment will become due); or


 


(d)           
there shall have occurred a default (including, in the Master Servicer’s or the Special Servicer’s judgment,
the failure of the related Borrower 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 3.20 hereof) under the related Mortgage
Loan Documents, other than as described in clause (a) or (b) 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 and to the extent a Subordinate
Control Period is then in effect, with the consent or deemed consent of the Subordinate Class Representative (other than with respect
to any related Excluded Loan), and, to the extent a Collective Consultation Period is then in effect, in consultation with the
Subordinate Class Representative (other than with respect to any related Excluded Loan)), materially impair the value of the related
Mortgaged Property as security for such Mortgage Loan or Serviced Loan Combination or otherwise materially and adversely affect
the interests of Certificateholders (or, in the case of any Serviced Loan Combination, the interests of the related Serviced Pari
Passu Companion Loan Holder(s)), which default has continued unremedied for the applicable cure period under the terms of such
Mortgage Loan or Serviced Loan Combination (or, if no cure period is specified, sixty (60) days); or


(e)           
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



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state
bankruptcy, insolvency or similar law or the appointment of a conservator or 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 Borrower and such decree or order shall have remained in force undischarged or unstayed
for a period of sixty (60) days; or


 


(f)             the related Borrower 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 Borrower or of or relating
to all or substantially all of its property; or


(g)            the related Borrower 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


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


(i)             the Master Servicer or the Special Servicer (and in the case of the Special Servicer, during a Subordinate Control Period,
with the consent of the Subordinate Class Representative (other than with respect to any related Excluded Loan)) determines
that (i) a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure of the
related Borrower 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 3.20 hereof) under the Mortgage Loan
Documents (other than as described in clause (c) 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(s) (if any) or otherwise materially and adversely affect the interests of Certificateholders (or the related Serviced
Pari Passu Companion Loan Holder(s)) 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 a Serviced Mortgage
Loan or Serviced Loan Combination shall cease to be a Specially Serviced Mortgage Loan when a Liquidation Event has occurred in
respect of such Serviced Mortgage Loan or Serviced Loan Combination, or at such time as such of the following as are applicable
occur with respect to the circumstances identified above that caused such Serviced Mortgage Loan or Serviced Loan Combination to
be characterized as a Specially Serviced Mortgage Loan (and provided that no other Servicing Transfer Event then exists):


(I)            
with respect to the circumstances described in clauses (a) and (b) above, the related Borrower
has made three consecutive full and timely Monthly Payments under the terms of such Serviced Mortgage Loan or Serviced Loan Combination
(as such terms may be changed or modified in connection with a bankruptcy or similar proceeding



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involving
the related Borrower or by reason of a modification, extension, waiver or amendment granted or agreed to by the Master Servicer
or the Special Servicer pursuant to Section 3.20);





(II)           with respect to the circumstances described in clauses (c), (e), (f), (g) and (i) above,
such circumstances cease to exist in the good faith reasonable judgment, exercised in accordance with the Servicing Standard, of
the Special Servicer;


(III)          with respect to the circumstances described in clause (d) above, the default is cured in the good faith reasonable
judgment, exercised in accordance with the Servicing Standard, of the Special Servicer; and


(IV)          with respect to the circumstances described in clause (h) above, such proceedings are terminated.


“Startup
Day”: With respect to each REMIC Pool, the day designated as such in Section 2.11(a) (in the case of REMIC I),
Section 2.13(a) (in the case of REMIC II) or Section 2.15(a) (in the case of REMIC III), as applicable.


“Stated
Maturity Date”: With respect to any Mortgage Loan or Serviced Pari Passu Companion Loan, the Due Date specified in the
related Mortgage Note (as in effect on the Closing Date or, in the case of a Replacement Mortgage Loan, on the related date of
substitution) on which the last payment of principal is due and payable under the terms of such Mortgage Loan or Serviced Pari
Passu Companion Loan, without regard to any change in or modification of such terms in connection with a bankruptcy or similar
proceeding involving the related Borrower or a modification, waiver or amendment of such Mortgage Loan or Serviced Pari Passu Companion
Loan granted or agreed to by the Master Servicer or Special Servicer pursuant to Section 3.20 (or, in the case of (i) a
Non-Trust-Serviced Pooled Mortgage Loan, by the related Non-Trust Master Servicer or the related Non-Trust Special Servicer pursuant
to the related Non-Trust Pooling and Servicing Agreement and (ii) an ARD Mortgage Loan, without regard to its Anticipated
Repayment Date).


“Stated
Principal Balance”: With respect to any Mortgage Loan or Serviced Loan Combination (or any component thereof) (and any
successor REO Mortgage Loan with respect thereto), a principal balance which (a) initially shall equal the unpaid principal
balance thereof as of the related Cut-off Date or, in the case of any Replacement Mortgage Loan, as of the related date of substitution,
in any event after application of all payments of principal due thereon on or before such date, whether or not received, and (b) shall
be permanently reduced on each subsequent Distribution Date (to not less than zero) by the sum of:


(i)            
that portion, if any, of the Unadjusted Principal Distribution Amount for such Distribution Date that is attributable to
such Mortgage Loan or Serviced Loan Combination (or any component thereof) (or successor REO Mortgage Loan); and


(ii)          
the principal portion of any Realized Loss incurred in respect of such Mortgage Loan or Serviced Loan Combination (or any
component thereof) (or successor REO Mortgage Loan) during the related Collection Period;



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provided that, if a Liquidation
Event occurs in respect of any Mortgage Loan or Serviced Loan Combination (or any component thereof) or the related REO Mortgage
Loan, then the “Stated Principal Balance” of such Mortgage Loan or Serviced Loan Combination (or any component thereof)
or of the related REO Mortgage Loan, as the case may be, shall be zero commencing as of the close of business on the Distribution
Date next following the Collection Period in which such Liquidation Event occurred; provided, further, that the Stated
Principal Balance of any Non-Trust-Serviced Pooled Mortgage Loan will be calculated in accordance with the definition of “Stated
Principal Balance” in the related Non-Trust Pooling and Servicing Agreement. For purposes of this definition, monthly remittances
to any Serviced Pari Passu Companion Loan Holders are deemed made on the Distribution Date in each calendar month.


“Subordinate
Class”: The outstanding Class (if any) of Control-Eligible Certificates that (a) is the most subordinate (based on the
payment priorities set forth in Section 4.01(a)) outstanding such Class and (b)(i) during a Subordinate Control Period,
has a Class Principal Balance, as reduced by any Appraisal Reduction Amounts allocable thereto, that is not less than 25% of the
initial Class Principal Balance of such Class, and (ii) during a Collective Consultation Period, has a Class Principal Balance,
without regard to any Appraisal Reduction Amounts allocable thereto, that is not less than 25% of the initial Class Principal Balance
of such Class.


“Subordinate
Class Certificateholder”: A Holder or Certificate Owner of any Certificate of the Subordinate Class.


“Subordinate
Class Representative”: As defined in Section 3.23(a).


“Subordinate
Control Period”: Unless a Senior Consultation Period is deemed to occur and is continuing pursuant to clause (ii)
of the definition of “Senior Consultation Period”, any period when the Class Principal Balance of the Class E
Certificates, net of any Appraisal Reduction Amounts allocable to such Class, is at least 25% of the initial Class Principal Balance
of the Class E Certificates.


No Subordinate Control
Period shall limit the control and consultation rights, if any, of the “Controlling Note Holder” (as defined in the
related Intercreditor Agreement) of any Non-Serviced Loan Combination.


“Sub-Servicer”:
Any Person with which the Master Servicer or the Special Servicer has entered into a Sub-Servicing Agreement with respect to the
Mortgage Loans or Serviced Loan Combinations in accordance with the terms hereof.


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, on the one hand, and any Sub-Servicer,
on the other hand, relating to servicing and administration of Mortgage Loans or Serviced Loan Combinations as provided in Section 3.22.


“Sub-Servicing
Entity”: Any Sub-Servicer or Servicing Function Participant retained by the Master Servicer (other than a Designated
Sub-Servicer) or the Special Servicer.


“Substitution
Shortfall Amount”: In connection with the substitution of one or more Replacement Mortgage Loans for any Defective Mortgage
Loan, the amount, if any, by which



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the
Purchase Price for such Defective Mortgage Loan (calculated as if it were to be repurchased, instead of replaced, on the relevant
date of substitution), exceeds the initial Stated Principal Balance or the initial aggregate Stated Principal Balance, as the
case may be, of such Replacement Mortgage Loan(s) as of the date of substitution.


 


“Successful
Bidder”: As defined in Section 7.01(c).


“Tax Administrator”:
The Certificate Administrator, in its capacity as tax administrator hereunder, or any successor tax administrator appointed as
herein provided.


“Tax Administrator
Fee”: At any time when the Certificate Administrator is not also the Tax Administrator, the portion of the Certificate
Administrator Fee payable to the Tax Administrator in an amount agreed to by the Certificate Administrator and the Tax Administrator.


“Tax Matters
Person”: With respect to any REMIC Pool, the Person designated as the “tax matters person” of such REMIC
Pool in the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1,
which Person shall, pursuant to Section 10.01(b), be the Holder of Certificates evidencing the largest Percentage Interest
in the Class R Certificates.


“Tax Returns”:
The federal income tax return on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit Income (REMIC) Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holder of REMIC Taxable Income or Net Loss Allocation,
or any successor forms, to be filed on behalf of each REMIC Pool due to its classification as a REMIC under the REMIC Provisions
and the federal income tax return to be filed by the Certificate Administrator on behalf of the Grantor Trust Pool due to its classification
as a 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 IRS under any applicable provisions of federal tax law or any other governmental taxing authority
under applicable state or local tax laws.


“Termination
Price”: As defined in Section 9.01(a).


“Third
Party Reports”: With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II
environmental report, seismic report or property condition report, if any.


“TIA”:
As defined in Section 12.12.


“TIA Applicability
Determination”: As defined in Section 12.12.


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


“Transfer
Affidavit and Agreement”: As defined in Section 5.02(d).



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


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


“Trust”:
The trust created hereby.


“Trust
Advisor”: Trimont Real Estate Advisors, LLC, and its successors in interest and assigns, or any successor trust advisor
appointed as herein provided.


“Trust
Advisor Annual Report”: As defined in Section 3.28(a)(ii).


“Trust
Advisor Consulting Fee”: The fee designated and payable as such and payable to the Trust Advisor pursuant to Section 3.28(l).


“Trust
Advisor Expenses”: With respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts
or expenses payable to (i) the Trust Advisor pursuant to Section 3.28(k) of this Agreement (other than any Trust
Advisor Consulting Fees and the Trust Advisor Ongoing Fee) and (ii) the Non-Trust Trust Advisor pursuant to Section 3.05(a)(I)(xix)
of this Agreement.


“Trust
Advisor Ongoing Fee”: With respect to each Serviced Mortgage Loan and any related successor REO Mortgage Loan, the fee
designated and payable as such to the Trust Advisor pursuant to Section 3.28(k). For the avoidance of doubt, no Trust
Advisor Ongoing Fee shall accrue on the principal balance of, or be payable with respect to the 11 Madison Avenue Mortgage Loan,
the Patrick Henry Mall Mortgage Loan or the related Non-Serviced Companion Loans.


“Trust
Advisor Ongoing Fee Rate”: 0.00275% per annum.


“Trust
Fund”: All of the assets of all the REMIC Pools, the Grantor Trust Pool and the Loss of Value Reserve Fund. For the avoidance
of doubt, no Companion Loan is an asset of the Trust Fund.


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


“Trustee
Fee”: An amount payable to the Trustee as a portion of the Certificate Administrator Fee, equal to a fee of $210.00 per
month, pursuant to Section 8.05(a).


“UCC”:
The Uniform Commercial Code in effect in the applicable jurisdiction.


“UCC Financing
Statement”: A financing statement filed, or to be filed, pursuant to the UCC.


“Unadjusted
Distributable Certificate Interest”: As defined in the definition of “Interest Distribution Amount.”






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“Unadjusted
Principal Distribution Amount”: As defined in the definition of “Principal Distribution Amount.”


“Uncertificated
Accrued Interest”: As defined in Section 2.11(g) with respect to any REMIC I Regular Interest for any
Interest Accrual Period and in Section 2.13(g) with respect to any REMIC II Regular Interest for any Interest
Accrual Period.


“Uncertificated
Distributable Interest”: As defined in Section 2.11(g) with respect to any REMIC I Regular Interest
for any Distribution Date and in Section 2.13(g) with respect to any REMIC II Regular Interest for any Distribution
Date.


“Uncertificated
Principal Balance”: The principal balance outstanding from time to time of any REMIC I Regular Interest (calculated
in accordance with Section 2.11(e) hereof) or any REMIC II Regular Interest (calculated in accordance with Section 2.13(e)
hereof).


“Underwriters”:
WFS, SGAS, CGMI and Morgan Stanley.


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


“United
States Tax Person”: A citizen or resident of the United States, a corporation, partnership or other entity created or
organized in, or under the laws of, the United States, any State thereof or the District of Columbia, an estate whose income from
sources without the United States is includible in gross income for United States federal income tax purposes regardless of its
source or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust
and one or more United States Tax Persons have the authority to control all substantial decisions of the trust, all within the
meaning of Section 7701(a)(30) of the Code (or, to the extent provided in the applicable Treasury Regulations, certain trusts
in existence on August 20, 1996 that have elected to be treated as United States Tax Persons).


“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 Fund, on the other, as part of a Workout-Delayed Reimbursement Amount
pursuant to Section 3.05(a)(II)(iii) but that has not been recovered from the Borrower or otherwise from collections
on or the proceeds of the Mortgage Loan, Serviced Loan Combination or REO Property in respect of which the Advance was made.


“USPAP”:
The Uniform Standards of Professional Appraisal Practices.


“Voting
Rights”: The voting rights evidenced by the respective Certificates. At all times during the term of this Agreement:
98.0% of the Voting Rights shall be allocated among all the Holders of the various Classes of Principal Balance Certificates in
proportion to the respective Class Principal Balances of such Classes (solely in connection with a proposed termination and replacement
of the Special Servicer under Section 6.05(b) or Section 6.05(c) or the Trust Advisor under Section 3.28(m)
or Section 3.28(n), as notionally reduced by any Appraisal Reduction Amounts allocable to the respective Classes
of Certificates) and 2.0% to be allocated among the Holders of the Interest Only Certificates on a pro rata basis
based on their respective outstanding



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Class
Notional Amounts at the time of determination). For purposes of this definition, the Class PEX Components shall be treated as
if they were Principal Balance Certificates, and the Class A-S Certificates and the Class A-S-PEX Component shall be
considered as if they together constitute a single “Class”, the Class B Certificates and the Class B-PEX
Component shall be considered as if they together constitute a single “Class”, the Class C Certificates and the
Class C-PEX Component shall be considered as if they together constitute as single “Class,” and the Holders of
the Class PEX Certificates shall have the Voting Rights so allocated to the Class PEX Components and no other Voting Rights. Voting
Rights allocated to a particular Class of Certificateholders shall be allocated among such Certificateholders in proportion to
the respective Percentage Interests evidenced by their respective Certificates. No Voting Rights shall be allocated to the Class R
Certificateholders.


 


“WAC Rate”:
With respect to each Interest Accrual Period, is the rate per annum equal to the weighted average, (solely for reporting
purposes, expressed as a percentage and rounded to six decimal places), of the REMIC I Remittance Rates applicable to the
respective REMIC I Regular Interests for such Interest Accrual Period, weighted on the basis of the respective Uncertificated
Principal Balances of such REMIC I Regular Interests outstanding immediately prior to the related Distribution Date.


“WFB”:
Wells Fargo Bank, National Association, or its successor-in-interest.


“WFCM 2015-SG1
Pooling and Servicing Agreement”: That certain Pooling and Servicing Agreement, dated as of August 1, 2015, between the
Depositor, as depositor, WFB, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Trimont Real Estate Advisors,
LLC, as trust advisor, WFB, as certificate administrator, tax administrator and custodian, and Wilmington Trust, National Association,
as trustee, relating to the Wells Fargo Commercial Mortgage Trust 2015-SG1 securitization (into which the Patrick Henry Mall Park
Pari Passu Companion Loans were deposited).


“WFS”:
Wells Fargo Securities, LLC, or its successor-in-interest.


“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.


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor
provisions.


“Within
Grace Period Loan”: With respect to any Monthly Payment or Assumed Monthly Payment due and payable, or deemed due and
payable, in respect of any particular Mortgage Loan, the status attributable to that Mortgage Loan by reason of, if applicable,
the fact that, although such Monthly Payment or Assumed Monthly Payment has not been received, the Due Date, together with any
applicable grace period, for such Monthly Payment or Assumed Monthly Payment has not passed.


“Workout-Delayed
Reimbursement Amount”: As defined in Section 3.05(a)(II)(i).






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“Workout
Fee”: The fee designated as such in, and payable to the Special Servicer in connection with Corrected Mortgage Loans
pursuant to, the second paragraph of Section 3.11(c).


“Workout
Fee Projected Amount”: As defined in Section 3.11(c).


“Workout
Fee Rate”: With respect to each Corrected Mortgage Loan, 1.00%.


“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     General
Interpretive Principles. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise
requires:


(i)            the terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein
shall be deemed to include the other gender;


 


(ii)           accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP as in effect
from time to time;


 


(iii)          references herein to “Articles”, “Sections”, “Subsections”, “Paragraphs”
and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other
subdivisions of this Agreement;


 


(iv)          a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained
in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;


 


(v)           the words “herein”, “hereof”, “hereunder”, “hereto”, “hereby”
and other words of similar import refer to this Agreement as a whole and not to any particular provision; and


 


(vi)          the terms “include” and “including” shall mean without limitation by reason of enumeration.


 


Section
1.03     Certain
Calculations in Respect of the Mortgage Pool. (a) All amounts Received by the Trust in respect of any Cross-Collateralized
Group, including any payments from Borrowers, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds (including any
such collections on or in respect of Corrected Mortgage Loans but exclusive, if applicable, in the case of a Serviced Loan Combination,
of amounts payable to any related Serviced Pari Passu Companion Loan Holder pursuant to the related Intercreditor



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Agreement),
together with any other cash recoveries on and proceeds of any Cross-Collateralized Group shall be applied among the Mortgage
Loans constituting such Cross-Collateralized Group in accordance with the express provisions of the related Mortgage Loan Documents
(including any modifications, waivers or amendments thereto or supplemental agreements entered into in connection with the servicing
and administration of such Mortgage Loan) and, in the absence of such express provisions, in accordance with the Servicing Standard.
All amounts Received by the Trust in respect of or allocable to any particular Mortgage Loan (but excluding any Non-Trust-Serviced
Pooled Mortgage Loan, which shall be allocated in accordance with Section 1.03(c), hereof), including any payments
from Borrowers, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds (including any such collections on or in respect
of Corrected Mortgage Loans but exclusive, if applicable, in the case of any Serviced Loan Combination, of amounts payable to
any related Serviced Pari Passu Companion Loan Holder pursuant to the related Intercreditor Agreement), together with any other
cash recoveries on and proceeds of such Mortgage Loan shall be applied to amounts due and owing under the related Mortgage Note
and Mortgage (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related
Mortgage Loan Documents and, in the absence of such express provisions or if and to the extent that such terms authorize the lender
to use its discretion, shall be applied:


 


(i)            first, as a recovery of any related and unreimbursed Servicing Advances (together with, without duplication,
any Unliquidated Advances in respect of prior Servicing Advances and any prior Servicing Advances theretofore determined to constitute
Nonrecoverable Servicing Advances) and, if applicable, unpaid Liquidation Expenses;





(ii)           second, as a recovery of accrued and unpaid interest (together with, without duplication, any Unliquidated
Advances in respect of prior P&I Advances of such interest and any P&I Advances of interest theretofore determined to constitute
Nonrecoverable P&I Advances) on such Mortgage Loan to, but not including, the end of the mortgage loan interest accrual period
ending in the Collection Period in which the collection occurred, exclusive, however, of any portion of such accrued and unpaid
interest that constitutes Default Interest or, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, that constitutes
Post-ARD Additional Interest; provided that in no event shall any portion of any Liquidation Proceeds be applied under this
clause second to any interest that previously accrued on a Mortgage Loan and constitutes an Appraisal-Reduced Interest
Amount;


(iii)          third, as a recovery of principal (together with, without duplication, any Unliquidated Advances in respect
of prior P&I Advances of such principal and any prior P&I Advances of such principal theretofore determined to constitute
Nonrecoverable P&I Advances) of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage
Loan following a default thereunder (or, if a Liquidation Event has occurred in respect of such Mortgage Loan, as a recovery of
principal to the extent of its entire remaining unpaid principal balance);






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(iv)           fourth, as a recovery of any Appraisal-Reduced Interest Amounts that have occurred and are then existing with
respect to such Mortgage Loan;


(v)            fifth, unless a Liquidation Event has occurred in respect of such Mortgage Loan, as a recovery of amounts
to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums,
ground rents (if applicable) and similar items;


(vi)          sixth, unless a Liquidation Event has occurred in respect of such Mortgage Loan, as a recovery of Reserve
Funds to the extent then required to be held in escrow;


(vii)         seventh, as a recovery of any Default Charges then due and owing under such Mortgage Loan;


(viii)        eighth, as a recovery of any Prepayment Premium or Yield Maintenance Charge then due and owing under such
Mortgage Loan;


(ix)           ninth, as a recovery of any assumption fees and modification fees then due and owing under such Mortgage Loan;


(x)            tenth, as a recovery of any other amounts then due and owing under such Mortgage Loan, other than remaining
unpaid principal or, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, other than Post-ARD Additional Interest
(if both (x) fees that constitute Additional Master Servicing Compensation or Additional Special Servicing Compensation and
(y) Trust Advisor Consulting Fees are due and owing, first, allocated to fees that constitute Additional Master Servicing
Compensation or Additional Special Servicing Compensation, and then allocated to Trust Advisor Consulting Fees);


(xi)           eleventh, as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining
unpaid principal balance; and


(xii)          twelfth, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, as a recovery of accrued
and unpaid Post-ARD Additional Interest on such ARD Mortgage Loan;


provided that, in connection
with any Serviced Mortgage Loan (or Serviced Loan Combination), payments or proceeds received from the related Borrower with respect
to any partial release (including pursuant to a condemnation) of a Mortgaged Property at a time when the loan-to-value ratio of
the related Serviced Mortgage Loan (or Serviced Loan Combination) exceeds 125% (based solely on the value of the real property
and excluding personal property and going concern value, if any, unless otherwise permitted under the applicable REMIC rules as
evidenced by an opinion of counsel provided to the Trustee) must be applied to reduce the principal balance of such Serviced Mortgage
Loan (or Serviced Loan Combination) in the manner permitted by the REMIC Provisions.



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(b)           Amounts Received by the Trust with respect to each REO Property (other than, if applicable, any REO Property related
to a Non-Trust-Serviced Pooled Mortgage Loan which shall be allocated in accordance with Section 1.03(c), hereof and
other than, if applicable, in the case of any Serviced Loan Combination, amounts payable to any related Serviced Pari Passu Companion
Loan Holder pursuant to the related Intercreditor Agreement as set forth in Section 1.03(g) hereof), exclusive of amounts
to be applied to the payment of the costs of operating, managing, maintaining and disposing of such REO Property, shall be treated:


(i)            first, as a recovery of any related and unreimbursed Servicing Advances (together with any Unliquidated Advances
in respect of prior Servicing Advances and any prior Servicing Advances theretofore determined to constitute Nonrecoverable Servicing
Advances) and, if applicable, unpaid Liquidation Expenses;


(ii)           second, as a recovery of accrued and unpaid interest (together with any Unliquidated Advances in respect of
prior P&I Advances of such interest and any P&I Advances of interest theretofore determined to constitute Nonrecoverable
P&I Advances) on the related REO Mortgage Loan to, but not including, the end of the mortgage loan interest accrual period
ending in the Collection Period of receipt by or on behalf of the Trust, exclusive, however, of any portion of such accrued and
unpaid interest that constitutes Default Interest or, in the case of an REO Mortgage Loan that relates to an ARD Mortgage Loan
after its Anticipated Repayment Date, that constitutes Post-ARD Additional Interest; provided that in no event shall any
portion of any Liquidation Proceeds be applied under this clause second to any interest that previously accrued on
a Mortgage Loan and constitutes an Appraisal-Reduced Interest Amount;


(iii)          third, as a recovery of principal (together with any Unliquidated Advances in respect of prior P&I Advances
of such principal and any P&I Advances of principal theretofore determined to constitute Nonrecoverable P&I Advances) of
the related REO Mortgage Loan to the extent of its entire unpaid principal balance;


(iv)          fourth, as a recovery of any Appraisal-Reduced Interest Amounts that have occurred and are then existing with
respect to such Mortgage Loan;


(v)           fifth, as a recovery of any Default Charges deemed to be due and owing in respect of the related REO Mortgage
Loan;


(vi)          sixth, as a recovery of any Prepayment Premium or Yield Maintenance Charge deemed to be due and owing in respect
of the related REO Mortgage Loan;


(vii)         seventh,
as a recovery of any other amounts deemed to be due and owing in respect of the related REO Mortgage Loan (other than, in the
case of an REO Mortgage Loan that relates to an ARD Mortgage Loan after its Anticipated Repayment Date, accrued and unpaid Post-ARD
Additional Interest (and if both



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(x) fees
that constitute Additional Master Servicing Compensation or Additional Special Servicing Compensation and (y) Trust Advisor
Consulting Fees are due and owing, first, allocated to fees that constitute Additional Master Servicing Compensation or Additional
Special Servicing Compensation, and then allocated to Trust Advisor Consulting Fees)); and





(viii)        eighth, in the case of an REO Mortgage Loan that relates to an ARD Mortgage Loan after its Anticipated Repayment
Date, as a recovery of accrued and unpaid Post-ARD Additional Interest on such REO Mortgage Loan.


(c)           The parties hereto acknowledge that any payments, collections and recoveries received by the parties to the Non-Trust
Pooling and Servicing Agreement related to a Non-Trust-Serviced Pooled Mortgage Loan are required to be allocated by such parties
as interest, principal or other amounts in accordance with the terms and conditions of the related Intercreditor Agreement and
the related Non-Trust-Serviced Pooled Mortgage Loan.


(d)           For the purposes of this Agreement, Post-ARD Additional Interest on an ARD Mortgage Loan or a successor REO Mortgage
Loan with respect thereto shall be deemed not to constitute principal or any portion thereof and shall not be added to the unpaid
principal balance or Stated Principal Balance of such ARD Mortgage Loan or successor REO Mortgage Loan, notwithstanding that the
terms of the related Mortgage Loan Documents so permit. To the extent any Post-ARD Additional Interest is not paid on a current
basis, it shall be deemed to be deferred interest.


(e)            The foregoing applications of amounts received in respect of any Mortgage Loan or REO Property shall be determined
by the Master Servicer and reflected in the appropriate monthly report from the Master Servicer and in the appropriate monthly
Distribution Date Statement as provided in Section 4.02.


(f)            All net present value calculations and determinations made with respect to a Mortgage Loan (other than a Non-Trust-Serviced
Pooled Mortgage Loan), a Serviced Loan Combination, Mortgaged Property or REO Property (other than any Mortgaged Property or REO
Property, or any interest therein, related to any Non-Trust-Serviced Pooled Mortgage Loan) (including for purposes of the definition
of “Servicing Standard”) shall be made using a discount rate (a) for principal and interest payments on a Mortgage
Loan or Serviced Loan Combination, or the sale of a Mortgage Loan or Serviced Loan Combination, equal to the higher of (x) the
rate determined by the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable
by the Borrower on similar non-defaulted debt of such Borrower as of such date of determination and (y) the Mortgage Rate
on the applicable Mortgage Loan or Serviced Loan Combination based on its outstanding principal balance (or, in connection with
a sale of a Mortgage Loan related to a Serviced Loan Combination, the senior note interest rate), and (b) for all other cash
flows, including property cash flow, identical to the “discount rate” set forth in the most recent Appraisal (or update
of such Appraisal) of the related Mortgaged Property or REO Property.


(g)           Amounts
collected on or with respect to any Serviced Loan Combination or any related REO Property shall be applied in accordance with
the allocation and payment provisions



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of
the applicable Intercreditor Agreement. In no event, however, shall there be charged to or borne by any one or more related Serviced
Pari Passu Companion Loan Holders any out-of-pocket expense incurred under this Agreement that, in the good faith, reasonable
judgment of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Tax Administrator, as
applicable, (i) relates primarily to the general administration of the Trust Fund (and is not attributable to any particular
mortgage loans), (ii) relates primarily to a REMIC Pool or the general administration thereof, (iii) relates primarily
to any determination respecting the amount, payment or avoidance of any tax on the Trust Fund under the REMIC Provisions, (iv) relates
to any unrelated Mortgage Loan, or (v) consists of the actual payment of any REMIC tax. Section 1.03 and Section 3.05(a)
of this Agreement shall be construed in accordance with the preceding statement.





Section
1.04    Cross-Collateralized
Mortgage Loans. Notwithstanding anything herein to the contrary, it is hereby acknowledged that any groups of Mortgage Loans
identified on the Mortgage Loan Schedule as being cross-collateralized with each other are, in the case of each such particular
group of Mortgage Loans, by their terms, cross-defaulted and cross-collateralized with each other. For purposes of reference only
in this Agreement, and without in any way limiting the servicing rights and powers of the Master Servicer and/or the Special Servicer,
with respect to any Cross-Collateralized Mortgage Loan (or successor REO Mortgage Loan with respect thereto), the Mortgaged Property
(or REO Property) that relates or corresponds thereto shall be the property identified in the Mortgage Loan Schedule as corresponding
thereto. The provisions of this Agreement, including each of the defined terms set forth in Section 1.01, shall be
interpreted in a manner consistent with this Section 1.04; provided that, if there exists with respect to any
Cross-Collateralized Group only one original of any document referred to in the definition of “Mortgage File” covering
all the Mortgage Loans in such Cross-Collateralized Group, then the inclusion of the original of such document in the Mortgage
File for any of the Mortgage Loans constituting such Cross-Collateralized Group shall be deemed an inclusion of such original in
the Mortgage File for each such Mortgage Loan.


Section
1.05    Incorporation
of Preliminary Statement. The parties hereto acknowledge that the Preliminary Statement at the beginning of this Agreement
constitutes a part of this Agreement.


Article
II



CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND

WARRANTIES; ORIGINAL ISSUANCE OF REMIC I REGULAR INTERESTS,

REMIC II REGULAR INTERESTS, REMIC III COMPONENTS, REMIC I RESIDUAL

INTEREST, REMIC II RESIDUAL INTEREST, REMIC III RESIDUAL INTEREST

AND CERTIFICATES


Section
2.01    Conveyance
of Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established under the laws of
the State of New York pursuant to this Agreement and, further that such trust be designated as “Wells Fargo Commercial Mortgage
Trust 2015-C31”. The fiscal year-end of such trust shall be December 31. Wilmington Trust, National Association is
hereby appointed, and does hereby agree to act, as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for
the exclusive use and



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benefit
of all present and future Certificateholders. This Agreement is not intended to create a partnership or a joint-stock association
between or among any of the parties hereto.


 


(b)          The
Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to
the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to
this Agreement as their respective interests may appear) and the Trustee (as holder of the Class A-S Regular Interest, Class B
Regular Interest and Class C Regular Interest) all the right, title and interest of the Depositor, in, to and under (i) the Original
Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor
under Sections 2, 3, 4 (other than Section 4(c), (d) and (f)) 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, 18 and (in the case of (A) the Mortgage Loan Purchase
Agreement between Basis, Basis Investment and the Depositor and (B) the Mortgage Loan Purchase Agreement between Liberty Island,
Liberty Island Group and the Depositor) 19 of each Mortgage Loan Purchase Agreement and (iii) all other assets included
or to be included in the Trust Fund. Such assignment includes (i) all scheduled payments of principal and interest under and proceeds
of the Original Mortgage Loans received after their respective Cut-off Dates (other than scheduled payments of interest and principal
due and payable on or before their respective Cut-off Dates, which amounts shall belong and be promptly remitted to the related
Mortgage Loan Seller when and if received), together with all documents delivered or caused to be delivered hereunder with respect
to the Original Mortgage Loans by the respective Mortgage Loan Sellers (including all documents included in the related Mortgage
Files and Servicing Files and any related Additional Collateral); (ii) any REO Property acquired in respect of an Original Mortgage
Loan (or, in the case of any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan, the beneficial interest of each
holder of a related Non-Serviced Companion Loan with respect thereto); and (iii) such funds or assets as from time to time are
deposited in the Collection Account (but not in the Serviced Pari Passu Companion Loan Custodial Account), the Distribution Account,
the Interest Reserve Account, the Excess Liquidation Proceeds Account and, if established, and subject to the rights of any related
Serviced Pari Passu Companion Loan Holder(s), the REO Account.


 


The
Depositor’s transfer and conveyance of: (i) any Non-Trust-Serviced Pooled Mortgage Loan is subject to the related Non-Trust
Pooling and Servicing Agreement and the related Intercreditor Agreement and (ii) any Mortgage Loan that is part of a Serviced
Loan Combination is subject to the related Intercreditor Agreement.


 


After
the Depositor’s transfer of the Original Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor
shall not take any action inconsistent with the Trust’s ownership of the Mortgage Loans.


 


(c)          The
conveyance of the Original Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended
by the parties hereto to constitute an absolute transfer of the Original Mortgage Loans and such other related rights and property
by the Depositor to the Trustee for the benefit of the Certificateholders (and the Trustee as holder of the Class A-S Regular
Interest, Class B Regular Interest and Class C Regular Interest). Furthermore, it is not intended that such conveyance be a pledge
of security for a loan. If such conveyance is determined to be a pledge of security for a loan, however, the Depositor and the


 






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Trustee
intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement.
The Depositor and the Trustee also intend and agree that, in such event, (i) this Agreement shall constitute a security agreement
under applicable law, (ii) the Depositor shall be deemed to have granted and hereby grants to the Trustee (in such capacity) a
first priority security interest in all of the Depositor’s right, title and interest in and to the following, whether now
owned or existing or hereafter acquired or arising: (1) the Mortgage Loans, (2) all principal and interest received on or with
respect to such Mortgage Loans after the Cut-off Date (other than scheduled payments of interest and principal due and payable
on such Mortgage Loans on or prior to their respective Cut-off Dates or, in the case of a Replacement Mortgage Loan, on or prior
to the related date of substitution), (3) all amounts held from time to time in the Collection Account, the Distribution Account,
the Interest Reserve Account, the Excess Liquidation Proceeds Account and, if established, the REO Account, and all investment
earnings on such amounts, (4) all of the Depositor’s right, title and interest under the Mortgage Loan Purchase Agreements
that are described under clause (ii) of the first sentence of Section 2.01(b), (5) all other assets included or
to be included in the Trust Fund and (6) all income, payments, products and proceeds of any of the foregoing, together with any
additions thereto or substitutions therefor, (iii) the possession by the Custodian on the Trustee’s behalf of the Mortgage
Notes with respect to the Mortgage Loans subject hereto from time to time and such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession
by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under applicable
law, and (iv) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of perfecting such security interest under applicable law. The Depositor shall file or cause to
be filed, as a precautionary filing, a UCC financing statement substantially in the form attached as Exhibit J hereto 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 2.01(c) shall constitute notice to the Certificate Administrator pursuant
to any requirements of the UCC in effect in each applicable jurisdiction.


 


(d)          In
connection with the Depositor’s assignment pursuant to Section 2.01(b) above, the parties acknowledge that each Mortgage
Loan Seller is obligated, at such Mortgage Loan Seller’s expense, pursuant to the related Mortgage Loan Purchase Agreement,
to deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, (i) on or before the Closing Date,
the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee 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 (ii) on or before the respective delivery dates therefor set forth in the related Mortgage Loan Purchase Agreement,
the remainder of the Mortgage File and any Additional Collateral (other than Reserve Funds and originals of Letters of Credit,
all of which are to be transferred to the Master Servicer) for each Original Mortgage Loan acquired by the Depositor from such
Mortgage Loan


 






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Seller.
Notwithstanding the preceding sentence, if the applicable Mortgage Loan Seller cannot so deliver, or cause to be delivered, as
to any Mortgage Loan, the original or a copy of any of the documents and/or instruments referred to in clauses (ii), (iii),
(vii) and (ix)(A) of the definition of “Mortgage File”, with evidence of recording or filing (if applicable,
and as the case may be) thereon, solely because of a delay caused by the public recording or filing office where such document
or instrument has been delivered for recordation or filing, as the case may be, then (subject to the obligation of such Mortgage
Loan Seller to nonetheless (1) from time to time make or cause to be made reasonably diligent efforts to obtain such document
or instrument (with such evidence) if it is not returned within a reasonable period after the date when it was transmitted for
recording and (2) deliver such document or instrument to the Custodian (if such document or instrument is not otherwise returned
to the Custodian) promptly upon such Mortgage Loan Seller’s receipt thereof), so long as a copy of such document or instrument,
certified by such Mortgage Loan Seller or title agent as being a copy of the document deposited for recording or filing and (in
the case of such clause (ii)) accompanied by an Officer’s Certificate of the applicable Mortgage Loan Seller or a
statement from the title agent to the effect that such original Mortgage has been sent to the appropriate public recording official
for recordation, has been delivered to the Custodian on or before the respective delivery dates therefor set forth in the related
Mortgage Loan Purchase Agreement, the delivery requirements of the related Mortgage Loan Purchase Agreement shall be deemed to
have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage
File; or if the applicable Mortgage Loan Seller cannot or does not so deliver, or cause to be delivered, as to any Mortgage Loan
(exclusive of a Non-Trust-Serviced Pooled Mortgage Loan), the original of any of the documents and/or instruments referred to
in clauses (iv) and (ix)(B) of the definition of “Mortgage File”, because such document or instrument
has been delivered for recording or filing, as the case may be, then (subject to the obligation of such Mortgage Loan Seller to
nonetheless (1) from time to time make or cause to be made reasonably diligent efforts to obtain such document or instrument (with
such evidence) if it is not returned within a reasonable period after the date when it was transmitted for recording and (2) deliver
such document or instrument to the Custodian (if such document or instrument is not otherwise returned to the Custodian) promptly
upon such Mortgage Loan Seller’s receipt thereof), so long as a copy of such document or instrument, certified by such Mortgage
Loan Seller, a title agent or a recording or filing agent as being a copy of the document deposited for recording or filing and
accompanied by an Officer’s Certificate of such Mortgage Loan Seller or a statement from the title agent that such document
or instrument has been sent to the appropriate public recording official for recordation (except that such copy and certification
shall not be required if the Custodian is responsible for recordation of such document or instrument under this Agreement and
such Mortgage Loan Seller has delivered the original unrecorded document or instrument to the Custodian on or before the date
that is forty-five (45) days following the Closing Date), has been delivered to the Custodian on or before the respective delivery
dates therefor set forth in the related Mortgage Loan Purchase Agreement, the delivery requirements of the related Mortgage Loan
Purchase Agreement shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have
been included in the related Mortgage File. In addition, with respect to each Mortgage Loan (exclusive of a Non-Trust-Serviced
Pooled Mortgage Loan) under which any Additional Collateral is in the form of a Letter of Credit as of the Closing Date, the parties
acknowledge that the related Mortgage Loan Seller is contractually obligated to cause to be prepared, executed and delivered to
the issuer of each such Letter of


 






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Credit
such notices, assignments and acknowledgments as are required under such Letter of Credit to assign, without recourse, to the
Trustee the related Mortgage Loan Seller’s rights as the beneficiary thereof and drawing party thereunder. Furthermore,
with respect to each Mortgage Loan (exclusive of a Non-Trust-Serviced Pooled Mortgage Loan), if any, as to which there exists
a secured creditor impaired property insurance policy or pollution limited liability environmental impairment policy covering
the related Mortgaged Property, the related Mortgage Loan Seller is contractually obligated to cause such policy, within a reasonable
period following the Closing Date, to inure to the benefit of the Trustee on behalf of the Certificateholders (if and to the extent
that it does not by its terms automatically inure to the holder of such Mortgage Loan). The Depositor shall deliver to the Trustee
and the Custodian on or before the Closing Date a fully executed counterpart of each Mortgage Loan Purchase Agreement. With respect
to a Non-Trust-Serviced Pooled Mortgage Loan, the parties hereto acknowledge the provisions of the related Mortgage Loan Purchase
Agreement in which the related Mortgage Loan Seller represents, warrants and covenants to the effect that the documents described
in clauses (ii), (iii) and (xi) of the definition of “Mortgage File” and documents comparable
to those described in clauses (iv), (vi) and (ix)(B) of the definition of “Mortgage File” have
been delivered to the related Non-Trust Trustee or Non-Trust Custodian, except to the extent that the absence of such document
does not constitute a breach pursuant to the terms of the related Non-Trust Pooling and Servicing Agreement. In addition, with
respect to a Non-Trust-Serviced Pooled Mortgage Loan, the parties hereto acknowledge the provisions of the related Mortgage Loan
Purchase Agreement in which the related Mortgage Loan Seller agrees that any “Document Defect” (or analogous term)
as such term is defined in the applicable Non-Trust Pooling and Servicing Agreement shall constitute a Document Defect under the
related Mortgage Loan Purchase Agreement; provided that the foregoing shall not apply if any such “Document Defect”
relates solely to the promissory note for any related Non-Serviced Companion Loan. None of the Depositor, the Trustee, the Certificate
Administrator, the Custodian, the Trust Advisor, the Master Servicer or the Special Servicer shall be liable for any failure by
any Mortgage Loan Seller to comply with the document delivery requirements of the related Mortgage Loan Purchase Agreement.


 


(e)          The
parties hereto acknowledge that, except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, each Mortgage Loan Purchase
Agreement requires the related Mortgage Loan Seller, or its designee, to itself submit, or cause to be submitted, (i) each assignment
of Mortgage and assignment of Assignment of Leases in favor of the Trustee referred to in clause (iv) of the definition
of “Mortgage File” and (ii) each assignment of UCC Financing Statement in favor of the Trustee referred to in clause
(ix)(B) of the definition of “Mortgage File”, for recording or filing to the extent that they are related to Mortgage
Loans for which it is the applicable Mortgage Loan Seller. Each such assignment shall reflect that it should be returned by the
public recording office to the applicable Mortgage Loan Seller or its designee, and such Mortgage Loan Seller has agreed in the
related Mortgage Loan Purchase Agreement to deliver or cause the delivery of each such assignment to the Custodian (with a copy
thereof to the Master Servicer)) following recording, and each such assignment of UCC Financing Statement shall reflect that the
file copy thereof or an appropriate receipt therefor, as applicable, should be returned to the applicable Mortgage Loan Seller
or its designee, and such Mortgage Loan Seller has agreed in the related Mortgage Loan Purchase Agreement to deliver or cause
the delivery of each such assignment to the Custodian (with a copy thereof to the Master Servicer) following filing; provided
that in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment
of Leases, the applicable Mortgage Loan


 






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Seller
has agreed to obtain therefrom a copy of the recorded original and is required to provide a copy of such recorded original to
the Custodian (with a copy to the Master Servicer). The parties hereto further acknowledge that, except in the case of a Non-Trust-Serviced
Pooled Mortgage Loan, each Mortgage Loan Purchase Agreement requires the related Mortgage Loan Seller, if any such document or
instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, to prepare or cause to
be prepared promptly a substitute therefor or cure such defect, as the case may be, and thereafter cause the same to be duly recorded
or filed, as appropriate.


 


(f)          In
connection with the Depositor’s assignment pursuant to Section 2.01(b) above, the parties acknowledge that each Mortgage
Loan Seller is contractually obligated, at such Mortgage Loan Seller’s expense, pursuant to the related Mortgage Loan Purchase
Agreement, to deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer, on or before the
Closing Date: (i) a copy of the Mortgage File for each Original Mortgage Loan (except that copies of instruments of assignment
shall be forwarded by the Custodian upon request when the originals are returned to the Custodian in accordance with Section
2.01(e) above); (ii) originals or copies of all financial statements, appraisals, environmental reports, engineering reports,
transaction screens, seismic assessment reports, leases, rent rolls, Insurance Policies and certificates, major space leases,
legal opinions and tenant estoppels and any other relevant documents relating to the origination and servicing of any Mortgage
Loan or Serviced Loan Combination that are reasonably necessary for the ongoing administration and/or servicing of the applicable
Mortgage Loan or Serviced Loan Combination in the possession or under the control of such Mortgage Loan Seller that relate to
the Original Mortgage Loans transferred by it to the Depositor and, to the extent that any original documents or copies, as applicable,
of the following documents are not required to be a part of a Mortgage File for any such Original Mortgage Loan or Serviced Loan
Combination, originals or copies of all documents, certificates and opinions in the possession or under the control of such Mortgage
Loan Seller that were delivered by or on behalf of the related Borrowers in connection with the origination of such Original Mortgage
Loans (provided that such Mortgage Loan Seller shall not be required to deliver any attorney-client privileged communication,
draft documents or any documents or materials prepared by it or its Affiliates for internal uses, including without limitation,
credit committee briefs or memoranda and other internal approval documents); and (iii) all unapplied Reserve Funds and Escrow
Payments in the possession or under the control of such Mortgage Loan Seller that relate to the Original Mortgage Loans transferred
by such Mortgage Loan Seller to the Depositor. The Master Servicer (or a Sub-Servicer on its behalf) shall hold all such documents,
records and funds that it so receives on behalf of the Trust for the benefit of the Certificateholders (and the Trustee as holder
of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest) and, insofar as they also relate to
any Serviced Pari Passu Companion Loan, on behalf of and for the benefit of any and all related Serviced Pari Passu Companion
Loan Holder(s).


 


(g)         With
respect to the Mortgage Loans identified as Loan Nos. 2, 4, 6, 23, 25, 29, 33, 43, 49, 50, 53, 55, 59 and 63 on the Mortgage Loan
Schedule, which are each subject to a franchise agreement with a related comfort letter (or, in the case of the Mortgage Loan
identified as Loan No. 53 on the Mortgage Loan Schedule, other related document or agreement) in favor of the respective Mortgage
Loan Seller, the related Mortgage Loan Seller or its agent will be required to, within 60 days of the Closing Date (or any shorter
period if required by the


 






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applicable
comfort letter), notify the related franchisor that each such Mortgage Loan has been transferred to the Trust and, unless only
notice to the related franchisor is required, request a replacement comfort letter (or any such new document or acknowledgement
as may be contemplated under the existing comfort letter), and deliver to the Master Servicer a copy of each such notice and request
and the existing comfort letters (or, in the case of the Mortgage Loan identified as Loan No. 53 on the Mortgage Loan Schedule,
other related document or agreement), 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 will notify the related Mortgage Loan
Seller that no such replacement comfort letter (or new document or acknowledgement, as applicable) has been received.


 


Section
2.02     Acceptance of Mortgage Loans
by Trustee. (a) Subject to the other provisions in this Section 2.02, the Trustee, by its execution and delivery of
this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of (i) the Original Mortgage
Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets
delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian
declares that it holds and will hold such documents and any other documents received by it that constitute portions of the Mortgage
Files, and that it holds and will hold the Original Mortgage Loans and such other assets, together with any other Mortgage Loans
and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit
of all present and future Certificateholders and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest
and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan
Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Pari Passu
Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage
Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters
of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of
the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each Mortgage Loan, except as specifically
identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule II, (i) all documents specified
in clause (i) of the definition of “Mortgage File” are in its possession, and (ii) the original Mortgage Note
(or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such
Mortgage Loan has been reviewed by it and (A) appears regular on its face (handwritten additions, changes or corrections shall
not constitute irregularities if initialed by the Borrower), (B) appears to have been executed (where appropriate) and (C) purports
to relate to such Mortgage Loan. The Custodian may rely on the purported due execution and genuineness of any such document and
on the purported genuineness of any signature thereon.


 


(b)          On
or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect
to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify
in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been
completed (based


 






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solely
on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall
deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this
paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto
(substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Pari Passu Companion Loan Holders
(in each case, provided that the Custodian has received notice of the identity of and notice address information for
such Serviced Pari Passu Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class
Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in
any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the
definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a
lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or
copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the
verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x)
(if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged
Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged
Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if
such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e)
has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate
receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been
reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not
constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such
Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b)
and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items
specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule”
accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th
day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such
recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust
Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto,
to the Mortgage Loan Sellers, any Serviced Pari Passu Companion Loan Holders, the Majority Subordinate Certificateholder and
the Subordinate Class Representative an update to the exception report annexed to the certification described above
substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to
each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set
forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide
the contact name, mailing address and e-mail address of any Serviced Pari Passu Companion Loan Holder to the Special
Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided
that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced
Pari Passu Companion Loan Holder is set forth on Schedule IX hereto.


 






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(c)          If
a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section
2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian
shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan,
on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety
(90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing
has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund).


 


With
respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge
to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to
be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment
of Leases.


 


With
respect to the documents described in clause (ix) of the definition of “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 purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the
Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation
or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more
Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned
to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation
or organization as so indicated on the documents provided.


 


(d)          None
of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the
Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses
(iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition
of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan
unless such item(s) are specified on the related Mortgage File Checklist, or (ii) 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 valid,
legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other
than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor,
the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the
Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or
recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction,
or whether a blanket assignment is permitted in any applicable jurisdiction.


 


(e)          In
performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the
purported due execution and genuineness of any such document and any signature thereon. It is understood that the scope of the
Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i),
(ii),


 






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(iii),
(iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification
of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if
the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property
consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is
a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information
as will be necessary for delivering the certifications required by subsections (a) and (b) above.


 


Section
2.03     Certain Repurchases and Substitutions
of Mortgage Loans by the Responsible Repurchase Parties. (a) If, in the process of reviewing the documents delivered or caused
to be delivered by the Mortgage Loan Sellers as contemplated by Section 2.01(d), the Custodian discovers that any document
required to have been delivered as contemplated by Section 2.01(d) has not been so delivered, or discovers that any of
the documents that were delivered has not been properly executed, contains information that does not conform in any material respect
with the corresponding information set forth in the Mortgage Loan Schedule, or is defective on its face (each, including, without
limitation, that a document is missing, a “Document Defect”), or if, at any other time, the Custodian or any
other party hereto discovers (without implying that any such party has a duty to make or attempt to make such discovery) a Document
Defect in respect of any Mortgage Loan, the party discovering such Document Defect shall promptly so notify each of the other
parties hereto. If any party hereto discovers (without implying that any such party has a duty to make or attempt to make such
discovery) or receives notice of a breach of any representation or warranty relating to any Mortgage Loan set forth in or made
pursuant to Section 4(b) or 4(g) of any Mortgage Loan Purchase Agreement (a “Breach”), such party
shall promptly so notify each of the other parties hereto. Upon a Responsible Officer of the Trustee obtaining actual knowledge,
or the Trustee’s receipt of notice, that a Document Defect or Breach exists with respect to any Mortgage Loan, the Trustee
shall notify the Subordinate Class Representative, the Majority Subordinate Certificateholder, the Depositor, the Certificate
Administrator, the Custodian, the Master Servicer, the Special Servicer, the related Responsible Repurchase Party and the Rating
Agencies.


 


(b)          Promptly
upon its actual knowledge of any Material Document Defect or Material Breach with respect to any Mortgage Loan or its receipt
of notice from the Trustee or any other party to this Agreement of a Material Document Defect or Material Breach the Master Servicer,
if relating to a Performing Serviced Mortgage Loan, or the Special Servicer, if relating to a Specially Serviced Mortgage Loan,
shall notify the related Responsible Repurchase Party in writing (in each case, with a copy to the Depositor) of such Material
Document Defect or Material Breach, as the case may be, and direct such Responsible Repurchase Party that it must, not later than
(1) ninety (90) days from discovery of the subject Material Document Defect or Material Breach by the Responsible Repurchase Party,
or (2) ninety (90) days from the receipt by such Responsible Repurchase Party of such notice (or, if (x) such Material Breach
or Material Document Defect, as the case may be, relates to whether such Mortgage Loan is or, as of the Closing Date (or, in the
case of a Replacement Mortgage Loan, as of the related date of substitution), was a Qualified Mortgage, and (y) such Responsible
Repurchase Party discovered or received prompt written notice of the relation specified in clause (x), then (z) within
ninety (90) days after any earlier discovery by the Responsible Repurchase Party or any party to this Agreement of such Material
Breach or Material Document Defect, as the case may be) (such 90-


 






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day
period, in any case, the “Initial Resolution Period”), correct or cure such Material Document Defect or Material
Breach, as the case may be, in all material respects, or repurchase the affected Mortgage Loan (as, if and to the extent required
by the related Mortgage Loan Purchase Agreement), at the applicable Purchase Price; provided that if such Responsible Repurchase
Party certifies to the Trustee in writing (i) that such Material Document Defect or Material Breach, as the case may be, does
not relate to whether the affected Mortgage Loan is or, as of the Closing Date (or, in the case of a Replacement Mortgage Loan,
as of the related date of substitution), was a Qualified Mortgage, (ii) that such Material Document Defect or Material Breach,
as the case may be, is capable of being cured but not within the applicable Initial Resolution Period, (iii) that such Responsible
Repurchase Party has commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach,
as the case may be, during the applicable Initial Resolution Period, (iv) in the case of a Material Document Defect, that (x)
the related Mortgage Loan is not, at the end of the Initial Resolution Period, then a Specially Serviced Mortgage Loan and a Servicing
Transfer Event has not occurred as a result of a monetary default or as described in clause (e), (f) or (g)
of the definition of “Specially Serviced Mortgage Loan” in this Agreement and (y) the Material Document Defect was
not identified in a certification delivered to the Mortgage Loan Seller by the Custodian pursuant to Section 2.02 not less
than ninety (90) days prior to the delivery of the notice of such Material Document Defect, and (v) that such Responsible Repurchase
Party anticipates that such Material Document Defect or Material Breach, as the case may be, will be cured within an additional
90-day period (such additional 90-day period, the “Resolution Extension Period”) (a copy of which certification
shall be delivered by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Subordinate Class Representative,
the Majority Subordinate Certificateholder and the Rating Agencies), then such Responsible Repurchase Party shall have an additional
period equal to the Resolution Extension Period to complete such correction or cure (or, upon failure to complete such correction
or cure, for the applicable Responsible Repurchase Party to repurchase the affected Mortgage Loan); and provided, further,
however, that, in lieu of repurchasing the affected Mortgage Loan as contemplated above (but, in any event, no later than
such repurchase would have to have been completed), the applicable Responsible Repurchase Party shall be permitted, during the
three-month period commencing on the Startup Day for the REMIC Pool that holds the affected Mortgage Loan (or during the two-year
period commencing on such Startup Day if the affected Mortgage Loan is a “defective obligation” within the meaning
of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulations Section 1.860G-2(f)), to replace the affected Mortgage Loan
with one or more Qualifying Substitute Mortgage Loans and to pay a cash amount equal to the applicable Substitution Shortfall
Amount, subject to any other applicable terms and conditions of the related Mortgage Loan Purchase Agreement and this Agreement.
The parties hereto agree that delivery by the Custodian of a certification or schedule of exceptions to a Mortgage Loan Seller
or Responsible Repurchase Party shall not in and of itself constitute delivery of notice of any Material Document Defect or knowledge
of such Mortgage Loan Seller or Responsible Repurchase Party of any Material Document Defect. If any Mortgage Loan is to be repurchased
or replaced as contemplated by this Section 2.03, the Master Servicer shall designate the Collection Account as the account
to which funds in the amount of the applicable Purchase Price or Substitution Shortfall Amount (as the case may be) are to be
wired, and the Master Servicer shall promptly notify the Trustee and the Certificate Administrator when such deposit is made.
Any such repurchase or replacement of a Mortgage Loan shall be on a whole loan, servicing released basis. Notwithstanding this
Section 2.03(b),


 






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the
absence from the Mortgage File, (i) on the Closing Date of the Mortgage Note (or a lost note affidavit and indemnity with a copy
of the Mortgage Note) and (ii) by the first anniversary of the Closing Date, of originals or copies of any other Specially Designated
Mortgage Loan Document (without the presence of any factor that reasonably mitigates such absence, nonconformity or irregularity)
shall (if the absence results from the related Mortgage Loan Seller’s failure to deliver such Specially Designated Mortgage
Loan Document in accordance with the terms of the related Mortgage Loan Purchase Agreement) be conclusively presumed to be a Material
Document Defect and shall obligate the party discovering such absence to give the Trustee prompt notice, whereupon the Trustee
shall notify the applicable Responsible Repurchase Party (with a copy to the Depositor) to cure such Material Document Defect,
or, failing that, repurchase or replace the related Mortgage Loan or REO Mortgage Loan, all in accordance with the procedures
set forth, and to the extent permitted, herein and in the related Mortgage Loan Purchase Agreement. Notwithstanding this Section
2.03(b), in the event of any Breach described in the second paragraph of Section 5(d) of any Mortgage Loan Purchase
Agreement, the remedy described in such second paragraph of such Section 5(d) shall constitute the sole remedy available
to the Trustee and any other affected Person with respect to such Breach. For the avoidance of doubt, none of the Trustee, the
Certificate Administrator or the Custodian shall have any obligation to review or approve any condition or requirement contemplated
hereunder in connection with any repurchase, removal, addition, or substitution.


 


The
remedies provided for in this Section 2.03(b) with respect to any Material Document Defect or Material Breach with respect
to any Mortgage Loan shall apply to the related REO Property.


 


If
(x) a Defective Mortgage Loan is to be repurchased or replaced as described above, (y) such Defective Mortgage Loan is part of
a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Document Defect or
Material Breach, as the case may be, as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the
“Other Crossed Loans”) (without regard to this paragraph), then the applicable Document Defect or Breach (as
the case may be) shall be deemed to constitute a Material Document Defect or Material Breach (as the case may be) as to each such
Other Crossed Loan for purposes of the above provisions, and the related Responsible Repurchase Party shall be obligated to repurchase
or replace each such Other Crossed Loan in accordance with the provisions above unless, in the case of such Breach or Document
Defect:


 


(A)          the
related Responsible Repurchase Party (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and
the Special Servicer an Opinion of Counsel to the effect that such Responsible Repurchase Party’s repurchase of only those
Mortgage Loans as to which a Material Document Defect or Material Breach has actually occurred without regard to the provisions
of this paragraph (the “Affected Loan(s)”) and the operation of the remaining provisions of this Section
2.03(b) will not result in an Adverse REMIC Event or any Adverse Grantor Trust Event hereunder; and


 






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(B)          each
of the following conditions would be satisfied if the related Responsible Repurchase Party were to repurchase or replace only
the Affected Loans and not the Other Crossed Loans:


 


(I)          the
debt service coverage ratio for such Other Crossed Loan(s) (excluding the Affected Loan(s)) for the four calendar quarters immediately
preceding the repurchase or replacement is not less than the least of (A) 0.10x below the debt service coverage ratio for the
Cross-Collateralized Group (including the Affected Loan(s)) set forth in Annex A-1 to the Prospectus Supplement, (B) the
debt service coverage ratio for the Cross-Collateralized Group (including the Affected Loan(s)) for the four preceding calendar
quarters preceding the repurchase or replacement and (C) 1.25x;


 


(II)        the
loan-to-value ratio for the Other Crossed Loans is not greater than the greatest of (A) the loan-to-value ratio, expressed as
a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected Loan(s)) set
forth in Annex A-1 to the Prospectus Supplement plus 10%, (B) the loan-to-value ratio, expressed as a whole number
percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected Loan(s)) at the time of repurchase
or replacement and (C) 75%; and


 


(III)       the
exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group shall not impair the
ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group.


 


The
determination of the Master Servicer or the Special Servicer, as applicable, as to whether the conditions set forth above have
been satisfied shall be conclusive and binding in the absence of manifest error. The Master Servicer or the Special Servicer,
as applicable, will be entitled to cause to be delivered, or direct the related Responsible Repurchase Party to cause to be delivered,
to the Master Servicer or the Special Servicer, as applicable, an Appraisal of any or all of the related Mortgaged Properties
for purposes of determining whether the condition set forth in clause (II) above has been satisfied, in each case at the
expense of the related Responsible Repurchase Party if the scope and cost of the Appraisal is approved by the related Responsible
Repurchase Party and the Subordinate Class Representative (other than with respect to any related Excluded Loan) (such approval
not to be unreasonably withheld in each case).


 


With
respect to any Defective Mortgage Loan that forms a part of a Cross-Collateralized Group and as to which the conditions described
in the preceding paragraph are satisfied, such that the Trust Fund will continue to hold the Other Crossed Loans, the related
Responsible Repurchase Party and the Trustee, as successor to the Depositor, are bound by an agreement (set forth in the related
Mortgage Loan Purchase Agreement) to forbear from enforcing any remedies against the other’s Primary Collateral but each
is permitted to exercise remedies against the Primary Collateral securing its respective Mortgage Loans, including with respect
to the Trustee, the Primary Collateral securing the Affected Loan(s) still held by the Trustee. If the exercise of


 






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remedies
by one such party would impair the ability of the other such party to exercise its remedies with respect to the Primary Collateral
securing the Affected Loan or the Other Crossed Loans, as the case may be, held by the other such party, then both parties have
agreed to forbear from exercising such remedies unless and until the Mortgage Loan Documents evidencing and securing the relevant
Mortgage Loans can be modified in a manner that complies with the applicable Mortgage Loan Purchase Agreement to remove the threat
of impairment as a result of the exercise of remedies. Any reserve or other cash collateral or Letters of Credit securing any
of the Mortgage Loans that form a Cross-Collateralized Group shall be allocated between such Mortgage Loans in accordance with
the Mortgage Loan Documents, or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances. All
other terms of the Mortgage Loans shall remain in full force and effect, without any modification thereof. The provisions of this
paragraph shall be binding on all future holders of each Mortgage Loan that forms part of a Cross-Collateralized Group.


 


To
the extent necessary and appropriate, the Trustee shall execute (or, subject to Section 3.01(b) and Section 3.10,
provide the Master Servicer or the Special Servicer, as applicable, with a limited power of attorney that enables the Master Servicer
or the Special Servicer, as applicable, to execute) the modification of the Mortgage Loan Documents that complies with the applicable
Mortgage Loan Purchase Agreement to remove the threat of impairment of the ability of the Responsible Repurchase Party or the
Trust Fund to exercise its remedies with respect to the Primary Collateral securing the Mortgage Loan(s) held by such party resulting
from the exercise of remedies by the other such party; provided that the Trustee shall not be responsible or liable for
any negligence with respect to, or any willful misuse of, any such power of attorney by the Master Servicer or the Special Servicer,
as applicable. The Master Servicer shall advance all costs and expenses incurred by the Trustee and the Master Servicer with respect
to any Cross-Collateralized Group pursuant to this paragraph, and such advances and interest thereon shall (i) constitute and
be reimbursable as Servicing Advances and (ii) be included in the calculation of Purchase Price for the Mortgage Loan(s) to be
repurchased or replaced. Neither the Master Servicer nor the Special Servicer, as applicable, shall be liable to any Certificateholder
or any other party hereto if a modification of the Mortgage Loan Documents described above cannot be effected for any reason beyond
the control of the Master Servicer or the Special Servicer, respectively.


 


The
reasonable “out-of-pocket” costs and expenses incurred by the Master Servicer, the Special Servicer, the Trustee and/or
the Custodian pursuant to this Section 2.03(b), including reasonable attorney fees and expenses, shall constitute Servicing
Advances to the extent not collected from the related Responsible Repurchase Party.


 


(c)          Whenever
one or more Replacement Mortgage Loans are substituted for a Defective Mortgage Loan by a Mortgage Loan Seller as contemplated
by this Section 2.03, the Master Servicer or the Special Servicer, as applicable, shall direct the party effecting the
substitution to deliver to the Custodian the related Mortgage File and a certification to the effect that such Replacement Mortgage
Loan satisfies or such Replacement Mortgage Loans satisfy, as the case may be, all of the requirements of the definition of “Qualifying
Substitute Mortgage Loan”. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section
2.03 if the Mortgage Loan to be replaced was itself a Replacement Mortgage Loan, in which case, absent a cure of the relevant
Material Breach or Material Document Defect, the


 






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affected
Mortgage Loan will be required to be repurchased as contemplated hereby. Monthly Payments due with respect to each Replacement
Mortgage Loan (if any) after the related date of substitution, and Monthly Payments due with respect to each corresponding Deleted
Mortgage Loan (if any) after its respective Cut-off Date and on or prior to the related date of substitution, shall be part of
the Trust Fund. Monthly Payments due with respect to each Replacement Mortgage Loan (if any) on or prior to the related date of
substitution, and Monthly Payments due with respect to each corresponding Deleted Mortgage Loan (if any) after the related date
of substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the party effecting the
related substitution promptly following receipt.


 


If
any Mortgage Loan is to be repurchased or replaced by a Responsible Repurchase Party as contemplated by this Section 2.03,
the Master Servicer or the Special Servicer, as applicable, shall direct such party to amend the Mortgage Loan Schedule to reflect
the removal of any Deleted Mortgage Loan and, if applicable, the substitution of the related Replacement Mortgage Loan(s); and,
upon its receipt of such amended Mortgage Loan Schedule, the Master Servicer or the Special Servicer, as applicable, shall deliver
or cause the delivery of such amended Mortgage Loan Schedule to the other parties hereto. Upon any substitution of one or more
Replacement Mortgage Loans for a Deleted Mortgage Loan, such Replacement Mortgage Loan(s) shall become part of the Trust Fund
and be subject to the terms of this Agreement in all respects.


 


The
reasonable “out-of-pocket” costs and expenses incurred by the Master Servicer, the Special Servicer, the Trustee and/or
the Custodian pursuant to this Section 2.03(c), including reasonable attorney fees and expenses, shall constitute Servicing
Advances to the extent not collected from the related Responsible Repurchase Party.


 


(d)          The
Special Servicer shall notify the Master Servicer in writing of the amount of the Purchase Price or Substitution Shortfall Amount
(as the case may be) for any Specially Serviced Mortgage Loan to be repurchased or replaced by the related Responsible Repurchase
Party as contemplated by this Section 2.03 and the Master Servicer shall be entitled to conclusively rely on any such notice.
Upon receipt of an Officer’s Certificate from the Master Servicer to the effect that the full amount of the Purchase Price
or Substitution Shortfall Amount (as the case may be) for any Mortgage Loan repurchased or replaced by the related Responsible
Repurchase Party as contemplated by this Section 2.03 has been deposited in the Collection Account, and further, if applicable,
upon receipt of the Mortgage File for each Replacement Mortgage Loan (if any) to be substituted for a Deleted Mortgage Loan, together
with any certifications and/or opinions required pursuant to Section 2.03(b) to be delivered by the applicable Responsible
Repurchase Party, the Trustee and the Custodian shall each (i) release the Mortgage File and any Additional Collateral held by
it or on its behalf for the Deleted Mortgage Loan to the related Responsible Repurchase Party or its designee and (ii) execute
and deliver such instruments of release, transfer and/or assignment, in each case without recourse, as shall be provided to it
and are reasonably necessary to vest in the applicable Responsible Repurchase Party or its designee the ownership of the Deleted
Mortgage Loan, and the Master Servicer or the Special Servicer, as applicable, shall notify the Depositor and the affected Borrowers
of the transfers of the Deleted Mortgage Loan(s) and any Replacement Mortgage Loan(s). In connection with any such repurchase
or substitution by the related Responsible Repurchase Party, each of the Master Servicer and the Special Servicer shall deliver
to the applicable


 






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Responsible
Repurchase Party or its designee any portion of the related Servicing File, together with any Escrow Payments, Reserve Funds and
Additional Collateral, held by or on behalf of the Master Servicer or the Special Servicer, as the case may be, with respect to
the Deleted Mortgage Loan, in each case at the expense of such Responsible Repurchase Party. The reasonable “out-of-pocket”
costs and expenses, including reasonable attorneys’ fees and expenses, incurred by the Master Servicer, the Special Servicer,
the Trustee and/or the Custodian pursuant to this Section 2.03(d), to the extent not collected from the related Responsible
Repurchase Party, shall be reimbursable to each of them as Servicing Advances in respect of the affected Mortgage Loan.


 


(e)          The
related Mortgage Loan Purchase Agreement provides the sole remedies available to the Certificateholders, or the Trustee on their
behalf, respecting any Document Defect or Breach with respect to any Mortgage Loan. If, in connection with any Material Document
Defect or Material Breach, the related Responsible Repurchase Party defaults on its obligations to cure such Material Document
Defect or Material Breach and fails to deliver a Loss of Value Payment as provided in Section 2.03(h), as the case may
be, in all material respects or to repurchase or replace the affected Mortgage Loan as contemplated by this Section 2.03,
then the Master Servicer, if relating to a Performing Serviced Mortgage Loan, or the Special Servicer, if relating to a Specially
Serviced Mortgage Loan, shall promptly notify the Trustee, the Depositor, the Certificate Administrator, the Subordinate Class
Representative and the Majority Subordinate Certificateholder, and the Certificate Administrator shall notify the Certificateholders.
Thereafter, the Trustee shall (and the Special Servicer may in its own name, or, as provided in Section 3.01(b) below,
in the name of the Trustee) take such actions on behalf of the Trust with respect to the enforcement of such repurchase/substitution
obligations, including the institution and prosecution of appropriate legal proceedings, as the Trustee (or, if applicable, the
Special Servicer) shall determine are in the best interests of the Certificateholders (taken as a collective whole). Any and all
reasonable “out-of-pocket” costs and expenses incurred by the Master Servicer, the Trustee and/or the Special Servicer
pursuant to this Section 2.03(e), including, reasonable attorney’s fees and expenses, to the extent not collected
from the related Responsible Repurchase Party, shall constitute Servicing Advances in respect of the affected Mortgage Loan.


 


(f)          The
Trustee shall not consent to the assignment by a Mortgage Loan Seller or Responsible Repurchase Party of their respective obligations
under any Mortgage Loan Purchase Agreement unless such assignment is the subject of a Rating Agency Confirmation and, during any
Subordinate Control Period, with the consent of the Subordinate Class Representative, which consent shall be deemed given if the
Subordinate Class Representative does not respond within five (5) Business Days of receipt of the Trustee’s request.


 


(g)          If
the Depositor, the Master Servicer or the Special Servicer (each a “Repurchase Request Recipient”): (1) receives
a Repurchase Communication of a request or demand for repurchase or replacement of any Mortgage Loan alleging a Document Defect
or a Breach (a “Repurchase Request”); (2) receives a Repurchase Communication of a withdrawal of a Repurchase
Request by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”); or (3) receives a
Repurchase Communication that any Mortgage Loan that was subject of a Repurchase Request has been repurchased or replaced (a “Repurchase”)
or that such Repurchase Request has been rejected (a “Repurchase Request Rejection”), then such party shall


 






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give
written notice thereof to the applicable Mortgage Loan Seller and the other parties hereto and the Other Depositor (if applicable)
promptly but in any case within ten (10) Business Days from the date of receipt thereof. Each notice required by this Section
2.03(g) (a “Rule 15Ga-1 Notice”) shall include: (i) the date that the Repurchase Communication relating
to the Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable, was received
by the Repurchase Request Recipient; (ii) the identity of the Person making or withdrawing any such Repurchase Communication and
the related Mortgage Loan; (iii) in the case of a Repurchase Communication of a Repurchase Request, the basis for the Repurchase
Request asserted by the Person making the Repurchase Request, to the extent known to the Repurchase Request Recipient; and (iv)
in the case of a Repurchase Communication of a Repurchase Request, a statement from the Repurchase Request Recipient as to whether
it currently plans to pursue such Repurchase Request pursuant to Section 2.03(b). Each Rule 15Ga-1 Notice may be delivered
by electronic mail in accordance with Section 12.06. A Repurchase Request Recipient shall not be required to provide any
information under this Section 2.03(g) if and to the extent that such information is protected by either the attorney-client
privilege or the attorney work product doctrines. Each Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1
Notice is provided only to assist the Depositor, the related Mortgage Loan Seller, the Other Depositor (if applicable) and their
respective Affiliates in complying with Rule 15Ga-1, Items 1104 and 1121 of Regulation AB and/or any other 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 2.03(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.


 


If
the Trustee, the Certificate Administrator or the Custodian receives a Repurchase Communication of a Repurchase Request, Repurchase
Request Withdrawal, Repurchase or Repurchase Request Rejection, such party shall forward such Repurchase Communication as soon
as possible and in any event, no later than three (3) Business Days following receipt of such Repurchase Communication to the
Master Servicer, if relating to a Performing Serviced Mortgage Loan, or to the Special Servicer, if relating to a Specially Serviced
Mortgage Loan or REO Property and shall include the following statement in the related correspondence: “This is a Repurchase
Communication of a [“Repurchase Request”] [“Repurchase Request Withdrawal”] [“Repurchase”]
[“Repurchase Request Rejection”] under Section 2.03 of the Pooling and Servicing Agreement relating to the
WFCM 2015-C31 Commercial Mortgage Pass-Through Certificates requiring action by you as the “Repurchase Request Recipient”
of such Repurchase Communication thereunder”. Upon receipt of any Repurchase Communication of a Repurchase Request, Repurchase
Request Withdrawal, Repurchase or Repurchase Request Rejection by the Master Servicer or the Special Servicer, as applicable,
pursuant to the prior sentence, such party shall be deemed a Repurchase Request Recipient in respect of such Repurchase Request,
Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable, and such party shall comply with the
procedures set forth in the prior paragraph of this Section 2.03(g) with respect to such Repurchase Communication of such
Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection. In no event shall this provision
require the Custodian (in its capacity as Custodian) in connection with its review of a Mortgage File to provide any notice other
than as set forth in Section 2.02 of this Agreement. None of the Trustee, the Certificate Administrator or the Custodian
shall accept any


 






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oral
Repurchase Communication of a Repurchase Request, and each of the Trustee, the Certificate Administrator and the Custodian shall
direct any Person making an oral Repurchase Communication of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or
Repurchase Request Rejection to submit it in writing (or by means of electronic mail in accordance with Section 12.06)
to the Certificate Administrator (who will act in accordance with the first sentence of this paragraph). Repurchase Communications
of Repurchase Requests made to the Certificate Administrator must be submitted in writing or may be transmitted by electronic
mail in accordance with Section 12.06 with a subject line of “Repurchase Request – WFCM 2015-C31”.


 


The
parties hereto agree that delivery of a Rule 15Ga-1 Notice shall not in and of itself constitute delivery of notice of any Material
Document Defect or Material Breach or knowledge on the part of the Responsible Repurchase Party of any Material Document Defect
or Material Breach.


 


(h)          If
a Mortgage Loan Seller (or, if applicable, a related Responsible Repurchase Party), in connection with a Material Document Defect
or a Material Breach (or an allegation of a Material Document Defect or a Material Breach) pertaining to a Mortgage Loan, makes
a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller (or, if applicable, a related
Responsible Repurchase Party) and the Special Servicer on behalf of the Trust (with the consent of the Majority Subordinate Certificateholder
to the extent a Subordinate Control Period or Collective Consultation Period is then in effect) (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(h)(iii) of this Agreement. 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 Breach or Material Document Defect in lieu of any obligation of the Mortgage Loan
Seller (or, if applicable, a related Responsible Repurchase Party) to otherwise cure such Material Breach or Material Document
Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Breach or Material Document Defect under
any circumstances. This paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage
Loan Seller (or, if applicable, a related Responsible Repurchase Party) and the Trust, provided that prior to any such
agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller (or, if applicable, a related Responsible
Repurchase Party) or the Trustee from exercising any of its rights related to a Material Document Defect or a Material Breach
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), and provided, further,
that such Loss of Value Payment shall not be greater than the repurchase price of the affected Mortgage Loan; and provided,
further that a Material Document Defect or a Material Breach as a result of a Mortgage Loan not constituting a “qualified
mortgage” within the meaning of Section 860G(a)(3) of the Code may not be cured by a Loss of Value Payment.


 


Section
2.04     Representations and Warranties
of the Depositor. (a) The Depositor hereby represents and warrants to each of the other parties hereto and for the benefit
of the Certificateholders, as of the Closing Date, that solely as to itself: 


 






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(i)         The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina.


 


(ii)        The
Depositor’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Depositor’s
organizational documents 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 material instrument to which it is a party or by which
it is bound, which default or breach, in the good faith and reasonable judgment of the Depositor, is likely to affect materially
and adversely the ability of the Depositor to perform its obligations under this Agreement.


 


(iii)       The
Depositor has the full corporate power and authority to 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. This Agreement,
assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding
obligation of the Depositor, enforceable against the Depositor in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, receivership, conservatorship, 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, (B) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the
enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of
securities laws.


 


(iv)       No
litigation is pending or, to the best of the Depositor’s knowledge, threatened against the Depositor that, if determined
adversely to the Depositor, would prohibit the Depositor from entering into this Agreement or that, in the Depositor’s good
faith and reasonable judgment, is likely to materially and adversely affect the ability of the Depositor to perform its obligations
under this Agreement.


 


(v)        Immediately
prior to the transfer of the Original Mortgage Loans to the Trustee for the benefit of the Certificateholders pursuant to this
Agreement, the Depositor had such right, title and interest in and to each Original Mortgage Loan as was transferred to it by
the related Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement. The Depositor has not transferred any
of its right, title and interest in and to the Original Mortgage Loans to any Person other than the Trustee.


 


(vi)       The
Depositor is transferring all of its right, title and interest in and to the Original Mortgage Loans to the Trustee for the benefit
of the Certificateholders free and clear of any and all liens, pledges, charges, security interests and other encumbrances created
by or through the Depositor.


 






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(vii)      Except
for any actions that are the express responsibility of another party hereunder or under any Mortgage Loan Purchase Agreement,
and further except for actions that the Depositor is expressly permitted to complete subsequent to the Closing Date, the Depositor
has taken all actions required under applicable law to effectuate the transfer of all of its right, title and interest in and
to the Original Mortgage Loans by the Depositor to the Trustee.


 


(viii)     No
consent, approval, license, authorization or order of any state or federal court or governmental agency or body is required for
the consummation by the Depositor of the transactions contemplated herein, except for (A) those consents, approvals, licenses,
authorizations or orders that previously have been obtained or where the lack of such consent, approval, license, authorization
or order would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement
and (B) those filings and recordings of the Depositor and assignments thereof that are contemplated by this Agreement to be completed
after the Closing Date. 


 


(b)          The
representations and warranties of the Depositor set forth in Section 2.04(a) shall survive the execution and delivery of
this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains
in existence. Upon discovery by any party hereto of any breach of any of such representations and warranties that materially and
adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt
written notice thereof to the other parties hereto.


 


Section
2.05       Representations and Warranties
of the Master Servicer. (a) The Master Servicer hereby represents and warrants to each of the other parties hereto and for
the benefit of the Certificateholders, 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, and the Master Servicer is in compliance with the laws of each State in which any related Mortgaged Property is
located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply
would not adversely affect the Master Servicer’s ability to perform its obligations hereunder in accordance with the terms
of this Agreement.


 


(ii)        The
Master Servicer’s execution and delivery of, performance under and compliance with this Agreement, will not violate the
Master Servicer’s organizational documents 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 material instrument to which
it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Master Servicer,
is likely to affect materially and adversely 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 involving the Master Servicer contemplated
by


 






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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 Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, 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, (B) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations
regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to
violations of securities laws.


 


(v)         The
Master Servicer is not in violation of, and its execution and delivery of, performance under and compliance with 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 Master Servicer’s good faith and
reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations
under this Agreement.


 


(vi)        No
consent, approval, license, authorization or order of any state or federal court or governmental agency or body is required for
the consummation by the Master Servicer of the transactions contemplated herein, except for those consents, approvals, licenses,
authorizations or orders that previously have been obtained or where the lack of such consent, approval, license, authorization
or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this
Agreement, and, except to the extent in the case of performance, that its failure to be qualified as a foreign corporation or
entity or licensed in one or more states is not necessary for the performance by it of its obligations hereunder.


 


(vii)       No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that, if
determined adversely to the Master Servicer, would prohibit the Master Servicer from entering into this Agreement or that, 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.


 


(viii)      The
Master Servicer has errors and omissions insurance that is in full force and effect or is self-insuring with respect to such risks,
in either case in compliance with the requirements of Section 3.07(e).


 






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(b)          The
representations and warranties of the Master Servicer set forth in Section 2.05(a) shall survive the execution and delivery
of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains
in existence. Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and
adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt
written notice to each of the other parties hereto.


 


(c)          Any
successor to the Master Servicer shall be deemed to have made, as of the date of its succession, each of the representations and
warranties set forth in Section 2.05(a), subject to such appropriate modifications to the representation and warranty set
forth in Section 2.05(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is
a corporation, partnership, bank, association or other type of organization.


 


Section
2.06       Representations and Warranties
of the Special Servicer. (a) The Special Servicer hereby represents and warrants to each of the other parties hereto and for
the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)         The
Special Servicer is a national banking association duly organized, validly existing and in good standing under the laws of the
United States, and the Special Servicer is in compliance with the laws of each State in which any related Mortgaged Property is
located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement,
except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its
obligations under this Agreement.


 


(ii)        The
Special Servicer’s execution and delivery of, performance under and compliance with this Agreement will not violate the
Special Servicer’s organizational documents 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 material instrument to which
it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Special Servicer,
is likely to affect materially and adversely 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 involving the Special Servicer
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 Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting
the enforcement of creditors’ rights generally and, to the extent


 






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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, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding
in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to
provide indemnification or contribution with respect to violations of securities laws.


 


(v)         The
Special Servicer is not in violation of, and its execution and delivery of, performance under 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 Special Servicer’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Special Servicer to perform
its obligations under this Agreement.


 


(vi)        No
consent, approval, license, authorization or order of any state or federal court or governmental agency or body is required for
the consummation by the Special Servicer of the transactions contemplated herein, except for those consents, approvals, licenses,
authorizations or orders that previously have been obtained or where the lack of such consent, approval, license, authorization
or order would not have a material adverse effect on the ability of the Special Servicer to perform its obligations under this
Agreement.


 


(vii)       No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that,
if determined adversely to the Special Servicer, would prohibit the Special Servicer from entering into this Agreement or that,
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.


 


(viii)      The
Special Servicer has errors and omissions insurance that is in full force and effect or is self-insuring with respect to such
risks, in either case in compliance with the requirements of Section 3.07(e).


 


(b)          The
representations and warranties of the Special Servicer set forth in Section 2.06(a) shall survive the execution and delivery
of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains
in existence. Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and
adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt
written notice to each of the other parties hereto.


 


(c)          Any
successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties
set forth in Section 2.06(a), subject to such appropriate modifications to the representation and warranty set forth in
Section 2.06(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.


 






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Section
2.07       Representations and Warranties
of the Trust Advisor. (a) The Trust Advisor hereby represents and warrants to each of the other parties hereto and for the
benefit of the Certificateholders, as of the Closing Date, that:


 


(i)         The
Trust Advisor is duly organized, validly existing and in good standing as a limited liability company under the laws of the State
of Georgia and possesses all licenses and authorizations necessary to the performance of its obligations under this Agreement.


 


(ii)        The
Trust Advisor’s execution and delivery of, performance under and compliance with this Agreement will not violate the Trust
Advisor’s organizational documents 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 material instrument to which it is a
party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Trust Advisor, is likely
to affect materially and adversely the ability of the Trust Advisor to perform its obligations under this Agreement.


 


(iii)       The
Trust Advisor has the requisite power and authority to enter into and consummate all transactions involving the Trust Advisor
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 Trust Advisor, enforceable against the Trust Advisor in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, 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, (B) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations
regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to
violations of securities laws.


 


(v)        The
Trust Advisor is not in violation of, and its execution and delivery of, performance under 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 Trust Advisor’s reasonable
judgment, is likely to affect materially and adversely the ability of the Trust Advisor to perform its obligations under this
Agreement.


 


(vi)       No
consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation
by the


 






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Trust
Advisor of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously
have been obtained.


 


(vii)      No
litigation is pending or, to the best of the Trust Advisor’s knowledge, threatened against the Trust Advisor that, if determined
adversely to the Trust Advisor, would prohibit the Trust Advisor from entering into this Agreement or that, in the Trust Advisor’s
reasonable judgment, is likely to materially and adversely affect the ability of the Trust Advisor to perform its obligations
under this Agreement.


 


(viii)     The
Trust Advisor is eligible to act in such capacity hereunder in accordance with Section 3.28.


 


(b)          The
representations and warranties of the Trust Advisor set forth in Section 2.07(a) shall survive the execution and delivery
of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains
in existence. Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and
adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt
written notice to each of the other parties hereto.


 


(c)          Any
successor Trust Advisor shall be deemed to have made, as of the date of its succession, each of the representations and warranties
set forth in Section 2.07(a), subject to such appropriate modifications to the representation and warranty set forth in
Section 2.07(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.


 


Section
2.08       Representations and Warranties
of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to each of the other parties
hereto and for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)         The
Certificate Administrator is duly organized, validly existing and in good standing as a national banking association under the
laws of the United States and possesses all licenses and authorizations necessary to the performance of its obligations under
this Agreement.


 


(ii)        The
Certificate Administrator’s execution and delivery of, performance under and compliance with this Agreement will not violate
the Certificate Administrator’s organizational documents 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 material instrument
to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Certificate
Administrator, is likely to affect materially and adversely the ability of the Certificate Administrator to perform its obligations
under this Agreement.


 


(iii)       The
Certificate Administrator has the requisite power and authority to enter into and consummate all transactions involving the Certificate


 






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Administrator
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, receivership, conservatorship, 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,
(B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and
(C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification
or contribution with respect to violations of securities laws.


 


(v)         The
Certificate Administrator is not in violation of, and its execution and delivery of, performance under 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 reasonable judgment, is likely to affect materially and adversely the ability of the Certificate Administrator
to perform its obligations under this Agreement.


 


(vi)        No
consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation
by the Certificate Administrator of the transactions contemplated herein, except for those consents, approvals, authorizations
or orders that previously have been obtained.


 


(vii)       No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
that, if determined adversely to the Certificate Administrator, would prohibit the Certificate Administrator from entering into
this Agreement or that, in the Certificate Administrator’s reasonable judgment, is likely to materially and adversely affect
the ability of the Certificate Administrator to perform its obligations under this Agreement.


 


(viii)      The
Certificate Administrator is eligible to act in such capacity hereunder in accordance with Section 8.06.


 


(b)          The
representations and warranties of the Certificate Administrator set forth in Section 2.08(a) shall survive the execution
and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the
Trust remains in existence. Upon discovery by any party hereto of a breach of any of such representations and


 



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warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering
such breach shall give prompt written notice to each of the other parties hereto.


 


(c)           Any successor Certificate Administrator shall be deemed to have made, as of the date of its succession, each of the
representations and warranties set forth in Section 2.08(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 2.08(a)(i) to accurately reflect such successor’s jurisdiction of organization
and whether it is a corporation, partnership, bank, association or other type of organization.


 


Section
2.09        Representations
and Warranties of the Tax Administrator. (a) The Tax Administrator hereby represents and warrants to each of the other parties
hereto and for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)          The Tax Administrator is duly organized, validly existing and in good standing as a national banking association
under the laws of the United States and possesses all licenses and authorizations necessary to the performance of its obligations
under this Agreement.


 


(ii)         The Tax Administrator’s execution and delivery of, performance under and compliance with this Agreement will
not violate the Tax Administrator’s organizational documents or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material
instrument to which it is a party or by which it is bound, which default or breach, in the reasonable judgment of the Tax Administrator,
is likely to affect materially and adversely the ability of the Tax Administrator to perform its obligations under this Agreement.


 


(iii)        The Tax Administrator has the requisite 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
the valid, legal and binding obligation of the Tax Administrator, enforceable against the Tax Administrator in accordance with
the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, 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,
(B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law
and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification
or contribution with respect to violations of securities laws.


 






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(v)         The Tax Administrator is not in violation of, and its execution and delivery of, performance under and compliance
with 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 Tax Administrator’s
reasonable judgment, is likely to affect materially and adversely the ability of the Tax Administrator to perform its obligations
under this Agreement.


 


(vi)        No consent, approval, authorization or order of any state or federal court or governmental agency or body is required
for the consummation by the Tax Administrator of the transactions contemplated herein, except for those consents, approvals, authorizations
or orders that previously have been obtained.


 


(vii)       No litigation is pending or, to the best of the Tax Administrator’s knowledge, threatened against the Tax Administrator
that, if determined adversely to the Tax Administrator, would prohibit the Tax Administrator from entering into this Agreement
or that, in the Tax Administrator’s reasonable judgment, is likely to materially and adversely affect the ability of the
Tax Administrator to perform its obligations under this Agreement.


 


(viii)      The Tax Administrator is eligible to act in such capacity hereunder in accordance with Section 8.06.


 


(b)          The representations and warranties of the Tax Administrator set forth in Section 2.09(a) shall survive
the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any such representations and warranties
that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach
shall give prompt written notice thereof to the other parties hereto, the Majority Subordinate Certificateholder and the Subordinate
Class Representative.


 


(c)          Any successor to the Tax Administrator shall be deemed to have made, as of the date of its succession, each of the
representations and warranties set forth in Section 2.09(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 2.09(a)(i) to accurately reflect such successor’s jurisdiction of organization
and whether it is a corporation, partnership, bank, association or other type of organization.


 


Section
2.10       Representations,
Warranties and Covenants of the Trustee. (a) The Trustee hereby represents and warrants to, and covenants with, each of the other
parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)          The Trustee is duly organized, validly existing and in good standing as a national banking association under the
laws of the United States of America and is, shall be or, if necessary, shall appoint a co-trustee that is, in compliance with
the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each
Mortgage Loan


 






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(insofar as such enforceability is dependent upon compliance by the Trustee with such laws) and to perform its obligations
under this Agreement and possesses all licenses and authorizations necessary to the performance of its obligations under this Agreement.


 


(ii)         The Trustee’s execution and delivery of, performance under and compliance with this Agreement, will not violate
the Trustee’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which
it is a party or by which it is bound, which breach or default, in the good faith and reasonable judgment of the Trustee is likely
to affect materially and adversely the ability of the Trustee to perform its obligations under this Agreement.


 


(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, receivership, conservatorship, 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, (B) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public
policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution
with respect to violations of securities laws.


 


(v)         The Trustee is not in violation of, and its execution and delivery of, performance under and compliance with 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 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 consent, approval, authorization or order of any state or federal court or governmental agency or body is required
for the consummation by the Trustee of the transactions contemplated herein, except for those consents, approvals, authorizations
or orders that previously have been obtained.


 


(vii)       No litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee that, if
determined adversely to the Trustee, would


 






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prohibit the Trustee from entering into this Agreement or that, 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.


 


(viii)      The Trustee is eligible to act as trustee hereunder in accordance with Section 8.06.


 


(b)          The representations, warranties and covenants of the Trustee set forth in Section 2.10(a) shall survive
the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any such representations, warranties
and covenants that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering
such breach shall give prompt written notice thereof to the other parties hereto.


 


(c)          Any successor Trustee shall be deemed to have made, as of the date of its succession, each of the representations
and warranties set forth in Section 2.10(a), subject to such appropriate modifications to the representation, warranty
and covenant set forth in Section 2.10(a)(i) to accurately reflect such successor’s jurisdiction of organization
and whether it is a corporation, partnership, bank, association or other type of organization.


 


Section
2.11        Creation
of REMIC I; Issuance of the REMIC I Regular Interests and the REMIC I Residual Interest; Certain Matters Involving
REMIC I. (a) It is the intention of the parties hereto that the following segregated pool of assets constitute a REMIC
for federal income tax purposes and, further, that such segregated pool of assets be designated as “REMIC I”:
(i) the Mortgage Loans that are from time to time subject to this Agreement, together with (A) all payments under and
proceeds of such Mortgage Loans received after the Closing Date (other than any Post-ARD Additional Interest) or, in the case
of any such Mortgage Loan that is a Replacement Mortgage Loan, after the related date of substitution (other than scheduled payments
of interest and principal due on or before the respective Cut-off Dates for such Mortgage Loans or, in the case of any such Mortgage
Loan that is a Replacement Mortgage Loan, on or before the related date of substitution, and exclusive of any such amounts that
constitute Excess Servicing Fees), and (B) all rights of the holder of such Mortgage Loans under the related Mortgage Loan
Documents and in and to any related Additional Collateral; (ii) any REO Property acquired in respect of any Mortgage Loan
(or, in the case of any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan, the beneficial interest of the holder
of the related Mortgage Loan in such REO Property); (iii) such funds and assets as from time to time are deposited in the
Collection Account (but not in the Serviced Pari Passu Companion Loan Custodial Account), the Distribution Account, the Interest
Reserve Account, the Excess Liquidation Proceeds Account and, if established (but, in the case of any such account established
with respect to a Serviced Loan Combination, subject to the rights of any Serviced Pari Passu Companion Loan Holders), the REO
Account (exclusive of any such amounts that constitute Excess Servicing Fees) and (iv) the rights of the Depositor under
Sections 2, 3, 4 (other than Section 4(c), (d) and (f)) 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, 18 and (in the case of (A) the Mortgage Loan
Purchase Agreement between Basis, Basis Investment and the Depositor and (B) the Mortgage Loan Purchase Agreement between Liberty
Island, Liberty Island Group and


 






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the Depositor) 19 of each Mortgage Loan Purchase Agreement. The Closing Date is hereby designated as the “Startup
Day” of REMIC I within the meaning of Section 860G(a)(9) of the Code.


 


(b)           Concurrently with the assignment to the Trustee of the Original Mortgage Loans and certain related assets, pursuant
to Section 2.01(b), and in exchange therefor, the REMIC I Regular Interests and the REMIC I Residual Interest
shall be issued. A single separate REMIC I Regular Interest shall be issued with respect to each Original Mortgage Loan. For
purposes of this Agreement each REMIC I Regular Interest shall relate to the Original Mortgage Loan in respect of which it
was issued, to each Replacement Mortgage Loan (if any) substituted for such Original Mortgage Loan and to each REO Mortgage Loan
deemed outstanding with respect to any REO Property acquired in respect of such Original Mortgage Loan or any such Replacement
Mortgage Loan (or, in the case of any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan, the beneficial interest
of the holder of the related Mortgage Loan in any related REO Property). None of the REMIC I Regular Interests shall be certificated.
The REMIC I Regular Interests and the REMIC I Residual Interest shall collectively constitute the entire beneficial ownership
of REMIC I.


 


(c)           The REMIC I Regular Interests shall constitute the “regular interests” (within the meaning of Section 860G(a)(1)
of the Code), and the REMIC I Residual Interest shall constitute the sole “residual interest” (within the meaning
of Section 860G(a)(2) of the Code), in REMIC I. None of the parties hereto, to the extent it is within the control thereof,
shall create or permit the creation of any other “interests” in REMIC I (within the meaning of Treasury Regulations
Section 1.860D-1(b)(1)).


 


(d)           The designation for each REMIC I Regular Interest shall be the identification number for the related Original
Mortgage Loan set forth in the Mortgage Loan Schedule.


 


(e)           Each REMIC I Regular Interest shall have an Uncertificated Principal Balance. As of the Closing Date, the Uncertificated
Principal Balance of each REMIC I Regular Interest shall equal the Cut-off Date Principal Balance of the related Original
Mortgage Loan (as specified in the Mortgage Loan Schedule). On each Distribution Date, the Uncertificated Principal Balance of
each REMIC I Regular Interest shall be (1) permanently reduced by any distributions of principal deemed made with respect
to such REMIC I Regular Interest on such Distribution Date pursuant to Section 4.01(j) and (2) further adjusted
in the manner and to the extent provided in Section 4.04(c). Except as provided in the preceding sentence and except
to the extent of the recovery of amounts previously allocated as a Realized Loss as a result of the reimbursement from principal
collections of Nonrecoverable Advances, the Uncertificated Principal Balance of each REMIC I Regular Interest shall not otherwise
be increased or reduced. Deemed distributions to REMIC II in reimbursement of any Realized Losses and Additional Trust Fund
Expenses previously deemed allocated to a REMIC I Regular Interest, shall not constitute deemed distributions of principal
and shall not result in any reduction of the Uncertificated Principal Balance of such REMIC I Regular Interest.


 


(f)            The per annum rate at which each REMIC I Regular Interest shall accrue interest during each Interest
Accrual Period is herein referred to as its “REMIC I Remittance Rate”. The REMIC I Remittance Rate in respect
of any particular REMIC I Regular Interest, for any Interest


 






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Accrual Period, shall equal: (A) if the related Original
Mortgage Loan is or was, as the case may be, a 30/360 Mortgage Loan, the related Net Mortgage Rate then in effect (including as
a result of any step-up provision) for the related Original Mortgage Loan under the original terms of such Mortgage Loan in effect
as of the Closing Date (without regard to any modifications, extensions, waivers or amendments of such Mortgage Loan subsequent
to the Closing Date, whether entered into by the Master Servicer or the Special Servicer or in connection with any bankruptcy,
insolvency or other similar proceeding involving the related Borrower or otherwise) and (B) if the related Original Mortgage
Loan is or was, as the case may be, an Actual/360 Mortgage Loan, a fraction (expressed as a percentage), the numerator of which
is the product of 12 times the Adjusted Actual/360 Accrued Interest Amount with respect to such REMIC I Regular Interest for
such Interest Accrual Period, and the denominator of which is the Uncertificated Principal Balance of such REMIC I Regular
Interest immediately prior to the Distribution Date that corresponds to such Interest Accrual Period.


 


The “Adjusted
Actual/360 Accrued Interest Amount” with respect to any REMIC I Regular Interest referred to in clause (B)
of the second sentence of the prior paragraph, for any Interest Accrual Period, is an amount of interest equal to the product of
(a) the Net Mortgage Rate then in effect (including as a result of any step-up provision) for the related Mortgage Loan under
the original terms of such Mortgage Loan in effect as of the Closing Date (without regard to any modifications, extensions, waivers
or amendments of such Mortgage Loan subsequent to the Closing Date, whether entered into by the Master Servicer or the Special
Servicer or in connection with any bankruptcy, insolvency or other similar proceeding involving the related Borrower or otherwise),
multiplied by (b) a fraction, the numerator of which is the number of days in such Interest Accrual Period, and the
denominator of which is 360, multiplied by (c) the Uncertificated Principal Balance of such REMIC I Regular Interest
immediately prior to the Distribution Date that corresponds to such Interest Accrual Period; provided that, if the subject
Interest Accrual Period occurs during (x) December of any year that does not immediately precede a leap year or (y) January
of any year, then the amount of interest calculated with respect to the subject REMIC I Regular Interest pursuant to this
definition for such Interest Accrual Period without regard to this proviso shall be decreased by the Interest Reserve Amount, if
any (and the fraction described in clause (B) of the second sentence of the preceding paragraph shall be adjusted accordingly),
with respect to the related Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) transferred, in accordance
with Section 3.04(c), from the Distribution Account to the Interest Reserve Account on the Master Servicer Remittance
Date that occurs immediately following the end of such Interest Accrual Period; and provided, further, that, if the
subject Interest Accrual Period occurs during February of any year (or during any December or January preceding the month of the
Final Distribution Date), then the amount of interest calculated with respect to the subject REMIC I Regular Interest pursuant
to this definition for such Interest Accrual Period without regard to this proviso shall be increased by the Interest Reserve Amount(s),
if any (and the fraction described in clause (B) of the second sentence of the preceding paragraph shall be adjusted
accordingly), with respect to the related Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) transferred,
in accordance with Section 3.05(c), from the Interest Reserve Account to the Distribution Account on the Master Servicer
Remittance Date that occurs immediately following the end of such Interest Accrual Period.


 






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(g)          Each REMIC I Regular Interest shall bear interest. Such interest shall be calculated on a 30/360 Basis and,
during each Interest Accrual Period, such interest shall accrue at the REMIC I Remittance Rate with respect to such REMIC I
Regular Interest for such Interest Accrual Period on the Uncertificated Principal Balance of such REMIC I Regular Interest
outstanding immediately prior to the related Distribution Date. The total amount of interest accrued with respect to each REMIC I
Regular Interest during each Interest Accrual Period is referred to herein as its “Uncertificated Accrued Interest”
for such Interest Accrual Period. The portion of the Uncertificated Accrued Interest with respect to any REMIC I Regular Interest
for any Interest Accrual Period that shall be distributable to REMIC II, as the holder of such REMIC I Regular Interest,
on the related Distribution Date pursuant to Section 4.01(j), shall be an amount (herein referred to as the “Uncertificated
Distributable Interest” with respect to such REMIC I Regular Interest for the related Distribution Date) equal to
(i) the Uncertificated Accrued Interest with respect to such REMIC I Regular Interest for the related Interest Accrual
Period, reduced (to not less than zero) by (ii) the portion of any Net Aggregate Prepayment Interest Shortfall for such Distribution
Date that is allocable to such REMIC I Regular Interest. For purposes of the foregoing, the Net Aggregate Prepayment Interest
Shortfall, if any, for each Distribution Date shall be allocated among all the REMIC I Regular Interests on a pro rata
basis in accordance with their respective amounts of Uncertificated Accrued Interest for the related Interest Accrual Period. If
the entire Uncertificated Distributable Interest with respect to any REMIC I Regular Interest for any Distribution Date is
not deemed distributed to REMIC II, as the holder of such REMIC I Regular Interest, on such Distribution Date pursuant
to Section 4.01(j), then the unpaid portion of such Uncertificated Distributable Interest shall be distributable with
respect to such REMIC I Regular Interest for future Distribution Dates as provided in such Section 4.01(j).


 


(h)          Solely for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the Latest Possible Maturity
Date for each REMIC I Regular Interest shall be the date that is the Rated Final Distribution Date.


 


(i)           The REMIC I Residual Interest will not have a principal balance and will not bear interest.


 


Section
2.12        Conveyance
of the REMIC I Regular Interests; Acceptance of the REMIC I Regular Interests by Trustee. The Depositor, as of the Closing
Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all of its right,
title and interest in and to the REMIC I Regular Interests to the Trustee for the benefit of the Holders of the Regular Certificates
and the Class R Certificates. The Trustee acknowledges the assignment to it of the REMIC I Regular Interests and declares
that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Regular
Certificates and the Class R Certificates.


 


Section
2.13        Creation
of REMIC II; Issuance of the REMIC II Regular Interests and the REMIC II Residual Interest; Certain Matters Involving
REMIC II. (a) It is the intention of the parties hereto that the segregated pool of assets consisting of the REMIC I
Regular Interests constitute a REMIC for federal income tax purposes and, further, that such segregated pool of assets be designated
as “REMIC II”. The Closing Date is hereby designated as the “Startup Day” of REMIC II within
the meaning of Section 860G(a)(9) of the Code.


 






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(b)           Concurrently with the assignment of the REMIC I Regular Interests to the Trustee pursuant to Section 2.12
and in exchange therefor, the REMIC II Regular Interests and the REMIC II Residual Interest shall be issued. None of
the REMIC II Regular Interests shall be certificated. The REMIC II Regular Interests and the REMIC II Residual Interest
shall collectively constitute the entire beneficial ownership of REMIC II.


 


(c)            The REMIC II Regular Interests shall constitute the “regular interests” (within the meaning of Section 860G(a)(1)
of the Code), and the REMIC II Residual Interest shall constitute the sole “residual interest” (within the meaning
of Section 860G(a)(2) of the Code), in REMIC II. None of the parties hereto, to the extent it is within the control thereof,
shall create or permit the creation of any other “interests” in REMIC II (within the meaning of Treasury Regulations
Section 1.860D-1(b)(1)).


 


(d)           The REMIC II Regular Interests will have the alphabetic or alphanumeric designations indicated in the table
set forth in the Preliminary Statement under the caption “REMIC II”.


 


(e)           Each REMIC II Regular Interest shall have an Uncertificated Principal Balance. As of the Closing Date, the Uncertificated
Principal Balance of each REMIC II Regular Interest shall equal the amount set forth opposite such REMIC II Regular Interest
in the table set forth in the Preliminary Statement under the caption “REMIC II”. On each Distribution Date, the
Uncertificated Principal Balance of each REMIC II Regular Interest shall be (1) permanently reduced by any distributions
of principal deemed made with respect to such REMIC II Regular Interest on such Distribution Date pursuant to Section 4.01(i),
and (2) further adjusted in the manner and to the extent provided in Section 4.04(b). Except as provided in the
preceding sentence and except to the extent of the recovery of amounts previously allocated as a Realized Loss as a result of the
reimbursement from principal collections of Nonrecoverable Advances, the Uncertificated Principal Balance of each REMIC II
Regular Interest shall not otherwise be increased or reduced. Deemed distributions to REMIC III in reimbursement of any Realized
Losses and Additional Trust Fund Expenses previously deemed allocated to a REMIC II Regular Interest, shall not constitute
deemed distributions of principal and shall not result in any reduction of the Uncertificated Principal Balance of such REMIC II
Regular Interest.


 


The per annum
rate at which each REMIC II Regular Interest shall accrue interest during each Interest Accrual Period is herein referred
to as its “REMIC II Remittance Rate”. The REMIC II Remittance Rate with respect to each REMIC II Regular
Interest for any Interest Accrual Period shall be the WAC Rate for such Interest Accrual Period.


 


(f)            Each REMIC II Regular Interest shall bear interest. Such interest shall be calculated on a 30/360 Basis and,
during each Interest Accrual Period, such interest shall accrue at the REMIC II Remittance Rate with respect to such REMIC II
Regular Interest for such Interest Accrual Period on the Uncertificated Principal Balance of such REMIC II Regular Interest
outstanding immediately prior to the related Distribution Date. The total amount of interest accrued with respect to each REMIC II
Regular Interest during each Interest Accrual Period is referred to herein as its “Uncertificated Accrued Interest”
for such Interest Accrual Period. The portion of the Uncertificated Accrued Interest with respect to any REMIC II Regular
Interest for any Interest Accrual Period that shall be distributable to REMIC III, as the


 






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holder of such REMIC II Regular
Interest, on the related Distribution Date pursuant to Section 4.01(i), shall be an amount (herein referred to as the
“Uncertificated Distributable Interest” with respect to such REMIC II Regular Interest for the related Distribution
Date) equal to (i) the Uncertificated Accrued Interest with respect to such REMIC II Regular Interest for the related
Interest Accrual Period, reduced (to not less than zero) by (ii) the portion of any Net Aggregate Prepayment Interest Shortfall
for such Distribution Date that is allocable to such REMIC II Regular Interest. For purposes of the foregoing, the Net Aggregate
Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated among all the REMIC II Regular Interests
on a pro rata basis in accordance with their respective amounts of Uncertificated Accrued Interest for the related
Interest Accrual Period. If the entire Uncertificated Distributable Interest with respect to any REMIC II Regular Interest
for any Distribution Date is not deemed distributed to REMIC III, as the holder of such REMIC II Regular Interest, on
such Distribution Date pursuant to Section 4.01(i), then the unpaid portion of such Uncertificated Distributable Interest
shall be distributable with respect to such REMIC II Regular Interest for future Distribution Dates as provided in such Section 4.01(i).


 


(g)         
Solely for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the Latest Possible Maturity
Date for each REMIC II Regular Interest shall be the Rated Final Distribution Date.


 


(h)         
The REMIC II Residual Interest shall not have a principal balance and shall not bear interest.


 


Section
2.14        Conveyance
of the REMIC II Regular Interests; Acceptance of the REMIC II Regular Interests by Trustee. The Depositor, as of the
Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all of its
right, title and interest in and to the REMIC II Regular Interests to the Trustee for the benefit of the Holders of the Regular
Certificates and the Class R Certificates. The Trustee acknowledges the assignment to it of the REMIC II Regular Interests
and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders
of the Regular Certificates and the Class R Certificates.


 


Section
2.15        Creation
of REMIC III; Issuance of the Regular Certificates, the Class A-S Regular Interest, the Class B Regular Interest,
the Class C Regular Interest, the REMIC III Components and the REMIC III Residual Interest; Certain Matters Involving
REMIC III and the Class A-S, Class B, Class C and Class PEX Certificates. (a) It is the intention of the parties
hereto that the segregated pool of assets consisting of the REMIC II Regular Interests constitute a REMIC for federal income
tax purposes and, further, that such segregated pool of assets be designated as “REMIC III”. The Closing Date
is hereby designated as the “Startup Day” of REMIC III within the meaning of Section 860G(a)(9) of the Code.


 


(b)         
Concurrently with the assignment of the REMIC II Regular Interests to the Trustee pursuant to Section 2.14
and in exchange therefor, the REMIC III Residual Interest shall be issued and the Certificate Administrator shall execute,
and the Authenticating Agent shall authenticate and deliver, to or upon the order of the Depositor, (i) the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class X-D, Class D,
Class E, Class F and Class G Certificates in authorized denominations and (ii) the Class A-S Regular Interest,


 






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Class B Regular Interest and Class C Regular Interest, and the Depositor does hereby assign without recourse all of its
right, title and interest in and to the Class A-S Regular Interest, Class B Regular Interest and Class C Regular
Interest to the Trustee for the benefit of (i) in the case of the Class A-S Regular Interest, the Holders of the Class A-S
Certificates and the Class A-S-PEX Component, (ii) in the case of the Class B Regular Interest, the Holders of the
Class B Certificates and the Class B-PEX Component, and (iii) in the case of the Class C Regular Interest,
the Holders of the Class C Certificates and the Class C-PEX Component. The Class X-A Certificates shall evidence
the ownership of six (6) “regular interests” corresponding to the REMIC III Components whose designations
are described in the first sentence under the caption “REMIC III—Designations of the REMIC III Components”
in the Preliminary Statement hereto, the Class X-B Certificates shall evidence the ownership of one (1) “regular
interest” corresponding to the REMIC III Component whose designation is described in the second sentence under the caption
“REMIC III—Designations of the REMIC III Components” in the Preliminary Statement hereto and the Class X-D
Certificates shall evidence the ownership of one (1) “regular interest” corresponding to the REMIC III Component
whose designation is described in the third sentence under the caption “REMIC III—Designations of the REMIC III
Components” in the Preliminary Statement hereto. The interests evidenced by the Regular Certificates, together with the Class A-S
Regular Interest, Class B Regular Interest and Class C Regular Interest and the REMIC III Residual Interest, shall
collectively constitute the entire beneficial ownership of REMIC III.


 


(c)           The Regular Certificates (in the case of those Principal Balance Certificates), the Class A-S Regular Interest,
Class B Regular Interest and Class C Regular Interest and the REMIC III Components (in the case of the Interest
Only Certificates), shall constitute the “regular interests” (within the meaning of Section 860G(a)(1) of the
Code), and the REMIC III Residual Interest shall constitute the sole “residual interest” (within the meaning of
Section 860G(a)(2) of the Code), in REMIC III. None of the parties hereto, to the extent it is within the control thereof,
shall create or permit the creation of any other “interests” in REMIC III (within the meaning of Treasury Regulations
Section 1.860D-1(b)(1)).


 


(d)           [Reserved].


 


(e)           Each Class of Principal Balance Certificates and each of the Class A-S Regular Interest, Class B Regular
Interest and Class C Regular Interest shall have a Class Principal Balance. As of the Closing Date, the Class Principal Balance
of each such Class of Principal Balance Certificates or Regular Interests shall equal the amount set forth opposite such Class
of Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable,
in the table set forth in the Preliminary Statement under the caption “REMIC III”. On each Distribution Date,
the Class Principal Balance of each such Class of Principal Balance Certificates or the Class A-S Regular Interest, Class B
Regular Interest or Class C Regular Interest, as applicable, shall be permanently reduced by any distributions of principal
made in respect of such Class on such Distribution Date pursuant to Section 4.01(a) and shall be further adjusted in
the manner and to the extent provided in Section 4.04(a). Except as provided in the preceding sentence and except to
the extent of the recovery of amounts previously allocated as a Realized Loss as a result of the reimbursement from principal collections
of Nonrecoverable Advances, the Class Principal Balance of each such Class of Principal Balance Certificates or the Class A-S
Regular Interest, Class B Regular Interest or


 






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Class C Regular Interest, as applicable, shall not otherwise be increased
or reduced. Distributions in reimbursement of the Holders of any such Class of Principal Balance Certificates or the Class A-S
Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable, for previously allocated Realized
Losses and Additional Trust Fund Expenses shall not constitute distributions of principal and shall not result in any reduction
of the Certificate Principal Balances of such Principal Balance Certificates or Class A-S Regular Interest, Class B Regular
Interest or Class C Regular Interest or of the related Class Principal Balance of such Class of Principal Balance Certificate
or Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest.


 


The Interest Only Certificates
shall not have principal balances. For purposes of accruing interest, however, each Class of Interest Only Certificates shall have
or be deemed to have a Class Notional Amount that is, as of any date of determination, equal to: (i)  in the case of the Class X-A
Certificates, the total of the then Component Notional Amounts of the REMIC III Components of the Class X-A Certificates;
(ii) in the case of the Class X-B Certificates, the then Component Notional Amount of the REMIC III Component of
the Class X-B Certificates; and (iii) in the case of the Class X-D Certificates, the then Component Notional Amount
of the REMIC III Component of the Class X-D Certificates.


 


None of the REMIC III
Components of the Class X-A Certificates, the REMIC III Component of the Class X-B Certificates or the REMIC III Component of the
Class X-D Certificates shall have a principal balance. For purposes of accruing interest, however, each REMIC III Component of
the Class X-A Certificates, the REMIC III Component of the Class X-B Certificates and the REMIC III Component of the Class X-D
Certificates shall have a Component Notional Amount. The Component Notional Amount of each REMIC III Component of the Class X-A
Certificates is, as of any date of determination, equal to the then-current Uncertificated Principal Balance of the REMIC II Regular
Interest that is the Corresponding REMIC II Regular Interest for such REMIC III Component. The Component Notional Amount of the
REMIC III Component of the Class X-B Certificates is, as of any date of determination, equal to the then-current Uncertificated
Principal Balance of the REMIC II Regular Interest that is the Corresponding REMIC II Regular Interest for such REMIC III Component.
The Component Notional Amount of the REMIC III Component of the Class X-D Certificates is, as of any date of determination, equal
to the then-current Uncertificated Principal Balance of the REMIC II Regular Interest that is the Corresponding REMIC II Regular
Interest for such REMIC III Component.


 


(f)          
Each Class of Regular Certificates, each of the Class A-S, Class B and Class C Certificates, each
of the Class PEX Components, and each of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular
Interest, shall have or be deemed to have a Pass-Through Rate as set forth in the definition of “Pass-Through Rate.”
The Class PEX Certificates shall not have a Pass-Through Rate, but will be entitled to receive the sum of the interest distributable
on the Class PEX Components.


 


(g)         
Solely for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the Latest Possible Maturity
Date for each Class of Regular Certificates (other than the Class A-S, Class B, Class C and Interest Only Certificates),
REMIC III


 






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Component and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest
shall be the Rated Final Distribution Date.


 


(h)         
The REMIC III Residual Interest shall not have a principal balance and shall not bear interest.


 


(i)          
The Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby
assign without recourse all the right, title and interest of the Depositor in and to the Class A-S Regular Interest, Class B
Regular Interest and Class C Regular Interest to the Trustee for the benefit of the respective Holders of (i) in the
case of the Class A-S Regular Interest, the Class A-S Certificates and the Class PEX Certificates in respect of the Class A-S-PEX
Component, (ii) in the case of the Class B Regular Interest, the Class B Certificates and the Class PEX Certificates
in respect of the Class B-PEX Component, and (iii) in the case of the Class C Regular Interest, the Class C
Certificates and the Class PEX Certificates in respect of the Class C-PEX Component. The Trustee further (i) acknowledges
the assignment to it of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, (ii) declares
that it holds and will hold the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest
in trust for the exclusive use and benefit of all present and future Holders of (A) in the case of the Class A-S Regular
Interest, the Class A-S Certificates and the Class A-S-PEX Component, (B) in the case of the Class B Regular
Interest, the Class B Certificates and the Class B-PEX Component, and (C) in the case of the Class C Regular
Interest, the Class C Certificates and the Class C-PEX Component, and (iii) declares that it has caused the Certificate
Registrar to execute, and has caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor,
in exchange for the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, and the Depositor
hereby acknowledges the receipt by it or its designees of the Class A-S, Class B, Class C and Class PEX Certificates
in authorized denominations.


 


Section
2.16       Issuance
of the Class R Certificates. Simultaneously with the issuance of the Regular Certificates and the Class A-S Regular Interest,
Class B Regular Interest and Class C Regular Interest, the Certificate Registrar shall execute, and the Authenticating
Agent shall authenticate and deliver, to or upon the order of the Depositor, the Class R Certificates in authorized denominations,
and evidencing the entire beneficial ownership of each of the REMIC I Residual Interest, the REMIC II Residual Interest
and the REMIC III Residual Interest. The rights of the Holders of the Class R Certificates to receive distributions from
the proceeds of the Trust Fund, and all ownership interests of such Holders in and to such distributions, shall be as set forth
in this Agreement.


 


Section
2.17       Grantor
Trust Pool; Issuance of the Class A-S, Class B, Class C and Class PEX Certificates. (a) It is the intention of the
parties hereto that: (i) the segregated pool of assets consisting of the Class A-S Specific Grantor Trust Assets shall
constitute a separate portion of the Trust Fund, and the Class A-S Certificates are hereby designated as representing undivided
beneficial interests in such portion of the Trust Fund; (ii) the segregated pool of assets consisting of the Class B
Specific Grantor Trust Assets shall constitute a separate portion of the Trust Fund, and the Class B Certificates are hereby
designated as representing undivided beneficial interests in such portion of the Trust Fund; (iii) the segregated pool of
assets consisting of the Class C Specific Grantor Trust Assets shall constitute a separate portion of the


 






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Trust Fund, and
the Class C Certificates are hereby designated as representing undivided beneficial interests in such portion of the Trust Fund;
(iv) the segregated pool of assets consisting of the Class PEX Specific Grantor Trust Assets shall constitute a separate portion
of the Trust Fund, and the Class PEX Certificates are hereby designated as representing undivided beneficial interests in such
portion of the Trust Fund; (v) such portions of the Trust Fund collectively constitute a Grantor Trust for federal income
tax purposes; and (vi) such segregated pools of assets be collectively designated as the “Grantor Trust Pool”
and that the affairs of such portions of the Trust Fund shall be conducted so as to qualify as a Grantor Trust. The provisions
of this Agreement shall be interpreted consistently with the foregoing intention. The Trustee, by its execution and delivery hereof,
acknowledges the assignment to it of the assets of the Grantor Trust Pool and declares that it holds and will hold such assets
in trust for the exclusive use and benefit of all present and future Holders of the Class A-S, Class B, Class C
and Class PEX Certificates, as applicable.


 


(b)         
Simultaneously with the assignment to the Trustee of the assets included in the Grantor Trust Pool, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, to or upon the order of the Depositor, the
Class A-S, Class B, Class C and Class PEX Certificates in authorized denominations evidencing the entire beneficial
ownership of the related portions of the Grantor Trust Pool. The rights of the Holders of the Class A-S, Class B, Class C
and Class PEX Certificates to receive distributions from the related proceeds of the Grantor Trust Pool, and all ownership interests
of such Holders in and to such distributions, shall be as set forth in this Agreement.


 


Article
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section
3.01        General
Provisions. (a) Each of the Master Servicer and the Special Servicer shall service and administer the applicable Serviced
Mortgage Loans, the applicable Serviced Pari Passu Companion Loans and any applicable Administered REO Properties that it is obligated
(as provided below) to service and administer pursuant to this Agreement on behalf of the Trustee, and in the best interests and
for the benefit of the Certificateholders (or, in the case of any Serviced Loan Combination, of the Certificateholders and the
related Serviced Pari Passu Companion Loan Holder(s)) (as determined by the Master Servicer or the Special Servicer, as the case
may be, in its good faith and reasonable judgment), as a collective whole, in accordance with any and all applicable laws, the
terms of this Agreement, the terms of the respective Serviced Mortgage Loans and, in the case of any Serviced Loan Combination,
the terms of the related Intercreditor Agreement (provided that, in the event the Master Servicer or Special Servicer,
as applicable, in its reasonably exercised judgment determines that following the terms of any Mortgage Loan Document would or
potentially would result in an Adverse REMIC Event (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 Trust Fund Expense by withdrawal
from the Collection Account), the Master Servicer or the Special Servicer, as applicable, must comply with the REMIC Provisions
to the extent necessary to avoid an Adverse REMIC Event) and, to the extent consistent with the foregoing, in accordance with
the Servicing Standard. In clarification of, and neither in addition to nor in deletion of the duties and obligations of the Master
Servicer or the


 






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Special Servicer pursuant
to this Agreement, 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 Serviced Pari Passu Companion
Loan or shall 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 Master Servicing Fees or the right to be reimbursed for Advances). Any provision
in this Agreement for any Advance by the Master Servicer, the Special Servicer or the Trustee is intended solely to provide liquidity
for the benefit of the Certificateholders and, if applicable, any Serviced Pari Passu Companion Loan Holders, 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. 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 (or, in the case of any Serviced Loan Combination, to the Certificateholders and the related Serviced
Pari Passu Companion Loan Holder(s)) in respect of a Mortgage Loan at any time after a determination of present value recovery
made in its reasonable and good faith judgment in accordance with the Servicing Standard by the Master Servicer or Special Servicer
hereunder at any time is less than the amount reflected in such determination. Without limiting the foregoing, and subject to
Section 3.21, (i) the Master Servicer shall service and administer all related Performing Serviced Mortgage Loans and
related Performing Serviced Pari Passu Companion Loans, (ii) the Special Servicer shall service and administer (x) each
Serviced Mortgage Loan and each Serviced Pari Passu Companion Loan (other than Corrected Mortgage Loans) as to which a Servicing
Transfer Event has occurred, and (y) each Administered REO Property; provided that the Master Servicer shall continue
to (A) make P&I Advances required hereunder with respect to each related Mortgage Loan that constitutes a Specially Serviced
Mortgage Loan and each related successor REO Mortgage Loan in respect thereof, (B) make Servicing Advances required hereunder
with respect to any related Specially Serviced Mortgage Loans and Administered REO Properties (and related REO Mortgage Loans),
(C) receive payments, collect information and deliver reports to the Certificate Administrator and the Trustee required hereunder
with respect to any related Specially Serviced Mortgage Loans and Administered REO Properties (and the related REO Mortgage Loans),
and (D) render such incidental services with respect to any related Specially Serviced Mortgage Loans and Administered REO
Properties as and to the extent as may be specifically provided for herein. In addition, the Master Servicer shall notify the
Special Servicer within three (3) Business Days following its receipt of any collections on any Specially Serviced Mortgage
Loan or REO Mortgage Loan, the Special Servicer shall within one Business Day thereafter notify the Master Servicer with instructions
on how to apply such collections and the Master Servicer shall apply such collections in accordance with such instructions within
one Business Day following the Master Servicer’s receipt of such notice.


 


(b)          
Subject to Section 3.01(a) and the other terms and provisions of this Agreement, the Master Servicer
and the Special Servicer shall each have full power and authority, acting alone or, subject to Section 3.22, through
Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem
necessary or desirable. Without limiting the generality of the foregoing, the Master Servicer (with respect to those Serviced Mortgage
Loans and any Serviced Pari Passu Companion Loan that it is obligated to service and administer pursuant to this Agreement) and
the Special Servicer (with respect to any Specially Serviced Mortgage Loans and Administered REO Properties that it is obligated
to service and administer pursuant to this Agreement), in its own name or in the name of the


 






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Trustee, is hereby authorized and
empowered by the Trustee (and in the case of any Serviced Loan Combination is, pursuant to the related Intercreditor Agreement,
authorized by the related Serviced Pari Passu Companion Loan Holder) to execute and deliver, on behalf of the Certificateholders,
the Trustee (and in the case of any Serviced Loan Combination), the related Serviced Pari Passu Companion Loan Holder, or any of
them: (i) 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 on the related Mortgaged Property and
other related collateral; (ii) 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 (iii) subject to Sections 3.08, 3.20
and 3.24) 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 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 or otherwise, consents
to other matters that pursuant to the applicable Mortgage Loan Documents require the consent of the holder of the Mortgage, 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 the 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 Serviced Mortgage Loan under the related Mortgage Loan Documents, lease subordination agreements,
non-disturbance and attornment agreements or other leasing or rental arrangements that may be requested by any Borrower or its
tenants, documents granting, modifying or releasing (or joining the Borrower therein) any easements, covenants, conditions, restrictions,
equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties, instruments relating to the
custody of any collateral that now secures or hereafter may secure any Serviced Mortgage Loan and any other consents. Subject to
Section 3.10, the Trustee shall, at the written request of a Servicing Officer of the Master Servicer or the Special
Servicer, furnish, or cause to be so furnished, to the Master Servicer or the Special Servicer, as the case may be, any limited
powers of attorney substantially in the form attached as Exhibit L hereto (or such other form as mutually agreed to
by the Trustee and the Master Servicer or Special Servicer, as applicable) and other documents (each of which shall be prepared
by the Master Servicer or the Special Servicer, as the case may be) necessary or appropriate to enable it to carry out its servicing
and administrative duties hereunder; provided that the Trustee shall not be held responsible or liable for any negligence
with respect to, or any willful misuse of, any such power of attorney by the Master Servicer or Special Servicer. Without limiting
the generality of the foregoing, the Trustee shall execute and deliver to the Master Servicer and the Special Servicer, on or before
the Closing Date, a power of attorney substantially in the form attached as Exhibit L hereto (or such other form as
mutually agreed to by the Trustee and the Master Servicer or Special Servicer, as applicable). Notwithstanding anything contained
herein to the contrary, neither the Master Servicer nor the Special Servicer shall, 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 Special Servicer’s, as applicable, representative capacity; provided, however, that in those jurisdictions
in which the foregoing requirement would not be legally or procedurally permissible, the Master Servicer or


 






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Special Servicer, as
applicable, shall provide five (5) Business Days’ prior written notice to the Trustee of the initiation of such action,
suit or proceeding (or provide such prior notice as the Master Servicer or Special Servicer, as applicable, shall determine in
its reasonable judgment exercised in accordance with the Servicing Standard, to be reasonably practicable prior to filing such
action, suit or proceeding) (and shall not be required to obtain the Trustee’s written consent or indicate the Master Servicer’s
or 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 registered to do business in any state. The Master Servicer and the Special Servicer shall
indemnify (out of its own funds without reimbursement therefor) the Trustee for any and all costs, liabilities and expenses incurred
by the Trustee in connection with the negligent or willful misuse of such power of attorney by the Master Servicer or the Special
Servicer, as the case may be.


 


(c)          
The Master Servicer or the Special Servicer, as the case may be, in accordance with this Agreement, shall service
and administer each Cross-Collateralized Group as a single Mortgage Loan as and when necessary and appropriate consistent with
the Servicing Standard and applicable law and in accordance with this Agreement.


 


(d)          
The relationship of the Master Servicer and the Special Servicer to the Trustee and, unless they are the same Person,
one another 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)          
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that each of the Master
Servicer’s and Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and Special
Servicer’s authority with respect to the Non-Serviced Loan Combinations and any REO Property that is not an Administered
REO Property is limited by and subject to the terms of the related Intercreditor Agreements and the rights, responsibilities and
obligations of the Non-Trust Master Servicer, the Non-Trust Special Servicer and the Non-Trust Trustee under the Non-Trust Pooling
and Servicing Agreement. The Master Servicer shall, to the extent directed and instructed as contemplated by Section 3.01(g),
enforce the rights of the Trustee (as holder of each Non-Trust-Serviced Pooled Mortgage Loan) under the related Intercreditor Agreement
and the Non-Trust Pooling and Servicing Agreement.


 


(f)           
Nothing contained in this Agreement shall limit the ability of the Master Servicer or Special Servicer to lend money
to (to the extent not secured, in whole or in part, by any Mortgaged Property), accept deposits from and otherwise generally engage
in any kind of business or dealings with any Borrower as though the Master Servicer or 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.


 


(g)          
The parties hereto acknowledge that each Non-Trust-Serviced Pooled Mortgage Loan and any REO Property that is not
an Administered REO Property is subject to the terms and conditions of the related Intercreditor Agreement and the related Non-Trust
Pooling and Servicing Agreement. The parties hereto recognize the respective rights and obligations of the “Initial Note
Holders” and “Note Holders” (or the analogous term) under the Intercreditor Agreements for such Non-Trust-Serviced
Pooled Mortgage Loans, including with respect to the allocation of collections and losses on or in respect of such Non-Trust-Serviced
Pooled Mortgage Loans and the related Non-Serviced Companion Loans and the making of payments to the


 






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“Initial Note Holders”
and “Note Holders” in accordance with each such Intercreditor Agreement and the related Non-Trust Pooling and Servicing
Agreement. The parties hereto further acknowledge that, pursuant to the related Intercreditor Agreement(s) for each Non-Trust-Serviced
Pooled Mortgage Loan and any REO Property that is not an Administered REO Property, each Non-Trust-Serviced Pooled Mortgage Loan,
the related Non-Serviced Companion Loan and any REO Property that is not an Administered REO Property are to be serviced and administered
by the related Non-Trust Master Servicer and related Non-Trust Special Servicer in accordance with the related Non-Trust Pooling
and Servicing Agreement. Although each Non-Trust-Serviced Pooled Mortgage Loan is not a Serviced Mortgage Loan hereunder, the Master
Servicer hereunder for each such Non-Trust-Serviced Pooled Mortgage Loan shall have certain duties as set forth herein and shall
constitute the “Master Servicer” hereunder with respect to each such Non-Trust-Serviced Pooled Mortgage Loan. The Special
Servicer shall have no obligations under this Agreement for servicing any Non-Serviced Loan Combinations or related REO Property.


 


With respect to any
Non-Trust-Serviced Pooled Mortgage Loan, the parties to this Agreement shall have no obligation or authority to supervise respective
parties to the Non-Trust Pooling and Servicing Agreement (but this statement shall not relieve them of liabilities they may otherwise
have in their capacities as parties to the Non-Trust Pooling and Servicing Agreement) or to make Servicing Advances with respect
to any such Non-Trust-Serviced Pooled Mortgage Loan. If there are at any time amounts due from the Trust, as holder of a Non-Trust-Serviced
Pooled Mortgage Loan, to any party under the related Intercreditor Agreement or the related Non-Trust Pooling and Servicing Agreement
pursuant to the terms thereof, the Master Servicer shall notify the Special Servicer and the Subordinate Class Representative,
and the Master Servicer shall pay such amounts out of the Collection Account. Except as otherwise expressly addressed in Section 3.20,
if a party to the Non-Trust Pooling and Servicing Agreement related to a Non-Trust-Serviced Pooled Mortgage Loan requests the Trustee
to consent to a modification, waiver or amendment of, or other loan-level action related to, such Non-Trust-Serviced Pooled Mortgage
Loan, then the Trustee shall promptly deliver a copy of such request to the Master Servicer to be addressed by the Master Servicer
pursuant to Section 3.20(g); provided that, if such Non-Trust-Serviced Pooled Mortgage Loan were serviced hereunder
and such action would not be permitted without Rating Agency Confirmation, then the Master Servicer shall not grant such direction
without first having obtained such Rating Agency Confirmation (payable at the expense of the party requesting such approval of
the Trustee, if a Certificateholder or a party to this Agreement, otherwise from the Collection Account). If a Responsible Officer
of the Trustee receives actual notice of a “servicer termination event” (or other similar term) under the related Non-Trust
Pooling and Servicing Agreement, then (during any Subordinate Control Period or Collective Consultation Period) the Trustee shall
notify (in writing), and direct the Master Servicer to act in accordance with the instructions of, the Subordinate Class Representative
(other than with respect to any Non-Trust-Serviced Pooled Mortgage Loan that is a related Excluded Loan); provided that,
during a Senior Consultation Period, or if such instructions are not provided within a reasonable time period (not to exceed ten
(10) Business Days or such lesser response time as is afforded under the related Non-Trust Pooling and Servicing Agreement),
or if the Master Servicer is not permitted by the Non-Trust Pooling and Servicing Agreement to follow such instructions, or if
the matter is with respect to an Excluded Loan with respect to which the Subordinate Class Representative is a Borrower Party,
then the Trustee shall direct the Master Servicer to take such action or inaction (to the


 






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extent permitted by the Non-Trust Pooling
and Servicing Agreement), as directed in writing by the Holders of the Certificates entitled to a majority of the Voting Rights
(such direction communicated to the Master Servicer by the Trustee) within a reasonable period of time that does not exceed such
response time as is afforded under the related Non-Trust Pooling and Servicing Agreement. If the Trustee receives a request from
any party to a Non-Trust Pooling and Servicing Agreement for consent to or approval of a modification, waiver or amendment of such
Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, or the adoption of any servicing agreement
that is the successor to and/or in replacement of such Non-Trust Pooling and Servicing Agreement in effect as of the Closing Date
or a change in servicer under such Non-Trust Pooling and Servicing Agreement, then the Trustee shall not grant such consent or
approval unless it receives the consent of the Master Servicer under this Agreement, the consent of the Subordinate Class Representative
(during any Subordinate Control Period or Collective Consultation Period and other than with respect to any Non-Trust-Serviced
Pooled Mortgage Loan that is a related Excluded Loan) and a Rating Agency Confirmation (at the expense of the party requesting
such approval of the Trustee, if a Certificateholder or a party to this Agreement, otherwise from the Collection Account) from
each Rating Agency to the effect that such consent or approval would not result in an Adverse Rating Event with respect to any
Class of Rated Certificates. During the continuation of any “servicer termination event” (or other similar term) under
a Non-Trust Pooling and Servicing Agreement, each of the Trustee, the Master Servicer and the Special Servicer shall have the right
(but not the obligation) to take all actions to enforce its rights and remedies and to protect the interests, and enforce the rights
and remedies, of the Trust (including the institution and prosecution of all judicial, administrative and other proceedings and
the filings of proofs of claim and debt in connection therewith). The reasonable costs and expenses incurred by the Master Servicer
or the Special Servicer in connection with such enforcement shall be an Additional Trust Fund Expense. The Trustee, the Master
Servicer and the Special Servicer shall each promptly forward all material notices or other communications delivered to it in connection
with each Non-Trust Pooling and Servicing Agreement to the other such parties, the Depositor and (other than with respect to any
Non-Trust-Serviced Pooled Mortgage Loan that is a related Excluded Loan) the Subordinate Class Representative and, if such
notice or communication is in the nature of a notice or communication that would be required to be delivered to the Rating Agencies
if the related Non-Trust-Serviced Pooled Mortgage Loan were a Serviced Mortgage Loan, to the Rule 17g-5 Information Provider
(who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)).
Any obligation of the Master Servicer or Special Servicer, as applicable, to provide information and collections to the Trustee,
the Certificate Administrator and the Certificateholders with respect to any Non-Trust-Serviced Pooled Mortgage Loan shall be dependent
on its receipt of the corresponding information and collections from the related Non-Trust Master Servicer or the related Non-Trust
Special Servicer.


 


(h)         
With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the parties to this Agreement agree as follows:


 


(i)         
the Trust shall be responsible for its pro rata share of any “Nonrecoverable Servicing Advances”
(or analogous term) (as defined in the related Non-Trust Pooling and Servicing Agreement) (and advance interest thereon) and any
“Additional Trust Fund Expenses” (or analogous term) (as defined in the related Non-Trust Pooling and Servicing Agreement),
but only to


 






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the extent that they relate to servicing and administration of the related Non-Serviced Loan Combination, including
without limitation, any unpaid “Special Servicing Fees”, “Liquidation Fees” and “Workout Fees”
(or analogous terms) (each, as defined in the related Non-Trust Pooling and Servicing Agreement) relating to the related Non-Serviced
Loan Combination, and that if the funds received with respect to the related Non-Serviced Loan Combination are insufficient to
cover “Servicing Advances” or “Additional Trust Fund Expenses” (or analogous terms) (each as defined in
the related Non-Trust Pooling and Servicing Agreement), (i) the Master Servicer shall, promptly following notice from the
Non-Trust Master Servicer, reimburse the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Certificate Administrator
or the Non-Trust Trustee, as applicable (such reimbursement, to the extent owed to the Non-Trust Special Servicer, the Non-Trust
Certificate Administrator or the Non-Trust Trustee, may be paid by the Master Servicer to the Non-Trust Master Servicer, who shall
pay such amounts to the Non-Trust Special Servicer, the Non-Trust Certificate Administrator or the Non-Trust Trustee, as applicable),
out of general collections in the Collection Account for the Trust’s pro rata share of any such “Nonrecoverable
Servicing Advances” and/or “Additional Trust Fund Expenses”, and (ii) if the related Non-Trust Pooling and
Servicing Agreement permits the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Certificate Administrator
or the Non-Trust Trustee to reimburse itself from the related trust’s general collections, then the parties to this Agreement
hereby acknowledge and agree that the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Certificate Administrator
or the Non-Trust Trustee, as applicable, may do so and the Master Servicer shall be required to, promptly following notice from
the Non-Trust Master Servicer, reimburse the related trust out of general collections in the Collection Account for the Trust’s
pro rata share of any such “Nonrecoverable Servicing Advances” and/or “Additional Trust Fund Expenses”;


 


(ii)        
each of the Indemnified Parties shall be indemnified (as and to the same extent the related trust established pursuant
to the related Non-Trust Pooling and Servicing Agreement is required to indemnify each of such Indemnified Parties in respect of
other mortgage loans in such trust pursuant to the terms of the related Non-Trust Pooling and Servicing Agreement) by the Trust,
against any of the Indemnified Items to the extent of the Trust’s pro rata share of such Indemnified Items,
and to the extent amounts on deposit in the “Pari Passu Companion Loan Custodial Account” (as such term or other similar
term is defined in the related Non-Trust Pooling and Servicing Agreement) are insufficient for reimbursement of such amounts, the
Master Servicer shall, promptly following notice from the Non-Trust Master Servicer, reimburse each of the applicable Indemnified
Parties for the Trust’s pro rata share of the insufficiency out of general funds in the Collection Account;


 


(iii)        the Certificate Administrator shall deliver to the Non-Trust Trustee, the Non-Trust Certificate Administrator, the
Non-Trust Special Servicer, the Non-Trust Master Servicer and the Non-Trust Trust Advisor (with a copy to


 






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be sent to the Master
Servicer and Special Servicer) (A) promptly following the Closing Date, written notice in the form of Exhibit U
attached hereto, stating that, as of the Closing Date, the Trustee is the holder of such Non-Trust-Serviced Pooled Mortgage Loan
and directing each such recipient 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-Trust-Serviced Pooled Mortgage Loan
under the related Intercreditor Agreement and the Non-Trust Pooling and Servicing Agreement (which notice shall also provide contact
information for the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the party designated
to exercise the rights of the “Non-Controlling Note Holder” under each Intercreditor Agreement), and (B) notice
of any subsequent change in the identity of the Master Servicer; and


 


(iv)        the Non-Trust Master Servicer, the Non-Trust Special Servicer and the related trust established pursuant to the related
Non-Trust Pooling and Servicing Agreement shall be third party beneficiaries of this Section 3.01(h).


 


(i)         
In the event that any Mortgage Loan included in any Serviced Loan Combination is no longer part of the Trust Fund,
such Mortgage Loan and the related Serviced Loan Combination shall continue to be serviced and administered under this Agreement
by the Master Servicer and the Special Servicer until a successor servicing agreement, acceptable to the parties thereto, is entered
into with the consent of the holder of such Mortgage Loan and the related Companion Loan; provided, however, that, as of the time
such Mortgage Loan is no longer part of the Trust Fund, such Serviced Loan Combination and the related Mortgaged Property shall
be serviced for the benefit of the holders of such Serviced Loan Combination as if they were the sole assets serviced and administered
hereunder, and the sole source of funds hereunder (other than with respect to the reimbursement of Nonrecoverable Advances made
while such Mortgage Loan was part of the Trust Fund) and that there shall be no further obligation of any Person to make P&I
Advances. The Master Servicing Fee, the Special Servicing Fee, the Liquidation Fee and/or the Workout Fee with respect to such
Serviced Loan Combination shall continue to be calculated based on the entire principal amount of such Serviced Loan Combination.
All amounts due the Master Servicer and the Special Servicer (including Advances and interest thereon) pursuant to this Agreement
and the applicable Intercreditor Agreement shall be paid to the Master Servicer and the Special Servicer on the first Master Servicer
Remittance Date following removal of the Mortgage Loan from the Trust Fund and any related Master Servicer Remittance Date thereafter.
In addition, until such time as a separate servicing agreement with respect to such Serviced Loan Combination and any related REO
Property has been entered into, notwithstanding that neither such Mortgage Loan nor any related REO Property is part of the Trust
Fund, the Custodian shall continue to hold the Mortgage File.


 


Section
3.02        Collection
of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall make efforts consistent with the Servicing
Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced
Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation,
all Special Servicing Fees,


 






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Workout Fees, Liquidation
Fees and other fees and compensation payable to the Master Servicer and to the Special Servicer to the extent the Borrower is
obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as
are consistent with the Servicing Standard; provided that the Master Servicer shall not, with respect to any Mortgage Loan
that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment
of Post-ARD Additional Interest (other than the making of requests for its collection), and the Special Servicer may do so only
if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement
action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of the Special
Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing
Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest
has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the Special Servicer, exercised
in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement
action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest;
provided that the Master Servicer or the Special Servicer, as the case may be, may take action to enforce the Trust Fund’s
right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with
the foregoing, the Master Servicer or the Special Servicer may grant case-by-case waivers of Default Charges in connection with
a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan.


 


(b)         
At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced
Mortgage Loan, the Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to
the Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date.


 


(c)         
With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the Master Servicer does not receive from a Non-Trust
Master Servicer any Monthly Payment or other amounts known by the Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage
Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement,
then the Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust
Trustee.


 


Section
3.03        Collection
of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall establish and
maintain one or more segregated accounts (“Servicing Accounts”), in which all Escrow Payments received by it
with respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, shall be deposited and retained, separate and
apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in
which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. As and to the extent consistent with
the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from
the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Serviced Mortgage Loan
or Serviced Pari Passu Companion Loan (together with interest earned thereon), only as follows: (i) to effect the payment
of real estate taxes, assessments, insurance premiums (including,


 






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premiums on any Environmental
Insurance Policy), ground rents (if applicable) and comparable items in respect of the related Mortgaged Property; (ii) to
reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for any unreimbursed Servicing Advances made
thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover any of the items described in the immediately
preceding clause (i); (iii) to refund to the related Borrower any sums as may be determined to be overages; (iv) to
pay interest or other income, if required and as described below, to the related Borrower on balances in the related Servicing
Account (or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of
any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the Master Servicer); (v) disburse
Insurance Proceeds if required to be applied to the repair or restoration of the related Mortgaged Property, (vi) after an
event of default, to pay the principal of, accrued interest on and any other amounts payable with respect to such Mortgage Loan
or Serviced Pari Passu Companion Loan; (vii) to withdraw amounts deposited in a Servicing Account in error; or (viii) to
clear and terminate the Servicing Accounts at the termination of this Agreement in accordance with Section 9.01. The
Master Servicer shall pay or cause to be paid to the related Borrowers interest and other income, if any, earned on the investment
of funds in Servicing Accounts maintained thereby, if and to the extent required by law or the terms of the related Mortgage Loan
Documents. If the Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited
therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding.
Promptly after any Escrow Payments are received by the Special Servicer from the Borrower under any Serviced Mortgage Loan or
Serviced Pari Passu Companion Loan, and in any event within one Business Day after any such receipt, the Special Servicer shall
remit such Escrow Payments to the Master Servicer for deposit in the applicable Servicing Account(s).


 


(b)         
The Master Servicer shall as to each related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including
each Specially Serviced Mortgage Loan): (i) maintain accurate records with respect to the related Mortgaged Property reflecting
the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance
premiums and any ground rents payable in respect thereof and (ii) 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 effect payment thereof prior
to the applicable penalty or termination date. For purposes of effecting any such payment with respect to any Serviced Mortgage
Loan or Serviced Pari Passu Companion Loan, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related
Mortgage Loan Documents; provided that if such Mortgage Loan or Serviced Pari Passu Companion Loan does not require the
related Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable)
and similar items, the Master Servicer (or, if such Mortgage Loan or the related Serviced Loan Combination becomes a Specially
Serviced Mortgage Loan, the Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts
to enforce the requirement of the related Mortgage Loan Documents that the related Borrower make payments in respect of such items
at the time they first become due.


 


(c)         
In accordance with the Servicing Standard, but subject to Section 3.11(h), the Master Servicer, with
respect to each related Serviced Mortgage Loan or Serviced Pari Passu


 






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Companion Loan (including each such Mortgage Loan or Serviced
Pari Passu Companion Loan that is a Specially Serviced Mortgage Loan) shall make a Servicing Advance with respect to the related
Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the timely payment of (i) real
estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance
Policies (including, premiums on any Environmental Insurance Policy), in each instance prior to the applicable penalty or termination
date, in each instance if and to the extent that (x) Escrow Payments (if any) collected from the related Borrower are insufficient
to pay such item when due, and (y) the related Borrower has failed to pay such item on a timely basis; provided that,
in the case of amounts described in the preceding clause (i), the Master Servicer shall not make a Servicing Advance
of any such amount if the Master Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts
will be paid by the related Borrower on or before the applicable penalty date, in which case the Master Servicer shall use efforts
consistent with the Servicing Standard to confirm whether such amounts have been paid and, subject to Section 3.11(h),
shall make a Servicing Advance of such amounts, if necessary, not later than five (5) Business Days following confirmation
by the Master Servicer that such amounts have not been paid by the applicable penalty date. All such Advances shall be reimbursable
in the first instance from related collections from the Borrowers and further as provided in Section 3.05(a). No costs
incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on
or in respect of any Mortgaged Property shall, for purposes hereof, including calculating monthly distributions to Certificateholders,
be added to the respective unpaid principal balances or Stated Principal Balances of the subject Mortgage Loan or Serviced Pari
Passu Companion Loan, notwithstanding that the terms of such Mortgage Loan or Serviced Pari Passu Companion Loan so permit; provided
that this sentence shall not be construed to limit the rights of the Master Servicer or Special Servicer on behalf of the Trust
to enforce any obligations of the related Borrower under such Mortgage Loan.


 


(d)          
The Master Servicer shall establish and maintain one or more accounts, which may be sub-account(s) of the Servicing
Accounts or segregated account(s) (“Reserve Accounts”), in which all Reserve Funds, if any, received by it with
respect to the Serviced Mortgage Loans or any Serviced Pari Passu Companion Loan, shall be deposited and retained, separate and
apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in
which Reserve Funds shall be held, each Reserve Account shall be an Eligible Account. As and to the extent consistent with the
Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from the Reserve
Accounts maintained by it, and may apply Reserve Funds held therein with respect to any Serviced Mortgage Loan or Serviced Pari
Passu Companion Loan (together with interest earned thereon), only as follows: (i) in the case of Reserve Funds that are intended
to cover specific costs and expenses, to pay for, or to reimburse the related Borrower in connection with, the costs associated
with the related tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or environmental testing
and remediation, litigation and/or other special expenses at or with respect to the related Mortgaged Property for which such Reserve
Funds were intended and to refund the related Borrower any sums as may be determined to be overages; (ii) in the case of Reserve
Funds intended to cover debt service payments, to apply amounts on deposit therein in respect of principal and interest on such
Mortgage Loan or Serviced Pari Passu Companion Loan; (iii) to reimburse the Master Servicer, the Special Servicer or the Trustee,
as applicable, for any


 






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unreimbursed Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan
to cover any of the items described in the immediately preceding clauses (i) and (ii) (or, if any such
Advance has become an Unliquidated Advance, to transfer to the Collection Account an amount equal to the reimbursement that would
otherwise have been made as described in this clause (iii)); (iv) subject to Section 3.20, to release
such Reserve Funds to the related Borrower if the conditions precedent for such release are satisfied or otherwise apply such Reserve
Funds in accordance with the related Mortgage Loan Documents if the conditions precedent for such release are not satisfied; (v) to
pay interest or other income, if required and as described below, to the related Borrower on balances in the Reserve Account (or,
if and to the extent not payable to the related Borrower, to pay such interest or other income (up to the amount of any Net Investment
Earnings in respect of such Reserve Account for each Collection Period) to the Master Servicer); (vi) to withdraw amounts
deposited in such Reserve Account in error; (vii) after an event of default, to pay the principal of, accrued interest on,
and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan; or (viii) to clear
and terminate the Reserve Account at the termination of this Agreement in accordance with Section 9.01. If the Borrower
under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan delivers a Letter of Credit in lieu of Reserve Funds, then
the Master Servicer, subject to Section 3.20, shall make draws on or reduce the amount of such Letter of Credit at
such times and for such purposes as it would have made withdrawals from or reductions of the amount of a Reserve Account and, to
the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, in order to convert
the amount of such Letter of Credit into Reserve Funds. Promptly after any Reserve Funds are received by the Special Servicer from
any Borrower, and in any event within one Business Day of such receipt, the Special Servicer shall remit such Reserve Funds to
the Master Servicer for deposit in the applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable attorneys’
fees and expenses, incurred by the Master Servicer or the Special Servicer to enable the Master Servicer or the Special Servicer,
as the case may be, to make any draw under any Letter of Credit shall constitute a Servicing Advance, and the Master Servicer or
the Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the
extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan or Serviced Pari Passu Companion
Loan.


 


(e)          
To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms
of the Mortgage Loan Documents for a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the Master Servicer shall request
from the related Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date
as of which such plan is required to be established or completed. To the extent any other action or remediation with respect to
environmental matters is required to have been taken or completed pursuant to the terms of a Serviced Mortgage Loan or Serviced
Pari Passu Companion Loan, the Master Servicer shall request from the related Borrower written confirmation of such action and
remediation within a reasonable time after the later of the Closing Date and the date as of which such action or remediation are
required to have been taken or completed. To the extent that a Borrower shall fail to promptly respond to any inquiry described
in this Section 3.03(e), the Master Servicer shall notify the Trustee, the Special Servicer, the Subordinate Class Representative
(other than with respect to any related Excluded Loan), the Majority Subordinate Certificateholder (other than with respect to
any related Excluded Loan) and (if affected) the related Serviced Pari Passu Companion Loan Holder(s).


 






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The Master Servicer shall
promptly notify the Trustee, the Special Servicer, the Subordinate Class Representative (other than with respect to any related
Excluded Loan) and any affected Serviced Pari Passu Companion Loan Holders if the Master Servicer determines that the Borrower
under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan has failed to perform its obligations under such Serviced
Mortgage Loan or Serviced Pari Passu Companion Loan in respect of environmental matters.


 


(f)         
Subject to applicable law and the terms of the related Mortgage Loan Documents, funds in the Servicing Accounts and
the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06.


 


(g)         
With respect to each Serviced Mortgage Loan or Serviced Pari Passu Companion Loan that requires the related Borrower
to establish and maintain one or more lock-box, cash management or similar accounts, the Master Servicer shall establish and maintain,
in accordance with the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents.
No such lock-box account is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require. The Master
Servicer shall apply the funds deposited in such accounts in accordance with terms of the related Mortgage Loan Documents, any
lock-box, cash management or similar agreement and the Servicing Standard.


 


Section
3.04       Collection
Account, Distribution Account, Interest Reserve Account, Excess Liquidation Proceeds Account, Serviced Pari Passu Companion Loan
Custodial Account and Loss of Value Reserve Fund. (a) The Master Servicer shall segregate and hold all funds collected and received
by it in connection with the Mortgage Loans separate and apart from its own funds and general assets. In connection therewith,
the Master Servicer shall establish and maintain one or more segregated accounts as the Collection Account, in which the funds
described below are to be deposited and held on behalf of the Trustee for the benefit of the Certificateholders. Each account that
constitutes the Collection Account shall be an Eligible Account. The Master Servicer shall deposit or cause to be deposited in
the Collection Account, within two Business Days of receipt (or in the case of any Non-Trust-Serviced Pooled Mortgage Loans, by
11:00 a.m. New York City time, on such second Business Day) by it of properly identified funds (in the case of payments by Borrowers
or other collections on the Mortgage Loans) or as otherwise required hereunder, the following payments and collections received
or made by or on behalf of the Master Servicer subsequent to the Closing Date with respect to the Mortgage Loans and any REO Properties
acquired in respect thereof (other than in respect of scheduled payments of principal and interest due and payable on such Mortgage
Loans on or before their respective Cut-off Dates (or, in the case of a Replacement Mortgage Loan, on or before the related date
of substitution), which payments shall be delivered promptly to the related Mortgage Loan Seller or its designee, with negotiable
instruments endorsed as necessary and appropriate without recourse):


 


(i)        
all payments (from whatever source) on account of principal of such Mortgage Loans, including Principal Prepayments;


 


(ii)       
all payments (from whatever source) on account of interest on such Mortgage Loans, including Default Interest;


 






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(iii)     
all Prepayment Premiums, Yield Maintenance Charges and/or late payment charges received with respect to such Mortgage
Loans;


 


(iv)      
all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received with respect to such Mortgage Loans
and/or, insofar as such payments and/or proceeds represent amounts allocable to reimburse Servicing Advances or pay Liquidation
Expenses and/or other servicing expenses in respect of the entire Serviced Loan Combination of which any such Mortgage Loan is
part;


 


(v)       
any amounts relating to such Serviced Mortgage Loans and/or Administered REO Properties required to be deposited
by the Master Servicer or the Special Servicer pursuant to Section 3.07(c) in connection with losses resulting from
a deductible clause in a blanket or master force-placed hazard insurance policy;


 


(vi)      
any amounts relating to an REO Property required to be transferred from the REO Account pursuant to Section 3.16(c);


 


(vii)    
to the extent not otherwise included in another clause of this Section 3.04(a), any payments collected
in respect of Unliquidated Advances on such Mortgage Loans in respect of amounts previously determined to constitute Nonrecoverable
Advances;


 


(viii)    
insofar as they do not constitute Escrow Payments or Reserve Funds, any amounts relating to such Mortgage Loans paid
by a Borrower specifically to cover items for which a Servicing Advance has been made or that represent a recovery of property
protection expenses from a Borrower; and


 


(ix)      
any Loss of Value Payments, as set forth in Section 3.05(h) of this Agreement.


 


Furthermore, the Master
Servicer shall deposit in the Collection Account any amounts required to be deposited by the Master Servicer pursuant to Section 3.06,
as and when required by such section, in connection with losses incurred with respect to Permitted Investments of funds held in
the Collection Account.


 


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 the Collection Account in accordance with the terms of Section 3.05 and
shall be entitled to instead pay such amount directly to the Person(s) entitled thereto.


 


The foregoing requirements
for deposit in the Collection Account shall be exclusive. Without limiting the generality of the foregoing, actual payments from
Borrowers in the nature of Escrow Payments, Reserve Funds, Assumption Fees, Assumption Application Fees, earn-out fees, extension
fees, Modification Fees, charges for beneficiary statements or demands, amounts collected for checks returned for insufficient
funds and other fees and amounts collected from Borrowers that constitute Additional Master Servicing Compensation and/or Additional
Special


 






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Servicing Compensation, need not be deposited by the Master Servicer in the Collection Account. The Master Servicer shall
promptly, and in any event within two (2) Business Days of the Master Servicer’s receipt of same, deliver to the Special
Servicer any of the foregoing items received by it with respect to any Mortgage Loan, if and to the extent that such items constitute
Additional Special Servicing Compensation payable to the Special Servicer. 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.


 


Upon receipt of any
of the amounts described in clauses (i) through (iv) and (vii) through (viii) of the first
paragraph of this Section 3.04(a) with respect to any Serviced Mortgage Loan, the Special Servicer shall promptly,
but in no event later than one Business Day after receipt, remit such amounts to the Master Servicer for deposit into the Collection
Account, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited
because of a restrictive endorsement. With respect to any such amounts paid by check to the order of the Special Servicer, the
Special Servicer shall endorse such check to the order of the Master Servicer (in its capacity as such), without recourse, representation
or warranty, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so
endorsed and delivered because of a restrictive endorsement. Any such amounts received by the Special Servicer with respect to
an Administered 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 3.16(c).


 


(b)          
The Certificate Administrator shall establish and maintain one or more segregated accounts (collectively, the “Distribution
Account”), to be held on behalf of the Trustee and in the name of the Certificate Administrator for the benefit of the
Certificateholders. Each account that constitutes the Distribution Account shall be an Eligible Account. Not later than 1:00 p.m.
(New York City time) on the Master Servicer Remittance Date, the Master Servicer shall deliver to the Certificate Administrator,
for deposit in the Distribution Account, an aggregate amount of immediately available funds equal to the related Master Servicer
Remittance Amount for the Master Servicer Remittance Date. In addition, the Master Servicer shall, as and when required hereunder,
deliver to the Certificate Administrator for deposit in the Distribution Account any P&I Advances and Compensating Interest
Payments required to be made by the Master Servicer hereunder. Furthermore, any amounts paid by any party hereto to indemnify the
Trust Fund pursuant to any provision hereof shall be delivered to the Certificate Administrator for deposit in the Distribution
Account. The Certificate Administrator shall, upon receipt, deposit in the Distribution Account any and all amounts received or,
pursuant to Section 4.03, advanced by the Trustee that are required by the terms of this Agreement to be deposited
therein. As and when required pursuant to Section 3.05(c), the Certificate Administrator shall transfer Interest Reserve
Amounts in respect of the Interest Reserve Loans from the Interest Reserve Account to the Distribution Account. Furthermore, as
and when required pursuant to Section 3.05(d), the Certificate Administrator shall transfer monies from the Excess
Liquidation Proceeds Account to the Distribution Account. The Certificate Administrator shall also deposit in the Distribution
Account any amounts required to be deposited by the Certificate Administrator pursuant to Section 3.06 in connection
with losses incurred with respect to Permitted Investments of funds held in the Distribution Account. If the Certificate Administrator
shall deposit in the Distribution Account any amount not required to be deposited therein, it may at any time


 






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withdraw such amount
from the Distribution Account, any provision herein to the contrary notwithstanding.


 


(c)          
The Certificate Administrator shall establish and maintain one or more accounts (collectively, the “Interest
Reserve Account”) to be held in its name for the benefit of the Trustee and the Certificateholders. Each account that
constitutes the Interest Reserve Account shall be an Eligible Account or a sub-account of the Distribution Account. On the Distribution
Date in January (except during a leap year) and February of each calendar year, commencing in 2016, prior to any distributions
being made with respect to the Certificates on such Distribution Date, the Certificate Administrator shall, with respect to each
Interest Reserve Loan, withdraw from the Distribution Account and deposit in the Interest Reserve Account an amount equal to the
Interest Reserve Amount, if any, in respect of such Interest Reserve Loan for such Distribution Date; provided that no such
transfer of monies from the Distribution Account to the Interest Reserve Account shall be made on the Final Distribution Date.
The Certificate Administrator shall also deposit in the Interest Reserve Account from its own funds any amounts required to be
deposited by the Certificate Administrator pursuant to Section 3.06 in connection with losses incurred with respect
to Permitted Investments of funds held in the Interest Reserve Account.


 


Notwithstanding that
the Interest Reserve Account may be a sub-account of the Distribution Account for reasons of administrative convenience, the Interest
Reserve Account and the Distribution Account shall, for all purposes of this Agreement (including the obligations and responsibilities
of the Certificate Administrator hereunder), be considered to be and shall be required to be treated as, separate and distinct
accounts.


 


(d)         
If any Excess Liquidation Proceeds are received, the Certificate Administrator shall establish and maintain one or
more accounts (collectively, the “Excess Liquidation Proceeds Account”) to be held on behalf and in the name
of the Trustee for the benefit of the Certificateholders. Each account that constitutes the Excess Liquidation Proceeds Account
shall be an Eligible Account (or a separately identified sub-account of the Distribution Account, provided that for all
purposes of this Agreement (including the obligations of the Certificate Administrator hereunder) such account shall be considered
to be and shall be required to be treated as separate and distinct from the Distribution Account). On the Master Servicer Remittance
Date, the Master Servicer shall withdraw from the Collection Account and remit to the Certificate Administrator for deposit in
the Excess Liquidation Proceeds Account all Excess Liquidation Proceeds received by it during the Collection Period ending on the
Determination Date immediately prior to the Master Servicer Remittance Date. The Certificate Administrator shall also deposit in
the Excess Liquidation Proceeds Account from its own funds any amounts required to be deposited by the Certificate Administrator
pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments of funds held in
the Excess Liquidation Proceeds Account. For the avoidance of doubt, each of the Collection Account, the Interest Reserve Account,
the Excess Liquidation Proceeds Account, the REO Account, any Reserve Account, any Servicing Account, and the portion of the Distribution
Account in respect of REMIC I (including interest, if any, earned on the investment of funds in such accounts) will be owned
by REMIC I; the Serviced Pari Passu Companion Loan Custodial Account (including interest, if any, earned on the investment
of funds in such account) will be owned by the Serviced Pari Passu Companion Loan Holders as described in Section 3.04(h);
and the Loss of Value Fund (including interest, if any, earned on the investment of funds in such account) will be 


 






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owned by the applicable
Mortgage Loan Sellers as described in Section 3.04(g), each for federal income tax purposes.


 


(e)          
[Reserved].


 


(f)          
Funds in the Collection Account, the Distribution Account, the Interest Reserve Account, the Serviced Pari Passu
Companion Loan Custodial Account and the Excess Liquidation Proceeds Account may be invested in Permitted Investments in accordance
with the provisions of Section 3.06. The Master Servicer shall give notice to the other parties hereto of the location
of the Collection Account as of the Closing Date and of the new location of the Collection Account prior to any change thereof.
Notwithstanding the first sentence of this Section 3.04(f), for as long as WFB acts as Certificate Administrator hereunder,
all funds held in the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account shall remain
uninvested.


 


(g)          
If any Loss of Value Payments are received in connection with a Material Document Defect or Material Breach, as the
case may be, pursuant to or as contemplated by Section 2.03(h) of this Agreement, the Special Servicer shall establish
and maintain one or more accounts (collectively, the “Loss of Value Reserve Fund”) to be held in trust 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, upon receipt,
deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Loss of Value Reserve Fund shall be accounted
for as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any REMIC
Pool. 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 damages paid to and distributed by the REMIC
Pools on account of a breach of a representation or warranty by the related Mortgage Loan Seller 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
Fund 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 related account in the Loss of Value Reserve Fund for all federal income tax purposes, and shall
be taxable on all income earned thereon.


 


(h)          
The Master Servicer shall segregate and hold all funds collected and received by it in connection with the Serviced
Pari Passu Companion Loans separate and apart from its own funds and general assets. In connection therewith, if there are one
or more Serviced Loan Combinations related to this Trust, the Master Servicer shall establish and maintain one or more segregated
accounts (the “Serviced Pari Passu Companion Loan Custodial Account”), in which the funds described below are
to be deposited and held on behalf of the related Serviced Pari Passu Companion Loan Holder(s) (and which accounts may be maintained
as separately identified sub-accounts of the Collection Account, provided that for all purposes of this Agreement (including
the obligations of the Master Servicer hereunder) such accounts shall be considered to be and shall be required to be treated as
separate and distinct from the Collection Account, and provided further that no collections in respect of one or
more Serviced Pari Passu Companion Loans relating to a single Serviced Loan Combination and on deposit in the Serviced


 






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Pari Passu
Companion Loan Custodial Account shall be applied in respect of, or shall be applied to cover any fees or expenses in respect of,
one or more Serviced Pari Passu Companion Loans relating to another Serviced Loan Combination). The Serviced Pari Passu Companion
Loan Custodial Account shall be an Eligible Account or a sub-account of an Eligible Account. The Master Servicer shall deposit
or cause to be deposited in the Serviced Pari Passu Companion Loan Custodial Account, within two Business Days of receipt by it
of properly identified funds or as otherwise required hereunder, the following payments and collections received or made by or
on behalf of the Master Servicer in respect of the Serviced Pari Passu Companion Loans subsequent to the Closing Date:


 


(i)        
all payments (from whatever source) on account of principal of the Serviced Pari Passu Companion Loans, including
Principal Prepayments;


 


(ii)       
all payments (from whatever source) on account of interest on the Serviced Pari Passu Companion Loans, including
Default Interest;


 


(iii)      
all Prepayment Premiums and Yield Maintenance Charges received in respect of the Serviced Pari Passu Companion Loans;


 


(iv)      
all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of, and allocable as interest
(including Default Interest) on, principal of or Prepayment Premiums or Yield Maintenance Charges with respect to, the Serviced
Pari Passu Companion Loans (or any successor REO Mortgage Loans with respect thereto);


 


(v)       
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 Serviced Pari Passu Companion Loan Custodial Account;


 


(vi)      
any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(c)
in connection with losses on the Serviced Pari Passu Companion Loans (or any successor interest in REO Mortgage Loans with respect
thereto) resulting from a deductible clause in a blanket or master force-placed hazard insurance policy;


 


(vii)     
any amounts required to be transferred to the Serviced Pari Passu Companion Loan Custodial Account from the REO Account
pursuant to Section 3.16(c); and


 


(viii)    
any other amounts received and applied on the Serviced Pari Passu Companion Loans pursuant to the related Intercreditor
Agreements.


 


Notwithstanding the
foregoing requirements, the Master Servicer need not deposit into the Serviced Pari Passu Companion Loan Custodial Account any
amount that the Master Servicer would be authorized to withdraw immediately from the Serviced Pari Passu Companion Loan Custodial
Account in accordance with the terms of Section 3.05 and shall be entitled to instead pay such amount directly to the
Person(s) entitled thereto.


 






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The foregoing requirements
for deposit in the Serviced Pari Passu Companion Loan Custodial Account shall be exclusive. Without limiting the generality of
the foregoing, actual payments from the applicable Borrower in the nature of Escrow Payments, Reserve Funds, Assumption Fees, Assumption
Application Fees, earn-out fees, extension fees, Modification Fees, charges for beneficiary statements or demands, amounts collected
for checks returned for insufficient funds and other fees and amounts collected from the applicable Borrower that constitute Additional
Master Servicing Compensation and/or Additional Special Servicing Compensation, need not be deposited by the Master Servicer in
the Serviced Pari Passu Companion Loan Custodial Account. The Master Servicer shall promptly deliver to the Special Servicer any
of the foregoing items received by it with respect to any Serviced Pari Passu Companion Loan, if and to the extent that such items
constitute Additional Special Servicing Compensation with respect to such Serviced Pari Passu Companion Loan. If the Master Servicer
shall deposit in the Serviced Pari Passu Companion Loan Custodial Account any amount not required to be deposited therein, it may
at any time withdraw such amount from the Serviced Pari Passu Companion Loan Custodial Account, any provision herein to the contrary
notwithstanding.


 


Upon receipt of any
of the amounts described in clauses (i) through (iv) of the first paragraph of this Section 3.04(h),
the Special Servicer shall promptly, but in no event later than two (2) Business Days after receipt, remit such amounts to
the Master Servicer for deposit into the Serviced Pari Passu Companion Loan Custodial Account, unless the Special Servicer determines,
consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or
because of another appropriate reason that is consistent with the Servicing Standard. With respect to any such amounts paid by
check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer (in
its capacity as such), without recourse, representation or warranty, unless the Special Servicer determines, consistent with the
Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or because
of another appropriate reason that is consistent with the Servicing Standard. Any such amounts received by the Special Servicer
with respect to an Administered REO Property relating to a Serviced Loan Combination shall be deposited by the Special Servicer
into the REO Account and, insofar as such amounts are allocable as interest on, principal of, or Prepayment Premiums or Yield Maintenance
Charges with respect to any Serviced Pari Passu Companion Loan or any successor REO Mortgage Loans with respect thereto, shall
be remitted to the Master Servicer for deposit into the Serviced Pari Passu Companion Loan Custodial Account pursuant to Section 3.16(c)
(subject to the terms of the related Intercreditor Agreement). Any remittances by the Special Servicer under this paragraph may
be made as part of an aggregate remittance under this paragraph and/or the final paragraph of Section 3.04(a).


 


(i)           
To the extent of any Serviced Pari Passu Companion Loan Holder’s interest therein, the Serviced Pari Passu
Companion Loan Custodial Account shall be treated as an “outside reserve fund” within the meaning of the REMIC Provisions,
beneficially owned by the applicable Serviced Pari Passu Companion Loan Holders, who shall be liable for any tax on its share of
any reinvestment income thereon, and who shall be deemed to receive any related reimbursements from the Trust Fund.


 






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(j)          
Notwithstanding anything to the contrary contained herein, with respect to each Due Date and any Serviced Pari Passu
Companion Loan, within one Business Day after the related Determination Date, the Master Servicer shall remit, from amounts on
deposit in the Serviced Pari Passu Companion Loan Custodial Account, to the related Serviced Pari Passu Companion Loan Holder by
wire transfer in immediately available funds to the account of such Serviced Pari Passu Companion Loan Holder or an agent therefor
appearing on any Serviced Pari Passu Companion Loan Holder Register on the related date such amounts as are required to be remitted
(or, if no such account so appears or information relating thereto is not provided at least five (5) Business Days prior to
the date such amounts are required to be remitted, by check sent by first class mail to the address of any Serviced Pari Passu
Companion Loan Holder or its agent appearing on any Serviced Pari Passu Companion Loan Holder Register) the portion of any Serviced
Loan Combination Remittance Amount allocable to such Serviced Pari Passu Companion Loan Holder.


 


Section
3.05       Permitted
Withdrawals From the Collection Account, the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds
Account. (a) Subsection (I). The Master Servicer may, from time to time, make withdrawals from the Collection Account for
any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):


 


(i)         
to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance
Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the Master Servicer to make P&I
Advances pursuant to Section 4.03(a);


 


(ii)        
to reimburse the Trustee or itself, as applicable, in that order, for unreimbursed P&I Advances made by such
Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect
thereof, the Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant
to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable
pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this
Section 3.05(a)) amounts on deposit in the Collection Account that represent Late Collections of interest and principal
Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made
(net of Master Servicing Fees);


 


(iii)       
to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO
Mortgage Loans in respect thereof, the Master Servicer’s right to payment pursuant to this clause (iii) with
respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in the Collection Account that are received
and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be, and to pay to the Trust Advisor earned
and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof
(other than any Non-Trust-Serviced Pooled Mortgage Loan or any


 






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successor REO Mortgage Loan in respect thereof), the Trust Advisor’s
right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan
being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be;


 


(iv)       
to pay the Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees,
Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage
Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation
Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from
general collections on the Mortgage Loans on deposit in the Collection Account, any unpaid Master Servicing Fees in respect of
such Mortgage Loan and/or successor REO Mortgage Loan;


 


(v)        
to reimburse the Trustee, the Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing
Advances made thereby (in each case, with its own funds), the Master Servicer’s, the Special Servicer’s and the Trustee’s,
as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance
(other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited
to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in the
Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect
of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and,
if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which
such Servicing Advance was made;


 


(vi)        to reimburse the Trustee, the Special Servicer or itself, as applicable, in that order, out of such general collections
(subject to the operation of Section 3.05(a)(II)(iv) below) on the Mortgage Loans and any REO Properties as are then
on deposit in the Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage
Loans and/or related REO Properties;


 


(vii)       to pay the Trustee, the Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued
on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of
amounts on deposit in the Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO
Mortgage Loans as to which the subject Advance was made;


 


(viii)      to the extent that the Master Servicer has reimbursed or is reimbursing the Trustee, the Special Servicer or itself,
as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v)
or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or


 






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pursuant to Section 3.05(a)(II)),
and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit
in the Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii)
above, to pay the Trustee, the Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the
Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any,
from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation
of Section 3.05(a)(II) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection
Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;


 


(ix)        to pay (A) any outstanding expenses that were incurred by the Special Servicer in connection with its inspecting,
pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced
Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related
REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing
Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become
Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in the Collection Account that
represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect
to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans
and any REO Properties as are then on deposit in the Collection Account;


 


(x)       
 to pay itself any items of Additional Master Servicing Compensation, and to pay the Special Servicer any items of
Additional Special Servicing Compensation, in each case on deposit in the Collection Account from time to time, and to pay to the
Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment
pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan)
being limited to amounts on deposit in the Collection Account that represent collections of such fee from the related Borrower
in accordance with the other provisions of this Agreement;


 


(xi)       
to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered
REO Property, such payments to be made, first, out of amounts on deposit in the Collection Account that represent Insurance
Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage
Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties
as are then on deposit in the Collection Account;


 






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(xii)        to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage
Loans and any related REO Properties as are then on deposit in the Collection Account, servicing expenses related to the Mortgage
Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;


 


(xiii)       to pay, first out of amounts on deposit in the Collection Account that represent related Liquidation Proceeds, Insurance
Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related
REO Properties as are then on deposit in the Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c)
with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are
to be covered by, and reimbursable as, a Servicing Advance);


 


(xiv)       to pay itself, the Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee,
the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be,
first out of amounts on deposit in the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or
Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties as are then
on deposit in the Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b),
or Section 8.05(b); provided that in the case of the Trust Advisor, any such amount withdrawn pursuant to this
clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed
the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request
by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the Master Servicer shall be entitled to request
and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are
Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the
Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof
with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);


 


(xv)        to pay, first out of amounts on deposit in the Collection Account that represent related Liquidation Proceeds, Insurance
Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties
as are then on deposit in the Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable
fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with
providing advice to the Special Servicer with respect to any REO Property, and (B) to the extent not otherwise advanced by
the Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18,
to the Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such


 






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Section 3.18,
a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property;


 


(xvi)      to pay itself, the Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor,
as the case may be, any amount related to the Mortgage Loans and/or related REO Properties, that is specifically required to be
paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in
any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed
to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement
of any amount or the funds from which any such payment or reimbursement is permitted to be made;


 


(xvii)    
to pay itself, the Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder,
any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage
Loan (or portion thereof) that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or
as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase
or other removal;


 


(xviii)   
to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on
deposit in the Collection Account that represent Monthly Payments due on the respective Mortgage Loans on or before the Cut-off
Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to
the Trust Fund;


 


(xix)     
in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage
Loans and REO Properties as are then on deposit in the Collection Account, to the related Non-Trust Master Servicer, the related
Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Companion Loan(s),
any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the
related Intercreditor Agreement(s);


 


(xx)      
to pay to CREFC® (solely to the extent of funds available in the Collection Account following the
withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License
Fee;


 


(xxi)     
to transfer any applicable Excess Liquidation Proceeds on deposit in the Collection Account to the Excess Liquidation
Proceeds Account in accordance with Section 3.04(d);


 






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(xxii)     
to withdraw any amount and pay to the Person entitled thereto any amount deposited in the Collection Account in error;


 


(xxiii)    
[Reserved]; and


 


(xxiv)    
to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01;


 


provided that if and to the extent
that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from Collection Account pursuant to clause (vi)
(relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating
to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than
(in the case of clause (xiv)) Trust Advisor Expenses, relates to a Serviced Loan Combination, then such payment shall
be made from collections with respect to such Serviced Loan Combination on deposit in the Collection Account and (unless the expense,
cost, reimbursement or other amount is a Nonrecoverable P&I Advance, in which case (for the avoidance of doubt) the payment
in reimbursement thereof shall be made solely from the Collection Account), the Serviced Pari Passu Companion Loan Custodial Account
(withdrawals from the Collection Account and the Serviced Pari Passu Companion Loan Custodial Account shall be made pro rata
according to the related Intercreditor Agreement and based on the respective outstanding principal balances of the related Mortgage
Loan and any related Serviced Pari Passu Companion Loan(s)) prior to payment from funds in the Collection Account that are unrelated
to such Serviced Loan Combination. Notwithstanding the foregoing, to the extent the Master Servicer, the Special Servicer or the
Trustee, as applicable, obtains funds from the Collection Account that are unrelated to a Serviced Loan Combination as a reimbursement
for a Nonrecoverable Servicing Advance or any Advance Interest on a Servicing Advance or a Nonrecoverable Servicing Advance relating
to a Serviced Loan Combination, any related Serviced Pari Passu Companion Loan Holder is required under the related Intercreditor
Agreement to, promptly following notice from the Master Servicer, reimburse the Trust Fund for its pro rata share of such
Nonrecoverable Servicing Advance or Advance Interest to the extent set forth in the related Intercreditor Agreement.


 


If amounts on deposit
in the Collection Account at any particular time (after withdrawing any portion of such amounts deposited in the Collection Account
in error) are insufficient to satisfy all payments, reimbursements and remittances to be made therefrom as set forth in clauses (ii)
through (xxi) of the first paragraph of this Section 3.05(a)(I), then the corresponding withdrawals from the
Collection Account shall be made in the following priority and subject to the following rules: (x) if the payment, reimbursement
or remittance is to be made from a specific source of funds, then such payment, reimbursement or remittance shall be made from
that specific source of funds on a pro rata basis with any and all other payments, reimbursements and remittances to
be made from such specific source of funds; and (y) if the payment, reimbursement or remittance can be made from any funds
on deposit in the Collection Account, then (following any withdrawals made from the Collection Account in accordance with the immediately
preceding clause (x) of this sentence) such payment, reimbursement or remittance shall be made from the general funds
remaining on deposit in the Collection Account on a pro rata basis with any and all other payments, reimbursements
or remittances to be made from such general funds; provided that any reimbursements of Advances in respect of any particular


 






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Mortgage Loan or REO Property out of the Collection Account pursuant to any of clauses (ii), (v) and (vi)
of the first paragraph of this Section 3.05(a)(I), and any payments of interest thereon out of the Collection Account
pursuant to either of clauses (vii) and (viii) of the first paragraph of this Section 3.05(a)(I),
shall be made (to the extent of their respective entitlements to such reimbursements and/or payments): first, to the Trustee;
and second, pro rata, to the Master Servicer and the Special Servicer.


 


The Master Servicer
shall keep and maintain separate accounting records, on a loan-by-loan and property-by-property basis when appropriate, in connection
with any withdrawal from the Collection Account pursuant to any of clauses (ii) through (xviii) of the first
paragraph of this Section 3.05(a)(I).


 


The Master Servicer
shall pay to the Special Servicer, and, subject to Section 3.01(h)(i), each Non-Trust Master Servicer, each Non-Trust
Special Servicer, each Non-Trust Certificate Administrator or each Non-Trust Trustee, as applicable, from the Collection Account
on each Master Servicer Remittance Date amounts permitted to be paid to the Special Servicer, each Non-Trust Master Servicer, each
Non-Trust Special Servicer, each Non-Trust Certificate Administrator or each Non-Trust Trustee, as applicable, therefrom based
upon an Officer’s Certificate received from the Special Servicer, the related Non-Trust Master Servicer, the related Non-Trust
Special Servicer, the related Non-Trust Certificate Administrator or the related Non-Trust Trustee, as applicable, on the first
Business Day following the immediately preceding Determination Date, describing the item and amount to which the Special Servicer,
such Non-Trust Master Servicer, such Non-Trust Special Servicer, such Non-Trust Certificate Administrator or such Non-Trust Trustee,
as applicable, is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to recalculate
the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Mortgage
Loan and REO Property as to which it is the Special Servicer on a loan-by-loan and property-by-property basis, for the purpose
of justifying any request thereby for withdrawal from the Collection Account.


 


Subsection (II).
The provisions of this subsection (II) of this Section 3.05(a) shall apply notwithstanding any contrary
provision of subsection (I) of this Section 3.05(a):


(i)            Identification of Workout-Delayed Reimbursement Amounts: If any Advance made with respect to any Mortgage Loan on
or before the date on which such Mortgage Loan becomes (or, but for the making of three monthly payments under its modified terms,
would then constitute) a Corrected Mortgage Loan, together with (to the extent theretofore accrued and unpaid) Advance Interest
thereon, is not pursuant to the operation of the provisions of Section 3.05(a)(I) reimbursed to the Person who made
such Advance on or before the date, if any, on which such Mortgage Loan becomes a Corrected Mortgage Loan (or, but for the making
of three monthly payments under its modified terms, would constitute a Mortgage Loan that is a Corrected Mortgage Loan), such Advance,
together with such Advance Interest, shall constitute a “Workout-Delayed Reimbursement Amount” to the extent that such
amount has not been determined to constitute a Nonrecoverable Advance. All references herein to “Workout-Delayed Reimbursement
Amount” shall be construed always to mean the related Advance and (to the extent theretofore accrued and unpaid) any Advance
Interest thereon, together with (to the extent it remains unpaid) any further Advance Interest that accrues on the


 






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unreimbursed
portion of such Advance from time to time in accordance with the other provisions of this Agreement. 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 that such amount instead constitutes a Nonrecoverable Advance.


 


(ii)           General
Relationship of Provisions. Subsection (iii) below (subject to the terms, conditions and limitations thereof) sets
forth the terms of and conditions to the right of a Person to be reimbursed for any Workout-Delayed Reimbursement Amount to the
extent that such Person is not otherwise entitled to reimbursement and payment of such Workout-Delayed Reimbursement Amount pursuant
to the operation of Section 3.05(a)(I) above (construed without regard to the reference therein to this subsection
except that it is nonetheless hereby acknowledged that, for purposes of “Late Collections” in Section 3.05(a)(I),
funds received on the related Mortgage Loan shall be applied in accordance with the terms of the applicable modification even though
such application may result in an Advance continuing to be outstanding when the Borrower is current in its payments under the terms
of the Mortgage Loan as modified). Subsection (iv) below (subject to the terms, conditions and limitations thereof)
authorizes or permits the Master Servicer, under certain circumstances, to abstain from reimbursing itself (or, if applicable,
the Trustee to abstain from obtaining reimbursement) for Nonrecoverable Advances at its sole option. Upon any determination that
all or any portion of a Workout-Delayed Reimbursement Amount constitutes a Nonrecoverable Advance, then the reimbursement or payment
of such amount (and any further Advance Interest that may accrue thereon) shall cease to be subject to the operation of subsection (iii)
below, such amount (and further Advance Interest) shall be as fully payable and reimbursable to the relevant Person as would any
other Nonrecoverable Advance (and Advance Interest thereon) and, as a Nonrecoverable Advance, such amount may become the subject
of the Master Servicer’s (or, if applicable, the Trustee’s) exercise of its sole option authorized by subsection (iv)
below.


 


(iii)          Reimbursements
of Workout-Delayed Reimbursement Amounts: The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be
entitled to reimbursement and payment (and, notwithstanding any contrary provision of subsection (I) above, shall be
entitled to withdraw and pay to itself the amount of such reimbursement and payment) for all Workout-Delayed Reimbursement Amounts
in each Collection Period (and it is again hereby acknowledged that, for purposes of “Late Collections” in Section 3.05(a)(I),
funds received on the related Mortgage Loan shall be applied in accordance with the terms of the applicable modification even though
such application may result in an Advance continuing to be outstanding when the Borrower is current in its payments under the terms
of the Mortgage Loan as modified); provided that the aggregate amount (for all such Persons collectively) of such reimbursements
and payments from amounts advanced or collected on the Mortgage Pool in such Collection Period shall not exceed (and the reimbursement
and payment shall be made from) the aggregate principal portions of P&I Advances and principal collections and recoveries on
the Mortgage Pool for such Collection Period contemplated by clauses (i) through (v) of the definition of “Unadjusted
Principal Distribution Amount”, net of the aggregate deduction amounts for Nonrecoverable Advances (and accrued and unpaid
Advance


 






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Interest thereon) that were reimbursed or paid during the related Collection Period from principal collections on the Mortgage
Pool, as described by clause (II)(B) of the definition of “Principal Distribution Amount” and pursuant
to Section 3.05(a)(II)(iv). As and to the extent provided in clause (II)(A) of the definition thereof,
the Principal Distribution Amount for the Distribution Date related to such Collection Period shall be reduced to the extent that
such payment or reimbursement of a Workout-Delayed Reimbursement Amount is made from aggregate principal collections pursuant to
the preceding sentence.


 


Any collections
(as applied under Section 1.03) received on or in respect of the Mortgage Loans during a Collection Period that, in
each case, represents a delinquent amount as to which an Advance had been made, which Advance was previously reimbursed during
the Collection Period for a prior Distribution Date as part of a Workout-Delayed Reimbursement Amount, shall be added to and constitute
a part of the Principal Distribution Amount for the related Distribution Date (pursuant to clause (I)(B) of the definition
of “Principal Distribution Amount”) to the extent of all Workout-Delayed Reimbursement Amounts on or in respect of
such respective Mortgage Loan that were reimbursed from collections of principal on the Mortgage Pool in all prior Collection Periods
pursuant to the preceding paragraph.


 


The Certificate
Administrator (and, with respect to Advances made by the Master Servicer or the Trustee) shall be entitled to rely conclusively
upon any direction or notice received from the Master Servicer in connection with any determination made by the Master Servicer
pursuant to the foregoing provisions of this Section 3.05(a)(II)(iii) and shall not be obligated to independently verify,
monitor or oversee any such determination.


 


(iv)          Sole
Option to Abstain from Reimbursements of Certain Nonrecoverable Advances. To the extent that Section 3.05(a)(I)
entitles the Master Servicer, the Special Servicer or the Trustee to reimbursement for any Nonrecoverable Advance (or payment of
Advance Interest thereon from a source other than Default Charges on the related Mortgage Loan) during any Collection Period, then,
notwithstanding any contrary provision of subsection (I) above, (a) to the extent that one or more such reimbursements
and payments of Nonrecoverable Advances (and such Advance Interest thereon) are made, they shall be made, first, from the
aggregate principal portions of P&I Advances and principal collections and recoveries on the Mortgage Pool for such Collection
Period contemplated by clauses (i) through (v) of the definition of “Unadjusted Principal Distribution
Amount”, and then from other amounts advanced or collected on the Mortgage Pool for such Collection Period; provided
that, if so provided as set forth below, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall provide
each Rating Agency with at least fifteen (15) days’ notice before any reimbursement shall be made of a Nonrecoverable
Advance (or payment of Advance Interest thereon from a source other than Default Charges on the related Mortgage Loan from such
other amounts advanced or collected on the Mortgage Pool for such Collection Period, and (b) if and to the extent that the
amount of such a Nonrecoverable Advance (and Advance Interest thereon), together with all Nonrecoverable Advances (and Advance
Interest thereon) theretofore reimbursed during such Collection Period, would


 






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exceed the aggregate principal portions of P&I
Advances and principal collections and recoveries on the Mortgage Pool for such Collection Period contemplated by clauses (i)
through (v) of the definition of “Unadjusted Principal Distribution Amount”, the Master Servicer and/or the
Trustee, as applicable, if it made the relevant Advance) is hereby authorized (but shall not be construed to have any obligation
whatsoever), if it elects at its sole option and in its sole discretion, to abstain from reimbursing itself or obtaining reimbursement
(notwithstanding that it is entitled to such reimbursement) during that Collection Period for all or a portion of such Nonrecoverable
Advance (and Advance Interest thereon), for successive one month periods for a total period not to exceed twelve (12) months;
provided that any such deferral exceeding six (6) months shall require (during a Subordinate Control Period) the consent
of the Subordinate Class Representative; provided, further, that the aggregate amount that is the subject of
the exercise of such option with respect to all Nonrecoverable Advances (and Advance Interest thereon) with respect to all Mortgage
Loans for any particular Collection Period is less than or equal to such excess described above in this clause (b).
If the Master Servicer (or the Trustee, as applicable) makes such an election at its sole option to defer reimbursement with respect
to all or a portion of a Nonrecoverable Advance (and Advance Interest thereon), then such Nonrecoverable Advance (and Advance Interest
thereon) or portion thereof shall continue to be fully reimbursable in any subsequent Collection Period. In connection with a potential
election by the Master Servicer (or the Trustee, as applicable) to abstain from the reimbursement of a particular Nonrecoverable
Advance or portion thereof during the Collection Period for any Distribution Date, the Master Servicer (or the Trustee, as applicable)
shall further be authorized to wait for principal collections to be received before making its determination of whether to abstain
from the reimbursement of a particular Nonrecoverable Advance or portion thereof. The Master Servicer or the Trustee, as applicable,
shall give the Rating Agencies at least fifteen (15) days’ notice (subject to Section 3.27) prior to any
reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account or Distribution Account, as applicable, allocable
to interest on the Mortgage Loans unless (1) the Master Servicer or the Trustee, as applicable, determines in its sole discretion
that waiting fifteen (15) days after such a notice could jeopardize its ability to recover such Nonrecoverable Advances, (2) changed
circumstances or new or different information becomes known to the Master Servicer or Trustee, as applicable, 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 (1) above, or (3) the Master Servicer has not timely received from the
Trustee information requested by the Master Servicer to consider in determining whether to defer reimbursement of a Nonrecoverable
Advance; provided that, if any of clause (1), clause (2) or clause (3) above apply,
the Master Servicer or Trustee, as applicable, shall give each Rating Agency notice (subject to Section 3.27) of an
anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account or Distribution Account, as applicable,
allocable to interest on the Mortgage Loans as soon as reasonably practicable in such circumstances. The Master Servicer or the
Trustee, as applicable, shall have no liability for any loss, liability or expenses resulting from any notice provided to the Rating
Agencies contemplated by the immediately preceding sentence.


 






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Any collections
(as applied under Section 1.03) received on the Mortgage Loans during a Collection Period that, in each case, represents
a recovery of an amount determined in a prior Collection Period to have been a Nonrecoverable Advance shall be added to and constitute
a part of the Principal Distribution Amount for the related Distribution Date (pursuant to clause (I)(C) of the definition
of “Principal Distribution Amount”) to the extent of all Nonrecoverable Advances on such respective Mortgage
Loan that were reimbursed from collections of principal on the Mortgage Pool in all prior Collection Periods pursuant to the preceding
paragraph.


 


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 subsection (II)(iv). 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 subsection (II)(iv) or to comply with the terms of this subsection (II)(iv) and the other provisions
of this Agreement that apply once such an election, if any, has been made.


 


Any election
by the Master Servicer (or the Trustee, as applicable) to abstain from reimbursing itself for any Nonrecoverable Advance (and Advance
Interest thereon) or portion thereof with respect to any Collection Period shall not be construed to impose on the Master Servicer
(or the Trustee, as applicable) any obligation to make such an election (or any entitlement in favor of any Certificateholder or
any other Person to such an election) with respect to any subsequent Collection Period or to constitute a waiver or limitation
on the right of the Master Servicer (or the Trustee, as applicable) to otherwise be reimbursed for such Nonrecoverable Advance
(and Advance Interest thereon). Any such election by the Master Servicer or the Trustee shall not be construed to impose any duty
on any other such party to make such an election (or any entitlement in favor of any Certificateholder or any other Person to such
an election). Any such election by any such party to abstain 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 Advance Interest on
such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. 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 Loan Holders for any such election that such party makes to defer or not to defer reimbursement as contemplated
by this subsection 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. The foregoing statements
in this paragraph shall not limit the generality of the statements made in the immediately preceding paragraph.


 


The Certificate
Administrator (and, with respect to Advances made by the Master Servicer and the Trustee) shall be entitled to rely conclusively
upon any direction or notice received from the Master Servicer in connection with any determination made by the Master Servicer
pursuant to the foregoing provisions of this Section 3.05(a)(II)(iv) and shall not be obligated to independently verify,
monitor or oversee any such determination.


 






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(v)          Deferral
is Not Subordination. No determination by the Master Servicer (or the Trustee, as applicable) to exercise its sole option to
defer the reimbursement of Advances and/or Advance Interest under subsection (iv) above 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.


 


(b)         
The Certificate Administrator shall, from time to time, make withdrawals from the Distribution Account for each of
the following purposes (the order set forth below not constituting an order of priority for such withdrawals):


 


(i)        
to make distributions to the Holders of the Regular Certificates (and to the Holders of the Class A-S Regular
Interest, Class B Regular Interest and Class C Regular Interest) on each Distribution Date pursuant to Section 4.01;


 


(ii)       
to transfer Interest Reserve Amounts in respect of the Interest Reserve Loans to the Interest Reserve Account as
and when required by Section 3.04(c);


 


(iii)      
to pay itself, the Tax Administrator, the Master Servicer, the Special Servicer, the Depositor, the Trustee, the
Trust Advisor or any of their respective directors, officers, members, managers, employees and agents, as the case may be, any
amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b) or Section 8.05(b),
as applicable, if and to the extent such amounts are not payable out of the Collection Account pursuant to Section 3.05(a);
provided that in the case of the Trust Advisor, no such amount may be withdrawn by the Certificate Administrator and paid
to the Trust Advisor unless the conditions set forth in the proviso to Section 3.05(a)(I)(xiv) are satisfied;


 


(iv)      
to pay any and all federal, state and local taxes imposed on any REMIC Pool or on the assets or transactions of any
REMIC Pool, together with all incidental costs and expenses, and any and all expenses relating to tax audits, if and to the extent
that either (A) none of the parties hereto are liable therefor pursuant to Section 10.01(b) and/or Section 10.01(f)
or (B) any such Person that may be so liable has failed to timely make the required payment;


 


(v)       
to pay for the cost of the Opinions of Counsel as contemplated by Section 12.01(a) or Section 12.01(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;


 


(vi)      
to pay itself Net Investment Earnings earned on funds in the Distribution Account for each Collection Period;


 


(vii)     
to pay for the cost of recording this Agreement pursuant to Section 12.02(a);


 






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(viii)    
to pay to any party hereto any amounts deposited or remitted by such Person for deposit into the Distribution Account
in error; and


 


(ix)       
to clear and terminate the Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(c)         
On the Master Servicer Remittance Date in March of each year (commencing in March 2016) and in any event on the Master
Servicer Remittance Date that occurs in the same calendar month as the Final Distribution Date, the Certificate Administrator shall
withdraw from the Interest Reserve Account and deposit in the Distribution Account all Interest Reserve Amounts in respect of the
Interest Reserve Loans then on deposit in the Interest Reserve Account. In addition, the Certificate Administrator shall, from
time to time, make withdrawals from the Interest Reserve Account to pay itself interest or other income earned on deposits in the
Interest Reserve Account, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings,
if any, with respect to the Interest Reserve Account for each Collection Period).


 


(d)         
On the Business Day prior to each Distribution Date, the Certificate Administrator shall withdraw from the Excess
Liquidation Proceeds Account and deposit in the Distribution Account, for distribution on such Distribution Date, an amount equal
to the lesser of (i) the entire amount of Excess Liquidation Proceeds, if any, then on deposit in the Excess Liquidation Proceeds
Account and (ii) the excess, if any, of the aggregate amount distributable on such Distribution Date pursuant to Section 4.01(a),
over the Available Distribution Amount for such Distribution Date (calculated without regard to such transfer from the Excess Liquidation
Proceeds Account to the Distribution Account); provided that on the Business Day prior to the Final Distribution Date, the
Certificate Administrator shall withdraw from the Excess Liquidation Proceeds Account and deposit in the Distribution Account,
for distribution on such Distribution Date, any and all Excess Liquidation Proceeds then on deposit in the Excess Liquidation Proceeds
Account. In addition, the Certificate Administrator shall, from time to time, make withdrawals from the Excess Liquidation Proceeds
Account to pay itself interest or other income earned on deposits in the Excess Liquidation Proceeds Account, in accordance with
Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to the Excess Liquidation
Proceeds Account for each Collection Period).


 


(e)         
The Certificate Administrator, the Trustee, the Depositor, the Master Servicer, the Special Servicer and, subject
to Section 4.05(b) with respect to any Trust Advisor Expenses, the Trust Advisor, as applicable, shall in all cases
have a right prior to the Certificateholders to any particular funds on deposit in the Collection Account and the Distribution
Account from time to time for the reimbursement or payment of compensation, Advances (with interest thereon at the Reimbursement
Rate) and their respective expenses hereunder, but only if and to the extent such compensation, Advances (with such interest) and
expenses are to be reimbursed or paid from such particular funds on deposit in the Collection Account or the Distribution Account
pursuant to the express terms of this Agreement.


 






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(f)          
The Master Servicer may, from time to time, make withdrawals from the Serviced Pari Passu Companion Loan Custodial
Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):


 


(i)         
to remit to any Serviced Pari Passu Companion Loan Holder the amounts to which such Serviced Pari Passu Companion
Loan Holder is entitled in accordance with Section 3.04(j), as and when required by such paragraph;


 


(ii)        
to pay to itself earned and unpaid Master Servicing Fees in respect of any related Serviced Pari Passu Companion
Loan or any successor interest in an REO Mortgage Loan with respect thereto;


 


(iii)      
to pay to the Special Servicer earned and unpaid Special Servicing Fees in respect of any related Serviced Pari Passu
Companion Loan or any successor interest in an REO Mortgage Loan with respect thereto;


 


(iv)       
to pay the Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Workout Fees and Liquidation
Fees to which it is entitled with respect to any related Serviced Pari Passu Companion Loan or any successor REO Mortgage Loan
with respect thereto pursuant to, and from the sources contemplated by, the second and third paragraphs of Section 3.11(c);


 


(v)        
to reimburse itself, the Special Servicer or the Trustee, as applicable, for any unreimbursed Servicing Advances
made thereby (in each case, with its own funds) with respect to any related Serviced Loan Combination or any related REO Property
(but only to the extent that amounts specifically allocable to such purpose have not been deposited in the Collection Account);


 


(vi)        to pay itself, the Special Servicer or the Trustee, as applicable, any Advance Interest then due and owing to such
Person with respect to any Servicing Advance made by such Person (out of its own funds) with respect to any related Serviced Loan
Combination or any successor REO Mortgage Loan with respect thereto;


 


(vii)     
to pay itself any items of Additional Master Servicing Compensation, and to pay to the Special Servicer any items
of Additional Special Servicing Compensation with respect to any related Serviced Loan Combination, in each case on deposit in
the Serviced Pari Passu Companion Loan Custodial Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting
Fee then due and payable to the Trust Advisor with respect to any related Serviced Loan Combination, the Trust Advisor’s
right to payment pursuant to this clause (vii) with respect to such Serviced Loan Combination being limited to amounts
on deposit in the Serviced Pari Passu Companion Loan Custodial Account that represent collections of such fee from the related
Borrower in accordance with the other provisions of this Agreement;


 


(viii)      to pay any unpaid Liquidation Expenses incurred with respect to any related Serviced Loan Combination or any related
REO Property (but only to


 






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the extent that amounts specifically allocable to such purpose have not been deposited in the Collection
Account);


 


(ix)      
to pay, in accordance with Section 3.11(i), certain servicing expenses with respect to any related Serviced
Loan Combination or any related REO Property, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances (but
only to the extent that amounts specifically allocable to such purpose have not been deposited in the Collection Account);


 


(x)        
to pay any costs and expenses incurred by the Trust pursuant to Section 3.09(c) (other than the costs
of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance) with respect to any related Serviced
Loan Combination or any related REO Property (but only to the extent that amounts specifically allocable to such purpose have not
been deposited in the Collection Account);


 


(xi)       
to pay itself, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Trust Advisor,
or any of their respective directors, officers, members, managers, employees and agents, as the case may be, any amounts payable
to any such Person pursuant to Section 6.03, Section 7.01(b) or Section 8.05, as applicable,
in connection with any related Serviced Loan Combination or any related REO Property (but only to the extent that amounts specifically
allocable to such purpose have not been deposited in the Collection Account);


 


(xii)      
to pay to itself, the Special Servicer, the Trustee or the Depositor, as the case may be, any amount specifically
required to be paid to such Person at the expense of any related Serviced Pari Passu Companion Loan Holder(s) under any provision
of this Agreement or the related Intercreditor Agreement to which reference is not made in any other clause of this Section 3.05(f),
it being acknowledged that this clause (xii) shall not be construed to modify any limitation otherwise set forth in
this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any
such payment or reimbursement is permitted to be made;


 


(xiii)    
to withdraw any amount and pay to the Person entitled thereto any amount deposited in such Serviced Pari Passu Companion
Loan Custodial Account in error; and


 


(xiv)     
to clear and terminate the Serviced Pari Passu Companion Loan Custodial Account at the termination of this Agreement
pursuant to Section 9.01 or at such time as any related Serviced Loan Combination or any related REO Property is no
longer serviced hereunder.


 


provided that in connection with
any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from the Serviced Pari Passu Companion Loan
Custodial Account pursuant to clause (v) (relating to Servicing Advances), clause (vi) (relating to Advance
Interest


 






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on Servicing Advances), clause (viii) (relating to Liquidation Expenses), clause (ix) (relating
to Nonrecoverable Servicing Advances), clause (x) (relating to certain environmental expenses) or clause (xi)
(relating to certain indemnification and similar expenses), other than (in the case of such clause (xi)) Trust Advisor
Expenses, such payment shall be made from amounts on deposit in the Collection Account and the Serviced Pari Passu Companion Loan
Custodial Account (withdrawals from the Collection Account and the Serviced Pari Passu Companion Loan Custodial Account shall be
made pro rata according to the related Intercreditor Agreement and based on the respective outstanding principal balances
of the related Mortgage Loan and any related Serviced Pari Passu Companion Loan) from related funds prior to payment from funds
in the Collection Account that are unrelated to such Serviced Loan Combination. Notwithstanding the foregoing, to the extent the
Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from the Collection Account that are unrelated
to a Serviced Loan Combination as a reimbursement for a Nonrecoverable Servicing Advance or any Advance Interest on a Servicing
Advance or a Nonrecoverable Servicing Advance relating to a Serviced Loan Combination, the parties acknowledge that any related
Serviced Pari Passu Companion Loan Holder shall, if and to the extent required under the related Intercreditor Agreement, promptly
following notice from the Master Servicer, reimburse the Trust Fund for its pro rata share of such Nonrecoverable Servicing
Advance or Advance Interest.


 


Notwithstanding any
contrary provision above, any reimbursements of Servicing Advances out of such Serviced Pari Passu Companion Loan Custodial Account
shall be made (to the extent of their respective entitlements to such reimbursements and/or payments): first, to
the Trustee; second, to the Special Servicer; and third, to the Master Servicer.


 


The Master Servicer
shall pay to the Special Servicer from the Serviced Pari Passu Companion Loan Custodial Account amounts permitted to be paid to
the Special Servicer therefrom in respect of Special Servicing Fees, Workout Fees or otherwise, such payment to be based upon a
written statement of the Special Servicer describing the item and amount to which the Special Servicer is entitled; provided
that no written statement is required for a payment of Special Servicing Fees and/or Workout Fees arising from collections other
than the initial collection on a Corrected Mortgage Loan. The Master Servicer may rely conclusively on any such statement and shall
have no duty to recalculate the amounts stated therein.


 


The Trustee, the Certificate
Administrator, the Depositor, the Master Servicer, the Special Servicer and the Trust Advisor, as applicable, shall in all cases
have a right prior to any related Serviced Pari Passu Companion Loan Holder(s) to any particular funds on deposit in the Serviced
Pari Passu Companion Loan Custodial Account from time to time for the reimbursement or payment of compensation, Servicing Advances
(with interest thereon at the Reimbursement Rate) and their respective expenses hereunder, but only if and to the extent such compensation,
Servicing Advances (with interest) and expenses are to be reimbursed or paid from such funds on deposit in such Serviced Pari Passu
Companion Loan Custodial Account pursuant to the express terms of this Agreement and/or the related Intercreditor Agreement.


 


(g)          
[Reserved].


 


(h)          
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan
or any related REO Property, then the Special Servicer shall,


 






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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 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 REO Property (together with
Advance Interest);


 


(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 relating to such Mortgage Loan or any related REO Property that constitutes or, if not paid out of such
Loss of Value Payments, would constitute an Additional Trust Fund Expense;


 


(iii)      
to offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property (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 Mortgage Loan;


 


(iv)      
following the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related 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)
above 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 REO Mortgage Loan; and


 


(v)       
on the final Distribution Date after all distributions have been made as set forth in clauses (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, Additional Trust Fund Expenses
or any Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.


 


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 Mortgage 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 Mortgage Loan or REO


 






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Mortgage Loan for which such Loss of Value Payments are being transferred to the Collection Account
to cover an item contemplated by clauses (i)-(iii) of the prior paragraph.


 


(i)          
With respect to any Serviced Loan Combination, if amounts required to pay the compensation, fees, costs, expenses
or reimbursement incurred in connection with the servicing and administration of any related Serviced Pari Passu Companion Loan
exceed amounts on deposit in the Serviced Pari Passu Companion Loan Custodial Account and the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trust Advisor or the Trustee, as applicable, have sought reimbursement from the Trust Fund with
respect to such expenses allocable to such Serviced Pari Passu Companion Loan, then the Master Servicer or Special Servicer, as
applicable, shall use efforts in accordance with the Servicing Standard to exercise promptly the rights of the Trust Fund under
the related Intercreditor Agreement to obtain reimbursement from the holder of any Serviced Pari Passu Companion Loan for that
holder’s pro rata share of the expense.


 


Section
3.06        Investment
of Funds in the Accounts. (a) The Master Servicer may direct (pursuant to a standing order or otherwise) any depositary institution
(including the Certificate Administrator) that holds the Collection Account, the Serviced Pari Passu Companion Loan Custodial
Account, any Servicing Account or any Reserve Account, the Special Servicer may direct (pursuant to a standing order or otherwise)
any depositary institution (including the Certificate Administrator) that holds the REO Account and any Loss of Value Reserve
Fund, and the Certificate Administrator (other than WFB acting as the Certificate Administrator) may direct (pursuant to a standing
order or otherwise) any depositary institution that holds the Distribution Account, the Interest Reserve Account or the Excess
Liquidation Proceeds Account to invest, or if any of the Master Servicer, the Special Servicer or the Certificate Administrator,
as appropriate, is such depositary institution, the Master Servicer, the Special Servicer or the Certificate Administrator (other
than WFB acting as the Certificate Administrator), as the case may be, may invest itself, the funds held therein in (but only
in) one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later
than the Business Day immediately preceding the next succeeding date on which such funds are required to be withdrawn from such
Investment Account pursuant to this Agreement or the related Mortgage Loan Documents, as applicable, or with respect to Permitted
Investments of funds held in the Distribution Account, no later than 11:00 a.m., New York City time, on the next succeeding
Distribution Date; provided that any such investment of funds in any Servicing Account or Reserve Account shall be subject
to applicable law and the terms of the related Mortgage Loan Documents; and provided, further, that the funds in
any Investment Account shall remain uninvested unless and until the Master Servicer, the Special Servicer or the Certificate Administrator,
as appropriate, gives timely investment instructions with respect thereto pursuant to or as contemplated by this Section 3.06.
All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account
shall be made in the name of the Trustee (in its capacity as such). The Master Servicer (with respect to Permitted Investments
of amounts in the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, any Servicing Account or any Reserve
Account), the Special Servicer (with respect to Permitted Investments of amounts in the REO Account), and the Certificate Administrator
(with respect to Permitted Investments of amounts in the Distribution Account, the Interest Reserve Account or the Excess Liquidation
Proceeds Account) acting on behalf of the Trustee, shall (and the Trustee hereby designates the Master Servicer, the


 






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Special Servicer
or the Certificate Administrator, as the case may be, as the Person that shall) (i) be the “entitlement holder”
of any Permitted Investment that is a “security entitlement” and (ii) maintain “control” of any Permitted
Investment that is either a “certificated security” or an “uncertificated security”. For purposes of this
Section 3.06(a), the terms “entitlement holder”, “security entitlement”, “control”,
“certificated security” and “uncertificated security” shall have the meanings given such terms in Revised
Article 8 (1994 Revision) of the UCC, and “control” of any Permitted Investment by the Master Servicer, the Special
Servicer or the Certificate Administrator shall constitute “control” by a Person designated by, and acting on behalf
of, the Trustee for purposes of Revised Article 8 (1994 Revision) of the UCC. If amounts on deposit in an Investment Account
are at any time invested in a Permitted Investment payable on demand, the party hereunder that maintains such Investment Account
(whether it is the Master Servicer, the Special Servicer or the Certificate Administrator), shall:


 


(x)           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 at least equal to the lesser of (1) all amounts then payable thereunder and (2) the
amount required to be withdrawn on such date; and


 


(y)           demand
payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer or the Certificate
Administrator, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in respect of funds
thereafter on deposit in such Investment Account.


 


(b)         
Whether or not the Master Servicer directs the investment of funds in any Investment Account (other than a Servicing
Account or Reserve Account) maintained by it, interest and investment income realized on funds deposited therein, to the extent
of the Net Investment Earnings, if any, for such Investment Account for each Collection Period, shall be for the sole and exclusive
benefit of the Master Servicer and shall be subject to its withdrawal in accordance with Section 3.05. Whether or not
the Master Servicer directs the investment of funds in any Servicing Account or Reserve Account maintained by it, interest and
investment income realized on funds deposited therein, to the extent of the Net Investment Earnings, if any, for such Investment
Account for each Collection Period, and subject to the requirements of applicable law or the terms of the related Serviced Mortgage
Loan(s) or Serviced Pari Passu Companion Loan(s) regarding the payment of such interest and investment income to the related Borrower,
shall be for the sole and exclusive benefit of the Master Servicer and shall be subject to withdrawal from time to time in accordance
with Section 3.03. Whether or not the Special Servicer directs the investment of funds in the REO Account or the Loss
of Value Reserve Fund, interest and investment income realized on funds deposited therein, to the extent of the Net Investment
Earnings, if any, for such Investment Account for each Collection Period, shall be for the sole and exclusive benefit of the Special
Servicer and shall be subject to its withdrawal in accordance with Section 3.16(b). Whether or not the Certificate
Administrator directs the investment of funds in the Distribution Account, the Interest Reserve Account or the Excess Liquidation
Proceeds Account, interest and investment income realized on funds deposited therein, to the extent of the Net Investment Earnings,
if any, for each such Investment Account for each Collection Period, shall be for the sole and exclusive benefit of the Certificate
Administrator and shall be subject to its withdrawal in accordance with Section 3.05. If any loss


 






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shall be incurred
in respect of any Permitted Investment on deposit in any Investment Account, the party hereunder that maintains such Investment
Account (whether it is the Master Servicer, the Special Servicer or the Certificate Administrator), shall promptly deposit therein
from its own funds, without right of reimbursement, no later than the end of the Collection Period during which such loss was incurred,
the amount of the Net Investment Loss, if any, in respect of such Investment Account for such Collection Period (except, in the
case of any such loss with respect to a Servicing Account or Reserve Account, to the extent the loss amounts were invested for
the benefit of a Borrower under the terms of a Serviced Mortgage Loan, Serviced Pari Passu Companion Loan or applicable law).


 


(c)        
Except as otherwise expressly provided in this Agreement, if any default occurs in the making of any payment due
(or in any other performance required) under any Permitted Investment of funds on deposit in any Investment Account, and if the
party hereunder that maintains such Investment Account (whether it is the Master Servicer, the Special Servicer or the Certificate
Administrator) is in default of its obligations under or contemplated by Section 3.06(b), the Trustee may and, subject
to Section 8.02, upon the request of (i) Holders of Certificates entitled to not less than 25% of the Voting Rights
allocated to any Class of Interest Only Certificates or Principal Balance Certificates, (ii) the Subordinate Class Representative
or (iii) alternatively, but only if the Permitted Investment involves funds on deposit in the Serviced Pari Passu Companion
Loan Custodial Account, any related Serviced Pari Passu Companion Loan Holder(s) (it being understood that, for purposes of this
clause (iii), Section 8.02 shall be construed as if references therein to one or more “Certificateholders”
were instead references to such Serviced Pari Passu Companion Loan Holder), the Trustee shall, take such action as may be appropriate
to enforce such payment or performance, including the institution and prosecution of appropriate legal proceedings. Any costs incurred
by the Trustee in taking any such action shall be reimbursed to it by the party hereunder that maintains such Investment Account
(whether it is the Master Servicer, the Special Servicer or the Certificate Administrator). This provision is in no way intended
to limit any actions that the Master Servicer, the Special Servicer or the Certificate Administrator may take in this regard at
its own expense.


 


(d)        
Notwithstanding the investment of funds held in any Investment Account, for purposes of the calculations hereunder,
including the calculation of the Available Distribution Amount, the Master Servicer Remittance Amounts and the monthly amounts
payable to the respective Serviced Pari Passu Companion Loan Holders, the amounts so invested shall be deemed to remain on deposit
in such Investment Account.


 


Section
3.07     Maintenance
of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)  In the case of each Serviced Mortgage
Loan or Serviced Loan Combination, the Master Servicer shall use reasonable efforts consistent with the Servicing Standard to
cause the related Borrower to maintain (including identifying the extent to which a Borrower is maintaining insurance coverage
and, if such Borrower does not so maintain, the Master Servicer will itself cause to be maintained with Qualified Insurers having
the Required Claims-Paying Ratings) for the related Mortgaged Property (x) a fire and casualty extended coverage insurance
policy, which does not provide for reduction due to depreciation, in an amount that is at least equal to the lesser of (i) the
full replacement cost of improvements securing such Serviced Mortgage Loan or Serviced Loan Combination or (ii) the outstanding
principal balance of such Serviced Mortgage Loan or Serviced Loan Combination, but, in any


 



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event, in an amount sufficient to avoid
the application of any co-insurance clause and (y) all other insurance coverage (including but not limited to coverage for
damage resulting from acts of terrorism) as is required or (subject to the Servicing Standard) that the lender is entitled to
reasonably require, subject to applicable law, under the related Mortgage Loan Documents; provided that all of the following conditions
and/or limitations shall apply:


 


(A)          the
Master Servicer shall not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property securing
a Serviced Mortgage Loan or Serviced Loan Combination unless such insurance policy was in effect at the time of the origination
of such Serviced Mortgage Loan or Serviced Loan Combination pursuant to the terms of the related Mortgage Loan Documents and is
available at commercially reasonable rates and the Trustee has an insurable interest;


 


(B)         
if and to the extent that any Serviced Mortgage Loan or Serviced Loan Combination grants the lender thereunder any
discretion (by way of consent, approval or otherwise) as to the insurance provider from whom the related Borrower is to obtain
the requisite insurance coverage, the Master Servicer shall (to the extent consistent with the Servicing Standard) use efforts
consistent with the Servicing Standard to cause the related Borrower to obtain the requisite insurance coverage from Qualified
Insurers that, in each case, have the Required Claims-Paying Ratings at the time such insurance coverage is obtained;


 


(C)         
the Master Servicer shall have no obligation beyond using its reasonable efforts consistent with the Servicing Standard
to cause the Borrower under any Serviced Mortgage Loan to maintain the insurance required to be maintained or that the lender is
entitled to reasonably require, subject to applicable law, under the related Mortgage Loan Documents;


 


(D)         
in no event shall the Master Servicer be required to cause the Borrower under any Serviced Mortgage Loan to maintain,
or itself obtain, insurance coverage that the Master Servicer has determined is either (i) not available at any rate or (ii) not
available at commercially reasonable rates and the related hazards are not at the time commonly insured against at the then-available
rates for properties similar to the related Mortgaged Property and located in or around the region in which the related Mortgaged
Property is located;


 


(E)         
the reasonable efforts of the Master Servicer to cause the Borrower under any Serviced Mortgage Loan to maintain
insurance shall be conducted in a manner that takes into account the insurance that would then be available to the Master Servicer
on a force-placed basis; and


 


(F)          
to the extent the Master Servicer itself is required to maintain insurance that the Borrower under any Serviced Mortgage
Loan does not maintain, the Master Servicer shall not be required to maintain insurance other than what is available to the Master
Servicer on a force-placed basis (and this will not be construed to modify the other limits set forth in clause (D)
above).


 



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Notwithstanding the
limitation set forth in clause (D) above, if the related Borrower under any Serviced Mortgage Loan fails to maintain
with respect to the related Mortgaged Property (i) specific casualty insurance coverage providing for “special”
form coverage that does not specifically exclude, terrorist or similar acts, and/or (ii) specific insurance coverage with
respect to damages or casualties caused by terrorist or similar acts, the Master Servicer shall cause the related Borrower to maintain,
or itself obtain, such insurance upon terms not materially less favorable than those in place as of the Closing Date, unless the
Special Servicer has determined in its reasonable judgment based on inquiry consistent with the Servicing Standard, and (during
any Subordinate Control Period and other than with respect to any related Excluded Loan) with the consent of the Subordinate Class Representative
or (during any Collective Consultation Period or Senior Consultation Period) after having consulted with the Trust Advisor and
(during any Collective Consultation Period and other than with respect to any related Excluded Loan) the Subordinate Class Representative,
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 (failure to maintain required
insurance due to either of clause (a) or (b) is referred to herein as an “Acceptable Insurance
Default”). The Subordinate Class Representative and/or Trust Advisor, as applicable, will have no more than thirty
(30) days to respond to the Special Servicer’s request for such consent or consultation; provided that upon the
Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special
Servicer to consult with the Subordinate Class Representative and/or Trust Advisor, the Special Servicer will not be required
to do so. If any such approval of the Special Servicer has not been expressly denied within ninety (90) days of the Special
Servicer’s receipt from the Master Servicer of the Master Servicer’s determination and analysis and all information
reasonably requested thereby and reasonably available to the Master Servicer in order to make an informed decision, such approval
shall be deemed to have been granted. If the Special Servicer is in the process of making a determination described above in this
paragraph, then, during the period of such evaluation by the Special Servicer (or, to the extent applicable, during the period
that the Special Servicer is obtaining the consent of the Subordinate Class Representative (other than with respect to any
related Excluded Loan) or consulting with the Trust Advisor and/or the Subordinate Class Representative (other than with respect
to any related Excluded Loan), as applicable), the Master Servicer shall not be liable for any loss related to its failure to require
the related Borrower to maintain terrorism insurance and shall not be in default of its obligations hereunder as a result of such
failure to maintain terrorism insurance.


 


The Master Servicer
shall notify the Special Servicer, the Trustee, the Subordinate Class Representative (other than with respect to any related
Excluded Loan) and the Majority Subordinate Certificateholder (other than with respect to any related Excluded Loan) and (if a
Serviced Loan Combination is involved) the related Serviced Pari Passu Companion Loan Holder(s) if the Master Servicer determines
that any Borrower under a Serviced Mortgage Loan or Serviced Loan Combination has failed to maintain insurance required under (or
that the Master Servicer has required pursuant to a provision that entitles the lender to reasonably require insurance under) the
related Mortgage Loan Documents and such failure materially and adversely affects such Mortgage Loan or Loan Combination and/or
the interest of the Trust or the Serviced Pari Passu Companion Loan Holder(s) in the related Mortgaged Property or if any Borrower
under a Serviced Mortgage Loan or Serviced Loan Combination has notified the


 



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Master Servicer in writing that such Borrower does
not intend to maintain such insurance and the Master Servicer has determined that such failure materially and adversely affects
such Mortgage Loan or Loan Combination and/or the interest of the Trust or the Serviced Pari Passu Companion Loan Holder(s) in
the related Mortgaged Property.


 


(b)         
Subject to Sections 3.17(b), and/or 3.24, as applicable, with respect to each Administered REO
Property, the Special Servicer shall use reasonable efforts, consistent with the Servicing Standard, to maintain with Qualified
Insurers having the Required Claims-Paying Ratings (a) a fire and casualty extended coverage insurance policy, which does
not provide for reduction due to depreciation, in an amount that is at least equal to the lesser of (i) the full replacement
cost of improvements at such Administered REO Property or (ii) the outstanding principal balance of the related REO Mortgage
Loan, but, in any event, in an amount sufficient to avoid the application of any co-insurance clause, (b) a comprehensive
general liability insurance policy with coverage comparable to that which would be required under prudent lending requirements
and in an amount not less than $1,000,000 per occurrence and (c) to the extent consistent with the Servicing Standard, a business
interruption or rental loss insurance covering revenues or rents for a period of at least twelve (12) months (or at least
eighteen (18) months, in the case of an Administered REO Property whose related REO Mortgage Loan had an initial principal
balance exceeding $35,000,000), in each case if so required pursuant to the related Mortgage Loan Documents; provided that
both of the following conditions and/or limitations shall apply:


 


(A)         
the Special Servicer shall not be required to maintain or obtain the insurance coverage otherwise described above
unless the Trustee has an insurable interest; and


 


(B)         
the Special Servicer shall not be required to maintain or obtain the insurance coverage otherwise described above
to the extent that the coverage is not available at commercially reasonable rates and consistent with the Servicing Standard.


 


All such insurance
policies maintained as described above shall contain (if they insure against loss to property) a “standard” mortgagee
clause, with loss payable to the Master Servicer (or the applicable sub-servicer) on behalf of the Trustee, in the case of insurance
maintained in respect of a Serviced Mortgage Loan or Serviced Loan Combination, or shall name the Trustee as the insured, with
loss payable to the Special Servicer on behalf of the Trustee, in the case of insurance maintained in respect of an Administered
REO Property. Any amounts collected by the Master Servicer or the Special Servicer, as applicable, under any such 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 Borrower, in each case in accordance with the Servicing Standard) shall be deposited in the Collection Account or,
to the extent the loss affects a Serviced Pari Passu Companion Loan Holder, in the Serviced Pari Passu Companion Loan Custodial
Account, as applicable, in each case as appropriate in accordance with Section 3.04, subject to withdrawal pursuant
to Section 3.05, in the case of amounts received in respect of a Serviced Mortgage Loan, or in the REO Account, subject
to withdrawal pursuant to Section 3.16(c), in the case of amounts received in respect of an Administered REO Property.
Any cost incurred by the Master Servicer or Special Servicer in maintaining any such insurance


 



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shall not, for purposes hereof,
including calculating monthly distributions to Certificateholders, be added to unpaid principal balance or Stated Principal Balance
of the related Serviced Mortgage Loan or Serviced Loan Combination, notwithstanding that the terms of such Serviced Mortgage Loan
or Serviced Loan Combination so permit; provided that this sentence shall not limit the rights of the Master Servicer or
Special Servicer on behalf of the Trust (and, if applicable, any related Serviced Pari Passu Companion Loan Holders) to enforce
any obligations of the related Borrower under such Serviced Mortgage Loan or Serviced Loan Combination. Costs to the Master Servicer
or the Special Servicer of maintaining insurance policies pursuant to this Section 3.07 shall (subject to Section 3.11(h)
and Section 3.19(b)) be paid by, and reimbursable to, the Master Servicer or Special Servicer, as the case may be,
as a Servicing Advance.


 


(c)           
If (i) the Master Servicer or the Special Servicer shall obtain and maintain, or cause to be obtained and maintained,
a blanket policy or master force-placed policy insuring against hazard losses on all of any Serviced Mortgage Loans, Serviced Loan
Combinations or Administered REO Properties, as applicable, then, to the extent such policy (A) is obtained from a Qualified
Insurer having the Required Claims-Paying Ratings, and (B) provides protection equivalent to the individual policies otherwise
required herein and in the Mortgage Loan Documents or (ii) the Master Servicer or Special Servicer has long-term unsecured
debt obligations or deposit accounts that are rated not lower than “A-” by Fitch (or, if not rated by Fitch, an equivalent
rating by (A) at least two NRSROs (which may include Moody’s and/or Morningstar) or (B) one NRSRO (which may include
Moody’s or Morningstar) and A.M. Best Company) and “A3” by Moody’s (or, if not rated by Moody’s,
at least “A-” by S&P (or, if not rated by S&P, an equivalent rating by (A) at least two NRSROs (which
may include Fitch and/or Morningstar) or (B) one NRSRO (which may include Fitch or Morningstar) and A.M. Best Company)), or
it has received a Rating Agency Confirmation from each Rating Agency with respect to which such rating is not satisfied, and the
Master Servicer or the Special Servicer, as the case may be, self-insures for its obligation to maintain the individual policies
otherwise required, the Master Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have satisfied
its obligation to cause hazard insurance to be maintained on the related Mortgaged Properties or REO Properties, as applicable.
Such a blanket or master force-placed policy may contain a deductible clause (not in excess of a customary amount), in which
case the Master Servicer or the Special Servicer, as the case may be, whichever maintains such policy, shall, if there shall not
have been maintained on any Mortgaged Property securing a Serviced Mortgage Loan, Serviced Loan Combination or any Administered
REO Property thereunder a hazard insurance policy complying with the requirements of Section 3.07(a), and there shall
have been one or more losses that would have been covered by such an individual policy, promptly deposit into the Collection Account
(or to the extent the loss affects any Serviced Pari Passu Companion Loan Holder(s), in the Serviced Pari Passu Companion Loan
Custodial Account) maintained by the Master Servicer, from its own funds without any right of reimbursement from the Trust, the
amount not otherwise payable under the blanket or master force-placed policy in connection with such loss or losses because of
such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Serviced
Mortgage Loan or Serviced Loan Combination (or, in the absence of any such deductible limitation, the deductible limitation for
an individual policy which is consistent with the Servicing Standard). The Master Servicer and the Special Servicer shall each
prepare and present, on behalf of itself, the Trustee and Certificateholders and, if applicable, any related Serviced Pari Passu
Companion


 



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Loan Holders, claims under any such blanket or master force-placed policy maintained by it in a timely fashion in accordance
with the terms of such policy.


 


(d)          
With respect to each Performing Serviced Mortgage Loan that is subject to an Environmental Insurance Policy, if the
Master Servicer has actual knowledge of any event (an “Insured Environmental Event”) giving rise to a claim
under an Environmental Insurance Policy, the Master Servicer shall notify the Special Servicer to such effect and the Master Servicer
shall take reasonable actions as are in accordance with the Servicing Standard and the terms and conditions of such Environmental
Insurance Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust is entitled thereunder. With
respect to each Specially Serviced Mortgage Loan that is subject to an Environmental Insurance Policy, if the Special Servicer
has actual knowledge of any event giving rise to a claim under an Environmental Insurance Policy, the Special Servicer shall notify
the Master Servicer, which shall take reasonable actions as are in accordance with the Servicing Standard and the terms and conditions
of such Environmental Insurance Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust is
entitled thereunder. With respect to each Administered REO Property that is subject to an Environmental Insurance Policy, if the
Special Servicer has actual knowledge of any event giving rise to a claim under an Environmental Insurance Policy, the Special
Servicer shall take reasonable actions as are in accordance with the Servicing Standard and the terms and conditions of such Environmental
Insurance Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust is entitled thereunder. Any
legal fees or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any claim under an
Environmental Insurance Policy described above (whether by the Master Servicer or the Special Servicer) shall be (subject to Section 3.11(h)
and Section 3.19(b)) paid by, and reimbursable to, the Master Servicer or Special Servicer, as the case may be, as
a Servicing Advance.


 


(e)          
The Master Servicer and the Special Servicer shall each at all times during the term of this Agreement (or, in the
case of the Special Servicer, at all times during the term of this Agreement during which Specially Serviced Mortgage Loans and/or
Administered REO Properties exist as part of the Trust Fund) keep in force with a Qualified Insurer having the Required Claims-Paying
Ratings, a fidelity bond in such form and amount as are consistent with the Servicing Standard. The Master Servicer or Special
Servicer shall be deemed to have complied with the foregoing provision if an Affiliate thereof has such fidelity bond coverage
and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Master Servicer or the Special Servicer,
as the case may be. Such fidelity bond shall provide that it may not be canceled without ten (10) days’ prior written
notice to the Trustee. So long as the long-term unsecured debt obligations or deposit accounts of the Master Servicer or Special
Servicer, as applicable, are rated not lower than “A-” by Fitch (or, if not rated by Fitch, an equivalent (or higher)
rating by (1) any two other NRSROs (which may include Moody’s and/or Morningstar) or (2) one NRSRO (which may include Moody’s
or Morningstar) and A.M. Best Company) and “A3” by Moody’s (or, if not rated by Moody’s, at least “A
” by S&P (or, if not rated by S&P, an equivalent rating by (A) at least two NRSROs (which may include Fitch and/or
Morningstar) or (B) one NRSRO (which may include Fitch or Morningstar) and A.M. Best Company)), or it has received a Rating Agency
Confirmation from each Rating Agency with respect to which such rating is not satisfied, the Master Servicer or Special Servicer,
as the case may be, may self-


 



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insure with respect to the fidelity bond coverage required as described above, in which case it shall
not be required to maintain an insurance policy with respect to such coverage.


 


The Master Servicer
and the Special Servicer shall each at all times during the term of this Agreement (or, in the case of the Special Servicer, at
all times during the term of this Agreement during which Specially Serviced Mortgage Loans and/or Administered REO Properties exist
as part of the Trust Fund) also keep in force with a Qualified Insurer having the Required Claims-Paying Ratings, a policy or policies
of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its servicing
obligations hereunder, which policy or policies shall be in such form and amount as are consistent with the Servicing Standard.
The Master Servicer or Special Servicer shall be deemed to have complied with the foregoing provision if an Affiliate thereof has
such policy or policies and, by the terms of such policy or policies, the coverage afforded thereunder extends to the Master Servicer
or the Special Servicer, as the case may be. Any such errors and omissions policy shall provide that it may not be canceled without
ten (10) days’ prior written notice to the Trustee. So long as the long-term unsecured debt obligations or deposit accounts
of the Master Servicer or the Special Servicer, as applicable, are rated not lower than “A-” by Fitch (or, if not rated
by Fitch, an equivalent (or higher) rating by (1) any two other NRSROs (which may include Moody’s and/or Morningstar) or
(2) one NRSRO (which may include Moody’s or Morningstar) and A.M. Best Company) and “A3” by Moody’s (or,
if not rated by Moody’s, at least “A ” by S&P (or, if not rated by S&P, an equivalent rating by (A) at
least two NRSROs (which may include Fitch and/or Morningstar) or (B) one NRSRO (which may include Fitch or Morningstar) and A.M.
Best Company)), or it has received a Rating Agency Confirmation from each Rating Agency with respect to which such rating is not
satisfied, the Master Servicer or Special Servicer, as the case may be, may self-insure with respect to the errors and omissions
coverage required as described above, in which case it shall not be required to maintain an insurance policy with respect to such
coverage.


 


Section
3.08      Enforcement
of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permit the
assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfer of interests
in the related Borrower, in each case upon the satisfaction of specified conditions, prohibit such an assignment and assumption
or transfer except upon the satisfaction of specified conditions, or fully prohibit such an assignment and assumption or transfer,
and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption
or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the
related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permit
the further encumbrance of the related Mortgaged Property or interests in the related Borrower upon the satisfaction of specified
conditions, prohibit such a further encumbrance except upon the satisfaction of specified conditions, or fully prohibit such a
further encumbrance, in each case, and the related Borrower requests approval for such a further encumbrance or enters into a
further encumbrance in violation of the related Mortgage Loan Documents, the Master Servicer (with respect to a Performing Serviced
Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the Special Servicer (with respect
to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove
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or transfer or further encumbrance (in the case of a Borrower request
for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if
in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a
collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all
of the following conditions and/or restrictions shall apply:


 


(A)        
subject to Section 3.08(c), the Master Servicer shall not enter into such a waiver or approval for any
Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan, unless the Master
Servicer has obtained the consent of the Special Servicer (it being understood and agreed that (1) the Master Servicer shall
promptly provide the Special Servicer with (x) written notice of any Borrower request for such assignment and assumption or
such encumbrance, (y) the Master Servicer’s written recommendations and analysis, and (z) all information reasonably
available to the Master Servicer that the Special Servicer may reasonably request in order to withhold or grant any such consent,
(2) the Special Servicer shall decide whether to withhold or grant such consent in accordance with the Servicing Standard
(and subject to Section 3.24, and/or Section 3.26 if and as applicable), and (3) if any such consent
has not been expressly denied within fifteen (15) Business Days (or at least five (5) Business Days after the time period
provided for in the related Intercreditor Agreement) of the Special Servicer’s receipt from the Master Servicer of the Master
Servicer’s written recommendations and analysis and all information reasonably requested thereby and reasonably available
to the Master Servicer in order to make an informed decision, such consent shall be deemed to have been granted;


 


(B)        
if approval of an assignment and assumption or waiver of a due-on-sale provision is involved and the affected Serviced
Mortgage Loan is a Mortgage Loan that (together with all other Mortgage Loans, if any, that are in the same Cross-Collateralized
Group as such Mortgage Loan or have the same Borrower as such Mortgage Loan or have Borrowers that are known to be affiliated with
the Borrower under such Mortgage Loan) is one of the ten largest Mortgage Loans then in the Trust, has a Cut-off Date Principal
Balance in excess of $20,000,000, or if a Serviced Loan Combination is involved, then, subject to the related Mortgage Loan Documents
and applicable law, neither the Master Servicer (with respect to a Performing Serviced Mortgage Loan or, if applicable, any related
Performing Serviced Pari Passu Companion Loan) nor the Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall
enter into such approval or waiver unless and until such approval or waiver is the subject of a Rating Agency Confirmation (subject
to Section 3.27) and in the case of a Serviced Loan Combination, the equivalent confirmation from each Pari Passu Companion
Loan Rating Agency with respect to the related Serviced Pari Passu Companion Loan Securities; and


 


(C)         
if approval of a further encumbrance or waiver of a due-on-encumbrance provision is involved, then, subject to the
related Mortgage Loan


 



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Documents and applicable law, neither the Master Servicer (with respect to a Performing Serviced Mortgage
Loan or, if applicable, any related Performing Serviced Pari Passu Companion Loan) nor the Special Servicer (with respect to a
Specially Serviced Mortgage Loan) shall enter into such approval or waiver unless and until such approval or waiver is the subject
of a Rating Agency Confirmation (subject to Section 3.27) if the related Serviced Mortgage Loan (a) represents
2% or more of the then-aggregate principal balance of all of the Mortgage Loans then in the Trust Fund, (b) is one of the
ten largest Mortgage Loans then in the Trust Fund by principal balance, (c) has an aggregate loan-to-value ratio (including
existing and proposed additional debt) that is equal to or greater than 85% or (d) has an aggregate debt service coverage
ratio (including the debt service on the existing and proposed additional debt) that is less than 1.20x;


 


(D)         
if approval of an assignment and assumption or waiver of a due-on-sale provision is involved, then, subject to the
related Mortgage Loan Documents and applicable law, neither the Master Servicer (with respect to a Performing Serviced Mortgage
Loan or, if applicable, any related Performing Serviced Pari Passu Companion Loan) nor the Special Servicer (with respect to a
Specially Serviced Mortgage Loan) shall enter into such approval or waiver with respect to any Mortgaged Property which secures
a Cross-Collateralized Group unless (i) all of the Mortgaged Properties securing such Cross-Collateralized Group are transferred
simultaneously by the respective Borrower(s) or (ii) either (x) in the case of the Master Servicer, it has obtained the
consent of the Special Servicer (pursuant to the approval procedures described in clause (A) above) or (y) in
the case of the Special Servicer, it has obtained the consent of the Subordinate Class Representative (other than with respect
to any related Excluded Loan), if and to the extent required under Sections 3.24 and/or Section 3.26, as
applicable);


 


(E)         
subject to the related Mortgage Loan Documents and applicable law, neither the Master Servicer (with respect to a
Performing Serviced Mortgage Loan or, if applicable, any related Performing Serviced Pari Passu Companion Loan) nor the Special
Servicer (with respect to a Specially Serviced Mortgage Loan) shall enter into such approval or waiver unless all associated costs
and expenses (including the costs of any Rating Agency Confirmation) are covered without any expense to the Trust or (in the case
of a Serviced Loan Combination) any expense to any related Serviced Pari Passu Companion Loan Holder(s) (it being understood and
agreed that, except as expressly provided herein, neither the Master Servicer nor the Special Servicer shall be obligated to cover
or assume any such costs or expenses) and if the related Borrower refuses to pay any such costs and expenses then the Master Servicer
or Special Servicer, as applicable, shall be permitted to deny the related request;


 


(F)         
neither the Master Servicer (with respect to a Performing Serviced Mortgage Loan or, if applicable, any related Performing
Serviced Pari Passu Companion Loan) nor the Special Servicer (with respect to a Specially Serviced


 



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Mortgage Loan) shall, in connection
with any such approval or waiver, consent or agree to any modification, waiver or amendment of any term or provision of such Serviced
Mortgage Loan that would result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with
respect to the Grantor Trust Pool; and


 


(G)         
the Special Servicer shall not consent to the Master Servicer’s recommendation described in clause (A)
above, or itself enter into such an approval or waiver, unless the Special Servicer has complied with Section 3.24
and/or Section 3.26, as applicable.


 


Notwithstanding the
foregoing, in no event will the Master Servicer’s approval of an assignment and assumption or further encumbrance be conditioned
on the approval or absence of objection from the Special Servicer (or the Special Servicer interacting with the Subordinate Class Representative
in connection with such Master Servicer approval) if (a) the transaction is permitted under the related Mortgage Loan Documents
and (b) the conditions to the transaction that are set forth in the related Mortgage Loan Documents do not include the approval
of the lender or the exercise of lender discretion (other than confirming the satisfaction of the other conditions to the transaction
set forth in the related Mortgage Loan Documents that do not include any other approval or exercise of discretion).


 


(b)         
In connection with any permitted assumption of any Serviced Mortgage Loan or Serviced Loan Combination or waiver
of a “due-on-sale” or “due-on-encumbrance” clause thereunder, the Master Servicer (in the case of a Performing
Serviced Mortgage Loan) or the Special Servicer (in the case of a Specially Serviced Mortgage Loan) shall prepare all documents
necessary and appropriate for such purposes and shall coordinate with the related Borrower for the due execution and delivery of
such documents.


 


(c)         
Notwithstanding Section 3.08(a), in connection with any transfer of an interest in the related Borrower
under a Performing Serviced Mortgage Loan or related Serviced Pari Passu Companion Loan, the Master Servicer shall have the right
to grant its consent to the same without the consent or approval of the Special Servicer (or the Special Servicer interacting with
the Subordinate Class Representative in connection with such Master Servicer consent) if such transfer is allowed under the
terms of the related Mortgage Loan Documents without the exercise of any lender approval or discretion other than confirming the
satisfaction of the other conditions to the transfer set forth in the related Mortgage Loan Documents that do not include any other
approval or exercise of discretion and does not involve incurring new mezzanine indebtedness, including a consent to transfer to
any subsidiary or affiliate of such Borrower or to a person acquiring less than a majority interest in such Borrower; provided
that, subject to the terms of the related Mortgage Loan Documents and applicable law, if (i) the affected Serviced Mortgage
Loan is or relates to a Mortgage Loan that, together with all other Mortgage Loans, if any, that are in the same Cross-Collateralized
Group as such Mortgage Loan or have the same Borrower as such Mortgage Loan or have Borrowers that are known to be affiliated with
the Borrower under such Mortgage Loan, is one of the then-current top ten Mortgage Loans (by Stated Principal Balance) in the Mortgage
Pool, has a Cut-off Date Principal Balance in excess of $20,000,000, or has a Stated Principal Balance that equals or exceeds 5%
of the then-aggregate Stated Principal Balance of the Mortgage Pool, or a Serviced Loan Combination is involved and


 



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the related
Other Pooling and Servicing Agreement would require Rating Agency Confirmation if such Serviced Loan Combination was serviced thereunder,
and (ii) the transfer is of an interest in the Borrower greater than 49% or otherwise would result in a change in control
of the Borrower (for these purposes, “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),
then the Master Servicer shall not consent to such transfer unless and until such transfer is the subject of a Rating Agency Confirmation
(subject to Section 3.27) (and, in the case of any applicable Serviced Mortgage Loan that is part of a Loan Combination,
an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency, if applicable pursuant to Section 3.27(k))
(the costs of which are to be payable by the related Borrower to the extent provided for in the related Mortgage Loan Documents,
which provisions shall not be waived by the Master Servicer, and, if not paid, such costs shall be paid by and reimbursed to the
Master Servicer as an Additional Trust Fund Expense). The Master Servicer shall be entitled to collect and receive from Borrowers
any customary fees in connection with such transfers of interest as Additional Master Servicing Compensation.


 


Section
3.09     Realization Upon Defaulted
Serviced Mortgage Loans. (a) The Special Servicer shall, subject to Sections 3.09(b), 3.09(c), 3.09(d),
Section 3.24, Section 3.26 and/or Section 3.28, as applicable, exercise reasonable efforts,
consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership of the real property and
other collateral securing any Serviced Mortgage Loan or Serviced Loan Combination that comes into and continues in default and
as to which no satisfactory arrangements can be made for collection of delinquent payments, including pursuant to Section 3.20.
In connection with the foregoing, in the event of a default under any Serviced Mortgage Loan, Serviced Loan Combination or
Cross-Collateralized Group that is secured by real properties located in multiple states, and such states include California or
another state with a statute, rule or regulation comparable to California’s “one action rule”, then the Special
Servicer shall consult Independent counsel regarding the order and manner in which the Special Servicer should foreclose upon
or comparably proceed against such properties. The Special Servicer may direct the Master Servicer to advance, as contemplated
by Section 3.19(b), all costs and expenses (including attorneys’ fees and litigation costs and expenses) to
be incurred on behalf of the Trust in any such proceedings or such consultation, subject to the Master Servicer being entitled
to reimbursement for any such advance as a Servicing Advance as provided in Section 3.05(a), and further subject to
the Special Servicer’s being entitled to pay out of the related Liquidation Proceeds, Insurance Proceeds and/or Condemnation
Proceeds any Liquidation Expenses incurred in respect of any Serviced Mortgage Loan or Serviced Loan Combination, which Liquidation
Expenses were outstanding at the time such proceeds are received. Nothing contained in this Section 3.09 shall be
construed so as to require 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 Special Servicer
taking into account the factors described in Section 3.18 and the results of any appraisal obtained pursuant to the
following sentence or otherwise, all such cash bids to be made in a manner consistent with the Servicing Standard. If and when
the Master Servicer or the Special Servicer deems it necessary in accordance with the Servicing Standard for purposes of establishing
the fair market value of any Mortgaged Property securing a defaulted Serviced Mortgage Loan or


 



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Serviced Loan Combination, whether
for purposes of bidding at foreclosure or otherwise, the Master Servicer or the Special Servicer (as the case may be) is authorized
to have an Appraisal completed with respect to such property (the cost of which appraisal shall be covered by, and be reimbursable
as, a Servicing Advance).


 


The Master Servicer
shall not foreclose upon or otherwise comparably convert, including by taking title thereto, any real property or other collateral
securing a Defaulted Mortgage Loan or Serviced Loan Combination.


 


(b)         
Notwithstanding the foregoing provisions of this Section 3.09, no Mortgaged Property shall be acquired
by the Special Servicer on behalf of the Trust (and, in the case of a Serviced Loan Combination, the related Serviced Pari Passu
Companion Loan Holder(s)) under such circumstances, in such manner or pursuant to such terms as would (i) cause such Mortgaged
Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (unless
the portion of such REO Property that is not treated as “foreclosure property” and that is held by any REMIC Pool at
any given time constitutes not more than a de minimis amount of the assets of such REMIC Pool within the meaning of
Treasury Regulations Section 1.860D-1(b)(3)(i) and (ii)), or (ii) except as permitted by Section 3.17(a),
subject the Trust to the imposition of any federal income or prohibited transaction taxes under the Code. Subject to the foregoing,
however, a Mortgaged Property may be acquired through a single-member limited liability company. In addition, except as permitted
under Section 3.17(a), the Special Servicer shall not acquire any personal property on behalf of the Trust (and, in
the case of a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s) pursuant to this Section 3.09
unless either:


 


(i)           
such personal property is incident 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 covered by, and reimbursable
as, a Servicing Advance) to the effect that the holding of such personal property as part of the Trust Fund will not result in
an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool.


 


(c)         
Notwithstanding the foregoing provisions of this Section 3.09, the Special Servicer shall not, on behalf
of the Trust (and, in the case of a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s)), have
a receiver of rents appointed with respect to a Mortgaged Property, or obtain title to a Mortgaged Property by foreclosure, deed
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, could, in the reasonable judgment of the Special Servicer, exercised
in accordance with the Servicing Standard, 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:


 


(i)          
the Special Servicer has previously determined in accordance with the Servicing Standard, based on a Phase I Environmental
Assessment (and any


 



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additional environmental testing that the Special Servicer deems necessary and prudent) of such Mortgaged Property
conducted by an Independent Person who regularly conducts Phase I Environmental Assessments and performed during the nine-month
period preceding any such acquisition of title or other action, that such Mortgaged Property is in compliance with applicable environmental
laws and regulations and there are no circumstances or conditions present at the Mortgaged Property relating to the use, management
or disposal of Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation could be
required under any applicable environmental laws and regulations; or


 


(ii)          
if the determination described in clause (c)(i) above cannot be made, the Special Servicer has previously
determined in accordance with the Servicing Standard, on the same basis as described in clause (c)(i) above, and taking
into account the coverage provided under the related Environmental Insurance Policy, that it would maximize the recovery to the
Certificateholders and, in the case of a Mortgaged Property securing a Serviced Loan Combination, to the related Serviced Pari
Passu Companion Loan Holder(s) (as a collective whole) on a present value basis (the relevant discounting of anticipated collections
that will be distributable to Certificateholders and, in the case of a Mortgaged Property securing a Serviced Loan Combination,
to the related Serviced Pari Passu Companion Loan Holder(s), to be performed at the related Net Mortgage Rate (or (x) in the
case of an ARD Mortgage Loan after its Anticipated Repayment Date, at the related Net Mortgage Rate immediately prior to the Anticipated
Repayment Date, or (y) in the case of a Serviced Loan Combination, at the weighted average of the Net Mortgage Rates for the
related notes)) to acquire title to or possession of the Mortgaged Property and to take such remedial, corrective and/or other
further actions as are necessary to bring the Mortgaged Property into compliance with applicable environmental laws and regulations
and to appropriately address any of the circumstances and conditions referred to in clause (c)(i) above.


 


Any such determination
by the Special Servicer contemplated by clause (i) or clause (ii) of the preceding paragraph shall be evidenced
by an Officer’s Certificate to such effect delivered to the Trustee, the Master Servicer, the Subordinate Class Representative
(other than with respect to any Mortgaged Property securing a related Excluded Loan) and the Majority Subordinate Certificateholder
(other than with respect to any Mortgaged Property securing a related Excluded Loan) (and, in the case of a Mortgaged Property
securing a Serviced Loan Combination, to the related Serviced Pari Passu Companion Loan Holder(s)), specifying all of the bases
for such determination, such Officer’s Certificate to be accompanied by all related environmental reports.


 


The cost of such Phase
I Environmental Assessment and any such additional environmental testing, as well as the cost of any remedial, corrective or other
further action contemplated by clause (i) and/or clause (ii) above of the first paragraph of Section 3.09(c),
shall be paid out of the Collection Account (subject to, if it relates to one or more Mortgage Loans in a Serviced Loan Combination,
the proviso at the end of the first paragraph (that is, the initial paragraph that includes the enumerated clauses (i)
through (xxiii) of Section 3.05(a)(I)).


 



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(d)          
If neither of the conditions set forth in clauses (i) and (ii) of the first paragraph of Section 3.09(c)
has been satisfied with respect to any Mortgaged Property securing a defaulted Serviced Mortgage Loan (or, if applicable, a Serviced
Loan Combination), the Special Servicer shall take such action as is in accordance with the Servicing Standard (other than proceeding
against the Mortgaged Property) and, at such time as it deems appropriate, may, on behalf of the Trust and, if applicable, any
related Serviced Pari Passu Companion Loan Holder(s), release all or a portion of such Mortgaged Property from the lien of the
related Mortgage; provided that both (i) if such Serviced Mortgage Loan has a then-outstanding principal balance greater
than $1,000,000, then prior to the release of all or a portion of the related Mortgaged Property from the lien of the related Mortgage,
the Special Servicer shall have notified the Rating Agencies (subject to Section 3.27), the Subordinate Class Representative,
the Majority Subordinate Certificateholder, the Trustee, the Certificate Administrator and the Master Servicer, in writing of its
intention to so release all or a portion of such Mortgaged Property and the basis for the determination that such intention, in
the Special Servicer’s good faith judgment, was consistent with the Servicing Standard and (ii) if any Serviced Loan
Combination is involved, the holders of the related Serviced Pari Passu Companion Loan or their representatives shall have the
rights, if any, in respect thereof that are enumerated in the related Intercreditor Agreement.


 


(e)           
The Special Servicer shall report to the Trustee, the Master Servicer, the Majority Subordinate Certificateholder
(other than with respect to any Mortgaged Property securing a related Excluded Loan), the Trust Advisor (during any Collective
Consultation Period and any Senior Consultation Period), the Subordinate Class Representative (during any Subordinate Control
Period and any Collective Consultation Period and other than with respect to any Mortgaged Property securing a related Excluded
Loan), and, in case of a Mortgaged Property securing a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan
Holder(s), monthly in writing as to any actions taken by the Special Servicer with respect to any Mortgaged Property as to which
neither of the conditions set forth in clauses (i) and (ii) of the first paragraph of Section 3.09(c)
has been satisfied, in each case until the earliest to occur of satisfaction of either of such conditions, release of the lien
of the related Mortgage on such Mortgaged Property and the related Mortgage Loan’s (or in the case of a Serviced Loan Combination,
each of the related Mortgage Loan and any related Serviced Pari Passu Companion Loan(s)) becoming a Corrected Mortgage Loan.


 


(f)           
The Special Servicer shall have the right to determine, in accordance with the Servicing Standard, with respect to
any Specially Serviced Mortgage Loan, the advisability of seeking to obtain a deficiency judgment if the state in which the related
Mortgaged Property is located and the terms of the subject Mortgage Loan permit such an action and shall, in accordance with the
Servicing Standard, seek such deficiency judgment if it deems advisable. The Master Servicer, at the direction of the Special Servicer,
shall make a Servicing Advance for the costs incurred in pursuing any such deficiency action, provided that the Master Servicer
shall not be obligated in connection therewith to advance any funds, which if so advanced would constitute a Nonrecoverable Advance.


 


(g)          
Annually in each January, the Master Servicer shall, with the reasonable cooperation of the Special Servicer, prepare
and file with the IRS on a timely basis the information returns with respect to the reports of foreclosures and abandonments and
reports relating to any cancellation of indebtedness income with respect to any Serviced Mortgage Loan,


 



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or Mortgaged Property securing
a Serviced Mortgage Loan and any Serviced Loan Combination, required by Sections 6050H (as applicable), 6050J and 6050P of
the Code. Contemporaneously therewith, the Master Servicer shall deliver a copy of such information returns to the Special Servicer
and the Trustee.


 


(h)         
As soon as the Special Servicer makes a Final Recovery Determination (during any Subordinate Control Period and any
Collective Consultation Period, such determination to be made in consultation with the Subordinate Class Representative and
the related calculations to be subject to the approval of such Subordinate Class Representative, in each case, other than
with respect to any Mortgaged Property securing a related Excluded Loan) with respect to any Mortgage Loan, Serviced Loan Combination
or REO Property, it shall promptly notify the Certificate Administrator, the Trustee, the Rating Agencies (subject to Section 3.27),
the Master Servicer (unless it is the one making the determination), the Trust Advisor (during any Collective Consultation Period
and any Senior Consultation Period) and the Subordinate Class Representative (during any Subordinate Control Period and any
Collective Consultation Period and other than with respect to any related Excluded Loan). The Special Servicer shall maintain accurate
records, prepared by a Servicing Officer, of each such Final Recovery Determination (if any) made by it and the basis thereof.
Each such Final Recovery Determination (if any) shall be evidenced by an Officer’s Certificate delivered to the Certificate
Administrator, the Trustee, the Master Servicer (unless it is the one making the determination), the Trust Advisor (during any
Collective Consultation Period and any Senior Consultation Period) and the Subordinate Class Representative (during any Subordinate
Control Period and any Collective Consultation Period and other than with respect to any related Excluded Loan) no later than ten
(10) Business Days following such Final Recovery Determination.


 


(i)          
Notwithstanding anything the contrary, to the extent that the Special Servicer acquires a Mortgaged Property that
is a hospitality property on behalf of the Trust and such hospitality property has a franchise or licensing agreement that requires
a successor or replacement franchisee or licensee to have a specified net worth, the Special Servicer shall, to the extent consistent
with the Servicing Standard, take all actions reasonably necessary to permit the Mortgaged Property to maintain its franchise or
license with the same franchisor or licensor in place prior to such foreclosure.


 


Section
3.10      Trustee to Cooperate;
Release of Mortgage Files. (a) Upon the payment in full of any Serviced Mortgage Loan, or the receipt by the Master Servicer
of a notification that payment in full shall be escrowed or made in a manner customary for such purposes, the Master Servicer
shall promptly so notify the Trustee and the Custodian and, in the case of any Serviced Pari Passu Companion Loan, the Master
Servicer shall promptly so notify any related Serviced Pari Passu Companion Loan Holder, and request delivery to it or its designee
of the related Mortgage File and request delivery to it or its designee of the related Mortgage Note, as applicable (such notice
and request to be effected by delivering to the Custodian a Request for Release in the form of Exhibit F-1 attached hereto,
which Request for Release shall be accompanied by the form of any release or discharge to be executed by the Custodian and, in
the case of a Serviced Pari Passu Companion Loan, the related Serviced Pari Passu Companion Loan Holder, 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 and/or in the case of any Serviced Pari Passu Companion Loan, in the


 



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Serviced Pari Passu Companion Loan
Custodial Account, as applicable, pursuant to Section 3.04 have been or will be so deposited). Upon receipt of such Request
for Release, the Custodian shall promptly release the related Mortgage File to the Master Servicer or its designee and shall deliver
to the Master Servicer or its designee such accompanying release or discharge, duly executed. No expenses incurred in connection
with preparing or recording any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account,
the Serviced Pari Passu Companion Loan Custodial Account or the Distribution Account.


 


(b)          
If from time to time, and as appropriate for servicing or foreclosure of any Serviced Mortgage Loan, the Master Servicer
or the Special Servicer shall otherwise require any Mortgage File (or any portion thereof) or, in the case of any Serviced Pari
Passu Companion Loan, the related Mortgage Note, then, upon request of the Master Servicer and receipt from the Master Servicer
of a Request for Release in the form of Exhibit F-1 attached hereto signed by a Servicing Officer thereof, or upon request
of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit F-2 attached
hereto, the Custodian shall release such Mortgage File (or portion thereof) or such Mortgage Note to the Master Servicer or the
Special Servicer, as the case may be, or its designee. Upon return of such Mortgage File (or portion thereof) to the Person from
whom it was obtained as described above, or upon the Special Servicer’s delivery to such Person of an Officer’s Certificate
stating that (i) such Mortgage Loan was liquidated and all amounts received or to be received in connection with such liquidation
that are required to be deposited into the Collection Account and/or the Serviced Pari Passu Companion Loan Custodial Account (if
any) pursuant to Section 3.04 have been or will be so deposited or (ii) such Mortgage Loan has become an REO Mortgage
Loan, a copy of the Request for Release shall be returned to the Master Servicer or the Special Servicer, as applicable, by the
Person to whom it was delivered as described above.


 


(c)          
Within five (5) Business Days of the Special Servicer’s written request therefor (or, in case of an exigency,
within such shorter period as is reasonable under the circumstances), the Trustee and, in the case of a Serviced Loan Combination,
any related Serviced Pari Passu Companion Loan Holder shall execute and deliver to the Special Servicer, in the form supplied to
the Trustee or any related Serviced Pari Passu Companion Loan Holder(s), as applicable, by the Special Servicer, any court pleadings,
requests for trustee’s sale or other documents reasonably necessary, with respect to any Mortgage Loan, to the foreclosure
or trustee’s sale in respect of the related Mortgaged Property or to any legal action brought to obtain judgment against
the related Borrower on the Mortgage Note 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 or to defend any legal action or counterclaim
filed against the Trust, the Master Servicer, the Special Servicer or any related Serviced Pari Passu Companion Loan Holder(s);
provided that the Trustee and each such Serviced Pari Passu Companion Loan Holder may alternatively execute and deliver
to the Special Servicer, in the form supplied to the Trustee and such Serviced Pari Passu Companion Loan Holder, as applicable
by the Special Servicer, a limited power of attorney issued in favor of the Special Servicer, subject to Section 3.01(b),
and empowering the Special Servicer to execute and deliver any or all of such pleadings or documents on behalf of the Trustee and
any Serviced Pari Passu Companion Loan Holder (however, neither the Trustee nor any such Serviced Pari Passu Companion Loan Holder
shall be liable for any misuse of such power of attorney by the Special Servicer). Together with such pleadings or documents (or
such power of attorney), the Special


 



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Servicer shall deliver to the Trustee or such Serviced Pari Passu Companion Loan Holder an
Officer’s Certificate requesting that such pleadings or documents (or such power of attorney) be executed by the Trustee
or such Serviced Pari Passu Companion Loan Holder and certifying as to the reason such pleadings or documents are required and
that the execution and delivery thereof by the Trustee or such Serviced Pari Passu Companion Loan Holder (or by the Special Servicer
on behalf of such Person) 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. Within five (5) Business Days following receipt, the Trustee
shall forward any documents it receives related to the servicing of the Mortgage Loans (including but not limited to any court
pleadings and other documents related to legal action involving any Borrower or Mortgaged Property) to the Special Servicer. Upon
delivery of such documents, the Trustee shall not be liable for any loss, claim or expense related to any failure by the Special
Servicer to process such documentation in a timely fashion. Any document delivered to the Special Servicer shall be deemed to have
been duly delivered when delivered via overnight carrier to the address of such party as set forth in Section 12.05.


 


(d)          
If from time to time, pursuant to the terms of an Intercreditor Agreement and the related Non-Trust Pooling and Servicing
Agreement related to a Non-Trust-Serviced Pooled Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly
servicing, such Non-Trust-Serviced Pooled Mortgage Loan, the related Non-Trust Master Servicer, the related Non-Trust Special Servicer
or other similar party requests delivery to it of the original Mortgage Note for such Non-Trust-Serviced Pooled Mortgage Loan,
then such party shall deliver a Request for Release in the form of Exhibit F-1 attached hereto to the Custodian and the
Custodian shall release or cause the release of such original Mortgage Note to the requesting party or its designee. In connection
with the release of the original Mortgage Note for a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the preceding sentence,
the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Non-Trust Master Servicer,
the related Non-Trust Special Servicer or such other similar party, as the case may be, of such original Mortgage Note as custodian
on behalf of and for the benefit of the Trustee.


 


Section
3.11    Master Servicing and Special Servicing
Compensation; Interest on and Reimbursement of Servicing Advances; Payment of Certain Expenses; Obligations of the Trustee Regarding
Back-up Servicing Advances. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive
monthly the Master Servicing Fee with respect to each Mortgage Loan and any Serviced Pari Passu Companion Loan (including each
Specially Serviced Mortgage Loan), and each successor REO Mortgage Loan thereto (in the case of a Serviced Loan Combination, including
(in each case) both the interest therein represented by the related Mortgage Loan and the interest therein represented by the
related Serviced Pari Passu Companion Loan). As to each such Mortgage Loan, Serviced Pari Passu Companion Loan and REO Mortgage
Loan, for each calendar month (commencing with November 2015) or any applicable portion thereof, the Master Servicing Fee shall
accrue at the related Master Servicing Fee Rate (or, (i) in the case of a Serviced Pari Passu Mortgage Loan, at the sum of
the applicable Master Servicing Fee Rate and the applicable Pari Passu Primary Servicing Fee Rate or (ii) in the case of
a Serviced Pari Passu Companion Loan, at the applicable Pari Passu Primary Servicing Fee Rate) on the Stated Principal Balance
of such Mortgage Loan, Serviced Pari Passu Companion Loan or such REO Mortgage Loan, as the case may be, and shall be calculated
on


 



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the same Interest Accrual
Basis as is applicable to such Mortgage Loan, Serviced Pari Passu Companion Loan or REO Mortgage Loan, as the case may be, and
for the same number of days respecting which any related interest payment due on such Mortgage Loan, Serviced Pari Passu Companion
Loan or deemed to be due on such REO Mortgage Loan is computed under the terms of the related Mortgage Note (as such terms may
be changed or modified at any time following the Closing Date) and applicable law. To the extent attributable to a Mortgage Loan,
the Master Servicing Fee with respect to any Mortgage Loan or any REO Mortgage Loan shall cease to accrue (but not as to any Replacement
Mortgage Loan with respect thereto) if a Liquidation Event occurs in respect of such Mortgage Loan. Furthermore, to the extent
attributable to any Serviced Pari Passu Companion Loan or any REO Mortgage Loan with respect thereto, the Master Servicing Fee
shall cease to accrue if a Liquidation Event occurs in respect of the related Mortgage Loan. Master Servicing Fees earned with
respect to any Mortgage Loan, Serviced Pari Passu Companion Loan or any REO Mortgage Loan shall be payable monthly from payments
of interest on such Mortgage Loan, Serviced Pari Passu Companion Loan or REO Revenues allocable as interest on such REO Mortgage
Loan, as the case may be. The Master Servicer shall be entitled to recover unpaid Master Servicing Fees in respect of any Mortgage
Loan or any REO Mortgage Loan out of the portion any related Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds
allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be and, to the extent such amounts are not sufficient
to pay accrued Master Servicing Fees on any Mortgage Loan and a Liquidation Event has occurred with respect to such Mortgage Loan,
from general collections on the Mortgage Loans on deposit in the Collection Account. Master Servicing Fees earned with respect
to a Serviced Pari Passu Companion Loan (or any successor REO Mortgage Loan with respect thereto) shall be payable out of the
Serviced Pari Passu Companion Loan Custodial Account as provided in Section 3.05(f). From the Master Servicing Fee
actually received by the Master Servicer related to the Holiday Inn – Lafayette Mortgage Loan or any successor REO Mortgage
Loan, on each Master Servicer Remittance Date, the Master Servicer shall remit the accrued but unpaid Holiday Inn – Lafayette
Retained Fee Amount to First Charter Financial Corporation or its designee by wire transfer of immediately available funds to
an account specified by the intended recipient or by such other method as such recipient and the Master Servicer shall mutually
and reasonably agree. The “Holiday Inn – Lafayette Retained Fee Amount” shall be, for each Master Servicer
Remittance Date, an amount accrued from time to time at 0.05% per annum on the Stated Principal Balance of the Holiday
Inn – Lafayette Mortgage Loan or any successor REO Mortgage Loan and shall be calculated on the same Interest Accrual Basis
as is applicable to such Mortgage Loan or REO Mortgage Loan, as the case may be, and for the same number of days respecting which
any related interest payment due on such Mortgage Loan or deemed to be due on such REO Mortgage Loan is computed under the terms
of the related Mortgage Note (as such terms may be changed or modified at any time following the Closing Date) and applicable
law.


 


WFB and any successor
holder of the related Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell, pledge
or otherwise assign its Excess Servicing Fee Rights in whole (but not in part), in either case, to any Qualified Institutional
Buyer or Institutional Accredited Investor (other than a Plan), provided that no such transfer, sale, pledge or other assignment
shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state and foreign securities laws and is otherwise made in accordance with
the Securities Act and such state and foreign securities laws, (ii) the prospective transferor


 



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shall have delivered to the
Depositor a certificate substantially in the form attached as Exhibit F-3A hereto, and (iii) the prospective transferee
shall have delivered to WFB, and the Depositor a certificate substantially in the form attached as Exhibit F-3B hereto.
None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify an Excess Servicing Fee Right
under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit
the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. WFB and each holder
of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right
shall, and WFB hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing
Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person,
to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the
Custodian, the Master Servicer, the Trust Advisor, the Certificate Registrar and the Special Servicer against any liability that
may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal,
state and foreign securities laws or is not made in accordance with such federal, state and foreign laws or in accordance with
the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed
to have agreed not to use or disclose such information in any manner that could result in a violation of any provision of the Securities
Act or other applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act. From time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee
Right or if at any time WFB shall no longer be the Master Servicer but shall retain an Excess Servicing Fee Right, the Person then
acting as the Master Servicer shall pay, out of each amount paid to the Master Servicer as Master Servicing Fees with respect to
each subject Mortgage Loan, Serviced Pari Passu Companion Loan or REO Mortgage Loan, as the case may be, the related Excess Servicing
Fees to the holder of such Excess Servicing Fee Right within one Business Day following the payment of such Master Servicing Fees
to the Master Servicer, in each case in accordance with payment instructions provided by such holder in writing to the Master Servicer.
The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding
sentences of this paragraph. None of the Certificate Administrator, the Certificate Registrar, the Depositor, the Special Servicer,
the Trustee, the Trust Advisor, the Custodian or the Tax Administrator shall have any obligation whatsoever regarding payment of
the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right.


 


The Master Servicer’s
right to receive the Master Servicing Fees to which it is entitled may not be transferred in whole or in part except in connection
with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement and except as otherwise
expressly provided herein, including as contemplated by the prior paragraph.


 


(b)          
The Master Servicer shall be entitled to receive the following items as additional servicing compensation, in each
case, related to a Mortgage Loan or Serviced Pari Passu Companion Loan, or, in the case of clause (x), related to an
Investment Account maintained by the Master Servicer (the following items, collectively, “Additional Master Servicing
Compensation”):


 



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(i)          
100% of any defeasance fees actually collected during the related Collection Period in connection with the defeasance
of a Serviced Mortgage Loan or Serviced Loan Combination, if applicable (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);


 


(ii)         
(x) 50% of Modification Fees actually collected during the related Collection Period with respect to Performing Serviced
Mortgage Loans and any Performing Serviced Pari Passu Companion Loans and paid in connection with a consent, approval or other
action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval)
of the Special Servicer under the other provisions of this Agreement and (y) 100% of Modification Fees actually collected
during the related Collection Period with respect to Performing Serviced Mortgage Loans and any Performing Serviced Pari Passu
Companion Loans and paid in connection with a consent, approval or other action that the Master Servicer is permitted to take in
the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this
Agreement;


 


(iii)       
100% of Assumption Fees collected during the related Collection Period with respect to Performing Serviced Mortgage
Loans and any Performing Serviced Pari Passu Companion Loans in connection with a consent, approval or other action that the Master
Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer
under the other provisions of this Agreement, and 50% of Assumption Fees collected during the related Collection Period with respect
to Performing Serviced Mortgage Loans and any Performing Serviced Pari Passu Companion Loans in connection with a consent, approval
or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent
or approval) of the Special Servicer under the other provisions of this Agreement;


 


(iv)        
100% of Assumption Application Fees collected during the related Collection Period with respect to Performing Serviced
Mortgage Loans and any Performing Serviced Pari Passu Companion Loans;


 


(v)         
100% of consent fees on Performing Serviced Mortgage Loans and any Performing Serviced Pari Passu Companion Loans
in connection with a consent that involves no modification, waiver or amendment of the terms of any Performing Serviced Mortgage
Loan and any Performing Serviced Pari Passu Companion Loans and is paid in connection with a consent the Master Servicer is permitted
to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions
of this Agreement, and 50% of consent fees on Performing Serviced Mortgage Loans and any Performing Serviced Pari Passu Companion
Loans in connection with a consent that involves no modification, waiver or amendment of the terms of any Performing Serviced Mortgage
Loan and any Performing Serviced Pari Passu


 



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Companion Loans and is paid in connection with a consent that the Master Servicer is
not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the
other provisions of this Agreement;


 


(vi)         
any and all amounts collected for checks returned for insufficient funds on all Serviced Mortgage Loans and any Serviced
Pari Passu Companion Loan;


 


(vii)       
100% of charges for beneficiary statements or demands actually paid by the Borrowers under the Performing Serviced
Mortgage Loans and any Performing Serviced Pari Passu Companion Loans;


 


(viii)       
(a) 100% of other loan processing fees actually paid by the Borrowers under the Performing Serviced Mortgage Loans
and any Performing Serviced Pari Passu Companion Loan to the extent that the consent of the Special Servicer is not required in
connection with the associated action and (b) 50% of other loan processing fees actually paid by the Borrowers under the Performing
Serviced Mortgage Loans and any Performing Serviced Pari Passu Companion Loans to the extent that the consent of the Special Servicer
is required in connection with the associated action;


 


(ix)         
any Prepayment Interest Excesses arising from any Principal Prepayments on the Mortgage Loans;


 


(x)          
interest or other income earned on deposits in the Investment Accounts maintained by the Master Servicer, in accordance
with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to any such Investment
Account for each Collection Period and, further, in the case of a Servicing Account or Reserve Account, only to the extent such
interest or other income is not required to be paid to any Borrower under applicable law or under the related Mortgage Loan); and


 


(xi)         
a portion of Net Default Charges as set forth in Section 3.25.


 


To the extent that
any of the amounts described in clauses (i) through (ix) in the preceding paragraph are collected by the
Special Servicer, the Special Servicer shall promptly pay such amounts to the Master Servicer.


 


For the avoidance of
doubt, with respect to any fee split between the applicable Master Servicer and the applicable Special Servicer pursuant to the
terms of this Agreement, the applicable Master Servicer and the applicable 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 (x) neither
the applicable Master Servicer nor the applicable 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 of the applicable Master Servicer or the applicable 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 shall not have any right to share


 



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in any portion of the other party’s fee. For the avoidance of doubt,
if the applicable Master Servicer decides not to charge any fee, the applicable Special Servicer shall still be entitled to charge
the portion of the related fee the applicable Special Servicer would have been entitled to if the applicable Master Servicer had
charged a fee and the applicable Master Servicer shall not be entitled to any of such fee charged by the applicable Special Servicer.


 


(c)          
As compensation for its activities hereunder, the Special Servicer shall be entitled to receive monthly the Special
Servicing Fee with respect to each Specially Serviced Mortgage Loan (in the case of a Serviced Loan Combination, including both
the interest therein represented by the related Mortgage Loan and interest therein represented by the related Serviced Pari Passu
Companion Loan), and each successor REO Mortgage Loan (in the case of a Serviced Loan Combination, including both the interest
therein represented by the related Mortgage Loan and the interest therein represented by the related Serviced Pari Passu Companion
Loan) thereto that relates to an Administered REO Property. As to each such Specially Serviced Mortgage Loan and REO Mortgage Loan
(in the case of a Serviced Loan Combination, including both the interest therein represented by the related Mortgage Loan and the
interest therein represented by the related Serviced Pari Passu Companion Loan), for any particular calendar month or applicable
portion thereof, the Special Servicing Fee shall accrue at the Special Servicing Fee Rate on the Stated Principal Balance of such
Specially Serviced Mortgage Loan or related REO Mortgage Loan, as the case may be, and shall be calculated on the same Interest
Accrual Basis as is applicable for such Specially Serviced Mortgage Loan or REO Mortgage Loan, as the case may be, and for the
same number of days respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be
due on such REO Mortgage Loan is computed under the terms of the related Mortgage Note (as such terms may be changed or modified
at any time following the Closing Date) and applicable law. To the extent attributable to a Mortgage Loan, the Special Servicing
Fee with respect to any Specially Serviced Mortgage Loan or any successor REO Mortgage Loan thereto shall cease to accrue as of
the date a Liquidation Event occurs in respect of such Mortgage Loan or, in the case of such a Specially Serviced Mortgage Loan,
as of the date that such Mortgage Loan becomes a Corrected Mortgage Loan. To the extent attributable to a Serviced Pari Passu Companion
Loan, the Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or any successor REO Mortgage Loan thereto
shall cease to accrue as of the date a Liquidation Event occurs in respect of the related Mortgage Loan or REO Property included
in the same Serviced Loan Combination or, in the case of such a Specially Serviced Mortgage Loan, as of the date the related Mortgage
Loan becomes a Corrected Mortgage Loan. Earned but unpaid Special Servicing Fees with respect to Mortgage Loans that are Specially
Serviced Mortgage Loans and REO Mortgage Loans shall be payable (pursuant to Section 3.05(a)) monthly first out of
related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then out of general collections on the
Mortgage Loans and any REO Properties on deposit in the Collection Account and earned but unpaid Special Servicing Fees with respect
to a Serviced Loan Combination or any successor REO Mortgage Loan with respect thereto shall be payable in accordance with the
related Intercreditor Agreement and first, out of the proceeds of such Serviced Loan Combination on deposit in the Collection
Account and/or the Serviced Pari Passu Companion Loan Custodial Account (as applicable) and then out of general collections
in the Collection Account (following which, the Special Servicer shall use efforts in accordance with the Servicing Standard to
exercise promptly the rights of the Trust Fund under the related Intercreditor Agreement to obtain reimbursement from the related
Serviced Pari Passu Companion Loan Holder (or if any


 



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Serviced Pari Passu Companion Loan is held by an Other Securitization, from
such Other Securitization) of such Serviced Pari Passu Companion Loan’s allocable share of such Special Servicing Fees to
the extent so paid from general collections in the Collection Account).


 


As further compensation
for its activities hereunder, the Special Servicer shall be entitled to receive the Workout Fee with respect to each Serviced Mortgage
Loan and any related Serviced Pari Passu Companion Loan that is a Corrected Mortgage Loan, unless the basis on which the related
Serviced Mortgage Loan became a Corrected Mortgage Loan was the remediation of a circumstance or condition relating to the related
Responsible Repurchase Party’s obligation to repurchase the related Mortgage Loan pursuant to the related Mortgage Loan Purchase
Agreement, as applicable, in which case, if such Mortgage Loan is repurchased within the Initial Resolution Period (and, if applicable
any Resolution Extension Period as is permitted under Section 2.03) no Workout Fee will be payable from or based upon
the receipt of, any Purchase Price paid by the related Responsible Repurchase Party in satisfaction of such repurchase obligation.
As to each such Corrected Mortgage Loan, the Workout Fee shall be payable out of, and shall be calculated by application of the
Workout Fee Rate to, each payment of interest (other than Default Interest and Post-ARD Additional Interest) and principal received
from the related Borrower on such Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan, except that any
Workout Fees earned with respect to any Serviced Loan Combination or any successor REO Mortgage Loan with respect thereto and attributable
to the related Serviced Pari Passu Companion Loan shall be payable in accordance with the related Intercreditor Agreement and solely
out of the proceeds of such Serviced Pari Passu Companion Loan; provided that any Workout Fees earned with respect to a
Serviced Pari Passu Companion Loan or any successor REO Mortgage Loan with respect thereto will be payable out of any proceeds
on or with respect to such Serviced Pari Passu Companion Loan and/or the related Serviced Pari Passu Companion Loan Holder’s
share of proceeds on such related REO Property prior to any proceeds on or with respect to the Mortgage Loan and/or the Trust Fund’s
share of proceeds on such related REO Property as otherwise described above. In addition, the determination and payment of the
Workout Fee with respect to any Corrected Mortgage Loan (in the case of a Serviced Loan Combination, including both the interest
therein represented by the related Mortgage Loan and the interest therein represented by the related Serviced Pari Passu Companion
Loan) for which the amount of related Offsetting Modification Fees is greater than zero shall be adjusted in the following manner:
(i) the Workout Fee Rate shall be multiplied by the aggregate amount of all the scheduled payments of principal and
interest scheduled to become due under the terms of such Corrected Mortgage Loan during the period from the date when such Mortgage
Loan (or Serviced Loan Combination, as applicable) becomes a Corrected Mortgage Loan to and including the Stated Maturity Date
of such Corrected Mortgage Loan, without discounting for present value (the resulting product, the “Workout Fee Projected
Amount”); and (ii) either (a) if the amount of the Offsetting Modification Fees for such Corrected Mortgage
Loan is greater than or equal to the Workout Fee Projected Amount for such Corrected Mortgage Loan, the Special Servicer shall
not be entitled to any payments in respect of the Workout Fee with respect to such Corrected Mortgage Loan, or (b) if the
amount of Offsetting Modification Fees for such Corrected Mortgage Loan is less than the Workout Fee Projected Amount, the Special
Servicer shall be entitled to payments of the Workout Fee with respect to such Corrected Mortgage Loan, on the terms and conditions
otherwise set forth in this Agreement without regard to this sentence, until the cumulative amount of such payments is equal to
the excess of the Workout Fee Projected Amount over the Offsetting Modification Fees,


 



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after which date the Special Servicer shall
not be entitled to any further payments in respect of the Workout Fee for such Corrected Mortgage Loan. The Workout Fee with respect
to any Corrected Mortgage Loan shall cease to be payable if such Corrected Mortgage Loan again becomes a Specially Serviced Mortgage
Loan or if the related Mortgaged Property becomes an REO Property; provided that a new Workout Fee would become payable
if and when such Serviced Mortgage Loan (or Serviced Loan Combination, as applicable) again became a Corrected Mortgage Loan after
having again become a Specially Serviced Mortgage Loan. If the Special Servicer is terminated or resigns, the Special Servicer
shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive any and all Workout
Fees payable in respect of (i) any Serviced Mortgage Loans or Serviced Pari Passu Companion Loan that became Corrected Mortgage
Loans during the period that it acted as the Special Servicer and that were still Corrected Mortgage Loans at the time of such
termination or resignation and (ii) unless the Special Servicer was terminated for cause (in which case only clause (i)
above shall apply), any Serviced Mortgage Loans or Serviced Pari Passu Companion Loan that constitute Specially Serviced Mortgage
Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any such Mortgage Loan or Serviced
Pari Passu Companion Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan or Serviced Pari Passu Companion
Loan would be deemed a Corrected Mortgage Loan but for the Borrower having not yet made, as of the date of such termination or
resignation, three timely Monthly Payments required by the terms of the workout; provided that in either case no other event
has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage
Loan (or Serviced Loan Combination, as applicable) to again become a Specially Serviced Mortgage Loan. The Workout Fee with respect
to any Corrected Mortgage Loan shall be capped in accordance with the last paragraph of this Section 3.11(c).


 


As further compensation
for its activities hereunder, the Special Servicer shall also be entitled to receive a Liquidation Fee with respect to each Specially
Serviced Mortgage Loan (in the case of a Serviced Loan Combination, including both the interest therein represented by the related
Mortgage Loan and the interest therein represented by the related Serviced Pari Passu Companion Loan) as to which any full, partial
or discounted payoff is received from the related Borrower and with respect to each Specially Serviced Mortgage Loan or Administered
REO Property (in the case of a Serviced Loan Combination, including in each case both the interest therein represented by the related
Mortgage Loan and the interest therein represented by the related Serviced Pari Passu Companion Loan) as to which the Special Servicer
receives any Condemnation Proceeds, Insurance Proceeds or Liquidation Proceeds and (without duplication) each Serviced Mortgage
Loan (or Serviced Loan Combination, as applicable) as to which the Special Servicer otherwise receives any Condemnation Proceeds,
Insurance Proceeds or Liquidation Proceeds; provided that, if a Liquidation Fee otherwise becomes payable with respect to
a Mortgage Loan or Serviced Loan Combination, then such Liquidation Fee payable to the Special Servicer with respect to such Mortgage
Loan in the aggregate shall be reduced by the amount of any Offsetting Modification Fees; provided, further, that
if a Serviced Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Mortgage Loan only because of an event described
in clause (a) of the definition of “Specially Serviced Mortgage Loan” and the related proceeds are received
within 90 days following the related Stated Maturity Date in connection with the full and final payoff or refinancing of the
related Serviced Mortgage Loan or Serviced Loan Combination, in each case the Special Servicer will not be entitled to collect
a Liquidation Fee, but may collect and retain appropriate fees from the related Borrower in


 



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connection with such liquidation; provided,
further, that no Liquidation Fee shall be paid with respect to: (A) the purchase or other acquisition of any Serviced
Mortgage Loan or REO Mortgage Loan by any Subordinate Class Certificateholder(s), the Sole Certificateholder(s), the Master
Servicer or the Special Servicer pursuant to Section 9.01, (B) (i) the repurchase or replacement of any Serviced
Mortgage Loan by a Responsible Repurchase Party pursuant to the related Mortgage Loan Purchase Agreement as a result of a Material
Breach or Material Document Defect, if the repurchase or replacement occurs prior to the end of the period, as the same may be
extended, in which such Responsible Repurchase Party must cure, repurchase or substitute for such Serviced Mortgage Loan or (ii) the
repurchase or replacement of any Serviced Pari Passu Companion Loan by a responsible repurchase party pursuant to the related mortgage
loan purchase agreement as a result of a material breach or material document defect thereunder, if the repurchase or replacement
occurs prior to the end of the period, as the same may be extended, in which such responsible repurchase party must cure, repurchase
or substitute for such Serviced Pari Passu Companion Loan, (C) in the case of a Mortgage Loan included in a Serviced Loan
Combination or any related Administered REO Property, the purchase or other acquisition of any such Specially Serviced Mortgage
Loan or Administered REO Property by any related Serviced Pari Passu Companion Loan Holder(s) pursuant to or as contemplated by
Section 3.26 (provided that a Liquidation Fee shall be payable in connection with such a purchase by a Serviced
Pari Passu Companion Loan Holder relating to a Serviced Loan Combination pursuant to the defaulted loan purchase option (if any)
granted to it under the related Intercreditor Agreement if the purchase occurs more than ninety (90) days after the later
of (x) the date when the related Mortgage Loan becomes a Specially Serviced Mortgage Loan and (y) the date when such
Serviced Pari Passu Companion Loan Holder receives the initial written notice from the Special Servicer that such transfer to special
servicing has occurred) or (D) the purchase of any such Specially Serviced Mortgage Loan or Administered REO Property by any
other creditor of the related Borrower or any of its Affiliates or other equity holders pursuant to a right under the related Mortgage
Loan Documents (including, without limitation, the purchase of any such Specially Serviced Mortgage Loan or Administered REO Property
by a mezzanine lender of the related Borrower or any of its Affiliates pursuant to the related mezzanine intercreditor or other
similar agreement) (provided that such right is exercised within ninety (90) days after such creditor’s purchase
option first becomes exercisable and in the manner required under such Mortgage Loan Documents or, with respect to any purchase
by a mezzanine lender pursuant to the related mezzanine intercreditor agreement, if the purchase occurs within ninety (90) days
after the later of (x) the date when the related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and (y) the
date when such mezzanine lender receives the initial written notice from the Special Servicer that such transfer to special servicing
has occurred)). As to each such Specially Serviced Mortgage Loan or Administered REO Property for which the Special Servicer is
entitled to a Liquidation Fee as set forth above, such Liquidation Fee shall be payable out of, and shall be calculated by application
of the Liquidation Fee Rate to, any such full, partial or discounted payoff, Condemnation Proceeds, Insurance Proceeds and/or Liquidation
Proceeds received or collected in respect thereof (other than any portion of such payment or proceeds that represents Default Charges
or Post-ARD Additional Interest) provided that any Liquidation Fees earned with respect to a Serviced Pari Passu Companion
Loan in a Serviced Loan Combination shall be payable out of any collections on or with respect to such related Serviced Pari Passu
Companion Loan and/or the related Serviced Pari Passu Companion Loan Holder’s share of collections on any related Administered
REO


 



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Property prior to payment out of any collections otherwise described above). The Liquidation Fee with respect to any such Specially
Serviced Mortgage Loan shall not be payable if such Specially Serviced Mortgage Loan becomes a Corrected Mortgage Loan. The Liquidation
Fee with respect to any Specially Serviced Mortgage Loan shall be capped in accordance with the last paragraph of this Section 3.11(c).


 


The Special Servicer’s
right to receive any Special Servicing Fee, Workout Fee and/or Liquidation Fee to which it is entitled 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 and except as otherwise expressly provided herein, including as provided in the next sentence. Notwithstanding
anything herein to the contrary, the Special Servicer may enter into one or more arrangements with the Majority Subordinate Certificateholder
and/or the Subordinate Class Representative, or any other Person(s) that may be entitled to remove or replace the Special
Servicer, to provide for the payment by the Special Servicer to such party or parties of certain of the Special Servicer’s
compensation hereunder, whether in consideration of the Special Servicer’s appointment or continuation of appointment as
Special Servicer in connection with this Agreement or the related Intercreditor Agreement, limitations on such parties’ right
to terminate or replace the Special Servicer in connection with this Agreement or the related Intercreditor Agreement or otherwise.
If the Special Servicer exercises the authority set forth in the preceding sentence, any and all obligations pursuant to any such
agreement shall constitute obligations solely of the Special Servicer and not of any other party hereto. If the Special Servicer
enters into such an agreement and one or more other Person(s) thereafter becomes the applicable Majority Subordinate Certificateholders,
the Subordinate Class Representative, or becomes entitled to remove or replace the Special Servicer, as applicable, such agreement
shall not be binding on such other Person(s), nor may it limit the rights that otherwise inure to the benefit of such other Person(s)
as the Majority Subordinate Certificateholder and/or the Subordinate Class Representative, as applicable, or as a party otherwise
entitled to remove or replace the Special Servicer, in the absence of such other Persons(s)’ express written consent, which
may be granted or withheld in their sole discretion.


 


The total amount of
Workout Fees, Liquidation Fees and Modification Fees received by the Special Servicer with respect to the workout, liquidation
(including partial liquidation), modification, extension, waiver or amendment of a Specially Serviced Mortgage Loan (or Serviced
Loan Combination that is in special servicing) or REO Mortgage Loan shall be subject to an aggregate cap equal to the greater of
(i) $1,000,000 and (ii) 1.00% of the Stated Principal Balance of the subject Specially Serviced Mortgage Loan (or Serviced
Loan Combination that is in special servicing) or REO Mortgage Loan.


 


(d)        
The Special Servicer shall be entitled to receive the following items as additional special servicing compensation
(the following items, collectively, the “Additional Special Servicing Compensation”):


 


(i)           
100% of Modification Fees actually collected during the related Collection Period with respect to any Specially Serviced
Mortgage Loans or REO Mortgage Loans, subject to the cap set forth in Section 3.11(c) above;


 



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(ii)          
50% of Modification Fees collected during the related Collection Period with respect to Performing Serviced Mortgage
Loans and Performing Serviced Pari Passu Companion Loans in connection with a consent, approval or other action that the Master
Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer
under the other provisions of this Agreement, subject to the cap set forth in Section 3.11(c) above;


 


(iii)         
100% of Assumption Fees collected during the related Collection Period with respect to Specially Serviced Mortgage
Loans, and 50% of Assumption Fees collected during the related Collection Period with respect to Performing Serviced Mortgage Loans
and Performing Serviced Pari Passu Companion Loans in connection with a consent, approval or other action that the Master Servicer
is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under
the other provisions of this Agreement;


 


(iv)          100% of Assumption Application Fees collected during the related Collection Period with respect to Specially Serviced
Mortgage Loans;


 


(v)          
100% of consent fees on Specially Serviced Mortgage Loans in connection with a consent that involves no modification,
waiver or amendment of the terms of any Mortgage Loan or Serviced Pari Passu Companion Loan, and 50% of consent fees on Performing
Serviced Mortgage Loans and Performing Serviced Pari Passu Companion Loans in connection with a consent that involves no modification,
waiver or amendment of the terms of any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan and is paid in connection
with a consent that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or
approval) of the Special Servicer under the other provisions of this Agreement;


 


(vi)          100% of charges for beneficiary statements or demands actually paid by the Borrowers under any Specially Serviced
Mortgage Loans;


 


(vii)         (a) 50% of other loan processing fees actually paid by the Borrowers under any Serviced Mortgage Loans and any Serviced
Pari Passu Companion Loans that are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer
is required in connection with the associated action, and (b) 100% of other loan processing fees actually paid by the Borrowers
under any Specially Serviced Mortgage Loans;


 


(viii)        interest or other income earned on deposits in the REO Account and the Loss of Value Reserve Fund maintained by the
Special Servicer, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any,
with respect to such REO Account for each Collection Period); and


 



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(ix)         
a portion of Net Default Charges as set forth in Section 3.25.


 


To the extent that
any of the amounts described in clauses (i) through (vii) of the preceding paragraph are collected by the Master
Servicer, the Master Servicer shall promptly pay such amounts to the Special Servicer and shall not be required to deposit such
amounts in the Collection Account or the Serviced Pari Passu Companion Loan Custodial Account pursuant to Section 3.04.


 


For the avoidance of
doubt, with respect to any fee split between the applicable Master Servicer and the applicable Special Servicer pursuant to the
terms of this Agreement, the applicable Master Servicer and the applicable 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 (x) neither
the applicable Master Servicer nor the applicable 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 of the applicable Master Servicer or the applicable 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 shall not have any right to share in any portion of the other party’s fee. For the avoidance of doubt,
if the applicable Master Servicer decides not to charge any fee, the applicable Special Servicer shall still be entitled to charge
the portion of the related fee the applicable Special Servicer would have been entitled to if the applicable Master Servicer had
charged a fee and the applicable Master Servicer shall not be entitled to any of such fee charged by the applicable Special Servicer.


 


(e)          
The Master Servicer and the Special Servicer shall each be required (subject to Section 3.11(h) below)
to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including payment
of any amounts due and owing to any of Sub-Servicers retained by it (including any termination fees) and the premiums for any blanket
policy or the standby fee or similar premium, if any, for any master force-placed policy obtained by it insuring against hazard
losses pursuant to Section 3.07(c)), if and to the extent such expenses are not payable directly out of the Collection
Account, the Serviced Pari Passu Companion Loan Custodial Account, any Servicing Account, Reserve Account or REO Account, and neither
the Master Servicer nor the Special Servicer shall be entitled to reimbursement for any such expense incurred by it except as expressly
provided in this Agreement. If the Master Servicer is required to make any Servicing Advance hereunder at the discretion of the
Special Servicer in accordance with Section 3.19 or otherwise, the Special Servicer shall promptly provide the Master
Servicer with such documentation regarding the subject Servicing Advance as the Master Servicer may reasonably request.


 


(f)           
If the Master Servicer or, as contemplated by Section 3.19, the Special Servicer is required under this
Agreement to make a Servicing Advance, but fails to do so within ten (10) days after such Advance is required to be made,
the Trustee shall, if it has actual knowledge of such failure on the part of the Master Servicer or the Special Servicer, as the
case may be, give written notice of such failure to the defaulting party. If such Advance is not made by the Master Servicer within
one Business Day after receipt of such written notice, then (subject to Section 3.11(h) below) the Trustee shall make
such Advance.


 



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(g)          
The Master Servicer, the Special Servicer and the Trustee shall each be entitled to receive interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of each Servicing Advance made thereby (with its own funds), for so long
as such Servicing Advance is outstanding (it being acknowledged that Advance Interest shall not accrue on Unliquidated Advances
related to prior Servicing Advances). Such interest with respect to any Servicing Advances shall be payable: (i) first,
in accordance with Sections 3.05 and 3.25, out of any Default Charges subsequently collected on or in respect
of the particular Serviced Mortgage Loan, Serviced Loan Combination or Administered REO Property as to which such Servicing Advance
relates; and (ii) then, after such Servicing Advance is reimbursed, but only if and to the extent that such Default
Charges are insufficient to cover such Advance Interest, out of general collections on the Mortgage Loans and REO Properties on
deposit in the Collection Account. The Master Servicer shall (subject to the operation of Section 3.05(a)(II)) reimburse
itself, the Special Servicer or the Trustee, as appropriate, for any Servicing Advance made by any such Person with respect to
any Serviced Mortgage Loan or Administered REO Property as soon as practicable after funds available for such purpose are deposited
in the Collection Account or the Serviced Pari Passu Companion Loan Custodial Account, as applicable.


 


(h)          
Notwithstanding anything to the contrary set forth herein, none of the Master Servicer, the Special Servicer or the
Trustee shall be required to make any Servicing Advance that would, if made, constitute a Nonrecoverable Servicing Advance. The
determination by any Person with an obligation hereunder to make Servicing Advances that it has made a Nonrecoverable Servicing
Advance or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, shall be made by
such Person subject to the Servicing Standard, or, in the case of the Trustee, in its reasonable, good faith judgment. In making
such recoverability determination, such Person will be entitled to consider (among other things) the obligations of the Borrower
under the terms of the related Serviced Mortgage Loan or Serviced Loan Combination as it may have been modified, to consider (among
other things) the related Mortgaged Properties in their “as-is” or then-current conditions and occupancies, as modified
by such party’s assumptions regarding the possibility and effects of future adverse change with respect to such Mortgaged
Properties, to estimate and consider (among other things) future expenses and to estimate and consider (among other things) the
timing of recoveries. In addition, any such Person may update or change its recoverability determinations at any time and may obtain
any analysis, Appraisals or market value estimates or other information in the possession of the Special Servicer for such purposes.
Any determination by any Person with an obligation hereunder to make Servicing Advances that it has made a Nonrecoverable Servicing
Advance or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, shall be evidenced
by an Officer’s Certificate delivered promptly to the Depositor, the Certificate Administrator, the Trustee (unless it is
the Person making such determination), the Special Servicer, the Majority Subordinate Certificateholder (other than with respect
to any related Excluded Loan) and the Subordinate Class Representative (other than with respect to any related Excluded Loan)
and, if any Serviced Loan Combination is involved, any Serviced Pari Passu Companion Loan Holder(s) (or Other Master Servicer),
setting forth the basis for such determination, accompanied by a copy of any Appraisal of the related Mortgaged Property or REO
Property performed within the 12 months preceding such determination by a Qualified Appraiser, and, if such reports were used
by the Master Servicer or the Trustee to determine that any Servicing Advance is or would be nonrecoverable, further accompanied
by any other information, including engineers’ reports, environmental surveys or similar reports,


 



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that the Person making
such determination may have obtained. Notwithstanding the foregoing, absent bad faith, any such determination as to the recoverability
of any Servicing Advance shall be conclusive and binding on the Certificateholders and, in all cases, the Trustee shall be entitled
to conclusively rely on any determination of nonrecoverability that may have been made by the Master Servicer or Special Servicer
or, if appropriate, any party under the related Non-Trust Pooling and Servicing Agreement (in the case of a Non-Trust-Serviced
Pooled Mortgage Loan), and the Master Servicer and the Special Servicer shall each be entitled to conclusively rely on any determination
of nonrecoverability that may have been made by the other such party or, if appropriate, any party under the related Non-Trust
Pooling and Servicing Agreement (in the case of a Non-Trust-Serviced Pooled Mortgage Loan) with respect to a particular Servicing
Advance for any Serviced Mortgage Loan, Serviced Loan Combination or Administered REO 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 Mortgage Loans and Administered REO Properties as such party required to make Servicing Advances may reasonably request.
A copy of any such Officer’s Certificate (and accompanying information) of the Master Servicer shall also be delivered promptly
to the Special Servicer, a copy of any such Officer’s Certificate (and accompanying information) of the Special Servicer
shall also be promptly delivered to the Master Servicer for the subject Serviced Mortgage Loan, Serviced Loan Combination or Administered
REO Property, and a copy of any such Officer’s Certificates (and accompanying information) of the Trustee shall also be promptly
delivered to the Certificate Administrator, the Subordinate Class Representative (other than information related to any related
Excluded Loan), the Majority Subordinate Certificateholder (other than information related to any related Excluded Loan), the Special
Servicer, the Master Servicer and, if any Serviced Loan Combination is involved, the related Serviced Pari Passu Companion Loan
Holder(s). The Master Servicer and the Special Servicer shall consider Unliquidated Advances in respect of prior Servicing Advances
as outstanding Advances for purposes of recoverability determinations as if such Unliquidated Advance were a Servicing Advance.


 


The Special Servicer
shall also be entitled to make (but shall not be obligated to make or not make), in its sole discretion, a determination (subject
to the same standards and procedures that apply in connection with a determination by the Master Servicer) to the effect that a
prior Servicing Advance (or Unliquidated Advance in respect thereof) previously made hereunder by the Master Servicer or the Special
Servicer (or, if applicable, the Trustee) constitutes a Nonrecoverable Servicing Advance or that any proposed Servicing Advance
by the Master Servicer or the Special Servicer (or, if applicable, the Trustee), if made, would constitute a Nonrecoverable Servicing
Advance, in which case such determination shall be conclusive and binding on the Master Servicer and the Trustee and such Servicing
Advance shall constitute a Nonrecoverable Servicing Advance for all purposes of this Agreement (but this statement shall not be
construed to entitle the Special Servicer to reverse any other authorized Person’s determination, or to prohibit any such
other authorized Person from making a determination, that a Servicing Advance constitutes or would constitute a Nonrecoverable
Servicing Advance). The preceding statement shall not be construed to limit the provision set forth in Section 3.19(b)
to the effect that 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 Servicing Advance is not a Nonrecoverable Advance.


 



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(i)             Notwithstanding anything to the contrary set forth herein, the Master Servicer may (and, at the direction of the
Special Servicer if a Serviced Mortgage Loan or Serviced Loan Combination that is a Specially Serviced Mortgage Loan or an Administered
REO Property is involved, shall) pay directly out of the Collection Account any servicing expense that, if paid by the Master Servicer
or the Special Servicer, would constitute a Nonrecoverable Servicing Advance for the subject Serviced Mortgage Loan, Serviced Loan
Combination or REO Property; provided that (A) it shall be a condition to such payment that the Master Servicer (or
the Special Servicer, if a Specially Serviced Mortgage Loan or an Administered REO Property is involved) has determined in accordance
with the Servicing Standard that making such payment is in the best interests of the Certificateholders and, if applicable, any
Serviced Pari Passu Companion Loan Holders (as a collective whole), as evidenced by an Officer’s Certificate delivered promptly
to the Depositor, the Certificate Administrator, the Trustee, the Majority Subordinate Certificateholder (other than with respect
to any related Excluded Loan) and the Subordinate Class Representative (other than with respect to any related Excluded Loan)
and, if any Serviced Loan Combination is involved, any Serviced Pari Passu Companion Loan Holder(s), setting forth the basis for
such determination and accompanied by any information that such Person may have obtained that supports such determination; (B) if
such servicing expense relates to any Serviced Loan Combination, the payment of such expense shall be subject to the proviso at
the end of the first paragraph of Section 3.05(a)(I); and (C) such servicing expense shall be deemed to constitute
a Nonrecoverable Advance for purposes of Section 3.05(a)(II)(iv) and the definition of “Principal Distribution
Amount” and the terms and conditions set forth in such subsection that are applicable to Nonrecoverable Advances shall apply
to such servicing expense. A copy of any such Officer’s Certificate (and accompanying information) of the Master Servicer
shall also be delivered promptly to the Subordinate Class Representative (other than with respect to any related Excluded
Loan), the Special Servicer and, if any Serviced Loan Combination is involved, the related Serviced Pari Passu Companion Loan Holder(s),
and a copy of any such Officer’s Certificate (and accompanying information) of the Special Servicer shall also be promptly
delivered to the Master Servicer, the Subordinate Class Representative (other than with respect to any related Excluded Loan)
and, if any Serviced Loan Combination is involved, the related Serviced Pari Passu Companion Loan Holder(s).


 


(j)             With respect to each Collection Period during which any Disclosable Special Servicer Fees were received by the Special
Servicer, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two (2) Business Days
following the related Determination Date, and, if so delivered, the Master Servicer shall deliver or cause to be delivered to the
Certificate Administrator, within three (3) Business Days following the related Determination Date, in each case without charge,
a report in EDGAR-Compatible 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, during the related Collection Period.


 


(k)            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 Borrower, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan or Serviced Loan Combination and


 



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any purchaser of any Mortgage Loan, Serviced Pari Passu Companion
Loan or REO Property) in connection with the disposition, workout or foreclosure of any Serviced Mortgage Loan or Serviced Loan
Combination, the management or disposition of any REO Property or Serviced Pari Passu Companion Loan, 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.


 


Section
3.12     Property Inspections;
Collection of Financial Statements. (a) The Special Servicer shall perform or cause to be performed a physical inspection
of a Mortgaged Property securing a Specially Serviced Mortgage Loan as soon as practicable (but in any event not later than sixty
(60) days) after the subject Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan (and the Special Servicer
shall continue to perform or cause to be performed a physical inspection of the subject Mortgaged Property at least once per calendar
year thereafter for so long as the subject Serviced Mortgage Loan remains a Specially Serviced Mortgage Loan or if such Mortgaged
Property becomes an REO Property); provided that the Special Servicer shall be entitled to reimbursement of the reasonable
and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances or otherwise as
contemplated by Section 3.05(a). The Master Servicer shall, at its own expense, inspect or cause to be inspected each
Mortgaged Property (other than a Mortgaged Property securing a Non-Trust-Serviced Pooled Mortgage Loan) every calendar year beginning
in 2016, or every second calendar year beginning in 2017 if the unpaid principal balance of the related Mortgage Loan (or the
portion thereof allocated to such Mortgaged Property) is less than $2,000,000; provided that with respect to any Serviced
Mortgage Loan (other than a Specially Serviced Mortgage Loan) that has an aggregate unpaid principal balance of less than $2,000,000
and has been placed on the CREFC® Servicer Watch List, the Master Servicer shall, at the request and expense of
the Subordinate Class Representative, inspect or cause to be inspected the related Mortgaged Property every calendar year
not earlier than 2016 so long as such Mortgage Loan continues to be on the CREFC® Servicer Watch List; and provided,
further, that the Master Servicer will not be obligated to inspect any particular Mortgaged Property during any one-year
or two-year, as applicable, period contemplated above in this sentence, if the Special Servicer has already done so during that
period pursuant to the preceding sentence or on any date when the related Mortgage Loan is a Specially Serviced Mortgage Loan.
Each of the Master Servicer and the Special Servicer shall prepare a written report of each such inspection performed by it or
on its behalf that sets forth in detail the condition of the subject Mortgaged Property and that specifies the occurrence or existence
of: (i) any vacancy in the Mortgaged Property that is, in the reasonable judgment of the Master Servicer or Special Servicer
(or its respective designee), as the case may be, material and is evident from such inspection, (ii) any abandonment of the
Mortgaged Property of which it is aware, (iii) any change in the condition or value of the Mortgaged Property that is, in
the reasonable judgment of the Master Servicer or Special Servicer (or its respective designee), as the case may be, material
and is evident from such inspection, (iv) any material waste on or deferred maintenance in respect of the Mortgaged Property
that is evident from such inspection or (v) any material capital improvements made that are evident from such inspection.
Such report may be in the form of the standard property inspection report (or such other form for the presentation of such information)
as may from time to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally.
Each of the Master Servicer and the Special Servicer shall deliver or make available a copy (or image in suitable electronic media)
of each such written report


 



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prepared by it (x) promptly
following preparation, to the Certificate Administrator and the Trustee (and to the Master Servicer, if done by the Special Servicer,
and to the Special Servicer, if done by the Master Servicer), (y) if there has been a material adverse change in the condition
of the subject Mortgaged Property or REO Property, as applicable, promptly following preparation, to the Majority Subordinate
Certificateholder (other than with respect to any Mortgaged Property securing a related Excluded Loan that is a Specially Serviced
Mortgage Loan), the Subordinate Class Representative (other than with respect to any Mortgaged Property securing a related
Excluded Loan that is a Specially Serviced Mortgage Loan) (and, if a Mortgaged Property or REO Property relates to any Serviced
Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s) if and to the extent required under the applicable
Intercreditor Agreement), and the Rating Agencies (subject to Section 3.27), and (z) if there has been no material
adverse change in the condition of the subject Mortgaged Property or REO Property, as applicable, upon request, to, or at the
direction of the Subordinate Class Representative (during any Subordinate Control Period and any Collective Consultation
Period, and other than with respect to any Mortgaged Property securing a related Excluded Loan that is a Specially Serviced Mortgage
Loan), the Majority Subordinate Certificateholder (during any Subordinate Control Period and any Collective Consultation Period
and other than with respect to any Mortgaged Property securing a related Excluded Loan that is a Specially Serviced Mortgage Loan),
the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) and, if applicable, any related
Serviced Pari Passu Companion Loan Holder, in each case within thirty (30) days following receipt of such request.


 


(b)          
Commencing with respect to the calendar year ending December 31, 2016 (as to annual information) and the calendar
quarter ending on March 31, 2016 (as to quarterly information), the Special Servicer, in the case of any Specially Serviced Mortgage
Loan, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall make reasonable efforts to collect
promptly from each related Borrower quarterly and annual operating statements, budgets and rent rolls (if applicable) of the related
Mortgaged Property, and quarterly and annual financial statements of such Borrower, whether or not delivery of such items is required
pursuant to the terms of the related Mortgage Loan Documents. The Master Servicer shall deliver or make available images in suitable
electronic media of all of the foregoing items so collected or obtained by it to the Persons and in the time and manner set forth
in Section 4.02(d). In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets
and rent rolls to be regularly prepared in respect of each Administered REO Property and shall collect all such items promptly
following their preparation. The Special Servicer shall deliver images in suitable electronic media of all of the foregoing items
so collected or obtained by it to the Master Servicer, the Majority Subordinate Certificateholder (during any Subordinate Control
Period and any Collective Consultation Period, and other than with respect to any related Excluded Loan), the Subordinate Class Representative
(during any Subordinate Control Period and any Collective Consultation Period, and other than with respect to any related Excluded
Loan), the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) and, if any Serviced Loan
Combination is involved, the related Serviced Pari Passu Companion Loan Holder(s) if and to the extent required under the applicable
Intercreditor Agreement, within thirty (30) days of its receipt thereof.


 


Section
3.13      [Reserved].


 



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Section
3.14      [Reserved].


 


Section
3.15      Access to Information.
(a) Each of the Master Servicer and the Special Servicer shall afford to the OTS, the FDIC, any other banking or insurance regulatory
authority that may exercise authority over any Certificateholder or Certificate Owner, the Certificate Administrator, the Trustee,
the Trust Advisor (except that the Trust Advisor shall be entitled to such access only from the Special Servicer during any Collective
Consultation Period or Senior Consultation Period and only with respect to Mortgage Loan information that the Trust Advisor determined
is reasonably necessary in order for it to perform any consultation right or duty it may then currently have with respect to such
Mortgage Loan under the other provisions of this Agreement), the Depositor, each Underwriter, the Subordinate Class Representative
(other than any Excluded Information with respect to a related Excluded Loan) and any Serviced Pari Passu Companion Loan Holder,
access to any records regarding the Mortgage Loans serviced by it hereunder (or, in the case of a Serviced Pari Passu Companion
Loan Holder, only the related Serviced Pari Passu Companion Loan) and the servicing thereof within its control, except to the
extent it is prohibited from doing so by applicable law, the terms of the related Mortgage Loan Documents or contract entered
into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted
on behalf of the Certificateholders. At the election of the Master Servicer and/or the Special Servicer, such access may be so
afforded to the Certificate Administrator, the Trustee, the Depositor, the Trust Advisor, the Subordinate Class Representative,
the Majority Subordinate Certificateholder and any related Serviced Pari Passu Companion Loan Holder, by the delivery of copies
of information as requested by such Person and the Master Servicer and/or the Special Servicer, as applicable, shall be permitted
to require payment of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such
access shall otherwise be afforded without charge but only upon reasonable prior written request and during normal business hours
at the offices of the particular Master Servicer or Special Servicer, as the case may be, designated by it.


 


(b)         
In connection with providing access to information pursuant to Section 3.15(a) above, Section 4.02(a),
Section 8.12(d) or, only with respect to clause (i) below, Section 8.12(g), each of the Master
Servicer and the Special Servicer may (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 the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual
property; and (iv) withhold access to items of information contained in the Servicing File for any Serviced 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. In connection with providing access to information pursuant to this Section 3.15,
the Master Servicer shall require the execution (which may be in electronic form) of a confidentiality agreement substantially
in the form of Exhibit K-4 hereto.


 


(c)         
Upon the request of the Subordinate Class Representative made not more frequently than once a month during the
normal business hours of the Master Servicer and the Special Servicer, each of the Master Servicer and the Special Servicer shall,
without charge, make a knowledgeable Servicing Officer available either by telephone (with Servicing Officers


 



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of each of the Master
Servicer and the Special Servicer participating simultaneously if the Subordinate Class Representative so requests) or, at
the option of the Subordinate Class Representative if it provides reasonable advance notice, at the office of such Servicing
Officer, to verbally answer questions from the Subordinate Class Representative regarding the performance and servicing of
the Serviced Mortgage Loans (other than with respect to any related Excluded Loan) and/or Administered REO Properties for which
the Master Servicer or the Special Servicer, as the case may be, is responsible.


 


(d)         
Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or 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
and good faith judgment consistent with the Servicing Standard, that such disclosure would violate applicable law or any provision
of a Mortgage Loan Document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties,
constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the
Trust or the Trust Fund.


 


(e)         
If any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any
third-party due diligence services such party may have provided with respect to the Mortgage Loans (any such party a “Due
Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E to the Rule
17g-5 Information Provider for posting on the Rule 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider
shall post on the Rule 17g-5 Information Provider’s Website any Form ABS Due Diligence-15E it receives directly from a Due
Diligence Service Provider or from another party to this Agreement, promptly upon receipt thereof. Neither the Master Servicer
nor the Special Servicer shall be required to make any determination as to whether any service provided by a third party requires
obtaining a Form ABS Due Diligence-15E.


 


(f)          
Neither the Master Servicer nor the Special Servicer shall be liable for providing, disseminating or withholding
information in accordance with the terms of this Agreement. In addition to their other rights hereunder, each of the Master Servicer
and the Special Servicer (and their respective employees, attorneys, officers, directors and agents) shall, in each case, be indemnified
by the Trust Fund for any claims, losses or expenses arising from any such provision, dissemination or withholding.


 


(g)         
In connection with its rights or obligations under this Agreement, any Subordinate Class Certificateholder (i) shall
not directly or indirectly provide any Excluded Information related to any Excluded Controlling Class Loan to the related Mortgagor,
or to any employee involved in the management or oversight of the related direct or indirect equity investment that gives rise
to the related Mortgage Loan’s status as an Excluded Controlling Class Loan, 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.


 


Section
3.16     Title to Administered REO
Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be
issued to the


 



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Trustee or its nominee,
on behalf of the Certificateholders (and, in the case of a Serviced Loan Combination, also the related Serviced Pari Passu Companion
Loan Holder(s)), or, subject to Section 3.09(b), to a single-member limited liability company of which the Trust is
the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the
Trust (or, in the case of an Administered REO Property related to a Mortgage Loan that is part of a Serviced Loan Combination,
the Trust and the related Serviced Pari Passu Companion Loan Holder(s) for the purpose of taking title to one or more Administered
REO Properties pursuant to this Agreement. Any such limited liability company formed by the Special Servicer shall be a manager-managed
limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability
company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property
was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer shall sell any Administered REO
Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust
acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer
either (i) applies, more than sixty (60) days prior to the expiration of such liquidation period, and is granted (or,
pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an
extension of time (an “REO Extension”) by the IRS to sell such Administered REO Property or (ii) obtains
for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered
REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result
in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool.
Regardless of whether the Special Servicer applies for or is granted the REO Extension contemplated by clause (i)
of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence,
the Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on
a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered
REO Property, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee,
and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or
contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its
applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its
obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation
of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance.


 


(b)          
The Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered
REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged
Property securing a Serviced Mortgage Loan or Serviced Loan Combination, then the Special Servicer shall establish and maintain
one or more accounts (collectively, the “REO Account”), to be held on behalf of the Trustee for the benefit
of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Loan Combination, on behalf of
both the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)), as a collective whole, for the retention
of revenues and other proceeds derived from such Administered REO Property. Each


 



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account that constitutes the REO Account shall
be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within one Business Day
following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of
an Administered REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06.
The Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds,
if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds
are received, as well as any other items that otherwise may be paid by the Master Servicer out of such Liquidation Proceeds as
contemplated by Section 3.05(a). The Special Servicer shall be entitled to make withdrawals from the REO Account to
pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in the
REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect
to the REO Account for any Collection Period). The Special Servicer shall give notice to the other parties hereto 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, leasing,
maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in the REO Account relating
to such Administered REO Property. Monthly within one Business Day following the end of each Collection Period, the Special Servicer
shall withdraw from the REO Account and deposit into the Collection Account, or deliver to the Master Servicer for deposit into
the Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection
Period that are then on deposit in the REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence;
provided that (A) in the case of each Administered REO Property, the Special Servicer may retain in the REO Account
such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation,
management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve
for repairs, replacements, necessary capital improvements and other related expenses) and (B) if such Administered REO Property
relates to a Serviced Loan Combination, the Master Servicer shall make, from such amounts so deposited or remitted as described
above, any deposits into the Serviced Pari Passu Companion Loan Custodial Account contemplated by Section 3.04(h) or
Section 3.04(i), as applicable. For the avoidance of doubt, such amounts withdrawn from the REO Account and deposited
into the Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit,
be construed to have been received by the Master Servicer during such Collection Period.


 


(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 3.16(b) or 3.16(c).


 


(e)           
Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related
to a Non-Trust-Serviced Pooled Mortgage Loan.


 



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Section
3.17     Management of Administered
REO Property. (a) Prior to the acquisition of title to any Mortgaged Property securing a defaulted Serviced Mortgage Loan,
the Special Servicer shall review the operation of such Mortgaged Property and determine the nature of the income that would be
derived from such property if it were acquired by the Trust. If the Special Servicer determines from such review that:


 


(i)        None of the income from Directly Operating such Mortgaged Property would be subject to tax as “net income from
foreclosure property” within the meaning of the REMIC Provisions (such tax referred to herein as an “REO Tax”),
then such Mortgaged Property may be Directly Operated by the Special Servicer as Administered REO Property, other than holding
such Administered REO Property for sale or lease or performing construction work thereon;


 


(ii)     
Directly Operating such Mortgaged Property as an Administered REO Property could result in income from such property
that would be subject to an REO Tax, but that a lease of such property to another party to operate such property, or the performance
of some services by an Independent Contractor with respect to such property, or another method of operating such property would
not result in income subject to an REO Tax, then the Special Servicer may (provided that in the judgment of the Special
Servicer, exercised in accordance with the Servicing Standard, it is commercially reasonable) so lease or otherwise operate such
Administered REO Property; or


 


(iii)    
It is reasonable to believe that Directly Operating such property as Administered REO Property could result in income
subject to an REO Tax and either (i) that the income or earnings with respect to such REO Property will offset any REO Tax
relating to such income or earnings and will maximize the net recovery from the applicable Administered REO Property to the Certificateholders
(taking into account that any related Serviced Pari Passu Companion Loan Holder(s) do not have any obligation under the related
Intercreditor Agreement to bear the effect of any such REO Tax) or (ii) that no commercially reasonable means exists to operate
such property as Administered REO Property without the Trust incurring or possibly incurring an REO Tax on income from such property,
then the Special Servicer shall deliver to the Tax Administrator and the Subordinate Class Representative (other than with
respect to any such property securing a related Excluded Loan), in writing, a proposed plan (the “Proposed Plan”)
to manage such property as Administered REO Property. Such plan shall include potential sources of income and good faith estimates
of the amount of income from each such source. Within a reasonable period of time after receipt of such plan, the Tax Administrator
shall consult with the Special Servicer and shall advise the Special Servicer of the Trust’s federal income tax reporting
position with respect to the various sources of income that the Trust would derive under the Proposed Plan. In addition, the Tax
Administrator shall (to the maximum extent reasonably possible and at a reasonable fee, which fee shall be an expense of the Trust)
advise the Special Servicer of the estimated amount of taxes that the Trust would be required to pay with respect to each such
source of income. After receiving the information


 



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described in the two preceding sentences from the Tax Administrator, the Special
Servicer shall either (A) implement the Proposed Plan (after acquiring the respective Mortgaged Property as Administered REO
Property) or (B) manage and operate such property in a manner that would not result in the imposition of an REO Tax on the
income derived from such property.


 


Subject to Section 3.17(b),
the Special Servicer’s decision as to how each Administered REO Property shall be managed and operated shall be in accordance
with the Servicing Standard. Neither the Special Servicer nor the Tax Administrator shall be liable to the Certificateholders,
the Trustee, the Trust, the other parties hereto, any beneficiaries hereof or each other for errors in judgment made in good faith
in the exercise of their discretion while performing their respective responsibilities under this Section 3.17(a) with
respect to any Administered REO Property. Nothing in this Section 3.17(a) is intended to prevent the sale of any Administered
REO Property pursuant to the terms and subject to the conditions of Section 3.18.


 


(b)         
If title to any Administered REO Property is acquired, the Special Servicer shall manage, conserve, protect and operate
such Administered REO Property for the benefit of the Certificateholders (or, in the case of any Administered REO Property related
to a Serviced Loan Combination, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)),
as a collective whole, solely for the purpose of its prompt disposition and sale in accordance with Section 3.18 below,
in a manner that does not cause such Administered REO Property to fail to qualify as “foreclosure property” within
the meaning of Section 860G(a)(8) of the Code or, except as contemplated by Section 3.17(a) above, result in the
receipt by any REMIC Pool of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B)
of the Code, in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor
Trust Pool. Except as contemplated by Section 3.17(a) above, the Special Servicer shall not enter into any lease, contract
or other agreement with respect to any Administered REO Property that causes the Trust to receive, and (unless required to do so
under any lease, contract or agreement to which the Special Servicer or the Trust may become a party or successor to a party due
to a foreclosure, deed in lieu of foreclosure or other similar exercise of a creditor’s rights or remedies with respect to
the related Serviced Mortgage Loan) shall not, with respect to any Administered REO Property, cause or allow the Trust to receive,
any “net income from foreclosure property” that is subject to taxation under the REMIC Provisions. Subject to the foregoing,
however, the Special Servicer shall have full power and authority to do any and all things in connection with the administration
of any Administered REO Property, as are consistent with the Servicing Standard and, consistent therewith, shall withdraw from
the REO Account, to the extent of amounts on deposit therein with respect to such Administered REO Property, funds necessary for
the proper operation, management, maintenance and disposition of such Administered REO Property, including:


 


(i)           
all insurance premiums due and payable in respect of such Administered REO Property;


 


(ii)          
all real estate taxes and assessments in respect of such Administered REO Property that may result in the imposition
of a lien thereon;


 



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(iii)         
any ground rents in respect of such Administered REO Property; and


 


(iv)         
all other costs and expenses necessary to maintain, lease, sell, protect, manage, operate and restore such Administered
REO Property.


 


To the extent that
amounts on deposit in the REO Account with respect to any Administered REO Property are insufficient for the purposes contemplated
by the preceding sentence with respect to such REO Property, the Master Servicer shall, at the direction of the Special Servicer,
but subject to Section 3.11(h), make a Servicing Advance of such amounts as are necessary for such purposes unless
the Master Servicer or the Special Servicer determines, in its reasonable judgment, that such advances would, if made, be Nonrecoverable
Servicing Advances; provided that the Master Servicer may in its sole discretion make any such Servicing Advance without
regard to recoverability if it is a necessary fee or expense incurred in connection with the defense or prosecution of legal proceedings.


 


(c)         
The Special Servicer may, and, if required for the Administered REO Property to continue to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code, shall, contract with any Independent Contractor for
the operation and management of any Administered REO Property, 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 expenses of the Trust) shall be reasonable and customary
in consideration of the nature and locality of such Administered REO Property;


 


(iii)          any
such contract shall be consistent with Treasury Regulations Section 1.856-6(e)(6) and shall require, or shall be administered
to require, that the Independent Contractor, in a timely manner, (A) pay all costs and expenses incurred in connection with
the operation and management of such Administered REO Property, including those listed in Section 3.17(b) above, 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 3.17(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 Administered REO Property; and


 


(v)           the
Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such Administered REO Property, and the Special Servicer shall comply with
the Servicing Standard in maintaining such Independent Contractor.


 



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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. To the extent the costs of any contract with any Independent Contractor
for the operation and management of any Administered REO Property are greater than the revenues available from such property, such
excess costs shall be covered by, and be reimbursable as, a Servicing Advance.


 


(d)         
Without limiting the generality of the foregoing, the Special Servicer shall not:


 


(i)           
permit the Trust Fund to enter into, renew or extend any New Lease with respect to any Administered 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 Administered REO Property, other than the repair or maintenance thereof or 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 become imminent, all within the meaning of Section 856(e)(4)(B)
of the Code; or


 


(iv)          except
as otherwise provided for in Sections 3.17(a)(i), 3.17(a)(ii) and 3.17(a)(iii) above, Directly Operate,
or allow any other Person, other than an Independent Contractor, to Directly Operate, any Administered REO Property on any date
more than ninety (90) days after its date of acquisition by or on behalf of the Trust Fund;


 


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 Administered 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 Fund, in which case
the Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


(e)           Notwithstanding
anything to the contrary, this Section 3.17 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled
Mortgage Loan.


 


Section
3.18      Sale of Defaulted
Mortgage Loans and Administered REO Properties; Sale of the Non-Trust-Serviced Pooled Mortgage Loans. (a) The Master Servicer,
the Special Servicer or the Trustee may sell or purchase, or permit the sale or purchase of, a Mortgage Loan or Administered REO
Property only (i) on the terms and subject to the conditions set forth in this Section 3.18, (ii) as otherwise
expressly provided in or contemplated by Sections 2.03 and 9.01 of this Agreement, (iii) in the case of
a Mortgage Loan (or Administered REO Property related thereto) with a related mezzanine loan, in connection with a


 



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Mortgage Loan
default if and as set forth in the related intercreditor agreement or (iv) in the case of a Mortgage Loan related to a Serviced
Loan Combination (or REO Mortgage Loan related thereto), in connection with a Mortgage Loan default if and as set forth in the
related Intercreditor Agreement.


 


(b)           Promptly
upon a Serviced Mortgage Loan becoming a Defaulted Mortgage Loan and if the Special Servicer determines in accordance with the
Servicing Standard that it would be in the best interests of the Certificateholders, as a collective whole (or if such Defaulted
Mortgage Loan is part of a Serviced Loan Combination, in the best interest of the Certificateholders and the related Serviced
Pari Passu Companion Loan Holder(s) as a collective whole), to attempt to sell such Defaulted Mortgage Loan (and if such Defaulted
Mortgage Loan is part of a Serviced Loan Combination, to sell the entire Serviced Loan Combination), the Special Servicer shall
use reasonable efforts to solicit offers for such Defaulted Mortgage Loan or Serviced Loan Combination on behalf of the Certificateholders
(or if such Defaulted Mortgage Loan is part of a Serviced Loan Combination, on behalf of the Certificateholders and the related
Serviced Pari Passu Companion Loan Holder(s)) in such manner as will be reasonably likely to realize a fair price; provided
that, in the case of a Defaulted Mortgage Loan that is part of a Serviced Loan Combination, if the Special Servicer determines
to attempt to sell such Mortgage Loan it shall sell such Defaulted Mortgage Loan together with the related Serviced Pari Passu
Companion Loan as a whole loan pursuant to Section 3.18(e) and pursuant to the terms of the related Intercreditor
Agreement. The Special Servicer shall accept the first (and, if multiple offers are contemporaneously received, the highest) cash
offer received from any Person that constitutes a fair price for such Defaulted Mortgage Loan, subject to any applicable provisions
in the related Intercreditor Agreement. During any Subordinate Control Period or Collective Consultation Period, the Special Servicer
shall notify the Subordinate Class Representative (other than with respect to any related Excluded Loan) of any inquiries
or offers received regarding the sale of any Defaulted Mortgage Loan. During any Collective Consultation Period or Senior Consultation
Period, the Special Servicer shall notify the Trust Advisor of any inquiries or offers received regarding the sale of any Defaulted
Mortgage Loan.


 


(c)           The
Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, the Trust Advisor (at any time other
than a Subordinate Control Period), the Subordinate Class Representative (at any time other than during a Senior Consultation
Period and other than with respect to any related Excluded Loan) and the Majority Subordinate Certificateholder (at any time other
than during a Senior Consultation Period and other than with respect to any related Excluded Loan) not less than three (3) Business
Days’ prior written notice of its intention to sell any Defaulted Mortgage Loan. No Interested Person shall be obligated
to submit an offer to purchase any Defaulted Mortgage Loan. In no event shall the Trustee, in its individual capacity, offer for
or purchase any Defaulted Mortgage Loan.


 


(d)           Whether
any cash offer constitutes a fair price for any Defaulted Mortgage Loan (other than a Defaulted Mortgage Loan that is part of
a Serviced Loan Combination) for purposes of Section 3.18(b) of this Agreement shall be determined by the Special
Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest offeror is an
Interested Person; provided that no offer from an Interested Person shall constitute a fair price unless (i) it is
the highest offer received and (ii) at least two other offers are received from independent third parties. In determining
whether any offer received from an Interested


 



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Person represents a fair price for any such Defaulted Mortgage Loan, (other than
a Defaulted Mortgage Loan that is part of a Serviced Loan Combination), the Trustee shall be supplied with and shall rely on the
most recent Appraisal or updated Appraisal 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. The appraiser conducting any such new Appraisal shall be
a Qualified Appraiser selected by (i) the Special Servicer, if no Interested Person is so making an offer, or (ii) the
Trustee, if an Interested Person is so making an offer. The cost of any such Appraisal shall be covered by, and shall be reimbursable
as, a Servicing Advance. Notwithstanding the foregoing, but subject to the proviso in the first sentence of this paragraph, in
the event that an offer from an Interested Person is equal to or in excess of the Purchase Price for such Mortgage Loan, then
such offer shall be deemed to be a fair price and the Trustee shall not make such determination (provided that such offer is also
the highest cash offer received and at least two independent offers have been received); provided that receipt by the Trustee
of such offer pursuant to the applicable notice provisions set forth in Section 12.05 of this Agreement shall be deemed
receipt by a Responsible Officer of the Trustee for the purpose of this sentence. Where any Interested Person is among those submitting
offers with respect to a Defaulted Mortgage Loan, the Special Servicer shall require that all offers be submitted to the Trustee
in writing. In determining whether any such offer from a Person other than an Interested Person constitutes a fair price for any
such Defaulted Mortgage Loan (other than a Defaulted Mortgage Loan that is part of a Serviced Loan Combination), the Special Servicer
shall take into account (in addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to
this Agreement within the prior nine (9) months), and in determining whether any offer from an Interested Person constitutes
a fair price for any such Defaulted Mortgage Loan (other than a Defaulted Mortgage Loan that is part of a Serviced Loan Combination),
the Trustee or any Independent expert designated by the Trustee as described in the immediately following paragraph of this Section 3.18(d)
shall be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on
the affected Mortgage Loan, the occupancy level and physical condition of the related Mortgaged Property and the state of the
local economy. The Purchase Price for any Defaulted Mortgage Loan shall in all cases be deemed a fair price (but subject to the
proviso in the first sentence of this paragraph with respect to an offer from an Interested Person).


 


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 may (at its option and at the expense of the Trust Fund) designate an Independent
third party expert in real estate or commercial mortgage loan matters with at least 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. 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 costs of all appraisals, inspection
reports and broker opinions of value incurred by any such third party pursuant to this paragraph shall be covered by, and shall
be reimbursable from, the offering Interested Person, and to the extent not collected from such Interested Person within 30 days
of request therefor, from the Collection Account; provided that, the Trustee shall not engage a third party expert whose
fees exceed a commercially reasonable amount as determined by the Trustee.


 



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(e)            In
the case of a Defaulted Mortgage Loan that is part of a Serviced Loan Combination, the Special Servicer shall solicit offers for
such Defaulted Mortgage Loan together with the related Serviced Pari Passu Companion Loan as a whole loan and shall require that
all offers be submitted to the Trustee in writing and otherwise meet the requirements of the related Intercreditor Agreement.


 


Whether any cash offer
constitutes a fair price for any such Serviced Loan Combination for purposes of Section 3.18(b) of this Agreement shall
be determined by the Special Servicer, if the highest offeror is a Person other than an Interested SLC Person, and by the Trustee,
if the highest offeror is an Interested SLC Person; provided that no offer from an Interested SLC Person for a Serviced
Loan Combination shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other
bona fide offers are received from independent third parties. In determining whether any offer received from an Interested
SLC Person represents a fair price for any such Serviced Loan Combination, the Trustee shall be supplied with and shall rely on
the most recent Appraisal or updated Appraisal 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. The appraiser conducting any such new Appraisal shall be a
Qualified Appraiser selected by (i) the Special Servicer, if no Interested SLC Person is so making an offer, or (ii) the
Trustee, if an Interested SLC Person is so making an offer. The cost of any such Appraisal shall be covered by, and shall be reimbursable
as, a Servicing Advance. In determining whether any such offer from a Person other than an Interested SLC Person constitutes a
fair price for any such Serviced Loan Combination, the Special Servicer shall take into account (in addition to the results of
any Appraisal or updated Appraisal that it may have obtained pursuant to this Agreement within the prior nine (9) months),
and in determining whether any offer from an Interested SLC Person constitutes a fair price for any such Serviced Loan Combination,
the Trustee or any Independent expert designated by the Trustee as described in the immediately following paragraph of this Section 3.18(e)
shall be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the affected
Mortgage Loan, the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.
The Trustee shall act in a commercially reasonable manner in making such determination. Notwithstanding the foregoing, in the event
that an offer from an Interested SLC Person is equal to or in excess of the Purchase Price for such Serviced Loan Combination,
then the Trustee will not be required to make any such determination of fair price and such offer will be deemed to be a fair price
(provided such offer is also the highest cash offer received and at least two independent offers have been received). Further notwithstanding
the foregoing, the Special Servicer shall not be permitted to sell the related Serviced Pari Passu Companion Loan without the written
consent of the related Serviced Pari Passu Companion Loan Holder unless the Special Servicer has delivered to any Serviced Pari
Passu Companion Loan Holder: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt
to sell any related Serviced Loan Combination; (b) at least ten (10) days prior to the proposed sale, 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, a copy of the most recent Appraisal for any such Serviced
Loan Combination, and any documents in the Servicing File requested by any related Serviced Pari Passu Companion Loan Holder 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 Subordinate Class Representative) prior to the proposed sale date, all information and other documents being


 



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provided
to other offerors and all leases or other documents that are approved by the Special Servicer in connection with the proposed sale;
provided that the related Serviced Pari Passu Companion Loan Holder may waive any of the delivery or timing requirements
set forth in this sentence. Subject to the foregoing, each of the Majority Subordinate Certificateholder (other than with respect
to any related Excluded Loan), the Subordinate Class Representative (during any Subordinate Control Period and other than
with respect to any related Excluded Loan), any related Serviced Pari Passu Companion Loan Holder or a representative thereof shall
be permitted to bid at any sale of the Mortgage Loan.


 


Notwithstanding anything
contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested
SLC Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust Fund) designate an Independent
third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing loans
similar to the subject Serviced Loan Combination, that has been selected with reasonable care by the Trustee to determine if such
cash offer constitutes a fair price for such Serviced Loan Combination. 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 costs
of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph
shall be covered by, and shall be reimbursable from, the offering Interested SLC Person, and to the extent not collected from such
Interested SLC Person within 30 days of request therefor, from the Collection Account; provided that, the Trustee shall
not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.


 


(f)            The
Special Servicer shall use its reasonable efforts, consistent with the Servicing Standard, to solicit cash offers for each Administered
REO Property in such manner as will be reasonably likely to realize a fair price (determined pursuant to Section 3.18(g)
below) for any Administered REO Property within a customary and normal time frame for the sale of comparable properties (and,
in any event, within the time period provided for by Section 3.16(a)). The Special Servicer shall accept the first
(and, if multiple cash offers are received by a specified offer date, the highest) cash offer received from any Person that constitutes
a fair price (determined pursuant to Section 3.18(g) below) for such Administered REO Property. If the Special Servicer
reasonably believes that it will be unable to realize a fair price (determined pursuant to Section 3.18(g) below)
with respect to any Administered REO Property within the time constraints imposed by Section 3.16(a), then the Special
Servicer shall, consistent with the Servicing Standard, dispose of such Administered REO Property upon such terms and conditions
as it shall deem necessary and desirable to maximize the recovery thereon under the circumstances.


 


The Special Servicer
shall give the Certificate Administrator, the Trustee, the Master Servicer, the Subordinate Class Representative (other than
with respect to any related Excluded Loan) and the Majority Subordinate Certificateholder (other than with respect to any related
Excluded Loan) not less than five (5) Business Days’ prior written notice (subject to any applicable provisions in the
related Intercreditor Agreement) of its intention to sell any Administered REO Property pursuant to this Section 3.18(f).


 



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No Mortgage Loan Seller,
Certificateholder or any Affiliate of any such Person shall be obligated to submit an offer to purchase any Administered REO Property,
and notwithstanding anything to the contrary herein, the Trustee, in its individual capacity, may not offer for or purchase any
Administered REO Property pursuant hereto.


 


(g)           Whether
any cash offer constitutes a fair price for any Administered REO Property for purposes of Section 3.18(f) above, shall
be determined by the Special Servicer or, if such cash offer is from the Special Servicer or any Affiliate of the Special Servicer,
by the Trustee. In determining whether any offer received from the Special Servicer or an Affiliate of the Special Servicer represents
a fair price for any Administered REO Property, the Trustee shall be supplied with and shall be entitled to rely on the most recent
Appraisal in the related Servicing File conducted in accordance with this Agreement within the preceding nine-month period (or,
in the absence of any such Appraisal or if there has been a material change at the subject property since any such Appraisal,
on a new Appraisal to be obtained by the Special Servicer, the cost of which shall be covered by, and be reimbursable as, a Servicing
Advance). The appraiser conducting any such new Appraisal shall be a Qualified Appraiser that is (i) selected by the Special
Servicer if neither the Special Servicer nor any Affiliate thereof is submitting an offer with respect to the subject Administered
REO Property and (ii) selected by the Trustee if either the Special Servicer or any Affiliate thereof is so submitting an
offer. Notwithstanding the foregoing, and subject to the last sentence of this paragraph, in the event that an offer from the
Special Servicer or an Affiliate thereof is equal to or in excess of the Purchase Price for such REO Property, then the Trustee
shall not make any determination of fair price and such offer shall be deemed to be a fair price (provided such offer is
also the highest cash offer received and at least two independent offers have been received); provided that receipt by
the Trustee of such offer pursuant to the applicable notice provisions set forth in Section 12.05 of this Agreement
shall be deemed receipt by a Responsible Officer of the Trustee for the purpose of this sentence. Where any Mortgage Loan Seller,
any Certificateholder or any Affiliate of any such Person is among those submitting offers with respect to any Administered REO
Property, the Special Servicer shall require that all offers be submitted to it (or, if the Special Servicer or an Affiliate thereof
is submitting an offer, be submitted to the Trustee) in writing and, if applicable, otherwise meet the requirements of the related
Intercreditor Agreement. In determining whether any offer from a Person other than any Mortgage Loan Seller, any Certificateholder
or any Affiliate of any such Person constitutes a fair price for any Administered REO Property, the Special Servicer (or the Trustee,
if applicable) shall take into account the results of any Appraisal or updated Appraisal that it or the Master Servicer may have
obtained in accordance with this Agreement within the prior nine (9) months, as well as, among other factors, the occupancy
level and physical condition of such Administered REO Property, the state of the then-current local economy and commercial real
estate market where such Administered REO Property is located and the obligation to dispose of such Administered REO Property
within a customary and normal time frame for the sale of comparable properties (and, in any event, within the time period specified
in Section 3.16(a)). The Trustee may conclusively rely on the opinion of an Independent appraiser or other Independent
expert in real estate matters retained by the Trustee at the expense of the Trust Fund in connection with making any such determination.
The Purchase Price for any Administered REO Property (which, in connection with an Administered REO Property related to a Serviced
Loan Combination, shall be construed and calculated with respect to the entire Serviced Loan Combination) shall in all cases be
deemed a fair price. Notwithstanding the other provisions of this Section 3.18, no cash offer


 



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from the Special Servicer
or any Affiliate thereof shall constitute a fair price for any Administered REO Property unless such offer is the highest cash
offer received and at least two Independent offers (not including the offer of the Special Servicer or any Affiliate) have been
received. In the event the offer of the Special Servicer or any Affiliate thereof is the only offer received or is the higher
of only two offers received, then additional offers shall be solicited. If an additional offer or offers, as the case may be,
are received for any Administered REO Property and the original offer of the Special Servicer or any Affiliate thereof is the
highest of all offers received, then the offer of the Special Servicer or such Affiliate shall be accepted, provided that
the Trustee has otherwise determined, as provided above in Section 3.18(f), that such offer constitutes a fair price
for the subject Administered REO Property. Any offer by the Special Servicer for any Administered REO Property shall be unconditional;
and, if accepted, the subject Administered REO Property shall be transferred to the Special Servicer without recourse, representation
or warranty other than customary representations as to title given in connection with the sale of a real property.


 


Notwithstanding anything
contained in the preceding paragraph to the contrary, and, if applicable, to the extent consistent with any related Intercreditor
Agreement, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee
may (at its option and at the expense of the Trust Fund) designate an independent third party expert in real estate or commercial
mortgage loan matters with at least 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. 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 costs of all appraisals, inspection reports and broker opinions of
value incurred by any such third party pursuant to this paragraph shall be covered by, and shall be reimbursable from, the offering
Interested Person, and to the extent not collected from such Interested Person within 30 days of request therefor, from the
Collection Account; provided that, the Trustee shall not engage a third party expert whose fees exceed a commercially reasonable
amount as determined by the Trustee.


 


(h)           Subject
to Sections 3.18(a) through 3.18(g) above, the Special Servicer shall act on behalf of the Trust in negotiating
with Independent third parties in connection with the sale of any Defaulted Mortgage Loan or Administered REO Property and taking
any other action necessary or appropriate in connection with the sale of any Defaulted Mortgage Loan or Administered REO Property,
and the collection of all amounts payable in connection therewith. In connection with the sale of any Defaulted Mortgage Loan
or Administered REO Property, the Special Servicer may charge prospective offerors, and may retain, fees that approximate the
Special Servicer’s actual costs in the preparation and delivery of information pertaining to such sales or evaluating offers
without obligation to deposit such amounts into the Collection Account; provided that if the Special Servicer was previously
reimbursed for such costs from the Collection Account, then the Special Servicer must deposit such amounts into the Collection
Account. Any sale of a Defaulted Mortgage Loan or any Administered REO Property shall be final and without recourse to the Trustee
or the Trust, and if such sale is consummated in accordance with the terms of this Agreement, neither the Special Servicer nor
the Trustee shall have any liability to any Certificateholder with respect to the purchase price therefor accepted by the Special
Servicer or the Trustee.


 



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(i)             Any
sale of any Defaulted Mortgage Loan or Administered REO Property shall be for cash only. The Special Servicer in its capacity
as Special Servicer shall have no authority to provide financing to the purchaser.


 


(j)             With
respect to any Non-Trust-Serviced Pooled Mortgage Loan that becomes a “Defaulted Mortgage Loan” (as such term or other
similar term is defined pursuant to the terms of the related Non-Trust Pooling and Servicing Agreement and construed as if such
Non-Trust-Serviced Pooled Mortgage Loan were a “Mortgage Loan” under such Non-Trust Pooling and Servicing Agreement),
the liquidation of such Non-Trust-Serviced Pooled Mortgage Loan shall be administered by the related Non-Trust Special Servicer
in accordance with the Non-Trust Pooling and Servicing Agreement and the related Intercreditor Agreement. Any such sale of a Non-Trust-Serviced
Pooled Mortgage Loan pursuant to the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement
shall be final and without recourse to the Trustee or the Trust, and none of the Master Servicer, the Special Servicer or the
Trustee shall have any liability to any Certificateholder with respect to the purchase price for such Non-Trust-Serviced Pooled
Mortgage Loan accepted on behalf of the Trust.


 


(k)            If
any Defaulted Mortgage Loan or REO Property is sold under this Section 3.18, or a Non-Trust-Serviced Pooled Mortgage
Loan is sold in accordance with the related Intercreditor Agreement and the related Non-Trust Pooling and Servicing Agreement,
then the purchase price shall be deposited into the Collection Account or, if applicable, the Serviced Pari Passu Companion Loan
Custodial Account, and the Trustee, upon receipt of written notice from the Master Servicer to the effect that such deposit has
been made (based upon, in the case of a Defaulted Mortgage Loan or REO Property, notification by the Special Servicer to the Master
Servicer of the amount of the purchase price), shall execute and deliver such instruments of transfer or assignment, in each case
without recourse, as shall be provided to it and are reasonably necessary to vest ownership of such Mortgage Loan or Administered
REO Property in the Person who purchased such Mortgage Loan or Administered REO Property.


 


(l)             Any
purchaser of a Defaulted Mortgage Loan that has a related Serviced Pari Passu Companion Loan, whether pursuant to this Section 3.18
or pursuant to Section 2.03 or Section 9.01, will be subject to the related Intercreditor Agreement,
including any requirements thereof governing who may be a holder of such Mortgage Loan. The Special Servicer will require, in
connection with such a sale of such a Defaulted Mortgage Loan, that the purchaser assume in writing all of the rights and obligations
of the holder of such Mortgage Loan under the related Intercreditor Agreement.


 


(m)           In
connection with the sale of any Defaulted Mortgage Loan (other than a Non-Trust-Serviced Pooled Mortgage Loan) under the provisions
described in this Section 3.18 for an amount less than the Purchase Price, the Special Servicer shall obtain the approval
of the Subordinate Class Representative (during any Subordinate Control Period and other than with respect to any related
Excluded Loan) or consult with the Subordinate Class Representative (during any Collective Consultation Period and other
than with respect to any related Excluded Loan) and the Special Servicer shall consult with the Trust Advisor (during any Collective
Consultation Period or Senior Consultation Period), subject to the Special Servicer’s prevailing duty to comply with the
Servicing Standard. In addition, in considering such a sale, the Special Servicer shall consider the interests only of the Certificateholders
and, in the case of a Defaulted


 



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Mortgage Loan that is part of a Serviced Loan Combination, the related Serviced Pari Passu Companion
Loan Holder(s) (as a collective whole, as if they together 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). In connection with any consultation with the Trust Advisor contemplated above in this Section 3.18(m),
the Special Servicer shall provide the Trust Advisor with any relevant information reasonably requested by the Trust Advisor in
order to enable it to consult with the Special Servicer.


 


(n)           Notwithstanding
any of the foregoing paragraphs of this Section 3.18, the Special Servicer shall not be obligated to accept the highest
cash offer if the Special Servicer determines (in accordance with the Servicing Standard and, to the extent a Subordinate Control
Period is then in effect, with the consent or deemed consent of the Subordinate Class Representative (other than with respect
to any related Excluded Loan), and, to the extent a Collective Consultation Period is then in effect, in consultation with the
Subordinate Class Representative (other than with respect to any related Excluded Loan) and the Trust Advisor, and, to the
extent a Senior Consultation Period is then in effect, in consultation with the Trust Advisor), that rejection of such offer would
be in the best interests of the Certificateholders and, in the case of a Defaulted Mortgage Loan that is part of a Serviced Loan
Combination, the related Serviced Pari Passu Companion Loan Holder(s) (as a collective whole as if they together constituted a
single lender), and the Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if
it determines, in accordance with the Servicing Standard, that acceptance of such offer would be in the best interests of the
Certificateholders and, in the case of a Defaulted Mortgage Loan that is part of a Serviced Loan Combination, the related Serviced
Pari Passu Companion Loan Holder(s) (as a collective whole as if they together constituted a single lender). In connection with
any consultation with the Trust Advisor contemplated above in this Section 3.18(n), the Special Servicer shall provide
the Trust Advisor with any relevant information reasonably requested by the Trust Advisor in order to enable it to consult with
the Special Servicer.


 


Section
3.19     Additional Obligations
of Master Servicer and Special Servicer. (a) Within sixty (60) days (or within such longer period as the Special Servicer
is (as certified thereby to the Trustee in writing) diligently using reasonable efforts to obtain the Appraisal referred to below)
after the earliest of the date on which any Serviced Mortgage Loan (i) becomes a Modified Mortgage Loan following the occurrence
of a Servicing Transfer Event, (ii) becomes an REO Mortgage Loan, (iii) with respect to which a receiver or similar
official is appointed and continues for sixty (60) days in such capacity in respect of the related Mortgaged Property, (iv) the
related Borrower becomes the subject of bankruptcy, insolvency or similar proceedings or, if such proceedings are involuntary,
such proceedings remain undismissed for sixty (60) days, (v) any Monthly Payment (other than a Balloon Payment) becomes
sixty (60) days or more delinquent, or (vi) the related Borrower fails to make when due any Balloon Payment and the
Borrower does not deliver to the Master Servicer or the Special Servicer, on or before the Due Date of the Balloon Payment, a
written and fully executed (subject only to customary final closing conditions) refinancing commitment from an acceptable lender
and reasonably satisfactory in form and substance to the Master Servicer (and the Master Servicer shall promptly forward such
commitment to the Special Servicer) which provides that such refinancing will occur within 120 days after the date on which
the Balloon Payment will become


 



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due (provided
that if either such refinancing does not occur during that time or the Master Servicer is required during that time to make any
P&I Advance in respect of the Mortgage Loan, an Appraisal Trigger Event will occur immediately) (each such event, an “Appraisal
Trigger Event” and each such Serviced Mortgage Loan and any related REO Mortgage Loan that is the subject of an Appraisal
Trigger Event, until it ceases to be such in accordance with the following paragraph, a “Required Appraisal Loan”),
the Special Servicer shall obtain an Appraisal of the related Mortgaged Property, unless an Appraisal thereof had previously been
received (or, if applicable, conducted) within the prior nine (9) months and the Special Servicer has no knowledge of changed
circumstances that in the Special Servicer’s reasonable judgment would materially affect the value of the Mortgaged Property.
If such Appraisal is obtained from a Qualified Appraiser, the cost thereof shall be covered by, and be reimbursable as, a Servicing
Advance, such Advance to be made at the direction of the Special Servicer when the Appraisal is received by the Special Servicer.
Promptly following the receipt of, and based upon, such Appraisal and receipt of information requested by the Special Servicer
from the Master Servicer pursuant to the last paragraph of this Section 3.19(a), the Special Servicer, in consultation
with (i) the Subordinate Class Representative (during any Subordinate Control Period and other than with respect to
any related Excluded Loan) or (ii) one or more of the Subordinate Class Representative (other than with respect to any
related Excluded Loan) and the Trust Advisor, under the procedures set forth in Sections 3.28(d) and 3.28(e)
(during any Collective Consultation Period or Senior Consultation Period), shall determine and report to the Certificate Administrator,
the Trustee and the Master Servicer the then-applicable Appraisal Reduction Amount, if any, with respect to the subject Required
Appraisal Loan. For purposes of this Section 3.19(a), an Appraisal may, in the case of any Serviced Mortgage Loan
with an aggregate outstanding principal balance of less than $2,000,000 only, consist solely of an internal valuation performed
by the Special Servicer. In connection with a Mortgaged Property related to any Serviced Loan Combination, the Special Servicer
shall also determine and report to the Trustee, the Master Servicer, the Subordinate Class Representative (other than with
respect to any Serviced Loan Combination that is a related Excluded Loan), any related Serviced Pari Passu Companion Loan Holder(s)
and the related Other Master Servicer the Appraisal Reduction Amount, if any, with respect to the entire such Serviced Loan Combination
(calculated, for purposes of this sentence, as if it were a single Mortgage Loan).


 


A Serviced Mortgage
Loan shall cease to be a Required Appraisal Loan if and when, following the occurrence of the most recent Appraisal Trigger Event,
any and all Servicing Transfer Events with respect to such Mortgage Loan have ceased to exist and no other Appraisal Trigger Event
has occurred with respect thereto during the preceding ninety (90) days.


 


For so long as any
Serviced Mortgage Loan or related REO Mortgage Loan remains a Required Appraisal Loan, the Special Servicer shall, every nine (9) months
after such Mortgage Loan becomes a Required Appraisal Loan, obtain (or, if such Required Appraisal Loan has a Stated Principal
Balance of less than $2,000,000, at the Special Servicer’s option, conduct) an update of the prior Appraisal. If such update
is obtained from a Qualified Appraiser, the cost thereof shall be covered by, and be reimbursable as, a Servicing Advance, such
Advance to be made at the direction of the Special Servicer when the Appraisal is received by the Special Servicer. Promptly following
the receipt of, and based upon, such update, the Special Servicer shall redetermine, in consultation with (i) the Subordinate
Class Representative (during any Subordinate Control Period and other than with respect to any related Excluded Loan) or (ii) one


 



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or more of the Subordinate Class Representative (other than with respect to any related Excluded Loan) and the Trust Advisor,
under the procedures set forth in Sections 3.28(d) and 3.28(e) (during any Collective Consultation Period or
Senior Consultation Period), and report to the Certificate Administrator, the Trustee and the Master Servicer, the then-applicable
Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Loan. In connection with a Mortgaged Property
related to any Serviced Loan Combination, promptly following the receipt of, and based upon, such update, the Special Servicer
shall also redetermine, and report to the Trustee, the Master Servicer, the Subordinate Class Representative (other than with
respect to any related Excluded Loan) and related Serviced Pari Passu Companion Loan Holder(s) the Appraisal Reduction Amount,
if any, with respect to the entire such Serviced Loan Combination (calculated, for purposes of this sentence, as if it were a single
Mortgage Loan).


 


Notwithstanding the
foregoing, but subject to the final paragraph of this Section 3.19(a), solely for purposes of determining whether a
Subordinate Control Period is in effect (and the identity of the Subordinate Class), whenever the Special Servicer is required
to obtain an Appraisal or updated Appraisal under this Agreement, the Subordinate Class Representative shall have the right,
exercisable within ten (10) Business Days after the Special Servicer’s report of the resulting Appraisal Reduction Amount,
to direct the Special Servicer to hire a Qualified Appraiser reasonably satisfactory to the Subordinate Class Representative
to prepare a second Appraisal of the Mortgaged Property at the expense of the Subordinate Class Representative. The Special
Servicer must use reasonable efforts to cause the delivery of such second Appraisal (in the case of any such second Appraisal in
respect to a related Excluded Loan, to only the Special Servicer) within thirty (30) days following the direction of the Subordinate
Class Representative. Within ten (10) Business Days following its receipt of such second Appraisal, the Special Servicer
shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such second Appraisal and receipt
of information requested from the Master Servicer reasonably required to perform such recalculation of the Appraisal Reduction
Amount, any recalculation of the Appraisal Reduction Amount is warranted and, if so, the Special Servicer shall recalculate the
applicable Appraisal Reduction Amount on the basis of such second Appraisal and receipt of information requested by the Special
Servicer from the Master Servicer pursuant to the last paragraph of this Section 3.19(a). Solely for purposes of determining
whether a Subordinate Control Period is in effect and the identity of the Subordinate Class:


 


(i)
     the first Appraisal shall be disregarded and have no force or effect, and, if an Appraisal Reduction Amount is already
then in effect, the Appraisal Reduction Amount for the related Mortgage Loan shall be calculated on the basis of the most recent
prior Appraisal or updated Appraisal obtained under this Agreement (or, if no such Appraisal exists, there shall be no Appraisal
Reduction Amount for purposes of determining whether a Subordinate Control Period is in effect and the identity of the Subordinate
Class) unless and until (a) the Subordinate Class Representative fails to exercise its right to direct the Special Servicer
to obtain a second Appraisal within the exercise period described above or (b) if the Subordinate Class Representative
exercises its right to direct the Special Servicer to obtain a second Appraisal, and such second Appraisal is not received by the
Special Servicer (using efforts consistent with the Servicing Standard to obtain such Appraisal), ninety (90) days following
such direction,


 






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whichever occurs earlier (and, in such event, an Appraisal Reduction Amount calculated on the basis of such first
Appraisal, if any, shall be effective); and


 


(ii)     if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second
Appraisal and such second Appraisal is received by the Special Servicer within ninety (90) days following such direction,
the Appraisal Reduction Amount (if any), calculated on the basis of the second Appraisal (if the Special Servicer determines that
a recalculation was warranted as described above) or (otherwise) on the basis of the first Appraisal shall be effective.


 


In addition, if there
is a material change with respect to any of the Mortgaged Properties related to a Serviced Mortgage Loan with respect to which
an Appraisal Reduction Amount has been calculated, then (i) during any Subordinate Control Period, the Holder (or group of
Holders) of Certificates representing a majority of the aggregate Voting Rights of the Classes of Principal Balance Certificates
reduced by Appraisal Reduction Amounts allocated thereto to less than 25% of the initial Class Principal Balance of each such Class
and (ii) during any Collective Consultation Period, the Majority Subordinate Certificateholder, shall have the right, at its
sole cost and expense, to present to the Special Servicer an additional Appraisal prepared by a Qualified Appraiser on an “as-is”
basis and acceptable to the Special Servicer in accordance with the Servicing Standard. Subject to the Special Servicer’s
confirmation, determined in accordance with the Servicing Standard, that there has been a change with respect to the related Mortgaged
Property and such change was material, the Special Servicer shall recalculate such Appraisal Reduction Amount based upon such additional
Appraisal and updated information. If required by any such recalculation, any applicable Class of Principal Balance Certificates
notionally reduced by any Appraisal Reduction Amounts allocated to such Class shall have its related Certificate Principal Balance
notionally restored to the extent required by such recalculation, and there shall be a redetermination of whether a Subordinate
Control Period or a Collective Consultation Period is then in effect. With respect to each Class of Control-Eligible Certificates,
the right to present the Special Servicer with any such additional Appraisals as provided above is limited to no more frequently
than once in any 12-month period for each Serviced Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated.


 


With respect to any
Appraisal Reduction Amount calculated for the purposes of determining the Majority Subordinate Certificateholder, the existence
of a Subordinate Control Period, Collective Consultation Period or Senior Consultation Period and, if applicable, the allocation
of Voting Rights among the respective Classes of Principal Balance Certificates, (i) the Appraised Value of the related Mortgaged
Property used to calculate the Appraisal Reduction Amount shall be determined on an “as-is” basis and (ii) the
Appraisal Reduction Amount so calculated shall be notionally allocable between the respective Classes of Principal Balance Certificates
in reverse order of their alphanumeric designations (in each case until the Certificate Principal Balance thereof is notionally
reduced to zero) and the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates shall
be treated as a single Class in such notional allocation; provided, however, that for the purposes of such allocation, Appraisal
Reduction Amounts shall be allocated to the respective Class PEX Components rather than to the Class PEX Certificates, and for
the purposes of such allocation (A) the Class A-S Certificates


 






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and the Class A-S-PEX Component shall be considered
as if they together constitute a single “Class” with an alphanumeric designation of “A-S”, (B) the
Class B Certificates and the Class B-PEX Component shall be considered as if they together constitute a single “Class”
with an alphanumeric designation of “B”, and (C) the Class C Certificates and the Class C-PEX Component
shall be considered as if they together constitute as single “Class” with an alphanumeric designation of “C”.


 


The Master Servicer
shall deliver by electronic mail to the Special Servicer any information in the Master Servicer’s possession that is reasonably
required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount or updated Appraisal Reduction Amount
pursuant to the definition thereof, using reasonable best efforts to deliver such information, within four (4) Business Days
following the Special Servicer’s request therefor (which request shall be made promptly, but in no event later than ten (10) Business
Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation);
provided, the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation
to provide such information to the Special Servicer in the manner and timing set forth in this sentence.


 


(b)     Notwithstanding anything to the contrary contained in any other Section of this Agreement, the Special Servicer shall
notify the Master Servicer whenever a Servicing Advance is required to be made with respect to any Specially Serviced Mortgage
Loan or Administered REO Property, and, the Master Servicer shall (subject to Section 3.11(h)) make such Servicing
Advance; provided that the Special Servicer shall either (i) make any Servicing Advance (other than a Nonrecoverable
Servicing Advance) on a Specially Serviced Mortgage Loan or Administered REO Property that constitutes an Emergency Advance or
(ii) notify the Master Servicer no later than one (1) Business Day after the Special Servicer acquires actual knowledge
of the need for such Emergency Advance on a Specially Serviced Mortgage Loan or Administered REO Property and request the Master
Servicer to make such Emergency Advance. Each such notice and request shall be made, in writing, not less than five (5) Business
Days or, in the case of an Emergency Advance, not later than two (2) Business Days (provided the request sets forth the nature
of the emergency), in advance of the date on which the subject Servicing Advance is to be made and shall be accompanied by such
information and documentation regarding the subject Servicing Advance as the Master Servicer may reasonably request; provided
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). The
Master Servicer shall have the obligation to make any such Servicing Advance (other than a Nonrecoverable Servicing Advance) that
it is so requested by the Special Servicer to make (as described above) not later than the date on which the subject Servicing
Advance is to be made, but in no event shall it be required to make any Servicing Advance on a date that is earlier than five (5) Business
Days or, in the case of an Emergency Advance, on a date that is earlier than two (2) Business Days, following the Master Servicer’s
receipt of such request. If the request is timely and properly made, the requesting Special Servicer shall be relieved of any obligations
with respect to a Servicing Advance that it so requests the Master Servicer to make with respect to any Specially Serviced Mortgage
Loan or Administered REO Property (regardless of whether or not the Master Servicer shall make such Servicing Advance). The Master
Servicer shall be entitled to reimbursement for any Servicing Advance made by it at the direction of the Special


 






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Servicer, together
with Advance Interest in accordance with Sections 3.05(a) and 3.11(g), at the same time, in the same manner
and to the same extent as the Master Servicer is entitled with respect to any other Servicing Advances made thereby. 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 Servicing Advance is not a Nonrecoverable Advance, on which deemed determination the Master Servicer is entitled
to rely. The preceding statement shall not be construed to limit the right of the Special Servicer under Section 3.11(i)
with respect to the payment of any servicing expense that, if advanced, would constitute a Nonrecoverable Servicing Advance. If
the Special Servicer makes an Emergency Advance, the Master Servicer shall reimburse the Special Servicer for such Emergency Advance
(with Advance Interest thereon at the Reimbursement Rate) within five (5) Business Days following the Special Servicer’s
request for reimbursement (which request shall be accompanied by such information and documentation regarding the subject Emergency
Advance as the Master Servicer may reasonably request), upon which reimbursement the Master Servicer will be deemed to have made
such Emergency Advance when the Special Servicer made such Emergency Advance.


 


Notwithstanding the
foregoing provisions of this Section 3.19(b), the Master Servicer shall not be required to reimburse the Special Servicer
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 be reimbursed to the Special Servicer pursuant to Section 3.05(a).


 


(c)     The
Master Servicer shall deliver to the Certificate Administrator for deposit in the Distribution Account by 1:00 p.m. (New
York City time) on the Master Servicer Remittance Date, without any right of reimbursement therefor, a cash payment (a “Compensating
Interest Payment”) in an amount 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 Serviced Mortgage Loans (other than Specially
Serviced Mortgage Loans and Serviced Mortgage Loans on which the Special Servicer allowed or consented to the Master Servicer
allowing a Principal Prepayment on such Serviced Mortgage Loan on a date other than the applicable Due Date) during the related
Collection Period, and (ii) the aggregate of (A) that portion of its Master Servicing Fees earned by the Master Servicer
for the related Distribution Date that is, in the case of each and every Serviced Mortgage Loan and REO Mortgage Loan for which
such Master Servicing Fees are being paid in the related Collection Period, calculated for this purpose at one-quarter of a basis
point (0.0025%) per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer during the related
Collection Period; provided that the Master Servicer shall pay (without regard to clause (ii) above) the amount
of any Prepayment Interest Shortfall otherwise described in clause (i) above incurred in connection with any Principal
Prepayment received in respect of a Serviced Mortgage Loan during the related Collection Period to the extent such Prepayment
Interest Shortfall occurs as a result of the Master Servicer allowing the related Borrower to deviate from the terms of the related
Mortgage Loan Documents regarding Principal Prepayments (other than (w) subsequent to a default under the related Mortgage
Loan Documents, (x) pursuant to applicable law or a court order (including in connection with amounts collected as Insurance
Proceeds or Condemnation Proceeds to the


 






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extent that such applicable law or court order limits the ability of the Master Servicer
to apply the proceeds in accordance with the related Mortgage Loan Documents), (y) at the request or with the consent of
the Special Servicer, or (z) during any Subordinate Control Period or Collective Consultation Period, at the request or with
the consent of the Subordinate Class Representative (other than with respect to any related Excluded Loan)).


 


The rights of the Certificateholders
to offsets of any Prepayment Interest Shortfalls shall not be cumulative from Collection Period to Collection Period.


 


(d)     Subject to the consent rights and process set forth in Section 3.24(c) with respect to Material Actions, the
Master Servicer shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Pari Passu
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 in connection with a defeasance that the Special Servicer is entitled to under this Agreement). With respect to each Serviced
Mortgage Loan that is to be defeased in accordance with its terms, the Master Servicer shall execute and deliver to each Rating
Agency (subject to Section 3.27) a certification substantially in the form attached hereto as Exhibit N
and, further, shall, to the extent permitted by the terms of such Mortgage Loan, require the related Borrower (i) to provide
replacement collateral consisting of U.S. government securities within the meaning of Section 2(a)(16) of the Investment
Company Act in an amount sufficient to make all scheduled payments under the subject Serviced Mortgage Loan (or defeased portion
thereof) when due (and assuming, in the case of an ARD Mortgage Loan, to the extent consistent with the related Mortgage Loan Documents,
that the subject ARD Mortgage Loan matures on its Anticipated Repayment Date), (ii) to deliver a certificate from an independent
certified public accounting firm certifying that the replacement collateral is sufficient to make such payments, (iii) at
the option of the Master Servicer, to designate a single purpose entity (which may be (but is not required to be) a subsidiary
of the Master Servicer established for the purpose of assuming all defeased Serviced Mortgage Loans) to assume the subject Serviced
Mortgage Loan (or defeased portion thereof) and own the defeasance collateral, (iv) to implement such defeasance only after
the second anniversary of the Closing Date, (v) to provide an Opinion of Counsel that the Trustee has a perfected, first priority
security interest in the new collateral, and (vi) in the case of a partial defeasance of the subject Serviced Mortgage Loan,
to defease a principal amount equal to at least 125% of the allocated loan amount for the Mortgaged Property or Properties to be
released; provided that, if (A) the subject Serviced Mortgage Loan has a Cut-off Date Principal Balance greater than
or equal to $35,000,000 or an outstanding principal balance greater than or equal to 2% of the aggregate Stated Principal Balance
of the Mortgage Pool or is one of the ten largest Mortgage Loans then in the Trust Fund, (B) the terms of the subject Serviced
Mortgage Loan do not permit the Master Servicer to impose the foregoing requirements and the Master Servicer does not satisfy such
requirements on its own or (C) the Master Servicer is unable to execute and deliver the certification attached hereto as Exhibit N
in connection with the subject defeasance, then the Master Servicer shall so notify the Rating Agencies (subject to Section 3.27),
the Subordinate Class Representative and the Majority Subordinate Certificateholder and, if any Mortgage Loan in a Serviced
Loan Combination is involved, the related Serviced Pari Passu Companion Loan Holder(s) and, so long as such a requirement would
not violate applicable law or the Servicing Standard, obtain a Rating Agency Confirmation (subject to Section 3.27)
with respect to such defeasance. Subject


 






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to the related Mortgage Loan Documents and applicable law, the Master Servicer shall not
permit a defeasance unless (i) the subject Serviced Mortgage Loan requires the Borrower to pay (or the Borrower in fact pays)
all Rating Agency fees associated with defeasance (if a Rating Agency Confirmation is a specific condition precedent thereto) and
all expenses associated with defeasance or other arrangements for payment of such costs are made at no expense to the Trust Fund
or the Master Servicer (provided that in no event shall such proposed other arrangements result in any liability to the
Trust Fund including any indemnification of the Master Servicer or the Special Servicer which may result in legal expenses to the
Trust Fund), and (ii) the Borrower is required to provide all Opinions of Counsel, including Opinions of Counsel that the
defeasance will not cause an Adverse REMIC Event or an Adverse Grantor Trust Event and that the related Mortgage Loan Documents
are fully enforceable in accordance with their terms (subject to bankruptcy, insolvency and similar standard exceptions), and any
applicable Rating Agency Confirmations.


 


(e)     In connection with the Serviced Mortgage Loans or any Serviced Pari Passu Companion Loan for which the related Borrower
was required to escrow funds or post a Letter of Credit related to obtaining 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 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 Master Servicer shall hold such escrows or Letters of Credit
(or the proceeds of such Letters of Credit) as additional collateral and not 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 such funds would otherwise be inconsistent with the Servicing Standard.


 


Section
3.20     Modifications, Waivers,
Amendments and Consents. (a) The Special Servicer (in the case of a Specially Serviced Mortgage Loan) or the Master Servicer
(in the case of a Performing Serviced Mortgage Loan or Performing Serviced Pari Passu Companion Loan) may (consistent with the
Servicing Standard) agree to any modification, waiver or amendment of any term of, extend the maturity of, defer or forgive interest
(including Default Interest) on and principal of, defer or forgive late payment charges, Prepayment Premiums and Yield Maintenance
Charges on, permit the release, addition or substitution of collateral securing, and/or permit the release, addition or substitution
of the Borrower on or any guarantor of, any Serviced Mortgage Loan for which it is responsible, and respond to or approve Borrower
requests for consent on the part of the mortgagee (including the lease reviews and lease consents related thereto), subject, however,
to Sections 3.08, 3.24, 3.26, and/or 3.28, as applicable, and, in the case of each Mortgage Loan
in a Serviced Loan Combination, to the rights of third parties set forth in the related Intercreditor Agreement, and, further
to each of the following limitations, conditions and restrictions:


 


(i)     other
than as expressly set forth in Section 3.02 (with respect to Default Charges and Post-ARD Additional Interest), Section 3.07
(insurance), Section 3.08 (with respect to due-on-sale and due-on-encumbrance clauses and transfers of interests
in Borrowers), Section 3.19(d) (with respect to defeasances), and Section 3.20(f) (with respect to various
routine matters), the Master Servicer shall not agree to or consent to a request for any modification, waiver or


 






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amendment of
any term of, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Serviced Mortgage
Loan or Serviced Pari Passu Companion Loan, that would (x) affect the amount or timing of any related payment of principal,
interest or other amount payable under such Mortgage Loan, (y) materially and adversely affect the security for such Serviced
Mortgage Loan or Serviced Pari Passu Companion Loan, or (z) constitute a Material Action (including any Material Action in
connection with a defeasance), unless (solely in the case of a Performing Serviced Mortgage Loan or Performing Serviced Pari Passu
Companion Loan) the Master Servicer has obtained the consent of the Special Servicer (it being understood and agreed that (A) the
Master Servicer shall promptly provide the Special Servicer with (x) written notice of any Borrower request for such modification,
waiver or amendment, (y) the Master Servicer’s written recommendations and analysis, and (z) all information reasonably
available to the Master Servicer that the Special Servicer may reasonably request in order to withhold or grant any such consent,
(B) the Special Servicer shall decide whether to withhold or grant such consent in accordance with the Servicing Standard
(and subject to Sections 3.24 and/or 3.26, as applicable), and (C) any such consent shall be deemed to
have been granted if such consent has not been expressly denied within (x), for consents other than on a Serviced Loan Combination,
fifteen (15) Business Days (or in connection with an Acceptable Insurance Default, ninety (90) days) of the Special
Servicer’s receipt from the Master Servicer of the Master Servicer’s written recommendations and analysis and all
information reasonably requested thereby and reasonably available to the Master Servicer in order to make an informed decision
and (y), for consents on a Serviced Loan Combination, ten (10) Business Days (or, in connection with an Acceptable Insurance Default
with respect to a Serviced Loan Combination, thirty (30) days) after the time period provided in the related Intercreditor Agreement
(provided that such time period shall be deemed to have commenced upon the Special Servicer’s receipt from the Master Servicer
of the Master Servicer’s written recommendations and analysis and all information reasonably requested thereby and reasonably
available to the Master Servicer in order to make an informed decision). If consent to a matter processed by the Master Servicer
and for which the Master Servicer is required to obtain the consent of the Special Servicer pursuant to this clause (i) is granted or deemed to have been granted by the Special Servicer, then the Master Servicer will be responsible for entering
into the relevant documentation;


 


(ii)     other
than as provided in Sections 3.02, 3.08, and 3.20(e), the Special Servicer shall not agree to (or, in
the case of a Performing Serviced Mortgage Loan or Performing Serviced Pari Passu Companion Loan, consent to the Master Servicer’s
agreeing to) any modification, waiver or amendment of any term of, or take (or, in the case of a Performing Serviced Mortgage
Loan or Performing Serviced Pari Passu Companion Loan, consent to the Master Servicer’s taking) any of the other acts referenced
in this Section 3.20(a) with respect to, any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan that would
affect the amount or timing of any related payment of principal, interest or other amount payable thereunder or, in the reasonable
judgment of the


 






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Special Servicer, would materially impair the security for such Mortgage Loan or Serviced Pari Passu Companion
Loan, unless a material default on such Mortgage Loan or Serviced Pari Passu Companion Loan has occurred or, in the reasonable
judgment of the Special Servicer, a default with respect to payment on such Mortgage Loan or Serviced Pari Passu Companion Loan
at maturity or on an earlier date is reasonably foreseeable, or the Special Servicer reasonably believes that there is a significant
risk of such a default, and, in either case, such modification, waiver, amendment or other action is reasonably likely to produce
an equal or a greater recovery to Certificateholders (and, in the case of a Serviced Loan Combination, the related Serviced Pari
Passu Companion Loan Holder(s)), as a collective whole, on a present value basis (the relevant discounting of anticipated collections
that will be distributable to Certificateholders (and, in the case of a Serviced Loan Combination, the related Serviced Pari Passu
Companion Loan Holder(s)) to be done at a rate determined by the Special Servicer but in no event less than the related Net Mortgage
Rate (or, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, at the related Net Mortgage Rate immediately
prior to the Anticipated Repayment Date), than would liquidation; provided that (A) any modification, extension, waiver
or amendment of the payment terms of any related Serviced Loan Combination shall be structured in a manner so as to be consistent
with the allocation and payment priorities set forth in the related Mortgage Loan Documents, including the related Intercreditor
Agreement, it being the intention that neither the Trust as holder of the related Mortgage Loan nor any Serviced Pari Passu Companion
Loan Holder shall gain a priority over any other with respect to any payment, which priority is not, as of the date of the related
Intercreditor Agreement, reflected in the related Mortgage Loan Documents, including the related Intercreditor Agreement; and
(B) to the extent consistent with the Servicing Standard, no waiver, reduction or deferral of any particular amounts due
on the related Mortgage Loan shall be effected prior to the waiver, reduction or deferral of the entire corresponding item in
respect of the related Serviced Pari Passu Companion Loan;


 


(iii)     neither
the Master Servicer nor the Special Servicer shall extend the date on which any Balloon Payment is scheduled to be due on any
Mortgage Loan to a date beyond the earlier of (A) five years prior to the Rated Final Distribution Date and (B) if such
Mortgage Loan is secured by a Mortgage solely or primarily on the related Borrower’s leasehold interest in the related Mortgaged
Property, 20 years (or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term
of the related Ground Lease or Space Lease, ten years) prior to the end of the then-current term of the related Ground Lease or
Space Lease (plus any unilateral options to extend);


 


(iv)     neither the Master Servicer nor the Special Servicer shall make or permit any modification, waiver or amendment of
any term of, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan or
Serviced Loan Combination that would result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust
Event with respect with to the Grantor Trust Pool (the Master Servicer and the Special Servicer shall


 






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not be liable for decisions
made under this subsection which were made in good faith and each of them may rely on Opinions of Counsel in making such decisions);


 


(v)     (A) in the event of a taking of any portion of any real property collateral securing an outstanding Serviced Mortgage
Loan by a state, political subdivision or authority thereof, whether by condemnation, similar legal proceeding or by agreement
in anticipation of such condemnation or other similar legal proceeding, the Master Servicer or the Special Servicer, as the case
may be, shall apply the Condemnation Proceeds (or other similar award) and the net proceeds from the receipt of any insurance or
tort settlement with respect to such real property to pay down the principal balance of the Serviced Mortgage Loan, unless immediately
after the release of such portion of the real property collateral, the Master Servicer or the Special Servicer, as the case may
be, reasonably believes that the Serviced Mortgage Loan would remain “principally secured by an interest in real property”
within the meaning of Section 1.860G-2(b)(7)(ii) or (iii) of the Treasury Regulations (taking into account the value of the
real property continuing to secure such Serviced Mortgage Loan after any restoration of such real property), or as may be permitted
by IRS Revenue Procedure 2010-30, 2010-36 I.R.B. 316 (the Master Servicer and the Special Servicer may each rely on Opinions of
Counsel in making such decisions, the costs of which shall be covered by, and reimbursable as, Servicing Advances) and (B) in
connection with (i) the release of any portion of a Mortgaged Property from the lien of the related Mortgage (other than in
connection with a defeasance) or (ii) the taking of any portion of a Mortgaged Property by exercise of the power of eminent
domain or condemnation, if the Mortgage Loan Documents require the Master Servicer or Special Servicer, as applicable, to calculate
(or approve the calculation by the related Borrower 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 of the value of collateral will be solely
based on the real property included therein and exclude personal property and going concern value, if any, unless otherwise permitted
under the applicable REMIC rules as evidenced by an Opinion of Counsel provided to the Trustee;


 


(vi)     subject
to applicable law, the related Mortgage Loan Documents and the Servicing Standard, neither the Master Servicer nor the Special
Servicer shall permit any modification, waiver or amendment of any term of any Performing Serviced Mortgage Loan unless all related
fees and expenses are paid by the Borrower;


 


(vii)     the Special Servicer shall not permit (or, in the case of a Performing Serviced Mortgage Loan, consent to the Master Servicer’s
permitting) any Borrower to add or substitute any real estate collateral for its Serviced Mortgage Loan (or Serviced Loan Combination,
as applicable) unless the Special Servicer shall have first (A) determined in its reasonable judgment, based upon a


 






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Phase
I Environmental Assessment (and any additional environmental testing that the Special Servicer deems necessary and prudent) conducted
by an Independent Person who regularly conducts Phase I Environmental Assessments, at the expense of the related Borrower, that
such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are
no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any
Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under
any then-applicable environmental laws or regulations and (B) received, at the expense of the related Borrower to the extent
permitted to be charged by the holder of the Serviced Mortgage Loan under the related Mortgage Loan Documents, a Rating Agency
Confirmation with respect to the addition or substitution of real estate collateral (and, in the case of any Serviced Loan Combination
an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency, if applicable pursuant to Section 3.27(k));
and


 


(viii)     the
Special Servicer shall not release (or, in the case of a Performing Serviced Mortgage Loan, consent to the Master Servicer’s
releasing), including, without limitation, in connection with a substitution contemplated by clause (vii) above, any
real property collateral securing an outstanding Serviced Mortgage Loan or Serviced Loan Combination, except as provided in Section 3.09(d),
except as specifically required under the related Mortgage Loan Documents, except where a Mortgage Loan or Serviced Pari Passu
Companion Loan (or, in the case of a Cross-Collateralized Group, where such entire Cross-Collateralized Group) is satisfied, or
except in the case of a release where (A) the Rating Agencies (and, in the case of a Serviced Loan Combination, the Pari
Passu Companion Loan Rating Agencies, if applicable) (subject to Section 3.27) have been notified in writing, and
(B) if the collateral to be released has an appraised value in excess of $3,000,000, such release is the subject of a Rating
Agency Confirmation (and, in the case of any Serviced Loan Combination, an analogous rating agency confirmation from each Pari
Passu Companion Loan Rating Agency, if applicable pursuant to Section 3.27(k));


 


provided that the limitations, conditions
and restrictions set forth in clauses (i) through (viii) above shall not apply to any act or event (including, without
limitation, a release, substitution or addition of collateral) in respect of any Serviced Mortgage Loan or Serviced Pari Passu
Companion Loan that either occurs automatically, or results from the exercise of a unilateral option within the meaning of Treasury
Regulations Section 1.1001-3(c)(3) by the related Borrower, in any event under the terms of such Mortgage Loan in effect on
the Closing Date (or, in the case of a Replacement Mortgage Loan, on the related date of substitution) (provided that in
the case of any and all transactions involving a release of a lien on real property that secures a Serviced Mortgage Loan or Serviced
Loan Combination, such a lien release shall be permitted only if the related Serviced Mortgage Loan or Serviced Loan Combination
will continue to be “principally secured by real property” after the lien is released, or if it would not be, the release
is permitted under IRS Revenue Procedure 2010-30, 2010-36 I.R.B. 316); and provided, further, that, notwithstanding
clauses (i) through (vii) above, neither the Master Servicer nor the Special Servicer shall be required
to oppose the confirmation of a plan in any bankruptcy or similar


 






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proceeding involving a Borrower under a Serviced Mortgage Loan
or Serviced Loan Combination if, in its reasonable judgment, such opposition would not ultimately prevent the confirmation of such
plan or one substantially similar.


 


(b)     If
any payment of interest on a Serviced Mortgage Loan is deferred pursuant to Section 3.20(a), then such payment of
interest shall not, for purposes of calculating monthly distributions and reporting information to Certificateholders, be added
to the unpaid principal balance or Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such
Mortgage Loan so permit or that such interest may actually be capitalized; provided that this sentence shall not limit
the rights of the Master Servicer or the Special Servicer on behalf of the Trust to enforce any obligations of the related Borrower
under such Mortgage Loan.


 


(c)     Each of the Master Servicer and the Special Servicer may, as a condition to its granting any request by a Borrower
under a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan for consent, modification, 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 related Mortgage Loan Documents and is permitted by the terms of this Agreement, require
that such Borrower pay to it a reasonable or customary fee for the additional services performed in connection with such request,
together with any related costs and expenses incurred by it; provided that (A) the charging of such fees would not
otherwise constitute a “significant modification” of the subject Mortgage Loan or Serviced Pari Passu Companion Loan
pursuant to Treasury Regulations Section 1.860G-2(b); (B) the right of the Special Servicer shall be limited as set forth
in the definition of “Modification Fees”; and (C) in connection with any request by the Borrower for a modification,
waiver or amendment of any provision of the Mortgage Loan Documents that is made to correct any manifest, typographical or grammatical
errors therein or to correct or supplement any inconsistent or defective provisions therein, and such modification, waiver or amendment
does not affect any economic term of the Mortgage Loan or is otherwise immaterial, the Master Servicer and the Special Servicer
shall be permitted to require that the Borrower pay any costs and expenses incurred by it and a nominal processing fee for the
services performed in connection with such request.


 


(d)     All modifications, amendments, material waivers and other Material Actions entered into or taken in respect of the
Serviced Mortgage Loans or Serviced Pari Passu Companion Loan pursuant to this Section 3.20 (other than waivers of
Default Charges), and all material consents, shall be in writing. Each of the Special Servicer and the Master Servicer shall notify
the other such party, each Rating Agency (subject to Section 3.27), the Certificate Administrator, the Trustee, the
Subordinate Class Representative (during any Subordinate Control Period and any Collective Consultation Period and other than
with respect to any related Excluded Loan), the Majority Subordinate Certificateholder (during any Subordinate Control Period and
any Collective Consultation Period and other than with respect to any related Excluded Loan) and, if the Mortgage Loan is included
in any Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s), in writing, of any material modification,
waiver, amendment or other action entered into or taken thereby in respect of any Serviced Mortgage Loan or Serviced Pari Passu
Companion Loan pursuant to this Section 3.20 (other than waivers of Default Charges for which the consent of the Special
Servicer is required under Section 3.02) and the date thereof, and shall deliver to the Custodian for deposit in the
related


 






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Mortgage File (with a copy to the other such party and, if the Mortgage Loan is included in a Serviced Loan Combination,
the related Serviced Pari Passu Companion Loan Holder), an original counterpart of the agreement relating to such modification,
waiver, amendment or other action agreed to or taken by it, promptly (and in any event within ten (10) Business Days) following
the execution thereof. In addition, following the execution of any modification, waiver or amendment agreed to by the Special Servicer
or the Master Servicer, as appropriate, pursuant to Section 3.20(a) above, the Special Servicer or the Master Servicer,
as applicable, shall deliver to the other such party, the Certificate Administrator, the Trustee and the Rating Agencies (subject
to Section 3.27) and, if affected, any related Serviced Pari Passu Companion Loan Holder, an Officer’s Certificate
certifying that all of the requirements of Section 3.20(a) have been met and, in the case of the Special Servicer,
setting forth in reasonable detail the basis of the determination made by it pursuant to Section 3.20(a)(ii); provided
that, if such modification, waiver or amendment involves an extension of the maturity of any Serviced Mortgage Loan, such Officer’s
Certificate shall be so delivered before the modification, waiver or amendment is agreed to. Copies of any such notice and documents
prepared or received by the Special Servicer with respect to any Serviced Mortgage Loan shall be furnished to the Trust Advisor
(during any Collective Consultation Period and any Senior Consultation Period) in connection with any consultation with respect
to such Mortgage Loan that the Trust Advisor is then entitled to engage in under any other provision of this Agreement.


 


(e)     With respect to any Performing Mortgage Loan that is an ARD Mortgage Loan after its Anticipated Repayment Date, the
Master Servicer shall be permitted to waive (such waiver to be in writing addressed to the related Borrower, with a copy to the
Trustee and the Certificate Administrator) all or any portion of the accrued Post-ARD Additional Interest in respect of such ARD
Mortgage Loan if (i) the related Borrower has requested the right to prepay such ARD Mortgage Loan in full together with all
payments required by the related Mortgage Loan Documents in connection with such prepayment except for such accrued Post-ARD Additional
Interest, and (ii) the Master Servicer has determined, in its reasonable judgment, that waiving such Post-ARD Additional Interest
is in accordance with the Servicing Standard. The Master Servicer shall prepare all documents necessary and appropriate to effect
any such waiver and shall coordinate with the related Borrower for the execution and delivery of such documents. The Master Servicer
shall not be required to seek the consent of, or provide prior notice to, the Special Servicer, any Certificateholder or obtain
any Rating Agency Confirmation in connection with such a waiver.


 


(f)     Notwithstanding
anything in this Section 3.20 or in Section 3.08, Section 3.24 and/or Section 3.26 to the contrary, the Master Servicer shall not be required to seek the consent of, or provide prior notice to, the Special
Servicer or any Certificateholder or Serviced Pari Passu Companion Loan Holder or obtain any Rating Agency Confirmation (unless
required by the Mortgage Loan Documents) in order to approve the following modifications, waivers or amendments of the Performing
Serviced Mortgage Loans:


 


(i)     waivers
of minor covenant defaults (other than financial covenants), including late financial statements;


 


(ii)     releases
of non-material parcels of a Mortgaged Property (including, without limitation, any such releases (A) to which the related


 






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Mortgage Loan Documents expressly require the mortgagee thereunder to make such releases upon the satisfaction of certain conditions
(and the conditions to the release that are set forth in the related Mortgage Loan Documents do not include the approval of the
lender or the exercise of lender discretion (other than confirming the satisfaction of the other conditions to the release set
forth in the related Mortgage Loan Documents that do not include any other approval or exercise)) and such release is made as
required by the related Mortgage Loan Documents or (B) that are related to any condemnation action that is pending, or threatened
in writing, and would affect a non-material portion of the Mortgaged Property);


 


(iii)     grants
of easements or rights of way that do not materially affect the use or value of a Mortgaged Property or the Borrower’s ability
to make any payments with respect to the related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan;


 


(iv)     granting
other routine approvals, including the granting of subordination and nondisturbance and attornment agreements and consents involving
routine leasing activities that (1) do not involve a ground lease or lease of an outparcel and (2) affect an area less
than the lesser of (or, in the case of any Mortgage Loan primary serviced by Prudential Asset Resources, Inc. or any successor
or assign, the greater 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 (but, the Master Servicer shall (other than with respect to any related
Excluded Loan) deliver to the Subordinate Class Representative and the Majority Subordinate Certificateholder copies of any
such approvals granted by the Master Servicer and any other leasing matters shall be subject to the operation of Section 3.20(a) and Section 3.24(c));


 


(v)     approvals
of annual budgets to operate a Mortgaged Property, other than a budget with (1) a material (more than 15%) increase in operating
expenses or (2) payments to entities actually known by the Master Servicer to be affiliates of the related Borrower (excluding
payments to affiliated entities agreed to at the origination of the related Mortgage Loan or previously agreed by the Special
Servicer);


 


(vi)     approving
a change of the property manager that does not otherwise constitute a Material Action pursuant to clause (x) of the definition
thereof at the request of the related Borrower (provided that the related Mortgaged Property is not a hospitality property
and either (A) the change occurs in connection with an assignment and assumption approved in accordance with Section 3.08 or (B) the successor property manager is not affiliated with the Borrower and is a nationally or regionally recognized
manager of similar properties and the related Serviced Mortgage Loan does not have a Stated Principal Balance that is greater
than or equal to $8,500,000 or 2% of the then-aggregate Stated Principal Balance of the Mortgage Pool, whichever is less;


 






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(vii)     any
releases or reductions of or withdrawals from (as applicable) any Letters of Credit, Reserve Funds or other Additional Collateral
with respect to any Mortgaged Property securing a Mortgage Loan where the release or reduction of or withdrawal from (as applicable)
the applicable Letter of Credit, Reserve Funds or Additional Collateral is not conditioned on obtaining the consent of the lender
and the conditions to the release, reduction or withdrawal (as applicable) that are set forth in the related Mortgage Loan Documents
do not include the approval of the lender or exercise of lender discretion (other than confirming the satisfaction of the other
conditions to the transaction set forth in the related Mortgage Loan Documents that do not include any other approval or exercise);
or


 


(viii)     modifications
to cure any ambiguity in, or to correct or supplement any provision of an Intercreditor Agreement to the extent permitted therein
without obtaining any Rating Agency Confirmation, except that (other than with respect to any related Excluded Loan) the Subordinate
Class Representative’s consent shall be required for any such modification to an Intercreditor Agreement during any
Subordinate Control Period;


 


provided that such modification,
waiver, consent or amendment (A) would not constitute a “significant modification” of the subject Serviced Mortgage
Loan or Serviced Loan Combination pursuant to Treasury Regulations Section 1.860G-2(b), would not cause any Serviced Mortgage
Loan or Serviced Loan Combination to cease to be treated as “principally secured by real property” and would not otherwise
constitute an Adverse REMIC Event with respect to REMIC I, REMIC II or REMIC III or constitute an Adverse Grantor
Trust Event with respect to the Grantor Trust Pool, and (B) would be consistent with the Servicing Standard.


 


(g)     If and to the extent that the Trust, as holder of a Non-Trust-Serviced Pooled Mortgage Loan, is entitled to consent
to or approve any modification, waiver or amendment of such Non-Trust-Serviced Pooled Mortgage Loan, the Master Servicer shall
be responsible for responding to any request for such consent or approval in accordance with the Servicing Standard, and subject
to Section 3.01(g), subject to the same conditions and/or restrictions, as if such Non-Trust-Serviced Pooled Mortgage
Loan was a Performing Serviced Mortgage Loan. Insofar as any other Person would have consent rights hereunder with respect to a
similar modification, waiver or amendment of a Mortgage Loan that is a Performing Serviced Mortgage Loan, such Person shall likewise
have the same consent rights, subject to the same conditions and/or restrictions, with respect to such modification, waiver or
amendment of such Non-Trust-Serviced Pooled Mortgage Loan.


 


(h)     The Master Servicer shall, as to each Serviced Mortgage Loan or Serviced Loan Combination that is secured by an interest
listed on the Mortgage Loan Schedule as a leasehold interest, in accordance with the related Mortgage Loan Documents, promptly
(and, in any event, within forty-five (45) days) after the Closing Date (or, if later, ten (10) Business Days after its
receipt of a copy of the related Ground Lease or Space Lease) notify the related lessor of the transfer of such Mortgage Loan or
Serviced Loan Combination to the Trust pursuant to this Agreement and inform such ground lessor that any notices of default under
the related Ground Lease or Space Lease should thereafter be forwarded to the Master Servicer.


 






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(i)     In
connection with (i) the release of any portion of a Mortgaged Property from the lien of the related Serviced Mortgage Loan
or (ii) the taking of any portion of a Mortgaged Property securing a Serviced Mortgage Loan by exercise of the power of eminent
domain or condemnation, if the Mortgage Loan Documents require the Master Servicer or the Special Servicer, as applicable, to
calculate (or to approve the calculation of the related Borrower of) the loan-to-value ratio of the remaining Mortgaged Property
or the fair market value of the real property constituting the remaining Mortgaged Property, for purposes of REMIC qualification
of the related Serviced Mortgage Loan, then such calculation shall include only the value of the real property constituting the
remaining Mortgaged Property.


 


Section
3.21     Transfer
of Servicing Between Master Servicer and Special Servicer; Record Keeping. (a) Upon determining that a Servicing Transfer
Event has occurred with respect to any Serviced Mortgage Loan or Serviced Loan Combination, the Master Servicer shall promptly
give notice thereof to the Subordinate Class Representative (other than with respect to any related Excluded Loan) and the
Majority Subordinate Certificateholder (other than with respect to any related Excluded Loan) (and to the related Serviced Pari
Passu Companion Loan Holder(s)), and if the Master Servicer is not also the Special Servicer, the Master Servicer shall promptly
give notice thereof to the Special Servicer, the Trust Advisor and the Trustee, and shall deliver the related Servicing File to
the Special Servicer and shall use its best reasonable efforts to provide the Special Servicer with all information, documents
(or copies thereof) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating
to such Serviced Mortgage Loan or Serviced Loan Combination and reasonably requested by the Special Servicer to enable the Special
Servicer to assume its functions hereunder with respect thereto without acting through a Sub-Servicer. The information, documents
and records to be delivered by the Master Servicer to the Special Servicer pursuant to the prior sentence shall include, but not
be limited to, financial statements, appraisals, environmental/engineering reports, leases, rent rolls, Insurance Policies, UCC
Financing Statements and tenant estoppels, to the extent they are in the possession of the Master Servicer (or any Sub-Servicer
thereof). The Master Servicer shall use its best reasonable efforts to comply with the preceding two sentences within five (5) Business
Days of the occurrence of each related Servicing Transfer Event.


 


Upon determining that
a Specially Serviced Mortgage Loan has become a Corrected Mortgage Loan and if the Master Servicer is not also the Special Servicer,
the Special Servicer shall immediately give notice thereof to the Master Servicer, the Trust Advisor, the Trustee, the Subordinate
Class Representative (other than with respect to any related Excluded Loan) and the Majority Subordinate Certificateholder
(other than with respect to any related Excluded Loan) (and to the related Serviced Pari Passu Companion Loan Holder(s)) and shall
return the related Servicing File within five (5) Business Days to the Master Servicer. Upon giving such notice and returning
such Servicing File to the Master Servicer, the Special Servicer’s obligation to service such Serviced Mortgage Loan or Serviced
Loan Combination and the Special Servicer’s right to receive the Special Servicing Fee with respect to such Serviced Mortgage
Loan or Serviced Loan Combination, shall terminate, and the obligations of the Master Servicer to service and administer such Serviced
Mortgage Loan or Serviced Loan Combination shall resume.


 






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Notwithstanding anything
herein to the contrary, in connection with the transfer to the Special Servicer of the servicing of a Cross-Collateralized Mortgage
Loan as a result of a Servicing Transfer Event or the re-assumption of servicing responsibilities by the Master Servicer with respect
to any such Cross-Collateralized Mortgage Loan upon its becoming a Corrected Mortgage Loan, the Master Servicer and the Special
Servicer shall each transfer to the other, as and when applicable, the servicing of all other Cross-Collateralized Mortgage Loans
constituting part of the same Cross-Collateralized Group; provided that no Cross-Collateralized Mortgage Loan may become
a Corrected Mortgage Loan at any time that a continuing Servicing Transfer Event exists with respect to another Cross-Collateralized
Mortgage Loan in the same Cross-Collateralized Group.


 


(b)     In servicing any Specially Serviced Mortgage Loan, the Special Servicer shall provide to the Custodian originals
of documents contemplated by the definition of “Mortgage File” and generated while the subject Serviced Mortgage Loan
is a Specially Serviced Mortgage Loan, for inclusion in the related Mortgage File (with a copy of each such original to the Master
Servicer), and copies of any additional related Mortgage Loan information, including correspondence with the related Borrower generated
while the subject Serviced Mortgage Loan is a Specially Serviced Mortgage Loan.


 


(c)     The
Master Servicer and the Special Servicer shall each furnish to the other, upon reasonable request, such reports, documents, certifications
and information in its possession, and access to such books and records maintained thereby, as may relate to any Serviced Mortgage
Loan (or Serviced Loan Combination) or Administered REO Property and as shall be reasonably required by the requesting party in
order to perform its duties hereunder.


 


(d)     In
connection with the performance of its obligations hereunder with respect to any Serviced Mortgage Loan, Serviced Loan Combination
or Administered REO Property, each of the Master Servicer and the Special Servicer shall be entitled to rely upon written information
provided to it by the other.


 


(e)     Subject to the provisions of the following sentence, until such time as a Serviced Mortgage Loan becomes a Specially
Serviced Mortgage Loan, neither the Special Servicer nor any of its Affiliates shall contact the related Borrower or any key principal
of such Borrower about such Serviced Mortgage Loan without the prior consent of the Master Servicer; provided that the Special
Servicer or its Affiliates may conduct promotions which are directed generally to commercial mortgage loan borrowers, originators
and mortgage brokers, including, without limitation, mass mailings based upon commercially acquired mailing lists or information
generally available in the public domain, newspaper, radio, television or print advertisements, or take actions in connection with
servicing the refinancing needs of a Borrower who, without such direct or indirect solicitation by the Special Servicer, contacts
the Special Servicer with the purpose of refinancing such Serviced Mortgage Loan. The Special Servicer and its Affiliates shall
not use any information obtained in its capacity as Special Servicer or, if applicable, as a Certificateholder, to solicit any
Borrower or a key principal of such Borrower or any mortgage broker to permit the Special Servicer or any of its Affiliates to
refinance a Serviced Mortgage Loan transferred to the Trust by a Mortgage Loan Seller that is not affiliated with the Special Servicer
or such Certificateholder, including, without limitation, (i) the name, address, phone number or other information regarding
such Borrower or a key principal of such Borrower, or


 






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(ii) information related to the related Serviced Mortgage Loan (or Serviced
Loan Combination, as applicable) or Mortgaged Property including, without limitation, the maturity date, the interest rate, the
prepayment provisions, or any operating or other financial information; provided that such limitation on the solicitation
of refinancing shall not prevent the Special Servicer from pursuing such refinancing for (y) any Serviced Mortgage Loan that
is a Specially Serviced Mortgage Loan, or (z) any Serviced Mortgage Loan (or Serviced Loan Combination, as applicable) that
is within 180 days of its Stated Maturity Date (or if such Mortgage Loan is an ARD Mortgage Loan, its Anticipated Repayment
Date) if, after written inquiry by the Special Servicer to the Master Servicer, the Master Servicer indicates that the Borrower
has not obtained a written commitment for refinancing.


 


Section
3.22        Sub-Servicing
Agreements. (a) Each of 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 (A) in each
case, the Sub-Servicing Agreement (as it may be amended or modified from time to time): (i) insofar as it affects the Trust,
is consistent with this Agreement in all material respects; (ii) expressly or effectively provides that if the Master Servicer
or 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), any successor to the Master Servicer or the Special Servicer, as the case may be,
hereunder (including the Trustee if the Trustee has become such successor pursuant to Section 7.02) may thereupon
either assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of the Master
Servicer or Special Servicer, as the case may be, under such agreement or, other than in the case of any Designated Sub-Servicing
Agreement, terminate such rights and obligations without payment of any fee; (iii) prohibits the Sub-Servicer (other than
a Designated Sub-Servicer) from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect
to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any
action that the Master Servicer would be prohibited from taking hereunder; (iv) if it is entered into by the Master Servicer,
does not purport to delegate or effectively delegate to the related Sub-Servicer any of the rights or obligations of the Special
Servicer with respect to any Specially Serviced Mortgage Loan or otherwise; (v) provides that the Trustee, for the benefit
of the Certificateholders (and, in the case of a Sub-Servicing Agreement related to a Serviced Loan Combination, also for the
benefit of the related Serviced Pari Passu Companion Loan Holder(s)), shall be a third party beneficiary under such agreement,
but that (except to the extent the Trustee or its designee assumes the obligations of the Master Servicer or Special Servicer,
as the case may be, thereunder as contemplated by clause (A)(ii) above) none of the Trustee, any successor to the
Master Servicer or Special Servicer, as the case may be, or any Certificateholder (or, in the case of a Sub-Servicing Agreement
related to a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s)) shall have any duties under
such agreement or any liabilities arising therefrom except as explicitly permitted by Section 3.22(k) below or otherwise
herein; (vi) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such agreement with respect
to such purchased Mortgage Loan without cause and without payment of any termination fee; (vii) does not permit the subject
Sub-Servicer any rights of indemnification out of the Trust Fund except through the Master Servicer or Special Servicer, as the
case may be, pursuant to Section 6.03; (viii) does not impose any liability or indemnification obligation whatsoever
on the Trustee or the Certificateholders with respect to anything contained therein; (ix) provides that, following receipt
of the applicable Mortgage Loan Purchase


 






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Agreement,
the Master Servicer or the Special Servicer, as applicable, shall provide a copy of the applicable Mortgage Loan Purchase Agreement
to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer or the Special Servicer, as applicable,
in writing within five (5) Business Days after such Sub-Servicer discovers (without implying that the Sub-Servicer has a
duty to make or attempt to make such discovery) a Document Defect or discovers (without implying that the Sub-Servicer has a duty
to make or attempt to make such discovery) or receives notice of a Breach or receives a Repurchase Communication of a Repurchase
Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, in each case with respect to a Mortgage Loan
being sub-serviced by such Sub-Servicer; and (x) if the subject Sub-Servicer is a Servicing Function Participant or an Additional
Servicer, provides that (y) the failure of such Sub-Servicer to comply with any of the requirements under Article XI of this Agreement applicable to such Sub-Servicer, including the failure to deliver any reports, certificates or disclosure
information under the Exchange Act or under the rules and regulations promulgated under the Exchange Act, at the time such report,
certification or information is required under Article XI and (z) the failure of such Sub-Servicer (other than
with respect to Prudential Asset Resources, Inc. as the Primary Servicer under the Primary Servicing Agreement) to comply with
any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing
agreement relating to any other series of certificates for which the Depositor or an Affiliate is the depositor shall constitute
an event of default or servicer termination event on the part of such Sub-Servicer upon the occurrence of which the Master Servicer
or the Special Servicer, as the case may be, and the Depositor shall be entitled to immediately terminate the related Sub-Servicer,
which termination shall be deemed for cause; and (B) at the time the Sub-Servicing Agreement is entered into, the subject
Sub-Servicer (other than a Designated Sub-Servicer in connection with a Sub-Servicing Agreement executed as of the Closing Date)
is not a Prohibited Party unless (in the case of this clause (B)) the appointment of such Person as a Sub-Servicer
has been expressly approved by the Depositor acting in its reasonable discretion.


 


(b)     References
in this Agreement to actions taken or to be taken by the Master Servicer or the Special Servicer include actions taken or to be
taken by a Sub-Servicer on behalf of the Master Servicer or the Special Servicer. For purposes of this Agreement, the Master Servicer
and the Special Servicer shall each be deemed to have received any payment when a Sub-Servicer retained by it receives such payment.


 


(c)     The
Master Servicer and the Special Servicer shall each deliver to the Custodian copies of all Sub-Servicing Agreements, and any amendments
thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents.


 


(d)     Each
Sub-Servicer actually performing servicing functions shall be authorized to transact business in the state or states in which
the Mortgaged Properties for the Mortgage Loans it is to service are situated, if and to the extent required by applicable
law, except where the failure to so comply would not adversely affect the Sub-Servicer’s ability to perform
its obligations in accordance with the terms of the related Sub-Servicing Agreement.


 


(e)     Each of the Master Servicer and the Special Servicer, for the benefit of the Trustee and the Certificateholders (and,
in the case of a Sub-Servicing Agreement related to a Serviced Loan Combination, for the benefit of the related Serviced Pari Passu
Companion Loan


 






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Holder(s)), shall (at no expense to any other party hereto or to the Certificateholders or the Trust) monitor the
performance and enforce the obligations of their respective Sub-Servicers under the related Sub-Servicing Agreements. Such enforcement,
including 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 the Master
Servicer or Special Servicer, as applicable, in its reasonable judgment, would require were it the owner of the subject Mortgage
Loans. Subject to the terms of the related Sub-Servicing Agreement, including any provisions thereof limiting the ability of the
Master Servicer or the Special Servicer, as applicable, to terminate a Sub-Servicer, each of the Master Servicer and the Special
Servicer shall have the right to remove a Sub-Servicer retained by it at any time it considers such removal to be in the best interests
of Certificateholders (and/or, in the case of a Sub-Servicer for a Serviced Loan Combination, the related Serviced Pari Passu Companion
Loan Holder(s)), as applicable.


 


(f)     If
the Trustee or its designee assumes the rights and obligations of the Master Servicer or the Special Servicer under any Sub-Servicing
Agreement, the Master Servicer or the Special Servicer, as the case may be, at its expense shall, upon request of the Trustee,
deliver to the assuming party all documents and records relating to such Sub-Servicing Agreement, and the Mortgage Loans then
being serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use efforts
consistent with the Servicing Standard to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming
party.


 


(g)     Notwithstanding
any Sub-Servicing Agreement entered into by the Master Servicer or the Special Servicer, as the case may be, the Master Servicer
and the Special Servicer shall each remain obligated and liable to the Trustee and the Certificateholders (and, in the case of
a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s)) for the performance of their respective
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 and/or REO Properties for which it is responsible.
The Master Servicer and the Special Servicer shall each pay the fees of any Sub-Servicer retained by it in accordance with the
respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder).


 


(h)     Notwithstanding
anything to the contrary set forth herein, any account established and maintained by a Sub-Servicer pursuant to a Sub-Servicing
Agreement with the Master Servicer shall for all purposes under this Agreement be deemed to be an account established and maintained
by the Master Servicer.


 


(i)     Notwithstanding any contrary provisions of the foregoing subsections of this Section 3.22, the appointment
by the Master Servicer or the Special Servicer of one or more third party contractors for the purpose of performing discrete, ministerial
functions shall not constitute the appointment of Sub-Servicers and shall not be subject to the provisions of this Section 3.22;
provided that (a) the Master Servicer or the Special Servicer, as the case may be, shall remain responsible for the
actions of such third party contractors as if it were alone performing such functions and shall pay all fees and expenses of such
third party contractors; (b) such appointment imposes no additional duty on any other party to this Agreement, any successor
hereunder to the Master Servicer or the Special Servicer, as the case may be, or on the Trust; and


 






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(c) the subject contractor
(if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case
of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor acting in its reasonable
discretion. The proviso to the preceding sentence shall not be construed to limit the right of the Master Servicer or the Special
Servicer to be reimbursed for any cost or expense for which it is otherwise entitled to reimbursement under this Agreement.


 


(j)     The Special Servicer shall not enter into any Sub-Servicing Agreement unless the Subordinate Class Representative
(other than with respect to any related Excluded Loan) has consented thereto (during any Subordinate Control Period) or such Sub-Servicing
Agreement is required to be entered into in connection with a Serviced Loan Combination pursuant to the exercise by a related Serviced
Pari Passu Companion Loan Holder of its rights under Section 7.01(b) of this Agreement, and the execution and delivery
of such Sub-Servicing Agreement is the subject of a Rating Agency Confirmation.


 


(k)     Notwithstanding
any other provision set forth in this Agreement to the contrary, immediately upon the effectiveness of any resignation or termination
of the Master Servicer under this Agreement or any other transaction in which a Person becomes the Master Servicer hereunder,
the successor Master Servicer (including, without limitation, the Trustee if it assumes the servicing obligations of the Master
Servicer) shall be deemed to automatically have assumed and agreed to the terms and provisions of each Designated Sub-Servicing
Agreement without any further action. No Designated Sub-Servicing Agreement shall be deemed to be inconsistent with the terms
of this Agreement solely as a result of its recognition of the provisions, or its inclusion of provisions to the effect, set forth
in the preceding sentence. If a task, right or obligation of the Master Servicer is delegated to a Designated Sub-Servicer under
a Designated Sub-Servicing Agreement, and such task, right or obligation involves or requires the consent of the Special Servicer,
then the Special Servicer shall accept the performance of such task, right or obligation by the Designated Sub-Servicer only in
accordance with the terms of this Agreement (including without limitation any time periods for consent or deemed consent to be
observed by the Special Servicer) as if the Master Servicer were performing it. Notwithstanding any provision of this Agreement,
each of the parties hereto acknowledges and agrees that the Special Servicer is neither a party to any Designated Sub-Servicing
Agreement, nor is it bound by any provision of any Designated Sub-Servicing Agreement. The Special Servicer hereby acknowledges
the delegation of rights and duties hereunder by the Master Servicer pursuant to the provisions of each Designated Sub-Servicing
Agreement. Nothing in this Section 3.22(k) shall affect the Master Servicer’s obligations under this Section 3.22 to monitor the performance and enforce the obligations of a Designated Sub-Servicer under the related Designated Sub-Servicing
Agreement, imposes any additional liability on the Special Servicer for the actions or inactions of a Designated Sub-Servicer
or imposes on the Special Servicer any obligation to monitor the performance and enforce the obligations of the Designated Sub-Servicer
under the related Designated Sub-Servicing Agreement. Each Designated Sub-Servicer shall be a third party beneficiary of this
subsection (k). In no event shall this subsection (k) be construed to impose liability on the Trust Fund
or the Special Servicer for the failure of the Master Servicer, or any successor Master Servicer, to perform its duties under
any Designated Sub-Servicing Agreement.


 






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Section
3.23        Subordinate
Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in
accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”)
having the rights and powers specified in this Agreement (including those specified in Section 3.24) ̧ and/or
remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the
Trustee, the Special Servicer, the Master Servicer, and, in the case of a removal or replacement of a Subordinate Class Representative,
the then existing Subordinate Class Representative; provided that Eightfold Real Estate Capital, L.P. shall be the
Initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable
in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the
Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder
having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed
to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority
Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and
to exercise any of the rights of the Majority Subordinate Certificateholder.


 


(b)     No
appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate
Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its
agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-4,
(iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers
or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and
facsimile numbers).


 


(c)     Within
five (5) Business Days of the Certificate Administrator’s receipt of notice of any appointment or replacement of a
Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator
shall deliver to each of the Trustee, the Master Servicer, the Special Servicer and the Trust Advisor notice of the identity of
such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above. The Certificate Administrator shall also deliver such information to the Master Servicer or the Special Servicer promptly
upon request therefor by the Master Servicer or the Special Servicer, as the case may be. With respect to such information, the
Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a)
above, and the Master Servicer and the Special Servicer shall all be entitled to rely on such information provided by the Certificate
Administrator with respect to any obligation or right hereunder that the Master Servicer or the Special Servicer, as the case
may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to
the foregoing, within five (5) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative,
the Certificate Administrator shall notify the other parties to this Agreement of such event.


 


(d)     A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate
Certificateholder, which shall thereupon give written


 






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notice to the Certificate Administrator, the Trustee, the Special Servicer
and the Master Servicer. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment
or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate
Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question
the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e)
below.


 


(e)     Once
a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this
Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative,
as applicable, shall have notified the Certificate Administrator and each other party to this Agreement in writing, of the resignation
or removal of such Subordinate Class Representative.


 


(f)     Any
and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate
Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such
Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative
by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall
immediately notify the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer, whereupon (if the
Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same
action and, in the sole judgment of the Special Servicer (i) the Subordinate Class Representative had acted in good
faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential
for the Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party
in such action as regards the Subordinate Class Representative) the Special Servicer, on behalf of the Trust shall, subject
to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust
Fund, the defense of any such claim against the Subordinate Class Representative; provided that no judgment against
the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination
of this Agreement and the termination or resignation of any Subordinate Class Representative.


 


(g)     The
Special Servicer may (other than with respect to any related Excluded Loan) share amounts payable to the Special Servicer as special
servicing compensation with the Subordinate Class Representative as described in and to the extent as the Special Servicer and
the Subordinate Class Representative may agree; provided, however, that the Special Servicer shall have no liability under
this Agreement for sharing any special servicing compensation relating to an Excluded Loan if the Special Servicer has not received
written notice as provided in Section 8.12(f).


 


(h)     In
addition, upon request of the Master Servicer, the Special Servicer or Trust Advisor, as applicable, the Certificate Administrator
shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list
of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder
to such requesting party (at the expense of the Trust Fund).


 






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(i)     Notwithstanding
anything to the contrary contained herein, during such time as the Class E Certificates are the Subordinate Class, the Majority
Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the
rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative
as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, the
Master Servicer, the Special Servicer and the Trust Advisor (any such Holder or group of affiliated Holders that makes such an
election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such
Class until such time as the Opting-Out Party has sold or transferred, in the aggregate, a majority of the Class E Certificates
to an unaffiliated third party or third parties (such sale or transfer, a “Class E Transfer”). Following
any such Class E Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate
Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise
of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate
Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the
Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as
set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights
with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become
a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan.


 


(j)     In connection with its duties or exercise of its rights under this Agreement, if the Subordinate Class Representative
is an Excluded Holder, the Subordinate Class Representative (i) shall not directly or indirectly provide any information related
to the related Excluded Loan(s) to the related Borrower(s) or (A) any of the Subordinate Class Representative’s employees
or personnel or any Affiliate involved in the management of any investment in the related Borrower or the related Mortgaged Property
or (B) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower, 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. None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor
or the Trustee shall be liable for its dissemination of information in accordance with this Agreement or for the dissemination
of information by others in violation of the terms of this Agreement. The Master Servicer, Special Servicer, Certificate Administrator,
Trust Advisor and Trustee may rely on an investor certification in the form of Exhibit K-1B hereto from the Subordinate
Class Representative or a Subordinate Class Certificateholder to the effect that such Person is not an Excluded Controlling Class
Holder or in the form of Exhibit K-2B or Exhibit K-3A hereto from the Subordinate Class Representative or a Subordinate
Class Certificateholder to the effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded
Controlling Class Loans.


 


(k)     Notwithstanding
anything herein to the contrary, the Master Servicer, Special Servicer, Certificate Administrator, Trustee and Trust Advisor shall
be entitled to conclusively assume that the Subordinate Class Representative and all Subordinate Class Certificateholders are
not Excluded Controlling Class Holders except to the extent that such Master Servicer,


 






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Special Servicer, Certificate Administrator,
Trustee or Trust Advisor, as applicable, has received notice from the Subordinate Class Representative or a Subordinate Class
Certificateholder that it has become an Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee or the Trust Advisor shall be liable for any communication to the Subordinate Class
Representative or a Subordinate Class Certificateholder or disclosure of information relating to a related Excluded Controlling
Class Loan if such Master Servicer, Special Servicer, Certificate Administrator, Trustee or Trust Advisor, as applicable, has
not received prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan (including, in the case
of any Excluded Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website
and/or any failure to label any such information provided to the Certificate Administrator). The Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee and the Trust Advisor shall be entitled to conclusively rely on any written
notice from the Subordinate Class Representative or a Subordinate Class Certificateholder that it is no longer an Excluded Controlling
Class Holder.


 


(l)     If
the Majority Subordinate Certificateholder or Subordinate Class Representative is an Excluded Holder, then the Special Servicer
shall have no obligation to obtain the consent of, or consult with, such Majority Subordinate Certificateholder or such Subordinate
Class Representative at any time with respect to the related Excluded Loan.


 


Section
3.24        Asset Status
Reports and Certain Rights and Powers of the Subordinate Class Representative. (a) No later than forty-five (45) days
after a Servicing Transfer Event for a Specially Serviced Mortgage Loan, the Special Servicer shall deliver in electronic format
a report (the “Asset Status Report”) with respect to such Specially Serviced Mortgage Loan and the related
Mortgaged Property to the Master Servicer, the Trustee, the Certificate Administrator, the related Serviced Pari Passu Companion
Loan Holder(s) (if any) (only to the extent such Serviced Pari Passu Companion Loan Holder is expressly entitled to receive such
Asset Status Report under the related Intercreditor Agreement and the subject of the Asset Status Report does not involve a sale
or proposed sale of the Mortgage Loan, and provided that if such Serviced Pari Passu Companion Loan is included in an Other Securitization,
such Asset Status Report shall be delivered to the related Other Master Servicer), the Subordinate Class Representative (during
any Subordinate Control Period or Collective Consultation Period, and other than with respect to any related Excluded Loan as
to which such Asset Status Report is Excluded Information), the Majority Subordinate Certificateholder (during any Subordinate
Control Period or Collective Consultation Period and other than with respect to any related Excluded Loan as to which such Asset
Status Report is Excluded Information), the Trust Advisor (during any Collective Consultation Period or Senior Consultation Period)
and the Rule 17g-5 Information Provider (who shall promptly post such report on the Rule 17g-5 Information Provider’s
Website in accordance with Section 8.12(c)). Such Asset Status Report shall set forth the following information to
the extent reasonably determinable:


 


(i)      a
summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Borrower;


 


(ii)     a
discussion of the general legal and environmental considerations reasonably known to the Special Servicer (including without limitation
by reason of any Phase I Environmental Assessment and any additional environmental


 



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testing contemplated by Section 3.09(c)),
consistent with the Servicing Standard, that are applicable to the exercise of remedies set forth herein and to the enforcement
of any related guaranties or other collateral for the related Specially Serviced Mortgage 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 or Mortgaged
Properties;


 


(iv)     a summary of the Special Servicer’s recommended action with respect to such Specially Serviced Mortgage Loan;


 


(v)     the
Appraised Value of the related Mortgaged Property or Mortgaged Properties, together with the assumptions used in the calculation
thereof (which the Special Servicer may satisfy by providing a copy of the most recently obtained Appraisal); and


 


(vi)     such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


During a Subordinate
Control Period (other than with respect to any related Excluded Loan as to which such Asset Status Report is Excluded Information),
if the Subordinate Class Representative does not disapprove an Asset Status Report within ten (10) Business Days (or,
with respect to a Serviced Loan Combination, such longer period of time as may be set forth in the related Intercreditor Agreement)
of receipt, the Special Servicer shall implement the recommended action as outlined in the Asset Status Report. In addition, during
a Subordinate Control Period (other than with respect to any related Excluded Loan as to which such Asset Status Report is Excluded
Information), the Subordinate Class Representative may object to any Asset Status Report within ten (10) Business Days
of receipt (or, with respect to a Serviced Loan Combination, such longer period of time as may be set forth in the related Intercreditor
Agreement); provided that the Special Servicer shall implement the recommended action as outlined in the Asset Status Report
if it makes a determination in accordance with the Servicing Standard that the objection is not in the best interest of all the
Certificateholders and, in the case of a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s) (as
a collective whole, as if they together constituted a single lender). If, during a Subordinate Control Period, the Subordinate
Class Representative disapproves the Asset Status Report (other than with respect to any related Excluded Loan) and the Special
Servicer has not made the affirmative determination described above, the Special Servicer shall revise the Asset Status Report
and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty (30) days after the disapproval,
to the Master Servicer, the Trustee, the Certificate Administrator, the Majority Subordinate Certificateholder (other than with
respect to any related Excluded Loan as to which such Asset Status Report is Excluded Information), the related Serviced Pari
Passu Companion Loan Holder(s) (if any) (only to the extent such Serviced Pari Passu Companion Loan Holder is expressly entitled
to receive such Asset Status Report under the related Intercreditor Agreement and the subject of the Asset Status Report does
not involve a sale or proposed sale of the Mortgage Loan, and provided that if such Serviced Pari Passu Companion Loan is included
in an Other Securitization, such Asset Status Report shall be delivered to the related Other Master Servicer) and the Rule 17g-5
Information Provider (who


 






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shall promptly post such revised Asset Status Report on the Rule 17g-5 Information Provider’s
Website in accordance with Section 8.12(c)). During a Subordinate Control Period, the Special Servicer shall revise
the Asset Status Report (other than with respect to any Excluded Loan with respect to which the Subordinate Class Representative
is a Borrower Party, and as to which such Asset Status Report is Excluded Information) until the Subordinate Class Representative
fails to disapprove the revised Asset Status Report as described above, until the Subordinate Class Representative’s
approval is no longer required or until the Special Servicer makes a determination that the objection is not in the best interests
of all the Certificateholders and, in the case of a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan
Holder(s) (as a collective whole, as if they together constituted a single lender). If, during a Subordinate Control Period, the
Subordinate Class Representative and the Special Servicer have not agreed upon an Asset Status Report (other than with respect
to any Excluded Loan with respect to which the Subordinate Class Representative is a Borrower Party, and as to which such Asset
Status Report is Excluded Information) within ninety (90) days following the Subordinate Class Representative’s
receipt of the initial Asset Status Report, the Special Servicer shall implement the actions described in the most recent Asset
Status Report submitted by the Special Servicer to the Subordinate Class Representative. Notwithstanding the foregoing, if
the Special Servicer determines that emergency action is necessary to protect the related Mortgaged Property or the interests
of the Certificateholders, or if a failure to take any such action at such time would be inconsistent with the Servicing Standard,
the Special Servicer may take actions with respect to the related Mortgaged Property before the expiration of the ten (10) Business
Day period (or, with respect to a Serviced Loan Combination, such longer period of time as may be set forth in the related Intercreditor
Agreement) referenced above and if the Special Servicer reasonably determines in accordance with the Servicing Standard that failure
to take such actions before the expiration of such period would materially and adversely affect the interest of the Certificateholders
and, except in the case of any Excluded Loan with respect to which the Subordinate Class Representative is a Borrower Party, the
Special Servicer has made commercially reasonable efforts, during a Subordinate Control Period, to contact the Subordinate Class Representative.
The foregoing shall not relieve the Special Servicer of its duties to comply with the Servicing Standard. Any Asset Status Report
delivered with respect to an Excluded Controlling Class Loan shall be sent via email to cmbsexcludedinformation@wellsfargo.com
(or via such other electronic means as is mutually acceptable to the parties) in one or more separate files labeled by the Special
Servicer “Excluded Controlling Class Loan” followed by the applicable loan number and loan name.


 


The
Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report,
provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.24(a).


 


In addition, the Special
Servicer shall deliver a summary (as approved by the Subordinate Class Representative if a Subordinate Control Period is in
effect and other than with respect to any related Excluded Loan) of each Final Asset Status Report to the Certificate Administrator,
the Majority Subordinate Certificateholder and the Trust Advisor (and, with respect to the Trust Advisor, shall also deliver each
Final Asset Status Report). Upon receipt of such summary, the Certificate Administrator shall post such summary on its website
in accordance with Section 8.12(b). The Special Servicer shall deliver any summary of a Final Asset Status Report with
respect to an Excluded Controlling Class Loan via email to


 






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cmbsexcludedinformation@wellsfargo.com (or via such other electronic
means as is mutually acceptable to the parties) in one or more separate files labeled by the Special Servicer “Excluded Controlling
Class Loan” followed by the applicable loan number and loan name.


 


A “Final Asset
Status Report”, with respect to any Specially Serviced Mortgage Loan, means each related Asset Status Report, together
with such other data or supporting information provided by the Special Servicer to the Subordinate Class Representative (other
than with respect to any related Excluded Loan), in each case prepared in connection with the workout or liquidation of such Specially
Serviced Mortgage Loan and which, in any event, will not include any Privileged Information; provided that no Asset Status
Report shall be considered to be a Final Asset Status Report unless, during a Subordinate Control Period, the Subordinate Class Representative
(other than with respect to any related Excluded Loan) 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 or consent, or has been deemed to approve or consent
to such action.


 


Each of the Subordinate
Class Representative (during any Collective Consultation Period and other than with respect to any related Excluded Loan)
and the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) will be entitled to consult
on a non-binding basis with the Special Servicer and propose possible alternative courses of action and provide other feedback
in respect of any Asset Status Report, and the Special Servicer shall consider such alternative courses of action and any other
feedback provided by the Subordinate Class Representative (other than with respect to any related Excluded Loan) and/or the
Trust Advisor, as applicable. The Special Servicer may revise any 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 Subordinate Class Representative
and/or the Trust Advisor. Consultation with the Trust Advisor shall occur in the manner provided in Sections 3.28(f)
and 3.28(h).


 


(b)          Upon
receiving notice of the occurrence of the events described in clause (c) of the definition of Specially Serviced Mortgage
Loan (without regard to the sixty (60) day or one hundred twenty (120) 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 Serviced Mortgage Loan and reasonably requested by the Special Servicer.
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.


 


(c)          During
any Subordinate Control Period, (i) the Subordinate Class Representative will be entitled to approve or disapprove
Asset Status Reports (other than any Asset Status Report related to any related Excluded Loan) and (ii) other than with
respect to any Excluded Loan with respect to which the Subordinate Class Representative is a Borrower Party, the
Special Servicer generally will not be permitted to take or consent to the Master Servicer’s taking any Material Action
not otherwise covered by an approved Asset Status Report, unless and until the Special Servicer has notified the Subordinate
Class Representative and the Subordinate Class Representative has consented (or failed to object) thereto in
writing within ten (10) Business Days (or, in connection with a leasing matter, five (5) Business Days, or in
connection with an Acceptable Insurance Default, thirty (30) days) of having been notified


 






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thereof in writing and provided with all reasonably requested information by it.
However, the Special Servicer may take any Material Action (or consent to the Master Servicer’s taking a Material Action)
without waiting for the response of the Subordinate Class Representative if the Special Servicer determines that immediate
action is necessary to protect the interests of the Certificateholders and, if affected thereby, the related Serviced Pari Passu
Companion Loan Holder(s), as a collective whole. Furthermore, during a Subordinate Control Period, the Subordinate Class Representative
may, in general, direct the Special Servicer (other than with respect to any Excluded Loan with respect to which the Subordinate
Class Representative is a Borrower Party) to take, or to refrain from taking, any actions as that representative may deem advisable
with respect to the servicing and administration of Specially Serviced Mortgage Loans and REO Properties or as to which provision
is otherwise made in this Agreement. During a Subordinate Control Period, the Majority Subordinate Certificateholder, or the Subordinate
Class Representative on its behalf shall have the right to remove the existing Special Servicer, with or without cause, and
appoint a successor to the Special Servicer, all as provided in Section 6.05(a) (in each case, other than with respect
to any related Excluded Loan).


 


During any Collective
Consultation Period, the Subordinate Class Representative shall have consultation rights (in addition to those of the Trust
Advisor) with respect to Material Actions not otherwise covered by an Asset Status Report (other than with respect to any related
Excluded Loan) as to which the Subordinate Class Representative has been consulted. During any Collective Consultation Period
or Senior Consultation Period, the Majority Subordinate Certificateholder and the Subordinate Class Representative shall have
no right to remove the existing Special Servicer.


 


During any Collective
Consultation Period or Senior Consultation Period, the Special Servicer shall consult on a non-binding basis with the Trust Advisor
with respect to Material Actions (regardless of whether such Material Action is covered by an Asset Status Report); provided
that the Special Servicer shall not consult with the Trust Advisor with respect to Material Actions related to collateral substitutions,
assignments, insurance policies, Borrower substitutions, lease modifications and amendments and other similar actions that the
Special Servicer may perform under this Agreement, to the extent such actions do not relate to the restructuring, resolution, sale
or liquidation of a Specially Serviced Mortgage Loan or REO Property.


 


For the purposes of
this Agreement, “Material Action” means, for any Serviced Mortgage Loan and any related Serviced Pari Passu
Companion Loan, any of the following actions:


 


(i)          any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property)
of the ownership of the property or properties securing any Specially Serviced Mortgage 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, without limitation, the timing of payments and acceptance of discounted payoffs) of a
Serviced Mortgage Loan or Serviced Loan


 






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Combination or any extension of the maturity date of a Serviced Mortgage Loan or Serviced
Loan Combination;


 


(iii)        following a default or an event of default with respect to a Serviced Mortgage Loan or Serviced Loan Combination,
any exercise of remedies, including the acceleration of the Serviced Mortgage Loan or Serviced Loan Combination or initiation
of any proceedings, judicial or otherwise, under the related Mortgage Loan Documents;


 


(iv)        any sale of a Defaulted Mortgage Loan or REO Property for less than the applicable Purchase Price;


 


(v)         any
determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise
address any Hazardous Materials located at a Mortgaged Property or an REO Property;


 


(vi)        any
release of material collateral or any acceptance of substitute or additional collateral for a Serviced Mortgage Loan or Serviced
Loan Combination or any consent to either of the foregoing, other than if required pursuant to the specific terms of the related
Mortgage Loan Documents and for which there is no lender discretion;


 


(vii)       any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Serviced Mortgage Loan or Serviced
Loan Combination or any consent to such a waiver or consent to a transfer of a Mortgaged Property or interests in the Borrower;


 


(viii)      any
incurrence of additional debt by a Borrower or any mezzanine financing by any beneficial owner of a Borrower (to the extent that
the lender has consent rights pursuant to the related Mortgage Loan Documents (for purposes of the determination whether a lender
has such consent rights pursuant to the related Mortgage Loan Documents, any Mortgage Loan Document provision that requires that
an intercreditor agreement be reasonably or otherwise acceptable to the lender shall constitute such consent rights));


 


(ix)        any
material modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any
mezzanine lender or subordinate debt holder related to a Serviced Mortgage Loan or Serviced Loan Combination, or any action
to enforce rights (or decision not to enforce rights) with respect thereto, or any material modification, waiver or amendment
thereof;


 


(x)         any
property management company changes (with respect to a Mortgage Loan with a principal balance equal to or greater than
$2,500,000), including, without limitation, approval of the termination of a manager and appointment of a new property
manager, or franchise changes (with respect to a Serviced Mortgage Loan or Serviced Loan Combination for which the lender
is


 






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required to
consent or approve such changes under the Mortgage Loan Documents);


 


(xi)        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 and other than those that are permitted to be undertaken by the Master Servicer without the consent of
the Special Servicer pursuant to Section 3.20(f); provided, however, that releases of any material amounts
from any escrow accounts, Reserve Funds, or Letters of Credit held as performance escrows or reserves with respect to the Mortgage
Loans secured by the Mortgaged Properties identified on Schedule XI hereto shall constitute Material Actions;


 


(xii)    
  any acceptance of an assumption agreement or any other agreement permitting a transfer of
interests in a Borrower, guarantor or other obligor releasing a Borrower, guarantor or other obligor from liability under a
Mortgage Loan or Serviced Loan Combination other than pursuant to the specific terms of such Mortgage Loan or Serviced Loan
Combination and for which there is no lender discretion;


 


(xiii)      any
determination of an Acceptable Insurance Default;


 


(xiv)      any
determination by the Master Servicer or Special Servicer, as applicable, to transfer a Serviced Mortgage Loan or Serviced Loan
Combination to the Special Servicer under the circumstances described in paragraph (c), (d) or (i) of the definition of “Specially
Serviced Mortgage Loan”;


 


(xv)       any modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination
and nondisturbance or attornment agreement in connection with any lease, at a Mortgaged Property if (a) the lease involves
a ground lease or lease of an outparcel or affects an area greater than or equal to the lesser of (or, in the case of any Mortgage
Loan primary serviced by Prudential Asset Resources, Inc. or any successor or assign, the greater of) (1) 30% of the net
rentable area of the improvements at the Mortgaged Property and (2) 30,000 square feet of the improvements at the Mortgaged
Property and (b) such transaction either is not described by Section 3.20(f)(iv) or such transaction relates
to a Specially Serviced Mortgage Loan;


 


(xvi)      the
adoption or implementation of a budget submitted by a Borrower with respect to a Mortgage Loan or Serviced Loan Combination (to
the extent lender approval is required under the related Mortgage Loan Documents), if (i) the Mortgage Loan or Serviced Loan Combination
for the related Mortgaged Property is on the CREFC® servicer watch list or (ii) such budget includes material (more than 25%)
increases in operating expenses or payments to entities actually known by the Master Servicer to be affiliates of the related
Borrower


 






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(excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan
or Serviced Loan Combination), subject in each case to any deemed approval expressly set forth in the related Mortgage Loan Documents;
or


 


(xvii)     the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a Borrower.


 


(d)          [Reserved].


 


(e)           Notwithstanding
anything herein to the contrary: (i) subject to Section 3.23(a), the Special Servicer shall have no right or obligation
to consult with or to seek and/or obtain consent or approval from any Subordinate Class Representative prior to acting (and
provisions of this Agreement requiring such consultation, consent or approval shall be of no effect) during the period following
any resignation or removal of a Subordinate Class Representative and before a replacement is selected; and (ii) no advice,
direction or objection from or by the Subordinate Class Representative, as contemplated by Section 3.24(a) or
Section 3.24(c) or any other provision of this Agreement, may (and the Special Servicer shall ignore and act without
regard to any such advice, direction or objection that the Special Servicer has determined, in its reasonable, good faith judgment,
would): (A) require or cause the Special Servicer to violate applicable law, the terms of any Mortgage Loan or any other
Section of this Agreement (or, with respect to any Serviced Loan Combination, the related Intercreditor Agreement), including
the Special Servicer’s obligation to act in accordance with the Servicing Standard and the REMIC Provisions, (B) result
in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool,
(C) expose the Trust, the Depositor, the Master Servicer (or a Sub-Servicer acting on behalf of the Master Servicer), the
Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor, the Custodian or any of their respective Affiliates,
members, managers, officers, directors, employees or agents, to any claim, suit or liability or (D) materially expand the
scope of the Master Servicer’s or Special Servicer’s responsibilities under this Agreement.


 


(f)           Also
notwithstanding anything to the contrary contained herein, (i) during a Collective Consultation Period, the Subordinate Class Representative
shall have no right to consent to any action taken or not taken by any party to this Agreement; (ii) during a Collective
Consultation Period (other than with respect to any related Excluded Loan), the Subordinate Class Representative and the
Majority Subordinate 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 Subordinate
Class Representative in connection with any action to be taken or refrained from taking to the extent set forth herein; and
(iii) during a Senior Consultation Period, the Subordinate Class Representative shall have no 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 Subordinate Class Representative.


 


(g)         
Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Subordinate
Class Representative may have special relationships and


 






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interests that conflict with those of Holders and Certificate Owners
of one or more Classes of Certificates; (ii) the Subordinate Class Representative may act solely in the interests of
the Holders of the Class E, Class F and/or Class G Certificates; (iii) the Subordinate Class Representative
does not have any duties to the Trust Fund or to the Holders of any Class of Certificates; (iv) the Subordinate Class Representative
may take actions that favor interests of the Holders of the Class E, Class F and/or Class G Certificates over the interests
of the Holders of one or more other Classes of Certificates; (v) the Subordinate Class Representative shall have no liability
whatsoever to the Trust Fund, the Certificateholders or any Borrower for having acted as described in this Section 3.24(g),
or in exercising its rights, powers and privileges, in taking any action or refraining from taking any action, or in giving any
consent or failing to give any consent, in each case, pursuant to this Agreement; and (vi) no Certificateholder may take any
action whatsoever against the Subordinate Class Representative or any Affiliate, director, officer, shareholder, member, partner,
agent or principal thereof as a result of the Subordinate Class Representative having acted in the manner described in this
Section 3.24(g), or a result of the special relationships or interests described in this Section 3.24(g).
In addition, each initial Certificateholder further acknowledges and agrees, by its acceptance of its Certificates, that (i) such
Certificateholder is not entitled to rely, and has not relied, on any due diligence or other review of the Trust Fund or its assets
by the Initial Subordinate Class Representative or the Initial Majority Subordinate Certificateholder, or any Affiliate, director,
officer, shareholder, member, partner, agent or principal thereof, in connection with the initial issuance of the Certificates,
and (ii) such Certificateholder waives any cause of action that it may otherwise have against the Initial Subordinate Class Representative
or the Initial Majority Subordinate Certificateholder, or any Affiliate, director, officer, shareholder, member, partner, agent
or principal thereof, based upon or arising from any due diligence or other review of the Trust Fund or its assets by any such
Person.


 


(h)        
 The Subordinate Class Representative shall not be entitled to receive any compensation from the Trust
Fund.


 


Section
3.25        Application
of Default Charges. (a) Any and all Default Charges that are actually received by or on behalf of the Trust with respect to any
Serviced Mortgage Loan (other than any Mortgage Loan included in a Serviced Loan Combination) or any related REO Mortgage Loan
that is a successor thereto (net of any portion thereof applied to pay Advance Interest under Section 3.05) and (to the extent
remitted to the Master Servicer by the related Non-Trust Master Servicer and, in any event, subject to the related Intercreditor
Agreement) any and all Default Charges that are actually received by or on behalf of the Trust with respect to a Non-Trust-Serviced
Pooled Mortgage Loan or successor REO Mortgage Loan during any Collection Period shall be applied for the following purposes and
in the following order, in each case to the extent of the remaining portion of such charges and fees:


 


(i)       
   first, to pay to the Trustee, the Master Servicer or the Special Servicer, in that
order, any Advance Interest due and owing to such party on outstanding Advances made thereby with respect to such Mortgage
Loan or REO Mortgage Loan, as the case may be;


 


(ii)         second,
to reimburse the Trust Fund for any Advance Interest paid to the Trustee, the Master Servicer or the Special Servicer following
the Closing


 






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Date with respect to such Mortgage Loan or REO Mortgage Loan, as the case may be, which
interest was paid from a source other than Default Charges collected on such Mortgage Loan or REO Mortgage Loan, as the case may
be; and


 


(iii)        third,
with respect to any remaining Default Charges (“Net Default Charges”), to the Master Servicer, to the extent
that such Net Default Charges accrued while the related Mortgage Loan was not a Specially Serviced Mortgage Loan, or to the Special
Servicer, to the extent that such Net Default Charges accrued while the related Mortgage Loan was a Specially Serviced Mortgage
Loan.


 


(b)          Default Charges applied to reimburse the Trust pursuant to clause second of Section 3.25(a)
are intended to be available for distribution on the Certificates pursuant to Section 4.01(a), subject to application
pursuant to Section 3.05(a) or Section 3.05(b) for any items payable out of general collections on the
Mortgage Pool. Default Charges applied to reimburse the Trust pursuant to clause second of Section 3.25(a)
shall be deemed to offset payments of Advance Interest in the chronological order in which it accrued with respect to the subject
Mortgage Loan or REO Mortgage Loan (whereupon such Advance Interest shall thereafter be deemed to have been paid out of Default
Charges).


 


(c)          Any and all amounts otherwise distributable to the Trust as the holder of any Mortgage Loan included in a Serviced
Loan Combination or any related REO Mortgage Loan or to the related Serviced Pari Passu Companion Loan Holder as Default Charges
with respect to such Serviced Loan Combination shall be applied for the following purposes and in the following order, in each
case to the extent of the remaining portion of such amounts and as and to the extent permitted under the related Intercreditor
Agreement:


 


(i)           first,
to pay to the Trustee, the Master Servicer or the Special Servicer, in that order, that portion of any Advance Interest due and
owing to such party on outstanding Servicing Advances made thereby with respect to such Serviced Loan Combination or any related
REO Property allocated pro rata according to the respective outstanding principal balances of the related Mortgage
Loan and the related Serviced Pari Passu Companion Loan(s) in such Serviced Loan Combination;


 


(ii)         second,
either (x) in the case of the Mortgage Loan in such Serviced Loan Combination, to pay to the Trustee or the Master Servicer,
in that order, any Advance Interest due and owing to such party on outstanding P&I Advances made thereby with respect to such
Mortgage Loan or (y) in the case of any Serviced Pari Passu Companion Loan in such Serviced Loan Combination, to pay to one
or more designees of the related Serviced Pari Passu Companion Loan Holder any interest similar to Advance Interest due and owing
to such designee on any debt service advances made thereby for the benefit of such Serviced Pari Passu Companion Loan Holder;


 






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(iii)       
third, to reimburse the Trust Fund for that portion of any Additional Trust Fund Expenses (other than Special
Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to such Serviced Loan Combination and any related
REO Property, allocated pro rata according to the respective outstanding principal balances of the related Mortgage
Loan and the related Serviced Pari Passu Companion Loan(s); and


 


(iv)        
fourth, with respect to any remaining Default Charges (also “Net Default Charges”) on
a pro rata basis: (i) to the Master Servicer, to the extent that such Net Default Charges accrued while the related
Mortgage Loan was not a Specially Serviced Mortgage Loan, or to the Special Servicer, to the extent that such Net Default Charges
accrued while the related Mortgage Loan was a Specially Serviced Mortgage Loan and (ii) to the related Serviced Pari Passu
Companion Loan Holder or, following the securitization of the related Serviced Pari Passu Companion Loan, the Master Servicer,
to the extent that such Net Default Charges accrued while the related Serviced Pari Passu Companion Loan was not a Specially Serviced
Mortgage Loan, or to any related Serviced Pari Passu Companion Loan Holder or, following the securitization of the related Serviced
Pari Passu Companion Loan, the Special Servicer, to the extent that such Net Default Charges accrued while the related Serviced
Pari Passu Companion Loan was a Specially Serviced Mortgage Loan.


 


Section
3.26        Certain
Matters Regarding the Serviced Loan Combinations. (a) With respect to the Serviced Loan Combinations, except for those duties to
be performed by, and notices to be furnished by, the Certificate Administrator under this Agreement, the Master Servicer or the
Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the Trust
Fund as may be the obligation of the Trust under the related Intercreditor Agreement.


 


(b)          The
Master Servicer shall maintain a register (the “Serviced Pari Passu Companion Loan Holder Register”) on
which the Master Servicer shall record the names and addresses of any Serviced Pari Passu Companion Loan Holders and wire
transfer instructions for such Serviced Pari Passu Companion Loan Holders from time to time, to the extent such information
is provided in writing to the Master Servicer by the related Serviced Pari Passu Companion Loan Holder. Upon the transfer of
any Serviced Pari Passu Companion Loan, each subsequent Serviced Pari Passu Companion Loan Holder, or a servicer on its
behalf, is required pursuant to the related Intercreditor Agreement to inform the Master Servicer of its name and address and
of any transfer thereof by delivering a copy of an assignment and assumption agreement or other agreement effectuating such
transfer. Additionally, each Serviced Pari Passu Companion Loan Holder shall inform the Master Servicer of its taxpayer
identification number and wiring instructions. The name, address, tax identification number, and wiring instructions of each
initial Serviced Pari Passu Companion Loan Holder as of the Closing Date is set forth on Schedule IX hereto. The
Master Servicer shall be entitled to conclusively rely upon the information set forth on Schedule IX hereto or
delivered by any Serviced Pari Passu Companion Loan Holder until it receives written notice of transfer or of any change in
information. Upon receipt of a written request from any party hereto, the Master Servicer shall provide a current list


 






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of Serviced Pari Passu Companion Loan Holders, together with contact information
for any Serviced Pari Passu Companion Loan Holders.


 


In no event shall the
Master Servicer be obligated to pay any party the amounts payable to a Serviced Pari Passu Companion Loan Holder hereunder other
than the Person listed as such Serviced Pari Passu Companion Loan Holder on the Serviced Pari Passu Companion Loan Holder Register.
If a Serviced Pari Passu Companion Loan Holder transfers the related Serviced Pari Passu Companion Loan without notice to the Master
Servicer, the Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced Pari Passu Companion
Loan and shall have no obligation to recover and redirect such payment.


 


The Master Servicer
shall promptly provide the names and addresses of any Serviced Pari Passu Companion Loan Holders to any party hereto, and any such
party or successor may, without further investigation, conclusively rely upon such information. The Master Servicer shall have
no liability to any Person for the provision of any such names and addresses.


 


(c)        
  With respect to any Serviced Loan Combination during any Subordinate Control Period (unless such
Serviced Loan Combination is a related Excluded Loan), the Subordinate Class Representative shall be entitled to
exercise the consent rights of such Serviced Loan Combination to the extent set forth in the applicable Intercreditor
Agreement, in accordance with the terms of the related Intercreditor Agreement and this Agreement.


 


(d)        
  The Special Servicer (if any Serviced Pari Passu Companion Loan is a Specially Serviced Mortgage Loan or
has become an REO Mortgage Loan) or the Master Servicer (with respect to any Serviced Pari Passu Companion Loan that is not a
Specially Serviced Mortgage Loan), as applicable, shall take all actions relating to the servicing and/or administration of,
and the preparation and delivery of reports and other information with respect to, any Serviced Loan Combination related to
any Serviced Pari Passu Companion Loan or any related REO Property required to be performed by the holder of the related
Mortgage Loan or contemplated to be performed by a servicer, in any case pursuant to and as required by the related
Intercreditor Agreement. In addition notwithstanding anything herein to the contrary, the following considerations shall
apply with respect to the servicing of a Serviced Pari Passu Companion Loan:


 


(i)          none of the Master Servicer, the Special Servicer or the Trustee shall make any P&I Advance with respect to any
Serviced Pari Passu Companion Loan; and


 


(ii)         the Master Servicer and the Special Servicer shall each consult with and obtain the consent of the related Serviced
Pari Passu Companion Loan Holder(s) to the extent required by the related Intercreditor Agreement.


 


If any Serviced Pari
Passu Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust”
(within the meaning of the Grantor Trust Provisions), then neither the Master Servicer nor the Special Servicer shall knowingly
take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the
tax status of such grantor trust as a grantor trust.


 






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The parties hereto
acknowledge that no Serviced Pari Passu Companion Loan Holder shall (1) owe any fiduciary duty to the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer or any Certificateholder or (2) have any liability to the Trustee
or the Certificateholders for taking any action, or for refraining from the taking of any action, pursuant to the related Intercreditor
Agreement, or for the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a Certificate,
shall be deemed to have confirmed its understanding that a Serviced Pari Passu Companion Loan Holder (i) may take or refrain
from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have
special relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed
to take no action against a Serviced Pari Passu Companion Loan Holder or any of its officers, directors, employees, principals
or agents as a result of such special relationships or conflicts, and (iii) shall not be liable by reason of its having acted
or refrained from acting solely in its interest or in the interest of its affiliates.


 


The parties hereto
recognize and acknowledge the rights of each Serviced Pari Passu Companion Loan Holder under the related Intercreditor Agreement.
Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any
Intercreditor Agreement for a Serviced Loan Combination or a Non-Serviced Loan Combination are deemed incorporated herein by reference,
and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict between
the terms and provisions of this Agreement and the terms and provisions of the Intercreditor Agreement for any Serviced Loan Combination,
the terms and provisions of the Intercreditor Agreement for such Serviced Loan Combination shall control.


 


Each of the rights
of any Serviced Pari Passu Companion Loan Holder under or contemplated by this Section 3.26(d) may be exercisable by
a designee thereof on its behalf; provided that the Master Servicer, the Special Servicer, the Certificate Administrator
and the Trustee are provided with written notice by the related Serviced Pari Passu Companion Loan Holder of such designation (upon
which such party may conclusively rely) and the contact details of the designee.


 


If any Person purchases
the related Mortgage Loan as a Defaulted Mortgage Loan pursuant to Section 3.18, then (subject to the related Intercreditor
Agreement) the Person effecting the purchase must also pay and/or reimburse to the parties hereto the respective amounts then currently
due and owing to them hereunder with respect to the related Serviced Pari Passu Companion Loan(s) that, pursuant to this Agreement,
would not otherwise have been payable out of the applicable purchase price and/or any other amounts payable in connection with
such purchase (or if payable out of such purchase price and/or other amounts, remain unpaid after such application) and that, pursuant
to the related Intercreditor Agreement, would otherwise have been payable out of future collections on such Serviced Pari Passu
Companion Loan. Notwithstanding anything herein to the contrary, any such purchase shall be subject to such reimbursements.


 


Any reference to servicing
any of the Mortgage Loans in accordance with any of the related Mortgage Loan Documents (including the related Mortgage Note and
Mortgage) shall also mean, in the case of a Serviced Loan Combination, in accordance with the related Intercreditor Agreement.


 






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For purposes of exercising
any rights that the holder of the Mortgage Note for any Mortgage Loan in a Serviced Loan Combination may have under the related
Intercreditor Agreement, the Subordinate Class Representative shall be the designee of the Trust, as such noteholder, and
the Trustee shall take such actions as may be necessary under the related Intercreditor Agreement to effect such designation.


 


(e)           With respect to each Serviced Loan Combination (to the extent the Master Servicer or the Special Servicer, as applicable,
has not received written notice stating that the related Serviced Pari Passu Companion Loan Holder is an Excluded Holder or the
equivalent under the related Other Pooling and Servicing Agreement), the Master Servicer or the Special Servicer, as applicable,
shall provide any Serviced Pari Passu Companion Loan Holder and, if applicable, any related “Non-Controlling Note Holder”
under the related Intercreditor Agreement (or its designee or representative) to the extent required hereunder to be provided to
Certificateholders or to the Subordinate Class Representative (determined without regard to whether or not such Loan Combination
is an Excluded Loan), within the same time frame it is required to provide such information and materials to the Certificateholders
or the Subordinate Class Representative, as applicable, hereunder (1) with copies of each financial statement received
by the Master Servicer pursuant to the terms of the related Mortgage Loan Documents, (2) with copies of any notice of default
sent to the Borrower and (3) subject to the terms of the related Mortgage Loan Documents, copies of any other documents relating
to such Serviced Loan Combination, including, without limitation, property inspection reports, loan servicing statements, Borrower
requests, Asset Status Reports, any other information delivered by the Master Servicer to the Subordinate Class Representative
(other than with respect to any Loan Combination that is a related Excluded Loan) and copies of any other notice, information or
report that it is required to provide to the Subordinate Class Representative 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 such
Serviced Loan Combination. Any copies to be furnished by the Master Servicer or the Special Servicer may be furnished by hard copy
or furnished or made available by electronic means.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicer and the Special Servicer shall be entitled to conclusively assume that any
Serviced Pari Passu Companion Loan Holder is not an Excluded Holder or the equivalent under the related Other Pooling and Servicing
Agreement, except to the extent that the Master Servicer or the Special Servicer, as applicable, has received notice from such
Serviced Pari Passu Companion Loan Holder that it has become an Excluded Holder or the equivalent under the related Other Pooling
and Servicing Agreement. Neither the Master Servicer nor the Special Servicer shall be liable for any communication of the information
listed in the preceding paragraph to a Serviced Pari Passu Companion Loan Holder that is an Excluded Holder or the equivalent under
the related Other Pooling and Servicing Agreement if the Master Servicer or the Special Servicer, as applicable, did not receive
prior written notice that the related Serviced Pari Passu Companion Loan is the equivalent of an Excluded Loan under the related
Other Pooling and Servicing Agreement. Each of the Master Servicer and the Special Servicer shall be entitled to conclusively rely
on delivery from a Serviced Pari Passu Companion Loan Holder of notice that it is no longer an Excluded Holder or the equivalent
under the related Other Pooling and Servicing Agreement.


 






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(f)          
With respect to each Serviced Loan Combination, the Master Servicer or the Special Servicer, as applicable,
shall:


 


(i)          consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) on a strictly
non-binding basis, to the extent that such Serviced Pari Passu Companion Loan Holder (or its designee or representative) requests
consultation with respect to any “major decision”, “major action” or analogous term having the same meaning
set forth in or contemplated by the related Intercreditor Agreement or the implementation of any recommended actions outlined in
an Asset Status Report relating to any Serviced Loan Combination, and to consider alternative actions recommended by such Serviced
Pari Passu Companion Loan Holder (or its designee or representative); provided that after the expiration of a period of
ten (10) Business Days from the delivery to the related Serviced Pari Passu Companion Loan Holder (or its designee or representative)
of written notice of a proposed action, together with copies of the related notice, information or report, the Master Servicer
or Special Servicer, as applicable, shall no longer be obligated to consult with the related Serviced Pari Passu Companion Loan
Holder (or its designee or representative) (unless the Master Servicer or Special Servicer, as applicable, 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 begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing
non-binding consultation rights of the related Serviced Pari Passu Companion Loan Holder, the Master Servicer or the Special Servicer,
as applicable, may take any “major decision”, “major action” or analogous term set forth in or contemplated
by the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned
or extended ten (10) Business Day period if the Master Servicer or the Special Servicer, as applicable, determines that immediate
action with respect thereto is necessary to protect the interests of the Certificateholders and the related Serviced Pari Passu
Companion Loan Holder. In no event shall the Master Servicer or the Special Servicer be obligated at any time to follow or take
any alternative actions recommended by any Serviced Pari Passu Companion Loan Holder; and


 


(ii)         in addition to the foregoing non-binding consultation rights, each Serviced Pari Passu Companion Loan Holder shall
have the right to 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 any related Serviced Loan Combination are discussed.


 


(g)          In connection with the securitization of any Serviced Pari Passu Companion Loan, while such Pari Passu Companion
Loan is a Serviced Pari Passu Companion Loan, upon the request of (and at the expense of) the holder of such Serviced Pari Passu
Companion Loan, each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable


 






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efforts
to cooperate with such holder of such Serviced Pari Passu Companion Loan in attempting to cause the related Borrower to provide
information relating to the related Loan Combination 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 securitization.


 


(h)          [Reserved].


 


Section
3.27      Rating
Agency Confirmations; Communications with Rating Agencies. (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 condition precedent to such action, if the party (the “Requesting Party”) obtaining 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 Rule 17g-5 Information Provider’s
Website, such Rating Agency (I) has not replied to such request or (II) 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 (i) in
the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement
to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates
solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it
has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating
Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above
(after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information
Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency
received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request
described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating
Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set
forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower,
then the Master Servicer (with respect to Performing Serviced Mortgage Loans or Performing Serviced Pari Passu Companion Loans)
or the Special Servicer (with respect to Specially Serviced Mortgage Loans) shall determine (with the consent of the Subordinate
Class Representative, during any Subordinate Control Period (other than with respect to any related Excluded Loan), which
consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days
of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement
and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below, whether or not to waive such condition
for such particular action at such time, (y) with respect to a replacement or succession of the Master Servicer or Special
Servicer, such condition shall be deemed to be satisfied if (1) the applicable replacement is rated at least “CMS3”
(in the case of a Master Servicer) or “CSS3” (in the case of a Special Servicer), if Fitch is the non-responding Rating
Agency; (2) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level”
or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed
securities transactions and Moody’s has not cited servicing


 









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concerns with
respect to the applicable replacement as the sole or 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 the applicable servicer prior to the time of
determination, if Moody’s is the non-responding Rating Agency; or (3) the applicable replacement either (a) has a
master servicer or a special servicer, as applicable, ranking of at least “MOR CS3” by Morningstar (if ranked by
Morningstar) or (b) if not ranked by Morningstar, is currently acting as a master servicer or special servicer, as
applicable, on a deal or transaction-level basis for all or a significant portion of the related mortgage loans in other
commercial mortgage-backed securities transactions rated by any NRSRO and a responsible officer of the Trustee does not have
actual knowledge that Morningstar has, with respect to any such other commercial mortgage-backed securities transaction,
qualified, downgraded or withdrawn its rating or ratings on one or more classes of such commercial mortgage-backed securities
publicly citing servicing concerns of the applicable replacement as the sole or material factor in such rating action, if
Morningstar is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust
Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating
Agency shall not have cited concerns regarding the replacement trust advisor as the sole or 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 a commercial mortgage-backed securitization transaction with respect to
which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The
applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such
Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the
preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g)
below, but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g)
below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any
information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the
original request for such Rating Agency Confirmation.


 


(b)          Notwithstanding anything to the contrary in this Section 3.27, for purposes of the provisions of any
Mortgage Loan Document or this Agreement 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 Special Servicer would have been permitted to waive obtaining such Rating
Agency Confirmation pursuant to Section 3.27(a)(ii)(x) shall be deemed to have been satisfied.


 


(c)          For
all other matters or actions requiring, as a condition precedent to such matter or action, a Rating Agency Confirmation under
any Mortgage Loan Documents or this Agreement and not specifically discussed in Section 3.27(a) above, the
applicable Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


(d)          In connection with any determination made by the Requesting Party pursuant to Section 3.27(a) above,
the Special Servicer or the Master Servicer, as applicable, shall obtain the


 






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consent of the Subordinate Class Representative
(during any Subordinate Control Period (other than with respect to any related Excluded Loan)) or consult with the Subordinate
Class Representative (during any Collective Consultation Period (other than with respect to any related Excluded Loan)) and
the Trust Advisor (during any Collective Consultation Period or Senior Consultation Period), with consent or approval deemed to
be granted by the Subordinate Class Representative (during any Subordinate Control Period (other than with respect to any
related Excluded Loan)), if it does not respond within five (5) Business Days of its receipt of a request for consideration
from the Special Servicer or the Master Servicer, as applicable.


 


(e)          Promptly following the Requesting Party’s determination to take any action discussed above without receiving
affirmative Rating Agency Confirmation from a Rating Agency, the Requesting Party (to the extent that the applicable information
has been provided to the Requesting Party) shall provide notice of such determination, which may be transmitted by electronic mail
in accordance with Section 12.06, to the Rule 17g-5 Information Provider (who shall promptly post such notice
to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)).


 


(f)           Any
Rating Agency Confirmation requests made by the Master Servicer, Special Servicer, Certificate Administrator, Trustee or Trust
Advisor, as applicable, pursuant to this Agreement, shall be made in writing, which writing must contain a cover page indicating
the nature of the Rating Agency Confirmation request, and must contain all back-up material necessary for the Rating Agency to
process such request. Such written Rating Agency Confirmation requests must be provided in electronic format to the Rule 17g-5
Information Provider (who shall post such request on the Rule 17g-5 Information Provider’s Website in accordance with
Section 8.12(c)).


 


(g)          If
the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust Advisor
orally communicates with any Rating Agency regarding any of the Mortgage Loan Documents or any matter related to the Mortgage
Loans, any Serviced Pari Passu Companion Loan, the related Mortgaged Properties, the related Borrowers or any other matters
in connection with the Certificates or pursuant to this Agreement, that party shall summarize in writing the information
provided to the Rating Agencies in such oral communication and provide the Rule 17g-5 Information Provider with such
written summary on the same day such communication takes place or such later date to which the Depositor may consent in its
sole discretion. The Rule 17g-5 Information Provider shall post such written summary on the Rule 17g-5 Information
Provider’s Website in accordance with the provisions of Section 8.12(c). All other information required to
be delivered to the Rating Agencies pursuant to this Agreement or requested by the Rating Agencies in connection with the
Certificates or the Mortgage Loans, shall first be provided in electronic format to the Rule 17g-5 Information Provider
(who shall post such information to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)).
Notwithstanding the foregoing, other than in connection with its resignation pursuant to Section 3.28(q), the
Trust Advisor shall have no authority to communicate directly with the Rating Agencies.


 


(h)          Subject to Section 12.01(c) and Section 12.01(g), the Depositor, the Rule 17g-5 Information
Provider, the Trustee, the Certificate Administrator, the Trust Advisor, the Master Servicer and the Special Servicer may amend
this Agreement to change the procedures regarding


 






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compliance with Rule 17g-5, without any Certificateholder consent; provided
that such amendment does not materially increase the responsibilities of the Rule 17g-5 Information Provider; and provided,
further, that notice of any such amendment must be provided to the Rule 17g-5 Information Provider, who shall post
such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c), and within
two (2) Business Days following delivery to the Rule 17g-5 Information Provider, delivered to the Rating Agencies.


 


(i)           Each
of the Master Servicer, the Special Servicer, the Rule 17g-5 Information Provider and, insofar as it may communicate
with any Rating Agency pursuant to any provision of this Agreement, each other party to this Agreement, agrees to comply (and
to cause each and every Sub-Servicer, subcontractor, vendor or agent for such Person and each of its officers, directors
and employees to comply) with the provisions relating to communications with the Rating Agencies set forth in this Section 3.27
and shall not deliver to any Rating Agency any report, statement, request for Rating Agency Confirmation or other information
relating to the Certificates or the Mortgage Loans other than in compliance with such provisions.


 


(j)           None
of the foregoing restrictions in this Section 3.27 prohibit or restrict oral or written communications, or providing
information, between the Master Servicer, the Special Servicer or the Trust Advisor, on the one hand, and a Rating Agency, on
the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer, the
Special Servicer or the Trust Advisor, as applicable, (ii) such Rating Agency’s approval of the Master Servicer, the
Special Servicer or the Trust Advisor, as applicable, as a commercial mortgage master, special or primary servicer or such Rating
Agency’s approval of the Trust Advisor as an operating or trust advisor or (iii) such Rating Agency’s evaluation
of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general or such Rating
Agency’s evaluation of the Trust Advisor’s performance as operating or trust advisor or its surveillance operations
in general; provided that the Master Servicer, the Special Servicer or the Trust Advisor, as applicable, shall not provide
any information relating to the Certificates or the Mortgage Loans to a Rating Agency in connection with any such review and evaluation
by such Rating Agency unless (x) borrower-, property- or deal-specific identifiers are redacted; or (y) such information
has already been provided to the Depositor and has been uploaded on to the Rule 17g-5 Information Provider’s Website.


 


(k)          Insofar as any matter involving or relating to a Serviced Loan Combination requires a Rating Agency Confirmation,
the Person required to seek such Rating Agency Confirmation shall determine if an analogous rating agency confirmation either (i) is
expressly required to be obtained with respect to such matter under the related Intercreditor Agreement or (ii) is expressly
required (or, if the subject Serviced Loan Combination were being serviced under such Other Pooling and Servicing Agreement, would
have been required) to be obtained with respect to such matter under the related Other Pooling and Servicing Agreement, and, if
so required, the Person(s) seeking such Rating Agency Confirmation shall also obtain such analogous rating agency confirmation
with respect to such matter from each Pari Passu Companion Loan Rating Agency, so long as the holder(s) of such Pari Passu Companion
Loan(s) have notified the parties to this Agreement of such requirement (which may be satisfied by delivery thereto of the applicable
Other Pooling and Servicing Agreement and cooperation from the Other Master Servicer as to the assessment of such requirement),
the identity of the applicable NRSROs, the identity of the applicable rule 17g-5 information provider and the


 






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location of the applicable
rule 17g-5 information provider’s website. To the extent any provision of this Agreement requires a Requesting Party to obtain
such an analogous rating agency confirmation from a Pari Passu Companion Loan Rating Agency, the provisions of this Section 3.27
for satisfying such rating agency confirmation condition shall be applicable.


 


(l)           In
connection with the delivery by the Master Servicer or the Special Servicer to the Rule 17g-5 Information Provider of any
information, report, notice or document for posting to the Rule 17g-5 Information Provider’s Website, the Master Servicer
or the Special Servicer, as applicable, may (but is not obligated to) send such information, report, notice or other document
to the applicable Rating Agency, but any such delivery may not occur until the earlier of (i) after receipt of confirmation
from the Rule 17g-5 Information Provider that such information, report, notice or document has been posted to the Rule 17g-5
Information Provider’s Website or (ii) the second Business Day after it has provided such information, report, notice
or other document to the Rule 17g-5 Information Provider.


 


Section
3.28         The
Trust Advisor. (a) (i) Within sixty (60) days after the end of each calendar year during any Senior Consultation Period,
the Trust Advisor shall meet with representatives of the Special Servicer if the Special Servicer prepared (and delivered to the
Trust Advisor) an Asset Status Report with respect to a Specially Serviced Mortgage Loan or REO Property during such calendar
year to perform a review of the Special Servicer’s operational practices on a platform-level basis in light of the Servicing
Standard and the requirements of this Agreement and shall discuss the Special Servicer’s stated policies and procedures,
operational controls and protocols, risk management systems, technological infrastructure (systems), intellectual resources, the
Special Servicer’s reasoning for believing it is in compliance with this Agreement and other pertinent information the Trust
Advisor may consider relevant, in each case, insofar as such information relates to the workout, restructuring, resolution, sale
or liquidation of Specially Serviced Mortgage Loans by the Special Servicer during such calendar year.


 


(ii)          Based
on (a) the Trust Advisor’s review of (1) during any Subordinate Control Period, any previously identified Final
Asset Status Reports delivered to the Trust Advisor by the Special Servicer, (2) during any Collective Consultation Period
or Senior Consultation Period, any Asset Status Reports and other information delivered to the Trust Advisor by the Special Servicer
(other than any communications between the Subordinate Class Representative and the Special Servicer that would be Privileged
Information), and (3) during any control or consultation period (as set forth in clauses (1) and (2) above),
such other additional limited non-privileged information and documentation provided by the Special Servicer to the Trust Advisor
that is required or permitted to be delivered to the Trust Advisor under this Agreement (including, without limitation, the annual
compliance statements delivered by the Special Servicer pursuant to Section 11.12 and the annual independent public
accountants’ servicing reports furnished with respect to the Special Servicer pursuant to Section 11.14) and
(b) during a Senior Consultation Period, the Trust Advisor’s meeting with the Special Servicer, the Trust Advisor shall
prepare and deliver to the Trustee and to the Certificate Administrator (who shall promptly post such Trust Advisor Annual Report
on the Certificate Administrator’s Website in accordance with


 






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Section 8.12(b)) and the Rule 17g-5 Information
Provider (who shall promptly post such Trust Advisor Annual Report on the Rule 17g-5 Information Provider’s Website
in accordance with Section 8.12(c)) within 120 days of the end of the prior calendar year an annual report (the
“Trust Advisor Annual Report”), substantially in the form of Exhibit O-1 or Exhibit O-2, as applicable
(which form may be modified or altered as to either its organization or content by the Trust 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 that in no event shall the information or any other content included in the Trust Advisor Annual Report
contravene any provision of this Agreement) setting forth the Trust 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 workout,
restructuring, resolution, sale and liquidation of Specially Serviced Mortgage Loans during the prior calendar year; provided
that during any Subordinate Control Period, such assessment shall relate solely to Specially Serviced Mortgage Loans with respect
to which a Final Asset Status Report has been issued. Solely as used in connection with the Trust Advisor Annual Report, the term
“platform-level basis” refers to the Special Servicer’s performance of its duties as they relate to the workout,
restructuring, resolution, sale and liquidation of Specially Serviced Mortgage 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 Trust Advisor of the items required to be reviewed by it pursuant to this Agreement.
If the Trust Advisor has provided for review to the Special Servicer a Trust Advisor Annual Report containing an assessment of
the performance of the Special Servicer pursuant to Section 3.28(a)(iv) that in the reasonable view of the Special
Servicer presents a negative assessment of the Special Servicer’s performance, the Special Servicer shall be permitted to
provide to the Trust Advisor non-privileged information and documentation, in each case that is reasonably relevant to the facts
upon which the Trust Advisor has based such assessment, and the Trust Advisor shall undertake a reasonable review of such additional
limited non-privileged information and documentation prior to finalizing its annual assessment. Notwithstanding the foregoing,
the content of the Trust Advisor Annual Report shall be determined solely by the Trust Advisor. Subject to the restrictions and
limitations in this Agreement, including, without limitation, Section 3.28(b), (c), (d) and (g) hereof,
each Trust Advisor Annual Report shall (A) identify any material deviations of which it has actual knowledge (i) from
the Special Servicer’s obligations to comply with the Servicing Standard and (ii) from the Special Servicer’s
obligations under this Agreement with respect to the workout, restructuring, resolution, sale or liquidation of Specially Serviced
Mortgage Loans and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged
Information (subject to any permitted exceptions). No Trust Advisor Annual Report shall be required from the Trust Advisor with
respect to the Special Servicer if during the prior calendar year no Asset Status Report was prepared (or, during a Subordinate
Control Period,


 






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finalized) by the Special Servicer in connection with a Specially Serviced Mortgage Loan or REO Property that the
Special Servicer was obligated to service. In addition, in the event the Special Servicer is replaced during the prior calendar
year, the Trust Advisor will only be required to prepare a Trust Advisor Annual Report relating to each entity 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
Trust Advisor Annual Report. Each Trust Advisor Annual Report shall be delivered to the Certificate Administrator, and the Certificate
Administrator shall promptly upon receipt post such Trust Advisor Annual Report on the Certificate Administrator’s Website
in accordance with Section 8.12(b). The Trust Advisor shall also deliver a copy of each Trust Advisor Annual Report
to the Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative
(other than with respect to any related Excluded Loan) and any Serviced Pari Passu Companion Loan Holder. The Special Servicer
and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative (other
than with respect to any related Excluded Loan), shall be given an opportunity to review any annual report described in this Section 3.28(a)(ii)
and produced by the Trust Advisor at least ten (10) days prior to its delivery to the Certificate Administrator.


 


Upon reasonable written request, the Special Servicer shall provide the Trust Advisor with electronic
access (reasonably acceptable to the Special Servicer and the Trust Advisor) to such Special Servicer’s stated policies and
procedures to permit the Trust Advisor to review such policies and procedures. The Trust Advisor shall keep all information contained
in the policies and procedures strictly confidential, except (A) the Trust 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 Trust
Advisor, (ii) such disclosure is required by applicable law (as demonstrated by evidence reasonably satisfactory to the Special
Servicer) or (iii) the Trust Advisor has obtained such information independently of the Special Servicer and (B) the Trust Advisor
may disclose a particular portion of the policies and procedures solely when necessary to support specific conclusions concerning
allegations of material deviations from the Servicing Standard (i) in the Trust Advisor Annual Report, or (ii) in connection with
a recommendation by the Trust Advisor to replace the Special Servicer pursuant to the provisions of this Agreement. Notwithstanding
the foregoing, the Trust Advisor agrees hereby that it shall not use any such information received from the Special Servicer in
the performance of its duties hereunder for any purpose other than to review the Special Servicer’s performance hereunder
and in preparation of the Trust Advisor Annual Report and the Trust Advisor will be permitted to share such information with its
Affiliates and any subcontractors of the Trust Advisor only to the extent reasonably necessary to perform the Trust Advisor’s
obligations under this Agreement and provided such Trust 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 Trust Advisor. Nothing set forth


 






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herein shall limit or affect the scope of the Trust Advisor’s duties under this Agreement.


 


(iii)     
   The Trust Advisor, the Trust Advisor’s subcontractors and the Trust Advisor’s
Affiliates shall keep, and the Trust Advisor shall cause the Trust Advisor’s subcontractors and the Trust
Advisor’s Affiliates to keep, confidential any Privileged Information received from the Special Servicer or Subordinate
Class Representative in connection with the Subordinate Class Representative’s exercise of any rights under
this Agreement (including, without limitation, in connection with any Asset Status Report) or otherwise in connection with
the Certificates. Subject to the permitted exceptions in the following sentence, the Trust Advisor shall not disclose such
Privileged Information so received from the Special Servicer or Subordinate Class Representative to any other Person
(including any Certificateholders which are not then Holders of the Control-Eligible Certificates), other than to the other
parties to this Agreement and to the extent expressly required by the other provisions of this Agreement and other than under
the circumstances described in the following sentence. If the Trust Advisor, the Trust Advisor’s subcontractors or the
Trust Advisor’s Affiliates, or any other party to this Agreement (other than the Special Servicer), receives any
Privileged Information and has been advised that such information is Privileged Information, then such Person shall be
prohibited from disclosing such information so received by it to any other Person, including in connection with preparing any
responses to any investor-submitted inquiries posted on the Investor Q&A Forum, except to the extent that (a) the
Special Servicer and (unless such Privileged Information relates to an Excluded Loan with respect to which the Subordinate
Class Representative is a Borrower Party) the Subordinate Class Representative have consented in writing to its
disclosure, (b) such Privileged Information becomes generally available and known to the public other than as a result
of a disclosure directly or indirectly by such Person, (c) it is reasonable and necessary for such Person to do so in
working with legal counsel, auditors, taxing authorities or other governmental agencies, (d) such Privileged
Information was already known to such Person and not otherwise subject to a confidentiality obligation, (e) such
disclosure is expressly authorized or required under another provision of this Agreement and/or (f) such disclosure is
required by applicable law, rule, regulation, order, judgment or decree. Notwithstanding the foregoing, the Trust Advisor
shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Trust Advisor to the
extent necessary and for the sole purpose of permitting the Trust Advisor to perform its duties under this Agreement and so
long as such Affiliates and any such subcontractors agree in writing to be bound by the same confidentiality provisions
applicable to the Trust Advisor.


 


(iv)         During any Senior Consultation Period, the Trust Advisor shall provide the Special Servicer with at least thirty
(30) days’ prior written notice of the date proposed for the annual meeting described in this Section 3.28(a).
The Trust Advisor and the Special Servicer shall determine a mutually acceptable date for the annual meeting and the Trust Advisor
shall deliver, at least fourteen


 






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(14) days prior to such annual meeting, a proposed written agenda to the Special Servicer,
including the identity of the Final Asset Status Report(s), if any, that shall be discussed during the annual meeting. In connection
with the annual meeting, the Trust Advisor and the Special Servicer may discuss any of the Asset Status Reports produced with respect
to any Specially Serviced Mortgage Loan as part of the Trust Advisor’s annual assessment of the Special Servicer. The Special
Servicer shall make available Servicing Officers with relevant knowledge regarding the applicable Specially Serviced Mortgage Loans
and the related platform-level information for each annual meeting described in this Section 3.28.


 


(v)          If the Trust Advisor’s ability to perform its obligations in respect of the Trust 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 Trust
Advisor or such information is inaccurate or incomplete, the Trust Advisor shall set forth such limitations or prohibitions in
the related Trust Advisor Annual Report.


 


(b)          During
a Subordinate Control Period, the Trust Advisor’s obligations shall be limited to the general reviews as set forth in this
Agreement and generally will not involve an assessment of specific actions of the Special Servicer and, in any event, shall be
subject to limitations described in this Agreement.


 


(c)     
    The Trust Advisor shall not be required, in connection with its preparation of any
Trust Advisor Annual Report during a Subordinate Control Period, to consider any Specially Serviced Mortgage Loan or REO
Property with respect to which a Final Asset Status Report was not issued during the most recently ended calendar year.


 


(d)          During
any Subordinate Control Period, the Special Servicer shall forward any Appraisal Reduction Amount calculations and net
present value calculations used in the Special Servicer’s determination of what course of action to take in connection
with the resolution or liquidation of a Specially Serviced Mortgage Loan to the Trust Advisor (and, during any Collective
Consultation Period (other than with respect to any related Excluded Loan), the Subordinate Class Representative) after
they have been finalized, and the Trust Advisor may review such calculations in support of its Trust Advisor Annual Report
but shall not opine on, or otherwise call into question (whether in the annual report or otherwise) such Appraisal Reduction
Amount calculations and/or net present value calculations.


 


(e)          During
any Collective Consultation Period or Senior Consultation Period, the Special Servicer shall forward any calculations of Appraisal
Reduction Amount or net present value to the Trust Advisor and, during any Collective Consultation Period (other than with respect
to any related Excluded Loan), the Subordinate Class Representative, and (a) the Trust Advisor shall (upon receipt of
all information and supporting materials reasonably required to be provided to the Trust Advisor as described in the following
sentence) promptly recalculate and verify the accuracy of the mathematical calculations and the corresponding application 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 resolution or liquidation
of a Specially Serviced Mortgage


 






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Loan
prior to the utilization by the Special Servicer, and (b) insofar as the calculation and/or application by the Special
Servicer under review as contemplated by clause (a) requires or depends upon the exercise of discretion by the
Special Servicer, the Trust Advisor shall assess the reasonableness of the determination made by the Special Servicer in the
exercise of such discretion. The Special Servicer shall deliver the foregoing calculations, together with information and
supporting materials (with respect to any Appraisal Reduction Amount calculations, once such information is received from the
Master Servicer) (including such additional information reasonably requested by the Trust Advisor to confirm the mathematical
accuracy of such calculations, but not including any Privileged Information) to the Trust Advisor and (during any Collective
Consultation Period and other than with respect to any related Excluded Loan) the Subordinate Class Representative. In
the event the Trust Advisor does not agree with (i) the mathematical calculations, (ii) the application of the
applicable non-discretionary portions of the formula required to be utilized for such calculation or (iii) the
reasonableness of any such determination made by the Special Servicer in the exercise of such discretion, the Trust Advisor
and the Special Servicer shall consult in good faith with each other in order to resolve (x) 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 (y) any disagreement over the reasonableness of a determination made by the Special
Servicer in the exercise of its discretion. During any Collective Consultation Period (other than with respect to any
Excluded Loan with respect to which the Subordinate Class Representative is a Borrower Party), the Special Servicer
shall also send to the Subordinate Class Representative copies of the Special Servicer’s calculations and the
related information and supporting materials, as provided above to the Trust Advisor under this subsection, and engage in
consultation with the Subordinate Class Representative in connection with its calculations and determinations. During
any Collective Consultation Period (other than with respect to any Excluded Loan with respect to which the Subordinate Class
Representative is a Borrower Party), if the Trust Advisor and the Subordinate Class Representative agree on such matters
and provide written notice of such agreement to the Special Servicer, the Special Servicer shall perform its calculations in
accordance with such agreement. Otherwise, if the Trust Advisor and the Subordinate Class Representative do not reach
agreement on such matters following the Trust Advisor’s calculation and verification procedures, the Special Servicer
shall proceed according to its determination, and the Trust Advisor shall promptly prepare a report on the matter, which
report shall set forth its and the Special Servicer’s calculations (including any material differences in assumptions
used therein), and deliver such report to the Certificate Administrator, which shall post the report to the Certificate
Administrator’s Website in accordance with Section 8.12(b) and, if applicable, to any related Serviced Pari
Passu Companion Loan Holder. The Special Servicer shall have the opportunity to respond and deliver its own report to the
Certificate Administrator, which shall post the report to the Certificate Administrator’s Website in accordance with Section
8.12(b) and, if applicable, the Special Servicer shall also deliver such report to any related Serviced Pari Passu
Companion Loan Holder. No other action shall be required in connection with such circumstances.


 


(f)           During
any Collective Consultation Period or Senior Consultation Period, the Special Servicer shall promptly deliver each Asset Status
Report prepared in connection with the workout, restructuring, resolution, sale or liquidation of a Specially Serviced Mortgage
Loan to the Trust Advisor and, during a Collective Consultation Period (other than with respect to any related Excluded Loan),
the Subordinate Class Representative. The Trust Advisor shall provide


 






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any
comments it may have to the Special Servicer in respect of the Asset Status Reports, if any, within ten (10) Business Days
of receipt of both such Asset Status Report and any additional information reasonably requested by the Trust Advisor, and propose
possible alternative courses of action to the extent it determines such alternatives may be in the best interest of the Certificateholders
(including any Certificateholders of the Control-Eligible Classes) and any related Serviced Pari Passu Companion Loan Holder(s),
as a collective whole. Regardless of whether the Special Servicer receives comments from the Trust Advisor by the end of such
ten (10) Business Day period, the Special Servicer may (after the expiration of such period) proceed to perform such actions
as are in accordance with such Asset Status Report.


 


(g)          During
any Collective Consultation Period (in addition to the Subordinate Class Representative (other than with respect to any related
Excluded Loan)) or Senior Consultation Period, the Special Servicer shall consult on a non-binding basis with the Trust Advisor
with respect to, and prior to, Material Actions (regardless of whether such Material Actions are covered by an Asset Status Report)
and the Trust Advisor shall provide any comments it may have to the Special Servicer in respect of each such Material Action within
ten (10) Business Days of receipt of both a written request for consultation with respect to such Material Action and any
additional information reasonably requested by the Trust Advisor; provided that the Trust Advisor shall have no such duty
with respect to collateral substitutions, assignments, insurance policies, Borrower substitutions, lease modifications and amendments
and other similar actions that the Special Servicer may perform under this Agreement to the extent such actions do not relate
to the workout, restructuring, resolution, sale or liquidation of a Specially Serviced Mortgage Loan or REO Property. Regardless
of whether the Special Servicer receives comments from the Trust Advisor by the end of such ten (10) Business Day period,
the Special Servicer may (after the expiration of such period) proceed to perform such Material Actions as are in accordance with
such request for consultation.


 


(h)          The
Special Servicer shall consider any written alternative courses of action and any other feedback suggested or provided by
the Trust Advisor and, during any Collective Consultation Period (other than with respect to any related Excluded Loan), the
Subordinate Class Representative. The Special Servicer shall revise the Asset Status Reports as it deems necessary to
take into account such input and/or comments, to the extent the Special Servicer determines that the Trust Advisor’s
and/or (other than with respect to any related Excluded Loan) Subordinate Class Representative’s input and/or
recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders, taking into
account the interests of all of the Certificateholders (including any Certificateholders of the Control-Eligible Classes) and
any related Serviced Pari Passu Companion Loan Holder(s), as a collective whole.


 


(i)           The
Special Servicer shall not be required to take or to refrain from taking any action because of an objection or comment by the
Trust Advisor or a recommendation of the Trust Advisor that would require or cause the Special Servicer to violate applicable
law, the terms of any Mortgage Loan, any Serviced Loan Combination or any other provision of this Agreement, including the Special
Servicer’s obligation to act in accordance with the Servicing Standard and the REMIC Provisions or result in an Adverse
REMIC Event for any REMIC Pool or an Adverse Grantor Trust Event for the Grantor Trust Pool. For the avoidance of doubt, the Special
Servicer shall not be required to take or refrain from taking any action because of an objection or comment by the Trust Advisor
or a recommendation of the Trust Advisor in any


 






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event. Furthermore, notwithstanding Section 3.28(f) and 3.28(g),
if the Special Servicer determines that emergency action is necessary to protect the related Mortgaged Property or the interests
of the Certificateholders, or if a failure to take any such action at such time would be inconsistent with the Servicing Standard,
the Special Servicer may take actions with respect to the related Mortgaged Property before the expiration of the ten (10) Business
Day period (or, with respect to a Serviced Loan Combination, such longer period of time as may be set forth in the related Intercreditor
Agreement) referenced above if the Special Servicer reasonably determines in accordance with the Servicing Standard that failure
to take such actions before the expiration of such period would materially and adversely affect the interest of the Certificateholders
and the Special Servicer has made commercially reasonable efforts to promptly inform the Trust Advisor of its decision to take
emergency action. The foregoing shall not relieve the Special Servicer of its duties to comply with the Servicing Standard.


 


(j)           The
Trust Advisor, the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates shall keep, and the Trust Advisor
shall cause the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates to keep, all Privileged Information
confidential and shall not disclose such information to any other Person (including any Certificateholders which are not then
included in the Control-Eligible Certificates), other than to the extent expressly set forth herein.


 


(k)          As
compensation for its activities hereunder, the Trust Advisor shall be entitled to receive monthly the Trust Advisor Ongoing
Fee on each Distribution Date with respect to each Serviced Mortgage Loan and any related successor REO Mortgage Loan accrued
prior to the Trust Advisor’s termination in accordance with Section 3.28(p). As to each such
Serviced Mortgage Loan and related successor REO Mortgage Loan, the Trust Advisor Ongoing Fee shall accrue from time to time
at the Trust Advisor Ongoing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Serviced
Mortgage Loan or successor REO Mortgage Loan and 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 Trust Advisor shall be entitled to
reimbursement of any Trust Advisor Expenses provided for pursuant to Sections 6.03(a), 6.03(b) and/or 6.05
hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a)(I)(xiv),
but in the case of any Trust Advisor Expenses other than Designated Trust Advisor Expenses, reimbursements during any
Collection Period shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b)
hereof. The Trust Advisor hereby acknowledges and agrees that in no event will any Trust Advisor Expenses be payable from,
and the Trust Advisor hereby waives any and all claims to, amounts distributable in respect of, the Control-Eligible
Certificates; provided that Designated Trust Advisor Expenses shall be reimbursable without limitation from the
Collection Account as described in Section 3.05(a)(I)(xiv). Each successor Trust Advisor shall be required to
acknowledge and agree to the terms of the preceding sentence.


 


(l)           As
additional compensation for its activities hereunder, the Trust Advisor shall be entitled to receive the Trust Advisor Consulting
Fee. The Trust Advisor Consulting Fee shall be payable, subject to the limitations set forth below, in an amount equal to ten
thousand dollars ($10,000) in connection with each Material Action for which the Trust Advisor engages in consultation under Section 3.24
and this Section 3.28; provided that (i) no such fee shall be paid except to the extent such fee is
actually paid by the applicable Borrower (and in no event shall


 






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such
fee be paid from the Trust Fund); (ii) the Trust Advisor shall be entitled to waive all or any portion of such fee in its
sole discretion; and (iii) the Master Servicer or the Special Servicer, as applicable, shall be authorized to waive the related
Borrower’s payment of such fee in whole or in part if the Master Servicer or the Special Servicer, as applicable, (A) determines
that such waiver accords with the Servicing Standard and (B) consults with the Trust Advisor prior to effecting such waiver.
In connection with each Material Action for which the Trust Advisor has consultation rights under Section 3.24 or
this Section 3.28, the Master Servicer or the Special Servicer, as applicable, shall use commercially reasonable efforts
consistent with the Servicing Standard to collect the applicable Trust Advisor Consulting Fee from the related Borrower, in each
case, only to the extent that such collection is not prohibited by the related Mortgage Loan Documents. In no event shall the
Master Servicer or the Special Servicer, as applicable, take any enforcement action in connection with the collection of such
Trust Advisor Consulting Fee, except that this statement shall not be construed to prohibit requests for payment of such Trust
Advisor Consulting Fee. No Trust Advisor Consulting Fee shall be payable with respect to the 11 Madison Avenue Loan Combination
or the Patrick Henry Mall Loan Combination.


 


(m)         The
Trust Advisor may be removed upon (i) the written direction of holders of Certificates entitled to not less than 25% of
the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage
Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal
Reduction Amounts are allocable) of all Certificates on an aggregate basis requesting a vote to replace the Trust Advisor
with a replacement Trust Advisor selected by such Certificateholders (provided that the proposed replacement Trust
Advisor meets the criteria set forth in Section 3.28(o)), (ii) such requesting Holders making payment to the
Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection
with administering such vote, (iii) such requesting Holders delivering to the Certificate Administrator and the Trustee
a Rating Agency Confirmation from each Rating Agency regarding the appointment of the replacement Trust Advisor (which
confirmations will be obtained at the expense of such requesting Holders and will not constitute an Additional Trust Fund
Expense) and (iv) such requesting Holders delivering to the Certificate Administrator an analogous “rating agency
confirmation” from each Pari Passu Companion Loan Rating Agency regarding the appointment of the replacement Trust
Advisor (which confirmations will be obtained at the expense of such requesting Holders and will not constitute an Additional
Trust Fund Expense). 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 8.12(b),
and by mail, and conduct the solicitation of votes of all Certificates in such regard. Upon the vote or written direction of
Certificateholders entitled to at least 75% of the aggregate Voting Rights (taking into account the allocation of any
Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the
Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Certificates on an
aggregate basis, the Certificate Administrator shall notify the Trustee, and the Trustee shall immediately replace the Trust
Advisor with the replacement Trust Advisor. If a proposed termination and replacement of the Trust Advisor as described above
is not consummated within 180 days following the initial request of the Certificateholders who requested a vote, then
the proposed termination and replacement shall have no further force or effect. In addition, during any Subordinate Control
Period, the identity of any replacement Trust Advisor proposed pursuant to this Section 3.28(m) shall be subject
to the consent of the


 






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Subordinate
Class Representative (such consent not to be unreasonably withheld), provided that such consent will be deemed to
have been granted if no objection is made within ten (10) Business Days following the Subordinate Class Representative’s
receipt of the request for consent, and, if granted, such consent may not thereafter be revoked or withdrawn.


 


(n)          
If (i) the Trust Advisor fails to duly observe or perform in any material respect any of its duties, covenants
or obligations under this Agreement, which failure continues unremedied for a period of thirty (30) days after written notice
has been given to the Trust Advisor, (ii) an Insolvency Event occurs with respect to the Trust Advisor, or (iii) the
Trust Advisor acknowledges in writing its inability to perform its duties hereunder, then either the Depositor or the Trustee may,
and upon the written direction of Certificateholders representing at least 51% of the Voting Rights (taking into account the application
of any Appraisal Reduction Amounts to notionally reduce the Certificate Principal Balance of the Classes of Certificates), the
Trustee shall, terminate the Trust Advisor for cause. Upon the termination of the Trust Advisor, a replacement Trust Advisor satisfying
the conditions for such replacement in Section 3.28(o) below shall be selected by the Trustee. In addition, during
any Subordinate Control Period, the identity of the proposed replacement Trust Advisor shall be subject to the consent of the Subordinate
Class Representative (such consent not to be unreasonably withheld); provided that such consent will be deemed to have
been granted if no objection is made within ten (10) Business Days following the Subordinate Class Representative’s
receipt of the request for consent, and, if granted, such consent may not thereafter be revoked or withdrawn. The Trustee may rely
on a certification by the replacement Trust Advisor that it meets such criteria. If the Trustee is unable to find a replacement
Trust Advisor within thirty (30) days of the termination of the Trust Advisor, the Depositor shall be permitted to find a
replacement. Unless and until a replacement Trust Advisor is appointed, no party shall act as the Trust Advisor and the provisions
relating to consultation and consent with respect to the Trust Advisor shall not be applicable until a replacement Trust Advisor
is appointed hereunder.


 


(o)          
Any replacement Trust Advisor shall (or all of the personnel responsible for supervising the obligations of the Trust
Advisor shall) meet the following criteria: (i) be regularly engaged in the business of analyzing and advising clients in
commercial mortgage-backed securities matters and have at least five (5) years of experience in collateral analysis and loss
projections, and (ii) have 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.


 


(p)          
The Trust Advisor shall be discharged from its duties hereunder when the Class Principal Balances of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-SB and Class D Certificates and the Class A-S Regular Interest,
Class B Regular Interest and Class C Regular Interest have been reduced to zero.


 


(q)          
The Trust 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 Certificate Administrator, the Trustee and
the Subordinate Class Representative and the Majority Subordinate Certificateholder, (the latter two only if applicable),
and (b) upon the appointment of, and the acceptance of such appointment by, a successor Trust Advisor meeting the eligibility
requirements set forth in Section 3.28(o) above and receipt by the Trustee and the


 






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Certificate
Administrator of Rating Agency Confirmation from each Rating Agency. During a Subordinate Control Period, the identity of the
replacement Trust Advisor will be subject to the reasonable approval of the Subordinate Class Representative only if the
replacement Trust Advisor is a special servicer that (i) is rated or approved by an NRSRO and (ii) has not acted as
a trust advisor or operating advisor in connection with a rated commercial mortgage securitization as of the Closing Date; provided
that such approval will be deemed to have been granted if no objection is made within ten (10) Business Days following
the Subordinate Class Representative’s receipt of the request for such approval, and, if granted, such approval may
not thereafter be revoked or withdrawn. No such resignation by the Trust Advisor shall become effective until the replacement
Trust Advisor shall have assumed the Trust Advisor’s responsibilities and obligations. The resigning Trust Advisor shall
pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency and Pari
Passu Companion Loan Rating Agency in connection with the resignation of the Trust Advisor and the transfer of its duties (including,
but not limited to, reasonable out-of-pocket costs and expenses associated with higher market fees of a successor, transferring
related information, records and reports to the successor).


 


(r)           
If the Trust Advisor resigns, is discharged or is otherwise terminated for any reason it shall remain entitled to
any accrued and unpaid fees, Trust Advisor Expenses, indemnification amounts, and rights to indemnification which shall be payable
in accordance with the priorities and subject to the limitations set forth herein including, without limitation, Section 4.05
hereof.


 


(s)            Notwithstanding
any other provisions of this Agreement to the contrary, the parties hereto agree, and the Certificateholders by their
acceptance of their Certificates shall be deemed to have agreed, that (i) there could be multiple strategies to resolve
any Specially Serviced Mortgage Loan and that the goal of the Trust Advisor’s participation is to provide monitoring
(subject to, and in accordance with, the provisions of this Agreement) relating to the Special Servicer’s compliance
with the Servicing Standard in making its determinations as to which strategy to execute, (ii) the Trust Advisor shall
have no liability to any Certificateholder or any Serviced Pari Passu Companion Loan Holders for any actions taken or for
refraining from taking any actions under this Agreement, (iii) the agreements of the Trust Advisor set forth in the
other provisions of this Agreement shall be construed solely as agreements to perform analytical and reporting services,
(iv) the Trust Advisor shall have no authority or duty to make a determination on behalf of the Trust Fund, nor have any
responsibility for decisions made by or on behalf of the Trust Fund, (v) insofar as the words “consult”,
“recommend” or words of similar import are used in this Agreement in respect of the Trust Advisor and any
servicing action or inaction, such words shall be construed to mean the performance of analysis and reporting services, which
the Special Servicer may determine not to accept, (vi) the absence of a response by the Trust Advisor to an Asset Status
Report or other matter in which this Agreement contemplates consultation with the Trust Advisor shall not be construed as an
approval, endorsement, acquiescence or recommendation for or against any proposed action (but, in the event of such absence
of a response, the Special Servicer (x) shall be deemed to have complied with the relevant provision that
otherwise required consultation with the Trust Advisor and (y) shall be entitled to proceed as if consultation with the
Trust Advisor had not initially been required in connection with such Asset Status Report or other matter), (vii) any
provision hereof that otherwise purports, or that may be construed, to impose on the Trust Advisor a duty to


 






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consider
the Servicing Standard or the interests of the Certificateholders shall be construed as a requirement to use the Servicing Standard
or such interests as the basis of measurement in its analysis and reporting and the basis of measurement in its evaluation of the
performance of the Special Servicer and its determination of whether an action, recommendation or report by the Special Servicer
is in compliance with this Agreement, and not to impose on the Trust Advisor a duty to itself comply with the Servicing Standard
or itself act in the interests of the Certificateholders, and, if applicable, the Serviced Pari Passu Companion Loan Holder(s),
and such basis of measurement shall be construed to refer to no particular class of Certificates or particular Certificateholders,
(viii) no other party to this Agreement, and no Subordinate Class Representative, shall have any duty to monitor or supervise
the performance by the Trust Advisor of its services under this Agreement; (ix) in no event shall the Trust Advisor 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; and (x) the Trust
Advisor is not an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended. For the
avoidance of doubt, the Trust Advisor shall not owe any fiduciary duty to any Person in connection with this Agreement.


 


(t)          
The Trust Advisor shall not make any principal investment in any Certificate or interest therein; provided
that such prohibition shall not be construed to have been violated (i) in connection with riskless principal transactions
effected by a broker-dealer Affiliate of the Trust Advisor or (ii) pursuant to investments by an Affiliate of the Trust Advisor
if the Trust Advisor and such Affiliate maintain policies and procedures designed to segregate personnel involved in the activities
of the Trust Advisor under this Agreement from personnel involved in such Affiliate’s investment activities and to prevent
such Affiliate and its personnel from gaining access to information regarding the Trust Fund and the Trust Advisor and its personnel
from gaining access to such Affiliate’s information regarding its investment activities.



 


(u)         
The Trust Advisor shall not, and shall cause its Affiliates not, to enter into any transaction as a result of which
(i) the Special Servicer or any Affiliate thereof would be obligated, whether by agreement or otherwise, and whether or not
subject to any condition or contingency, to pay any fee to, or otherwise compensate or grant monetary or other consideration to,
the Trust Advisor or any Affiliate thereof (other than compensation to which the Trust Advisor is entitled hereunder) (x) in
connection with the Trust Advisor’s obligations under this Agreement or (y) in consideration of the appointment or continuation
of such Person as the Special Servicer, (ii) the Special Servicer would be entitled to receive any compensation from the Trust
Advisor in connection with its activities under this Agreement or (iii) the Special Servicer would be entitled to receive
from the Trust Advisor or any Affiliate thereof any fee in connection with the appointment or continuation of such Person as Special
Servicer unless, in the case of each of the foregoing clauses (i) through (iii), such transaction has been expressly
approved by the Holders of Certificates representing 100% of the Voting Rights.


 


(v)          Notwithstanding anything herein to the contrary, the Trust Advisor shall have no duty with respect to any Non-Trust-Serviced
Pooled Mortgage Loan, or the assessment of the actions of the Special Servicer under this Agreement or any applicable Other Pooling
and Servicing Agreement or Non-Trust Pooling and Servicing Agreement taken with respect to any such mortgage loan.


 






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Section
3.29     Delivery
of Excluded Information to the Certificate Administrator. Any Excluded Information that the Master Servicer, the Special Servicer
or the Trust Advisor identifies and delivers to the Certificate Administrator shall be delivered to the Certificate Administrator
via e-mail to cmbsexcludedinformation@wellsfargo.com (or via such other electronic means as is mutually acceptable to the parties)
in one or more separate files labeled “Excluded Controlling Class Loan” followed by the applicable loan name and loan
file. For the avoidance of doubt, any information that is not appropriately labeled and delivered in accordance with this Section
3.29 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 shall be posted on the Certificate
Administrator’s Website under the “Excluded Information” section, as provided under Section 8.12(b).
When so posted, Excluded Controlling Class Holders shall not be entitled to receive access to such information. However, a Subordinate
Class Certificateholder shall be entitled to receive, request and review any Excluded Information relating to any Excluded Controlling
Class Loan with respect to which such Subordinate Class Certificateholder is not a Borrower Party and, if such Excluded Information
is not available on the Certificate Administrator’s Website, such Subordinate 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(a)(iv) of this Agreement.


 


Section
3.30     General Acknowledgement
Regarding Non-Serviced Companion Loan Holders. Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates,
that: (i) each Non-Serviced Companion Loan Holder may have special relationships and interests that conflict with those of
Holders of one or more Classes of Certificates; (ii) each Non-Serviced Companion Loan Holder may act solely in its own interests;
(iii) each Non-Serviced Companion Loan Holder shall not have any duties to the Holders of any Class of Certificates; and
(iv) each Non-Serviced Companion Loan Holder shall not have any liability whatsoever for having so acted in its own interests,
and no Certificateholder may take any action whatsoever against any Non-Serviced Companion Loan Holder or any director, officer,
employee, agent or principal thereof for such Non-Serviced Companion Loan Holder’s having so acted in its own interests.


 





Section
3.31     Matters Regarding the
Non-Trust-Serviced Pooled Mortgage Loans. (a)In the event that any Non-Trust Trustee, Non-Trust Master Servicer or Non-Trust
Special Servicer shall be replaced in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement, the
Master Servicer and the Special Servicer shall acknowledge any such successor as the successor to such Non-Trust Trustee, Non-Trust
Master Servicer or Non-Trust Special Servicer, as the case may be, and shall, upon receiving notice of the same, notify the Trustee
regarding such replacement.


 


(b)         
If any of the Trustee, the Certificate Administrator or the Master Servicer receive 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 the related Non-Trust
Master Servicer of the same.


 





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Section
3.32     Litigation Control.
(a) The Special Servicer shall, with respect to litigation involving Specially Serviced Mortgage Loans, and the Master Servicer
shall, with respect to litigation involving non-Specially Serviced Mortgage 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 6.03
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 Borrower 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 (a “Material Litigation Control Matter”), the Special Servicer or Master Servicer shall promptly
notify the Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period and other
than with respect to any related Excluded Loan) and the Trust Advisor (during any Collective Consultation Period and any Senior
Consultation Period) of such claim or litigation.


 





(b)         
In connection with any Material Litigation Control Matter, the Special Servicer or the Master Servicer, as applicable,
shall submit any decision to commence any proceeding or similar action in a Material Litigation Control Matter or any decision
to agree to or propose any terms of settlement in a Material Litigation Control Matter to the Subordinate Class Representative
(during a Subordinate Control Period 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 Pari Passu
Companion Loan Holder if such matter affects the related Serviced Pari Passu Companion Loan. Subject to Section 3.32(e),
if and as applicable, the Special Servicer or 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 Subordinate Class Representative (during
a Subordinate Control Period or Collective Consultation Period and other than with respect to any related Excluded Loan) and the
Subordinate Class Representative (during a Subordinate Control Period 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 Subordinate Class Representative 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 Subordinate Class Representative 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 Loan Combination,
the related Companion Loan Holders, the Special Servicer or Master Servicer, as applicable, may take such action without waiting
for the Subordinate Class Representative’s response; provided that the Special Servicer or Master Servicer, as
applicable, has confirmation that the Subordinate Class Representative has received notice of such action in writing. Nothing
in this Section 3.32 shall be construed to alter, modify, limit or expand the Trust Advisor’s duties, rights
and obligations in this Agreement, including, without limitation, in Sections 3.24, 3.28, 6.03 and 6.05,
and the Trust Advisor shall not be required to review the actions of the Special Servicer 


 






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with respect to the Special Servicer’s
Litigation Control unless such review is otherwise related to the performance of the Trust 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 Material Litigation Control Matter
otherwise required to be exercised hereunder by the Master Servicer relating to a Mortgage Loan or Loan Combination (in each case,
other than with respect to any Excluded Loan with respect to which the Subordinate Class Representative 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 Subordinate Class Representative (during a Subordinate
Control Period) 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 Subordinate
Class Representative (during a Subordinate Control Period)) 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 6.03
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 6.03 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 Majority Subordinate 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 Trust
Advisor, the Certificate Administrator, 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 Trust Advisor, the Certificate Administrator, 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 Trust Advisor, the Certificate
Administrator, 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 Borrower under the related loan documents or otherwise relating to the servicing of a Mortgage Loan, Loan Combination
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






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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 Trust Advisor, the
Certificate Administrator, 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 Loan Combination, the Trustee, the Trust Advisor, the Certificate Administrator,
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 Subordinate Class Representative 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 Subordinate
Class Representative 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 Trust Advisor,
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 Trustee’s or the
Trust 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 Subordinate Class Representative, or initiate any such
actions, that would have the effect described in clauses (i)-(iv) of this sentence.


Article
IV



PAYMENTS TO CERTIFICATEHOLDERS


Section
4.01      Distributions.
(a) On each Distribution Date, the Certificate Administrator shall apply amounts on deposit in the Distribution Account for the
following






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purposes and in the following order of priority, in each case to the extent of the remaining portion of the Available
Distribution Amount for such Distribution Date:


(1)          to make distributions of interest to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A,
Class X-B and Class X-D Certificates, up to an amount equal to, and pro rata as among such Holders of such Classes in accordance
with, the Interest Distribution Amounts in respect of each such Class for such Distribution Date;


 


(2)          to make distributions of principal to the Holders of the Class A-1, Class A-2, Class A-3, Class
A-4 and Class A-SB Certificates, in the following amounts and order of priority (the aggregate amount of such distribution
not to exceed the Principal Distribution Amount for such Distribution Date):


 


(A)         first, to the Holders of the Class A-SB Certificates, an amount equal to the lesser of (1) the
Principal Distribution Amount for such Distribution Date, and (2) the excess of (a) the Class Principal Balance
of the Class A-SB Certificates immediately prior to such Distribution Date over (b) the Class A-SB Planned
Principal Balance for such Distribution Date;


(B)         second, to the Holders of the Class A-1 Certificates, an amount equal to the lesser of (1) the
Principal Distribution Amount for such Distribution Date, reduced by any portion of such amount that is allocable to the Class
A-SB Certificates as described in the immediately preceding clause (A) and (2) the Class Principal Balance of the Class
A-1 Certificates immediately prior to such Distribution Date;


(C)         third,
to the Holders of the Class A-2 Certificates, an amount equal to the lesser of (1) the Principal Distribution Amount for
such Distribution Date, reduced by any portion of such amount that is allocable to the Class A-SB and Class A-1 Certificates
as described in the immediately preceding clauses (A) and (B) and (2) the Class Principal Balance of the Class
A-2 Certificates immediately prior to such Distribution Date;


(D)        fourth, to the Holders of the Class A-3 Certificates, an amount equal to the lesser of (1) the Principal Distribution
Amount for such Distribution Date, reduced by any portion of such amount that is allocable to the Class A-SB, Class A-1 and Class
A-2 Certificates as described in the immediately preceding clauses (A), (B) and (C) and (2) the Class
Principal Balance of the Class A-3 Certificates immediately prior to such Distribution Date;


(E)         fifth,
to the Holders of the Class A-4 Certificates, an amount equal to the lesser of (1) the Principal Distribution Amount for such
Distribution Date, reduced by any portion of such amount that is allocable to the Class A-SB, Class A-1, Class A-2 and Class A-3
Certificates as described in the immediately preceding clauses (A), (B), (C) and (D) and (2)
the Class Principal Balance of the Class A-4 Certificates immediately prior to such Distribution Date;



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(F)         sixth, to the Holders of the Class A-SB Certificates, an amount equal to the lesser of (1) the Principal Distribution
Amount for such Distribution Date, reduced by any portion of such amount that is allocable to the Class A-SB, Class A-1, Class
A-2, Class A-3 and Class A-4 Certificates as described in the immediately preceding clauses (A), (B), (C),
(D) and (E) and (2) the Class Principal Balance of the Class A-SB Certificates following the distributions to the
Class A-SB Certificates pursuant to clause (A) above;


(3)          to make distributions to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates, up
to an amount equal to, pro rata as among such Holders of such Classes in accordance with, and in reimbursement of, all
Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to each such Class pursuant to Section 4.04(a)
and not previously reimbursed;


 


(4)          to make distributions of interest to the Holders of the Class A-S Regular Interest, up to an amount equal to the
Interest Distribution Amount in respect of the Class A-S Regular Interest for such Distribution Date, such distributions
to be allocated between the Class A-S Certificates and Class A-S-PEX Component in accordance with the Class A-S
Percentage Interest for such Distribution Date and the Class A-S-PEX Percentage Interest for such Distribution Date, respectively;


 


(5)          after
the Class Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB
Certificates have been reduced to zero, to make distributions of principal to the Holders of the Class A-S Regular
Interest, up to an amount (not to exceed the Class Principal Balance of the Class A-S Regular Interest outstanding
immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date
(net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance
Certificates pursuant to any prior clause of this Section 4.01(a)), such distributions to be allocated between
the Class A-S Certificates and Class A-S-PEX Component in accordance with the Class A-S Percentage
Interest for such Distribution Date and the Class A-S-PEX Percentage Interest for such Distribution Date,
respectively;


 


(6)           to make distributions to the Holders of the Class A-S Regular Interest, up to an amount equal to, and in reimbursement
of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class A-S Regular Interest
pursuant to Section 4.04(a) and not previously reimbursed, such distributions to be allocated between the Class
A-S Certificates and Class A-S-PEX Component in accordance with the Class A-S Percentage Interest for such Distribution
Date and the Class A-S-PEX Percentage Interest for such Distribution Date, respectively;


 


(7)           to make distributions of interest to the Holders of the Class B Regular Interest, up to an amount equal to the Interest
Distribution Amount in respect of the Class B Regular Interest for such Distribution Date, such distributions to be allocated
between the Class B Certificates and Class B-PEX Component in accordance with the Class B Percentage Interest
for such Distribution Date and the Class B-PEX Percentage Interest for such Distribution Date, respectively;


 






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(8)           after the Class Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class
A-SB Certificates and the Class A-S Regular Interest have been reduced to zero, to make distributions of principal to the
Holders of the Class B Regular Interest, up to an amount (not to exceed the Class Principal Balance of the Class B
Regular Interest outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for
such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of
Principal Balance Certificates or the Class A-S Regular Interest pursuant to any prior clause of this Section 4.01(a)),
such distributions to be allocated between the Class B Certificates and Class B-PEX Component in accordance with
the Class B Percentage Interest for such Distribution Date and the Class B-PEX Percentage Interest for such Distribution
Date, respectively;


 


(9)           to make distributions to the Holders of the Class B Regular Interest, up to an amount equal to, and in reimbursement
of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class B Regular Interest
pursuant to Section 4.04(a) and not previously reimbursed, such distributions to be allocated between the Class
B Certificates and Class B-PEX Component in accordance with the Class B Percentage Interest for such Distribution
Date and the Class B-PEX Percentage Interest for such Distribution Date, respectively;


 


(10)         to make distributions of interest to the Holders of the Class C Regular Interest, up to an amount equal to the Interest
Distribution Amount in respect of the Class C Regular Interest for such Distribution Date, such distributions to be allocated
between the Class C Certificates and Class C-PEX Component in accordance with the Class C Percentage Interest
for such Distribution Date and the Class C-PEX Percentage Interest for such Distribution Date, respectively;


 


(11)         after the Class Principal Balance of the Class B Regular Interest has been reduced to zero, to make distributions
of principal to the Holders of the Class C Regular Interest, up to an amount (not to exceed the Class Principal Balance
of the Class C Regular Interest outstanding immediately prior to such Distribution Date) equal to the entire Principal
Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders
of any other Class of Principal Balance Certificates or the Class A-S Regular Interest or Class B Regular Interest
pursuant to any prior clause of this Section 4.01(a)), such distributions to be allocated between the Class C
Certificates and Class C-PEX Component in accordance with the Class C Percentage Interest for such Distribution
Date and the Class C-PEX Percentage Interest for such Distribution Date, respectively;


 


(12)         to make distributions to the Holders of the Class C Regular Interest, up to an amount equal to, and in reimbursement
of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class C Regular Interest
pursuant to Section 4.04(a) and not previously reimbursed, such distributions to be allocated between the Class
C Certificates and Class C-PEX Component in accordance with the Class C Percentage Interest for such Distribution
Date and the Class C-PEX Percentage Interest for such Distribution Date, respectively;


 






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(13)         to make distributions of interest to the Holders of the Class D Certificates, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(14)         after the Class Principal Balance of the Class C Regular Interest has been reduced to zero, to make distributions
of principal to the Holders of the Class D Certificates, up to an amount (not to exceed the Class Principal Balance of
such Class of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution
Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other
Class of Principal Balance Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class
C Regular Interest pursuant to any prior clause of this Section 4.01(a));


 


(15)         to make distributions to the Holders of the Class D Certificates, up to an amount equal to, and in reimbursement
of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant
to Section 4.04(a) and not previously reimbursed;


 


(16)         to make distributions of interest to the Holders of the Class E Certificates, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(17)         after
the Class Principal Balance of the Class D Certificates has been reduced to zero, to make distributions of principal
to the Holders of the Class E Certificates, up to an amount (not to exceed the Class Principal Balance of such Class
of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount
for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other
Class of Principal Balance Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C
Regular Interest pursuant to any prior clause of this Section 4.01(a));


 


(18)         to make distributions to the Holders of the Class E Certificates, up to an amount equal to, and in reimbursement
of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant
to Section 4.04(a) and not previously reimbursed;


 


(19)         to make distributions of interest to the Holders of the Class F Certificates, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(20)         after the Class Principal Balance of the Class E Certificates has been reduced to zero, to make distributions of
principal to the Holders of the Class F Certificates, up to an amount (not to exceed the Class Principal Balance of such
Class of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount
for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class
of Principal


 






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Balance Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C
Regular Interest pursuant to any prior clause of this Section 4.01(a));


 


(21)         to make distributions to the Holders of the Class F Certificates, up to an amount equal to, and in reimbursement
of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant
to Section 4.04(a) and not previously reimbursed;


 


(22)         to make distributions of interest to the Holders of the Class G Certificates, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(23)         after the Class Principal Balance of the Class F Certificates has been reduced to zero, to make distributions of
principal to the Holders of the Class G Certificates, up to an amount (not to exceed the Class Principal Balance of such
Class of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount
for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class
of Principal Balance Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C
Regular Interest pursuant to any prior clause of this Section 4.01(a));


 


(24)         to make distributions to the Holders of the Class G Certificates, up to an amount equal to, and in reimbursement
of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant
to Section 4.04(a) and not previously reimbursed;


 


(25)         to make distributions first, to the Holders of the Class A-1, Class A-2, Class A-3, Class
A-4 and Class A-SB Certificates, pro rata as among such Holders of such Classes, and then to the Class
A-S Regular Interest, Class B Regular Interest and





Class C Regular Interest, in that order, and then to the
Holders of the Class D, Class E, Class F and Class G Certificates, in that order, for any amounts
that may previously have been allocated to those Classes in reduction of their Certificate Principal Balances and for which reimbursement
has not previously been made; and


 


(26)         to make distributions to the Holders of the Class R Certificates, up to an amount equal to the excess, if any, of
(A) the Available Distribution Amount for such Distribution Date, over (B) the aggregate distributions made in respect
of the Classes of Regular Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class
C Regular Interest on such Distribution Date pursuant to the prior clauses of this Section 4.01(a).


 


Any distributions
of interest made with respect to the Interest Only Certificates on any Distribution Date pursuant to clause (1) above
shall be deemed to have been allocated among the respective REMIC III Components of each such Class of Certificates, and
on a pro rata basis in accordance with the respective amounts of Accrued Component Interest for such REMIC III Components
for such Distribution Date.



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Notwithstanding
any contrary provision described above, if (I) as of the commencement of business on such Distribution Date, (i) any
Class A-1, Class A-2, Class A-3, Class A-4 or Class A-SB Certificate remains outstanding and
(ii) the aggregate of the Class Principal Balances of the Class A-S Regular Interest, Class B Regular Interest
and Class C Regular Interest and the Class D, Class E, Class F and Class G Certificates have
previously been reduced to zero as a result of the allocation of Realized Losses and Additional Trust Fund Expenses pursuant to
Section 4.04(a), or (II) such Distribution Date is the Final Distribution Date, then, in each case, the Certificate
Administrator shall, in lieu of the distributions otherwise required under clause (2) above, make distributions of
principal to the Holders of the Classes of the Class A Certificates, up to an amount (not to exceed the aggregate of the
Class Principal Balances of such Classes of Certificates outstanding immediately prior to such Distribution Date) equal to, and
pro rata as among such Holders of such Classes in accordance with their Class Principal Balances outstanding immediately
prior to such Distribution Date, the entire Principal Distribution Amount for such Distribution Date.


Also notwithstanding
any contrary provision described above, if the Available Distribution Amount for any Distribution Date includes any recoveries
of Trust Advisor Expenses (other than Designated Trust Advisor Expenses) from a source other than the proceeds of the Mortgage
Loans, the Certificate Administrator shall, prior to the distributions described above, distribute such recoveries to the Holders
of any Principal Balance Certificates that experienced write-offs in connection with Trust Advisor Expenses under Section 4.05.
Such distributions shall be made to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4
and Class A-SB Certificates (on a pro rata basis based on the write-offs previously experienced by such Classes
in respect of Trust Advisor Expenses (other than Designated Trust Advisor Expenses)), and then to the Holders of the Class
A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, and Class D Certificates, in
that order, in each case up to the amount of such write-offs previously experienced by such Class in respect of Trust Advisor
Expenses (other than Designated Trust Advisor Expenses) under such Section 4.05. Any amounts in respect of recoveries
of Trust Advisor Expenses distributed in respect of the Class A-S Regular Interest, Class B Regular Interest or
Class C Regular Interest for any Distribution Date shall be distributed (i) in the case of the Class A-S
Regular Interest, between the Class A-S Certificates and Class A-S-PEX Component in accordance with the Class
A-S Percentage Interest for such Distribution Date and the Class A-S-PEX Percentage Interest for such Distribution
Date, respectively, (ii) in the case of the Class B Regular Interest, between the Class B Certificates and
Class B-PEX Component in accordance with the Class B Percentage Interest for such Distribution Date and the Class
B-PEX Percentage Interest for such Distribution Date, respectively, and (iii) in the case of the Class C Regular
Interest, between the Class C Certificates and Class C-PEX Component in accordance with the Class C Percentage
Interest for such Distribution Date and the Class C-PEX Percentage Interest for such Distribution Date, respectively.


While the Class
Principal 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, Additional Trust Fund Expenses and other amounts
provided for in this Section 4.01.


(b)          
[Reserved].






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(c)           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 Mortgage 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 a portion of that
Yield Maintenance Charge or Prepayment Premium (net of Liquidation Fees payable therefrom) in the following manner: (1) to
each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class D Certificates and Class A-S, Class B and Class
C Regular Interests, the product of (x) such Yield Maintenance Charge or Prepayment Premium, (y) the related Base Interest
Fraction for such Class of Certificates or REMIC III Regular Interest, as the case may be, and (z) a fraction, the numerator
of which is equal to the amount of principal distributed to such Class of Certificates or REMIC III Regular Interest for that
Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance
Certificates (other than the Exchangeable Certificates) and REMIC III Regular Interests for that Distribution Date, (2) to
the Class X-A Certificates, the excess, if any, of (x) 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-SB Certificates and Class A-S Regular Interest for that Distribution Date, and the denominator
of which is the total amount of principal distributed to all Principal Balance Certificates (other than the Exchangeable
Certificates) and REMIC III Regular Interests for that Distribution Date, over (y) 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-SB Certificates and Class
A-S Regular Interest as described above, and (3) to the Class X-B Certificates, any remaining such Yield Maintenance Charge
or Prepayment Premium not distributed pursuant to clause (1) of this Section 4.01(c). No Prepayment Premiums or
Yield Maintenance Charges will be distributed to the Holders of the Class X-D, Class E, Class F, Class G or Class R
Certificates. Any funds distributed on any such Class of Certificates or REMIC III Regular Interest in respect of any
Prepayment Premium or Yield Maintenance Charge pursuant to this Section 4.01(c) shall constitute an
“Additional Yield Amount” for such Class.


Any distributions
of Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-S Regular Interest, Class B Regular
Interest or Class C Regular Interest on any Distribution Date shall be distributed (i) in the case of the Class
A-S Regular Interest, between the Class A-S Certificates and Class A-S-PEX Component in accordance with the Class
A-S Percentage Interest for such Distribution Date and the Class A-S-PEX Percentage Interest for such Distribution Date,
respectively, (ii) in the case of the Class B Regular Interest, between the Class B Certificates and Class
B-PEX Component in accordance with the Class B Percentage Interest for such Distribution Date and the Class B-PEX
Percentage Interest for such Distribution Date, respectively, and (iii) in the case of the Class C Regular Interest,
between the Class C Certificates and Class C-PEX Component in accordance with the Class C Percentage Interest
for such Distribution Date and the Class C-PEX Percentage Interest for such Distribution Date, respectively.


For purposes of
the second preceding paragraph, the relevant “Base Interest Fraction” in connection with any Principal Prepayment
of any Mortgage Loan that provides for the payment



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of a Yield Maintenance Charge or Prepayment Premium, and with respect to any
Class of Principal Balance Certificates (other than the Exchangeable Certificates) and the Class A-S Regular Interest, Class
B Regular Interest and Class C Regular Interest, 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 or the Class A-S
Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable, 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 Mortgage 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 Mortgage 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 Mortgage 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 Mortgage Loan that is not related to an ARD Mortgage
Loan) or the related Anticipated Repayment Date (in the case of a Mortgage Loan or REO Mortgage Loan that is related to an
ARD Mortgage 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.


(d)          
[Reserved.]


(e)          
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
provided below, all such distributions with respect to each Class of Certificates 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






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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 the address of such Certificateholder
as it appears in the Certificate Register. The final distribution on each Certificate (determined, in the case of a Principal
Balance Certificate, without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to such Certificate pursuant to Section 4.04(a)) will be made in a 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. Prior to any termination of the Trust Fund pursuant to Section 9.01,
any distribution that is to be made with respect to a Certificate in reimbursement of a Realized Loss or Additional Trust Fund
Expense previously allocated thereto, which reimbursement is to occur after the date on which such Certificate is surrendered
as contemplated by the preceding sentence, will be made by check mailed to the address of the Certificateholder that surrendered
such Certificate as such address last appeared in the Certificate Register or to any other address of which the Certificate Administrator
was subsequently notified in writing. If such check is returned to the Certificate Administrator, then the Certificate Administrator,
directly or through an agent, shall take such reasonable steps to contact the related Holder and deliver such check as it shall
deem appropriate. Any funds in respect of a check returned to the Certificate Administrator shall be set aside by the Certificate
Administrator and held uninvested in trust and credited to the account of the appropriate Holder. The costs and expenses of locating
the appropriate Holder and holding such funds shall be paid out of such funds. No interest shall accrue or be payable to any former
Holder on any amount held in trust hereunder. If the Certificate Administrator has not, after having taken such reasonable steps,
located the related Holder by the second anniversary of the initial sending of a check, the Certificate Administrator shall, subject
to applicable law, distribute the unclaimed funds to the Class R Certificateholders.




(f)         
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 related Certificate Owners that it represents and to each indirect participating brokerage firm for which it acts as agent.
Each indirect participating brokerage firm shall be responsible for disbursing funds to the related Certificate Owners that it
represents. None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Trust Advisor, the Depositor, the
Special Servicer or the Master Servicer shall have any responsibility therefor except as otherwise provided by this Agreement or
applicable law. The Certificate Administrator and the Depositor shall perform their respective obligations under the letters of
representation between the Issuer and the initial Depository dated as of the Closing Date and pertaining to the Book-Entry Certificates,
a copy of which Letters of Representations are attached hereto as Exhibit B.


(g)         
The rights of the Certificateholders to receive distributions from the proceeds of the Trust Fund with respect to
the Certificates, and all rights and interests of the Certificateholders in and to such distributions, shall be as set forth in
this Agreement. Neither the Holders of any Class of Certificates nor any party hereto shall in any way be responsible or






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liable
to the Holders of any other Class of Certificates with respect to amounts properly previously distributed on the Certificates.


(h)         
Except as otherwise provided in Section 9.01, whenever the Certificate Administrator receives written
notification of or expects that the final distribution with respect to any Class of Certificates (determined, in the case of a
Class of Principal Balance Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C
Regular Interest, without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to such Class of Certificates pursuant to Section 4.04(a)) will be made on the next Distribution Date, the
Certificate Administrator shall, no later than the second Business Day prior to such Distribution Date, mail to each Holder of
record of such Class of Certificates on such date (with a copy to be posted to the Certificate Administrator’s Website in
accordance with Section 8.12(b)) a notice 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 office of the Certificate
Registrar or at such other location therein specified, and


(ii)        
no interest shall accrue on such Certificates from and after the end of the Interest Accrual Period for 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(h) 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,
then 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 non-tendering Certificateholders following the first
anniversary of the delivery of such second notice thereto shall be paid out of such funds. No interest shall accrue or be
payable to any former Holder on any amount held in trust pursuant to this paragraph. If all of the Certificates as to which
notice has been given pursuant to this Section 4.01(h) shall not have been surrendered for cancellation by the
second anniversary of the delivery of the second notice, the Certificate Administrator shall, subject to applicable law,
distribute to the Class R Certificateholders all unclaimed funds and other assets which remain subject thereto.


(i)             
All distributions made in respect of each Class of Principal Balance Certificates (other than the Class A-S,
Class B, Class C and Class PEX Certificates) and the Class A-S Regular Interest, Class B Regular Interest
and Class C Regular Interest on each Distribution Date (including the Final Distribution Date) pursuant to Section 4.01(a)
or Section 4.01(c) above shall






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be deemed to have first been distributed from REMIC II to REMIC III with
respect to the Corresponding REMIC II Regular Interest(s) for such Class of Principal Balance Certificates or the Class A-S
Regular Interest, Class B Regular Interest or Class C Regular Interest; and all distributions made with respect to each
Class of Interest Only Certificates on each Distribution Date pursuant to Section 4.01(a) or Section 4.01(c)
above, and allocable to any particular REMIC III Component of such Class of Interest Only Certificates, shall be deemed to
have first been distributed from REMIC II to REMIC III in respect of the Corresponding REMIC II Regular Interest
for such REMIC III Component. In each case, if such distribution on any such Class of Certificates was a distribution of accrued
interest, of principal, of additional interest (in the form of one or more Additional Yield Amounts) or in reimbursement of any
Realized Losses and Additional Trust Fund Expenses previously allocated to a Class of Principal Balance Certificates or the Class A-S
Regular Interest, Class B Regular Interest or Class C Regular Interest, then the corresponding distribution deemed to
be made on a REMIC II Regular Interest pursuant to the preceding sentence (and, if applicable the next paragraph) shall be
deemed to also be, respectively, a distribution of accrued interest, of principal, of additional interest (in the form of one or
more Additional Yield Amounts) or in reimbursement of any Realized Losses and Additional Trust Fund Expenses previously allocated
to REMIC III in respect of such REMIC II Regular Interest.


The actual distributions
made by the Certificate Administrator on each Distribution Date in respect of the Regular Certificates and the Class A-S
Regular Interest, Class B Regular Interest and Class C Regular Interest pursuant to Section 4.01(a) or Section 4.01(c)
above, as applicable, shall be deemed to have been so made from the amounts deemed distributed with respect to the REMIC II
Regular Interests on such Distribution Date pursuant to this Section 4.01(i). Notwithstanding the deemed distributions
on the REMIC II Regular Interests described in this Section 4.01(i), actual distributions of funds from the Distribution
Account shall be made only in accordance with Section 4.01(a) or Section 4.01(c) above, as applicable.





(j)          
On each Distribution Date, including the Final Distribution Date, the Available Distribution Amount for such date
shall be deemed to have first been distributed from REMIC I to REMIC II in respect of the REMIC I Regular Interests,
in each case to the extent of the remaining portions of such funds, for the following purposes and in the following order of priority:


(i)         
as deemed distributions of interest with respect to all the REMIC I Regular Interests, up to an amount equal
to, and pro rata in accordance with, all Uncertificated Distributable Interest with respect to each REMIC I Regular
Interest for such Distribution Date and, to the extent not previously deemed distributed, for all prior Distribution Dates;


(ii)        
as deemed distributions of principal with respect to all the REMIC I Regular Interests, up to an amount equal
to, and pro rata in accordance with, as to each such REMIC I Regular Interest, the portion of the Principal Distribution
Amount for such Distribution Date attributable to the related Mortgage Loan(s) or REO Mortgage Loan(s); and






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(iii)       
as deemed distributions with respect to all the REMIC I Regular Interests, up to an amount equal to, pro rata
in accordance with, and in reimbursement of, any Realized Losses, Additional Trust Fund Expenses and Trust Advisor Expenses previously
allocated to each such REMIC I Regular Interest (with compounded interest).


The portion of each
Prepayment Premium and Yield Maintenance Charge that is distributed to any Class of Regular Certificates or the Class A-S
Regular Interest, Class B Regular Interest or Class C Regular Interest on any Distribution Date shall, in each case,
be deemed to have been distributed from REMIC I to REMIC II in respect of the REMIC I Regular Interest(s) corresponding
to the prepaid Mortgage Loan or REO Mortgage Loan, as the case may be, in respect of which such Prepayment Premium or Yield Maintenance
Charge was received or deemed received.


The actual distributions
made by the Certificate Administrator on each Distribution Date in respect of the Regular Certificates or the Class A-S Regular
Interest, Class B Regular Interest or Class C Regular Interest pursuant to Section 4.01(a) or Section 4.01(c)
above, as applicable, shall be deemed to have been so made from the amounts deemed distributed with respect to the REMIC I
Regular Interests on such Distribution Date pursuant to this Section 4.01(j). Notwithstanding the deemed distributions
on the REMIC I Regular Interests described in this Section 4.01(j), actual distributions of funds from the Distribution
Account shall be made only in accordance with Section 4.01(a) or Section 4.01(c) above, as applicable.


Section
4.02     Distribution Date Statements;
Servicer Reporting. (a) Distribution Date Statements and Information. (i) Based on information provided to the Certificate
Administrator by the Master Servicer pursuant to Sections 3.12, 4.02(c) and 4.02(f), the Certificate
Administrator shall prepare (or cause to be prepared) and, on each Distribution Date, provide or make available electronically
(or, upon request by a Privileged Person who is a Certificateholder or Certificate Owner or by any Privileged Person who cannot
receive a copy electronically, by first class mail) to each Privileged Person a statement substantially in the form
of, and containing the information set forth in, Exhibit G-1 hereto and in any event containing the information set forth
on Exhibit G-2 (the “Distribution Date Statement”), detailing the distributions on such Distribution
Date and the performance, both in the aggregate and individually to the extent available, of the Mortgage Loans and the Mortgaged
Properties; provided that the Certificate Administrator need not deliver to the Depositor, the Master Servicer, the Special
Servicer, the Underwriters, the Rating Agencies or the Subordinate Class Representative any Distribution Date Statement that
has been made available to such Person via the Certificate Administrator’s Website as provided below; and provided,
further, that the Certificate Administrator has no affirmative obligation to discover the identities of Certificate Owners
and need only react to Persons claiming to be Certificate Owners in accordance with Section 5.06; and provided,
further, that during any period that reports are required to be filed with the Commission with respect to the Trust pursuant
to Section 15(d) of the Exchange Act, each recipient of the Distribution Date Statement shall be deemed to have agreed to
keep confidential the information therein until such Distribution Date Statement is filed with the Commission. If and for so long
as the Trust is subject to the reporting requirements of the Exchange Act, no Distribution Date Statement that is part of any Exchange
Act reports filed with



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 the Commission shall include references to the Rating Agencies or any ratings ascribed by any Rating Agency
to any Class of Certificates.


(ii)         On each Distribution Date, the Certificate Administrator shall make available to the general public (including any
Privileged Persons) via the Certificate Administrator’s Website (x) the related Distribution Date Statement, (y) as
a convenience to the general public (and not in furtherance of the distribution thereof under the securities laws), the prospectus
supplement, the prospectus, and this Agreement, and (z) any Exchange Act reports filed with the Commission. 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 the Certificate
Administrator’s Website.


(iii)        The
Master Servicer shall provide or make available (in electronic media) to each Serviced Pari Passu Companion Loan Holder and, upon
reasonable request, to any Certificateholder identified to the Master Servicer to the Master Servicer’s reasonable satisfaction
(at the expense of such Certificateholder) copies of any appraisals, operating statements, rent rolls and financial statements
obtained by the Master Servicer or delivered by the Special Servicer to the Master Servicer and, with respect to any Serviced
Pari Passu Companion Loan Holder, any other information regarding the related Serviced Loan Combination provided by the Master
Servicer or the Special Servicer (if received by the Master Servicer) to any other party hereunder, at the same time such information
is provided to any such party; provided that, in connection therewith, the Master Servicer may require a written confirmation
executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally
to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates or a Serviced Pari
Passu Companion Loan Holder or a regulator or a governmental body and will keep such information confidential and is not a Borrower or an Affiliate
of a Borrower with respect to the subject Mortgage Loan or Serviced Loan Combination.


(iv)        Upon the reasonable request of any Subordinate Class Certificateholder identified to the Master Servicer (in the
case of a Performing Serviced Mortgage Loan) or the Special Servicer (in the case of a Specially Serviced Mortgage Loan) to the
Master Servicer’s or Special Servicer’s reasonable satisfaction and such information is in the Master Servicer’s
or the Special Servicer’s possession, the Master Servicer or Special Servicer, as applicable, shall provide or make available
(or forward electronically) to such Subordinate Class Certificateholder (at the expense of such Subordinate Class Certificateholder)
any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not accessible
to such Subordinate Class Certificateholder through the Certificate Administrator’s Website) relating to any Excluded Controlling
Class Loan with respect to which such Subordinate Class Certificateholder is not an Excluded Controlling Class Holder; provided
that, in connection therewith, the Master Servicer or the Special






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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 a Subordinate 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 a Subordinate Class Certificateholder, as applicable,
of an investor certification substantially in the form of Exhibit K-2B that such Subordinate Class Certificateholder is
not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan.


The Certificate
Administrator shall have no obligation to provide the information or reports described in this Section 4.02(a) until
it has received the requisite information or reports from the Master Servicer provided for herein, and the Certificate Administrator
shall not be in default hereunder due to a delay in providing such information and reports caused by the failure of the Master
Servicer or the Special Servicer to timely deliver any information or reports hereunder. None of the Master Servicer, the Special
Servicer or the Certificate Administrator shall be responsible for the accuracy or completeness of any information supplied to
it by a Borrower, each other or a third party, and accepted by it in good faith, that is included in any reports, statements, materials
or information prepared or provided by the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable.
None of the Certificate Administrator, the Master Servicer or the Special Servicer shall have any obligation to verify the accuracy
or completeness of any information provided by a Borrower, a third party or each other.


During any period
that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange
Act, each recipient of information regarding the Trust on the Certificate Administrator’s Website will be deemed to have
agreed to keep confidential such information until such reports are filed with the Commission, and to the extent such information
is presented on the Certificate Administrator’s Website, such website will bear a legend to the following effect: “No
recipient shall use or disclose the information contained in this statement/report/file in any manner which could result
in a violation of any provision of the Securities Act of 1933 or the Securities Exchange Act of 1934 or would require registration
of any Non-Registered Certificates pursuant to Section 5 of the Securities Act of 1933.”


The Certificate
Administrator makes no representations or warranties as to the accuracy or completeness of any report, document or other information
made available on the Certificate Administrator’s Website and assumes no responsibility therefor. In addition, the Certificate
Administrator may disclaim responsibility for any information distributed by the Certificate Administrator for which it is not
the original source.


In connection with
providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the
acceptance of a disclaimer (provided that such website provides thereon electronic means of fulfilling such registration
and acceptance for purposes of obtaining access to the Certificate Administrator’s Website). 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






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Administrator’s CMBS customer service desk at (866) 846-4526 or such other
number as the Certificate Administrator may hereinafter specify.


The Certificate
Administrator shall be entitled to rely on but shall not be responsible for the content or accuracy of any information provided
by third parties for purposes of preparing the Distribution Date Statement and may affix thereto any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).


Notwithstanding
the foregoing, unless specifically provided for herein, in no event shall any provision of this Agreement be construed to require
the Master Servicer, the Special Servicer or the Certificate Administrator to produce any ad hoc or non-standard written reports
(in addition to the CREFC® reports, inspection reports and other specific periodic reports otherwise required).
If the Master Servicer, the Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports,
it may require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.


(b)           Certain
Tax-Related Reporting to Certificateholders by the Certificate Administrator. Within a reasonable period of time after
the end of each calendar year, the Certificate Administrator shall prepare, or cause to be prepared, and mail to each Person
who at any time during the calendar year was a Certificateholder (i) a statement containing the aggregate information
set forth in items 3, 4 and 14 of Exhibit G-2 hereto for such calendar year or applicable portion thereof during which
such person was a Certificateholder and (ii) such other customary information as the Certificate Administrator
deems necessary or desirable for Certificateholders to prepare their federal, state and local income tax returns, including
the amount of original issue discount accrued on the Certificates, if applicable. The obligations of the Certificate
Administrator in the immediately preceding sentence shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code. As soon
as practicable following the request of any Certificateholder in writing, the Certificate Administrator shall furnish to such
Certificateholder such information regarding the Mortgage Loans and the Mortgaged Properties as such Certificateholder may
reasonably request and, as has been furnished to, or may otherwise be in the possession of, the Certificate Administrator.
Each of the Master Servicer and the Special Servicer shall promptly provide to the Depositor and the Certificate
Administrator such information regarding, in the case of the Master Servicer, the Mortgage Loans and the Mortgaged Properties
and, in the case of the Special Servicer, the Specially Serviced Mortgage Loans and the Administered REO Properties, as the
case may be, in any event as such party may reasonably request and that has been furnished to, or may otherwise be in the
possession of, the Master Servicer or the Special Servicer, as the case may be.


(c)          
CREFC® Loan Periodic Update Files. Not later than 2:00 p.m. (New York City time) on the
second Business Day following each Determination Date (which is also the second Business Day preceding the related Distribution
Date), the Master Servicer shall deliver to the Certificate Administrator the CREFC® Loan Periodic Update File,
combining information with respect to the Mortgage Loans, reflecting information as of the close of business on such Determination
Date. The CREFC® Loan Periodic Update File delivered by the Master Servicer as described above shall be in an electronic
format that is mutually acceptable to the Master Servicer and the Certificate Administrator.






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Notwithstanding
the foregoing, the parties agree that the CREFC® Loan Periodic Update File required to be delivered by the Master
Servicer in December 2015 will be based solely upon information generated from actual collections received by the Master Servicer
or that are remitted to the Master Servicer from any Non-Trust Master Servicer and from information that the respective Mortgage
Loan Sellers deliver or cause to be delivered to the Master Servicer (including but not limited to information prepared by third
party servicers of the subject Mortgage Loans with respect to the period prior to the Closing Date). The Special Servicer shall
from time to time (and, in any event, upon request) provide the Master Servicer with such information in its possession regarding
the Specially Serviced Mortgage Loans and Administered REO Properties as may be reasonably necessary for the Master Servicer to
prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator.


(d)          
CREFC® Operating Statement Analysis Report, CREFC® Financial Files, CREFC®
Comparative Financial Status Reports and CREFC® NOI Adjustment Worksheets. The Master Servicer shall
prepare and maintain a CREFC® Operating Statement Analysis Report and a CREFC® NOI Adjustment Worksheet
with respect to each Mortgaged Property that secures a Serviced Mortgage Loan that is not a Specially Serviced Mortgage Loan and
the Special Servicer shall prepare and maintain a CREFC® Operating Statement Analysis Report and a CREFC®
NOI Adjustment Worksheet with respect to each Specially Serviced Mortgage Loan and Administered REO Property, in each case
in accordance with the provisions described below. As to quarterly (that is, not annual) periods, within 105 calendar days after
the end of each of the first three calendar quarters (in each year) for the trailing or quarterly information received, commencing
with respect to the quarter ending on March 31, 2016, the Master Servicer (in the case of Mortgaged Properties that secure Serviced
Mortgage Loans that are not Specially Serviced Mortgage Loans) or the Special Servicer (in the case of Mortgaged Properties securing
Specially Serviced Mortgage Loans and Administered REO Properties) shall, based upon the operating statements or rent rolls received
(if and to the extent received) and covering such calendar quarter, prepare (or, if previously prepared, update) the CREFC®
Operating Statement Analysis
Report and the CREFC® Comparative Financial Status Report for each related Mortgaged Property and/or REO Property,
using the normalized quarterly and normalized year-end operating statements and rent rolls received from the related Borrower;
provided, however, that the analysis 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 date hereof, the
applicable CREFC® guidelines provide that the analysis with respect to the first calendar quarter (in each year)
is not required for a Mortgaged Property unless such Mortgaged Property is analyzed on a trailing 12 month basis, or if the
related Mortgage Loan is on the CREFC® Servicer Watch List). As to annual (that is, not quarterly) periods, not
later than the second Business Day following the Determination Date occurring in June of each year (beginning in 2017 for year-end
2016), the Master Servicer (in the case of Mortgaged Properties securing Serviced Mortgage Loans that are not Specially Serviced
Mortgage Loans) or the Special Servicer (in the case of Mortgaged Properties securing Specially Serviced Mortgage Loans and Administered
REO Properties) shall, based upon the most recently available normalized year-end financial statements and most recently available
rent rolls received (if and to the extent (i) such information has been received and (ii) any such information in the
form of normalized year-end financial statements has been based on a minimum number of months of
operating results as recommended
by CREFC® in the instructions to the CREFC® Investor 



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Reporting Package) not less than thirty (30) days
prior to such second Business Day, prepare (or, if previously prepared, update) the CREFC® Operating Statement
Analysis Report, the CREFC® Comparative Financial Status Report and a CREFC® NOI Adjustment Worksheet
for each related Mortgaged Property and/or REO Property; provided that any analysis or update shall be performed in accordance
with the then-current applicable CREFC® guidelines.


The Master Servicer
and the Special Servicer shall each remit electronically an image of each CREFC® Operating Statement Analysis Report
and/or each CREFC® NOI Adjustment Worksheet prepared or updated by it (promptly following initial preparation and
each update thereof), together with the underlying operating statements and rent rolls to the Subordinate Class Representative
(other than with respect to any related Excluded Loan), the Certificate Administrator (upon request) and, in the case of such a
report prepared or updated by the Master Servicer, the Special Servicer. The Certificate Administrator shall, upon request from
the Master Servicer or the Special Servicer and, to the extent such items have been delivered to the Certificate Administrator
by the Master Servicer or the Special Servicer, make such report (and any underlying operating statements and rent rolls) available
to Certificateholders pursuant to Section 8.12(b).


With respect to
a Non-Trust-Serviced Pooled Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information
to the same Persons as described above in this Section 4.02(d) and according to the same time frames as described above
in this Section 4.02(d), with reasonable promptness following the Master Servicer’s receipt of such information
from the related Non-Trust Master Servicer under the applicable Non-Trust Pooling and Servicing Agreement.


If, with
respect to any Performing Serviced Mortgage Loan, the Special Servicer has any questions for the related Borrower based upon
the information delivered to the Special Servicer pursuant to Section 3.12(a) or this Section 4.02(d),
the Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably
cooperate with the Special Servicer in assisting the Special Servicer in the Special Servicer’s efforts to contact and
solicit information from such Borrower.


(e)           
Reporting by the Special Servicer. Not later than 1:00 p.m. (New York City time) on the first Business
Day following each Determination Date following the earliest date on which any Mortgage Loan has become a Specially Serviced Mortgage
Loan, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer the CREFC®
Special Servicer Loan File, providing the required information as of such Determination Date. In addition, the Special Servicer
shall from time to time provide the Master Servicer with such information in the Special Servicer’s possession regarding
any Specially Serviced Mortgage Loan or Administered REO Property as may be requested by the Master Servicer and is reasonably
necessary for the Master Servicer to prepare each report and any supplemental information required to be provided by the Master
Servicer to the Certificate Administrator. The Special Servicer, subject to the limitations on delivery of Privileged Communications,
shall deliver to the Trust Advisor such reports and other information produced or otherwise available to the Majority Subordinate
Certificateholder, or Certificateholders generally, requested by the Trust Advisor in support of its obligations under this Agreement.
Notwithstanding the






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foregoing, the Special Servicer shall not be required to prepare and deliver any of such files or reports with
respect to the initial Determination Date following the Closing Date.


(f)            
Other Reporting by the Master Servicer. Not later than 2:00 p.m. (New York City time) on the Business
Day immediately preceding each Distribution Date, the Master Servicer shall prepare (if and to the extent necessary) and deliver
or cause to be delivered to the Certificate Administrator a CREFC® Financial File, a CREFC® Property
File and a CREFC® Comparative Financial Status Report, providing the most recent information with respect to the
Mortgage Loans and REO Properties as of the related Determination Date and, in each case, if applicable, identifying each subject
Mortgage Loan by loan number and property name. Each CREFC® Financial File, CREFC® Property File
and CREFC® Comparative Financial Statement Report delivered by the Master Servicer as described above shall be in
electronic format.


Not later than 2:00 p.m.
(New York City time) on the Business Day immediately preceding each Distribution Date, the Master Servicer shall deliver or cause
to be delivered, and shall prepare (if any to the extent necessary) and deliver or cause to be delivered to the Certificate Administrator,
in electronic format, a CREFC® Delinquent Loan Status Report, a CREFC® Historical Loan Modification
and Corrected Mortgage Loan Report, a CREFC® Loan Level Reserve/LOC Report, a CREFC® REO Status Report,
a CREFC® Operating Statement Analysis Report, a CREFC® Comparative Financial Status Report, a CREFC®
Servicer Watch List, a CREFC® NOI Adjustment Worksheet, a CREFC® Total Loan Report, a CREFC®
Advance Recovery Report and a Realized Loss Template, in each case providing the most recent information with respect to the Mortgage
Loans and REO Properties as of the related Determination Date and, in each case, if applicable, identifying each subject Mortgage
Loan by loan number and property name. Notwithstanding the foregoing, the Master Servicer shall not be required to prepare and
deliver any of such files or reports with respect to the initial Determination Date following the Closing Date.


The Master Servicer
may, but is not required to, make any of the reports or files comprising the CREFC® Investor Reporting Package prepared
by it available each month on the Master Servicer’s internet website only with the use of a password, in which case the Master
Servicer shall provide such password to (i) the other parties to this Agreement, who by their acceptance of such password
shall be deemed to have agreed not to disclose such password to any other Person, (ii) the Subordinate Class Representative,
and (iii) each Certificateholder and Certificate Owner who requests such password, provided that (A) the Master
Servicer shall not have such authority to the extent such disclosure would violate another provision of this Agreement (including
without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged
Information), applicable law or the related Mortgage Loan Documents and (B) any such Certificateholder or Certificate Owner,
as the case may be, has delivered a certification substantially in the form of Exhibit K-1A or Exhibit K-1B,
as applicable, to the Certificate Administrator (with a copy to the Master Servicer). In connection with providing such access
to its internet website, the Master Servicer may require registration and the acceptance of a reasonable disclaimer and otherwise
(subject to the preceding sentence) adopt reasonable rules and procedures, which may include, to the extent the Master Servicer
deems necessary or appropriate, conditioning access on execution of a reasonable agreement governing the availability, use and
disclosure of such information, and which may provide indemnification to the Master Servicer for any liability or damage that may



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arise therefrom. For the avoidance of doubt, the foregoing sentence shall not be construed to limit any right to receive information
already provided for in this Agreement.


(g)           
Certain General Provisions Regarding Reporting. The Special Servicer shall deliver to the Master Servicer(s)
the reports and files required to be delivered pursuant to Section 4.02(d) and Section 4.02(e) and the
Master Servicer(s) shall deliver to the Certificate Administrator the reports set forth in Section 4.02(c) and Section 4.02(f),
in an electronic format reasonably acceptable to the Special Servicer, the Master Servicer and the Certificate Administrator.
The Master Servicer may, absent manifest error, conclusively rely on the file to be provided by the Special Servicer pursuant
to Section 4.02(e). The Certificate Administrator may, absent manifest error, conclusively rely on the reports to
be provided by the Master Servicer pursuant to Section 4.02(c) and Section 4.02(f). To the extent that
any report to be prepared and provided to the Certificate Administrator and/or the Subordinate Class Representative by the
Master Servicer pursuant to Section 4.02(c), Section 4.02(d) or Section 4.02(f) is dependent
on information from the Special Servicer or a party under a Non-Trust Pooling and Servicing Agreement and the Special Servicer
or such party under a Non-Trust Pooling and Servicing Agreement (as the case may be) has not timely provided such information
to the Master Servicer, the Master Servicer shall on a timely basis provide to the Certificate Administrator, the Subordinate
Class Representative as complete a report as the information provided by the Special Servicer or such party under a Non-Trust
Pooling and Servicing Agreement (as the case may be) permits and shall promptly update and provide to the Certificate Administrator
and the Subordinate Class Representative a complete report when the Special Servicer or such party under a Non-Trust Pooling
and Servicing Agreement (as the case may be) provides the Master Servicer with the requisite missing information; and the Master
Servicer shall not be in breach hereunder for so providing an incomplete report under Section 4.02(c), Section 4.02(d)
or Section 4.02(f) under the foregoing circumstances. Furthermore, if any report to be provided to the Certificate
Administrator and/or the Subordinate Class Representative by the Master Servicer pursuant to Section 4.02(c),
Section 4.02(d) or Section 4.02(f) was to be prepared by the Special Servicer and delivered to the Master
Servicer, the Master Servicer shall not be in breach by reason of any delay in its delivery of such report to the Certificate Administrator,
the Subordinate Class Representative and/or the Majority Subordinate Certificateholder by reason of a delay on the part of
the Special Servicer; and the Master Servicer shall deliver as promptly as reasonably practicable to the Certificate Administrator,
the Subordinate Class Representative and the Majority Subordinate Certificateholder any such report that it receives from
the Special Servicer after the requisite delivery date.


(h)          
Certain Means of Delivery. Except to the extent a form of delivery is specified in this Agreement, if the
Master Servicer or Special Servicer is required to deliver any statement, report or information under any provision 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 internet
website or the Certificate Administrator’s Website and notifying the Person(s) entitled to such statement, report or information
of such availability. Notwithstanding the foregoing, (A) the Certificate Administrator, the Trustee, the Master Servicer and
the Special Servicer may each request delivery in paper format of any statement, report or information required to be delivered
to the Certificate Administrator, the






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Trustee or the Special Servicer, as the case may be, (B) any statement, report or information
under any provision of this Agreement to be posted to the Certificate Administrator’s Website or the Rule 17g-5 Information
Provider’s Website shall be delivered to the Certificate Administrator or the Rule 17g-5 Information Provider, as the
case may be, in electronic format pursuant to Section 8.12(b) or Section 8.12(c), as applicable, and (C) clause (z)
shall not apply to the delivery of any information required to be delivered to the Certificate Administrator, the Trustee or the
Special Servicer, as the case may be, unless the Certificate Administrator, the Trustee or the Special Servicer, as the case may
be, consents to such delivery.


(i)          
During any period that reports are required to be filed with the Commission with respect to the Trust pursuant to
Section 15(d) of the Exchange Act, access to information regarding the Trust on the Master Servicer’s internet website
will be conditioned to the party attempting to gain such access electronically agreeing to keep confidential any such information
that has not been filed with the Commission.


(j)           
No provisions of this Agreement shall be deemed to require the Master Servicer or Special Servicer to confirm or
make any representation regarding the accuracy of (or to be liable or responsible for) any other Person’s information or
report.


(k)          
The Master Servicer shall produce the reports required of it under this Agreement but shall not be required to (but
may upon request) produce any ad hoc non-standard written reports. If the Master Servicer elects to provide any non-standard reports,
it may require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.


(l)            Notwithstanding
anything in this Section 4.02 to the contrary, in preparing and disseminating any of the statements, reports and
other information required under this Section 4.02, insofar as such statements, reports and other information
relate to a Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property, the Master Servicer, absent manifest error,
shall be entitled to rely upon the information received by it under the related Intercreditor Agreement and/or the
related Non-Trust Pooling and Servicing Agreement.


(m)         
Each of the parties hereto shall cooperate with the other to make information available that may be necessary to
satisfy the requirements of subsection (d)(4)(i) of Rule 144A.


(n)          
With respect to any Serviced Loan Combination, the Master Servicer shall deliver or cause to be delivered to the
related Serviced Pari Passu Companion Loan Holder (or its designee) or, after the securitization of any Serviced Pari Passu Companion
Loan, to the related Other Master Servicer, the Certificate Administrator (upon request), the Special Servicer and the Subordinate
Class Representative the following materials, in writing or by electronic means reasonably acceptable to the related Serviced
Pari Passu Companion Loan Holder(s) (or its designee) (and such reports may include any reasonable disclaimers with respect to
information provided by third parties or with respect to assumptions required to be made in the preparation of such reports as
the Master Servicer deems appropriate) not later than two (2) Business Days after the end of each Collection Period:






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(i)         
the amount of the distributions made on the respective interests in such Serviced Loan Combination for such period
allocable to interest (separately identifying Default Interest) and the amount thereof allocable to principal;


(ii)        
if the amount of the distributions to any related Serviced Pari Passu Companion Loan Holder(s) was less than the
full amount that would have been distributable to such Serviced Pari Passu Companion Loan Holder if there had been sufficient funds,
the amount of the shortfall, stating separately the amounts allocable to interest and principal;


(iii)      
the outstanding principal balance of such Serviced Loan Combination and the Serviced Pari Passu Companion Loan(s)
therein immediately following payment for such period;


(iv)      
the aggregate amount of unscheduled payments of principal received on such Serviced Loan Combination and the allocation
thereof to each interest in such Serviced Loan Combination (and the source thereof) made during the related period;


(v)        
the aggregate outstanding Servicing Advances with respect to such Serviced Loan Combination and interest thereon
as of the end of, and all interest paid on Servicing Advances with respect to such Serviced Loan Combination during, the prior
calendar month;


(vi)       the
amount of the servicing compensation paid to the Master Servicer and the Special Servicer with respect to such Serviced Loan
Combination, including the Master Servicing Fee, the Special Servicing Fee, any Workout Fee, any Liquidation Fee (other than
any Liquidation Fee due in respect of the Mortgage Loan) and any charges to the related Borrower retained by the
Master Servicer or the Special Servicer as allocated between the Mortgage Loan and any Serviced Pari Passu Companion Loan(s)
in such Serviced Loan Combination;


(vii)      
the amount of any shortfalls in distributions to the holders of the Mortgage Loan and any Serviced Pari Passu Companion
Loan(s) in the related Serviced Loan Combination for such period and the amount of any outstanding amounts due on such Mortgage
Loan and Serviced Pari Passu Companion Loan(s) for prior periods;


(viii)    
information contained in the CREFC® Investor Reporting Package relating solely to any related Serviced
Loan Combination; and


(ix)       
any and all other reports required to be delivered by the Master Servicer to the Trustee hereunder pursuant to the
terms hereof to the extent related to such Serviced Loan Combination.






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(o)         
No provision of this Agreement shall be construed to prohibit or restrict the Depositor or its designee from delivering
or furnishing any reports, certificates or other information of any nature to the Rating Agency or any other credit rating agency.


Section
4.03          P&I
Advances. (a) On or before 1:00 p.m. (New York City time) on each P&I Advance Date, the Master Servicer shall,
subject to Section 4.03(c), either (i) remit from its own funds to the Certificate Administrator for deposit
into the Distribution Account an amount equal to the aggregate amount of P&I Advances with respect to Mortgage Loans and
successor REO Mortgage Loans, if any, to be made by the Master Servicer 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 by the Master Servicer; provided, however,
that to the extent that amounts on deposit in the Collection Account were insufficient to pay the CREFC®
License Fee on the related Master Servicer Remittance Date, the Master Servicer shall apply any P&I Advances required to
be made by it on such P&I Advance Date pursuant to this Section 4.03 to pay the balance of such
CREFC® License Fee. 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 prior to the next succeeding Master Servicer Remittance Date (to the extent not
previously replaced through the deposit of Late Collections of the delinquent principal and interest in respect of which such
P&I Advances were made). If, as of 3:30 p.m. (New York City time) on any P&I Advance Date, the Master Servicer
shall not have made any P&I Advance required to be made by it on such date pursuant to this Section 4.03(a)
(and shall not have delivered to the Certificate Administrator and the Trustee the Officer’s Certificate and other
documentation related to a determination of nonrecoverability of a P&I Advance pursuant to Section 4.03(c) below)
or shall not have remitted any portion of the Master Servicer Remittance Amount required to be remitted by the
Master Servicer on such date, then the Certificate Administrator shall provide notice of such failure to the Master Servicer
by facsimile transmission at (704) 715-0034 and by telephone at (800) 326-1334 as soon as possible, but in any
event before 4:30 p.m. (New York City time) on such P&I Advance Date. If after such notice the Certificate
Administrator does not receive the full amount of such P&I Advances by 9:00 a.m. (New York City time) on the related
Distribution Date, then the Certificate Administrator shall promptly notify the Trustee (but in any event before
10:00 a.m. (New York City time) and the Trustee shall (not later than 12:00 noon, New York City time, on the related
Distribution Date) make the portion of such P&I Advances that was required to be, but was not, made or remitted, as the
case may be, by the Master Servicer with respect to the related Distribution Date.


With respect to
any Mortgage Loan that is part of a Serviced Loan Combination, the Master Servicer or Trustee, as applicable, shall provide the
Other Master Servicer and the Other Trustee under the Other Securitization with written notice of any P&I Advance relating
to such Mortgage Loan within two (2) Business Days of making such P&I Advance.


(b)         
The aggregate amount of P&I Advances to be made by the Master Servicer (or by the Trustee, if the Master Servicer
fails to do so) in respect of any Distribution Date, subject to Section 4.03(c) below, shall equal the aggregate of
all Monthly Payments (other than Balloon






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Payments) and any Assumed Monthly Payments, in each case net of any related Master Servicing
Fees (and, in the case of a Non-Trust-Serviced Pooled Mortgage Loan or REO Mortgage Loan that is a successor thereto, the Non-Trust
Primary Servicing Fee and Non-Trust Trust Advisor fee payable under the related Non-Trust Pooling and Servicing Agreement), due
or deemed due and net of any Post-ARD Additional Interest, as the case may be, in respect of the Mortgage Loans and any successor
REO Mortgage Loans with respect thereto on their respective Due Dates occurring in the month in which such Distribution Date occurs,
in each case to the extent such amount was not Received by the Trust as of the close of business on the related Determination Date;
provided that, if an Appraisal Reduction Amount exists with respect to any Required Appraisal Loan, then the interest portion
of any P&I Advance required to be made in respect of such Required Appraisal 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 (i) the amount of the interest portion of such P&I Advance that would otherwise be required to be made
in respect of such Required Appraisal Loan for such Distribution Date without regard to this proviso, multiplied by (ii) a
fraction, expressed as a percentage, the numerator of which shall equal the Stated Principal Balance of such Required Appraisal
Loan immediately prior to such Distribution Date, net of the related Appraisal Reduction Amount, and the denominator of which shall
equal the Stated Principal Balance of such Required Appraisal Loan immediately prior to such Distribution Date.


(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. The determination by the Master Servicer (or, if applicable,
the Trustee) that a prior P&I Advance (or Unliquidated Advance in respect thereof) that it has made constitutes a Nonrecoverable
P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be made
by such Person subject to the Servicing Standard or, in the case of the Trustee, in its reasonable, good faith judgment. In making
such recoverability determination, such Person will be entitled to consider (among other things) the obligations of the Borrower
under the terms of the related Mortgage Loan as it may have been modified, to consider (among other things) the related Mortgaged
Properties in their “as-is” or then-current conditions and occupancies, as modified by such party’s assumptions
regarding the possibility
and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider (among other things)
future expenses and to estimate and consider (among other things) the timing of recoveries. In addition, any such Person may update
or change its recoverability determinations at any time and may obtain from the Special Servicer any analysis, Appraisals or market
value estimates or other information in the possession of the Special Servicer for such purposes. Any determination by the Master
Servicer (or, if applicable, the Trustee) that it has made a Nonrecoverable P&I Advance or that any proposed P&I Advance,
if made, would constitute a Nonrecoverable P&I Advance, shall be evidenced by an Officer’s Certificate delivered to
the Depositor, the Special Servicer, the Certificate Administrator, the Subordinate Class Representative and, if made by
the Master Servicer, the Trustee (on or before the related P&I Advance Date in the case of a proposed P&I Advance) and,
if such Nonrecoverable P&I Advance is with respect to a Mortgage Loan in any Serviced Loan Combination, the Serviced Pari
Passu Companion Loan Holder(s) or, following the securitization of a related Serviced Pari Passu Companion Loan, the Other Master
Servicer (if applicable), setting forth the basis for such determination, accompanied by a copy of an Appraisal of the related
Mortgaged Property or REO Property performed within the nine (9) months preceding 



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such determination by a Qualified Appraiser,
and further accompanied by any other information, including engineers’ reports, environmental surveys or similar reports,
that the Person making such determination may have obtained. A copy of any such Officer’s Certificate (and accompanying
information) of the Trustee shall also be promptly delivered to the Certificate Administrator, the Subordinate Class Representative,
the Majority Subordinate Certificateholder, the Special Servicer and the Master Servicer for the subject Mortgage Loan and, with
respect to any Serviced Loan Combination, the Serviced Pari Passu Companion Loan Holder(s) and the Other Master Servicer (if applicable).
Absent bad faith, the Master Servicer’s determination as to the recoverability of any P&I Advance shall be conclusive
and binding on the Certificateholders and, in all cases, the Trustee shall be entitled to conclusively rely on any nonrecoverability
determination made by the Master Servicer with respect to a particular P&I Advance. The Special Servicer shall promptly furnish
any party required to make P&I Advances hereunder or, in the case of a Serviced Pari Passu Companion Loan, comparable advances
under the terms of the Other Pooling and Servicing Agreement, with any information in its possession regarding the Specially Serviced
Mortgage Loans and REO Properties as such party required to make P&I Advances may reasonably request. The Master Servicer
shall consider Unliquidated Advances in respect of prior P&I Advances as outstanding Advances for purposes of recoverability
determinations as if such Unliquidated Advance were a P&I Advance.


The Special
Servicer for each Mortgage Loan shall also be entitled to make a determination (subject to the same standards and procedures
that apply in connection with a determination by the Master Servicer) to the effect that a prior P&I Advance (or
Unliquidated Advance in respect thereof) previously made hereunder by the Master Servicer (or, if applicable, the Trustee)
constitutes a Nonrecoverable P&I Advance or that any proposed P&I Advance by the Master Servicer (or, if applicable,
the Trustee), if made, would constitute a Nonrecoverable P&I Advance, in which case, after written notice of such
determination by the Special Servicer to the Master Servicer and the Trustee, such P&I Advance shall constitute a
Nonrecoverable P&I Advance for all purposes of this Agreement and the Master Servicer and the Trustee shall conclusively
rely on such determination by the Special Servicer that a P&I Advance is a Nonrecoverable Advance; provided that
in no event shall a determination by the Special Servicer that a previously made or proposed P&I Advance would be
recoverable be binding on the Master Servicer or the Trustee. A copy of any Officer’s Certificate (and accompanying
information) of the Special Servicer in support of its determination shall be promptly delivered to the Master Servicer for
the subject Mortgage Loan. The Special Servicer may update or change its recoverability determination at any time.


(d)         
In the case of each Mortgage Loan, the Master Servicer and the Trustee shall each be entitled to receive interest
at the Reimbursement Rate in effect from time to time, accrued on the amount of each P&I Advance made thereby (with its own
funds), to the extent that such P&I Advance (i) relates to a Monthly Payment or Assumed Monthly Payment in respect of
a Mortgage Loan that is a Past Grace Period Loan or an REO Mortgage Loan when made, in which case such interest shall begin to
accrue from the related P&I Advance Date, or (ii) is made with respect to a Within Grace Period Loan and remains outstanding
when the subject Mortgage Loan becomes a Past Grace Period Loan in respect of the subject Monthly Payment or Assumed Monthly Payment,
in which case such interest shall begin to accrue when the subject Mortgage Loan becomes a Past Grace Period Loan in respect of
the subject Monthly Payment or Assumed Monthly Payment, in either case, for so long as such P&I Advance is outstanding (or,
in the case






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of Advance Interest payable to the Master Servicer, if earlier, until the Late Collection of the delinquent principal
and/or interest in respect of which such P&I Advance was made has been Received by the Trust). Such interest with respect to
any P&I Advance shall be payable: (i) first, in accordance with Section 3.05 and 3.25, out of
any Default Charges subsequently collected on the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance
relates; and (ii) then, after such P&I Advance is reimbursed, but only if and to the extent that such Default Charges
are insufficient to cover such Advance Interest, out of general collections on the Mortgage Loans and REO Properties on deposit
in the Collection Account. The Master Servicer shall (subject to the operation of Section 3.05(a)(II)) reimburse itself
or the Trustee, as applicable, for any outstanding P&I Advance made thereby with respect to any Mortgage Loan or REO Mortgage
Loan as soon as practicable after funds available for such purpose are deposited in the Collection Account, and in no event shall
interest accrue in accordance with this Section 4.03(d) on any P&I Advance as to which the corresponding Late Collection
was received by or on behalf of the Trust as of the related P&I Advance Date.


(e)          With
respect to any Serviced Loan Combination, the Master Servicer will be permitted to make its determination that it has made a
P&I Advance on the related Mortgage Loan that is a Nonrecoverable P&I Advance or that any proposed P&I Advance,
if made, would constitute a Nonrecoverable P&I Advance with respect to such Mortgage Loan in accordance with Section 4.03(a) independently
of any determination made in respect of the related Serviced Pari Passu Companion Loan, by the related Other Master Servicer.
If the Master Servicer determines that a proposed P&I Advance with respect to such Serviced Loan Combination, if made, or
any outstanding P&I Advance with respect to any such Mortgage Loan previously made, would be, or is, as applicable, a
Nonrecoverable Advance or if the Master Servicer subsequently determines that a proposed Servicing Advance would be a
Nonrecoverable Advance or an outstanding Servicing Advance is or would be a Nonrecoverable Advance, or if the Master Servicer
receives written notice from the Special Servicer for such Serviced Loan Combination that the Special Servicer has made such
a determination, pursuant to this Section 4.03(e), the Master Servicer shall promptly provide the related Other
Master Servicer written notice of such determination. If the Master Servicer receives written notice from any related Other
Master Servicer that such Other Master Servicer has determined, with respect to the related Serviced Pari Passu Companion
Loan, that any proposed advance of principal and/or interest with respect to such Serviced Pari Passu Companion Loan would
be, or any outstanding advance of principal and interest is, a nonrecoverable advance of principal and/or interest, such
determination shall not be binding on the Certificateholders, the Master Servicer or the Trustee but each of the Master
Servicer and the Trustee shall be entitled to conclusively rely on any such nonrecoverability determination.


In connection with
any Non-Trust-Serviced Pooled Mortgage Loan, any determination by the Master Servicer that any P&I Advance made or to be made
with respect to such Non-Trust-Serviced Pooled Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) is or, if
made, would be a Nonrecoverable P&I Advance may be made independently from any determinations (or the absence of any determinations)
made by the related Non-Trust Master Servicer regarding nonrecoverability of debt service advances on the related Non-Serviced
Companion Loan(s).






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The Special Servicer,
for each Serviced Loan Combination or Non-Trust-Serviced Pooled Mortgage Loan, shall also be entitled to make a determination (subject
to the same standards and procedures that apply in connection with a determination by the Master Servicer) to the effect that a
prior P&I Advance (or Unliquidated Advance in respect thereof) previously made hereunder by the Master Servicer (or, if applicable,
the Trustee) constitutes a Nonrecoverable P&I Advance or that any proposed P&I Advance by the Master Servicer (or, if applicable,
the Trustee), if made, would constitute a Nonrecoverable P&I Advance, in which case, after written notice of such determination
by the Special Servicer to the Master Servicer and the Trustee, such P&I Advance shall constitute a Nonrecoverable P&I
Advance for all purposes of this Agreement and the Master Servicer and the Trustee shall conclusively rely on such determination
by the Special Servicer that a P&I Advance is a Nonrecoverable Advance; provided that in no event shall a determination
by the Special Servicer that a previously made or proposed P&I Advance would be recoverable be binding on the Master Servicer
or the Trustee. A copy of any Officer’s Certificate (and accompanying information) of the Special Servicer in support of
its determination shall be promptly delivered to the Master Servicer for the subject Mortgage Loan. The Special Servicer may update
or change its recoverability determination at any time.


(f)          
With regard to such P&I Advances, the Master Servicer or the Trustee shall account for that part of the P&I
Advances which is attributable to Past Grace Period Loans, and that part of the P&I Advances which is attributable to Within
Grace Period Loans.


(g)          Notwithstanding anything to the contrary, no P&I Advances shall be made with respect to any Companion Loan (whether
or not it constitutes a Serviced Pari Passu Companion Loan or otherwise) or any successor REO Mortgage Loan related thereto.


Section
4.04    Allocation
of Realized Losses and Additional Trust Fund Expenses. (a) On each Distribution Date, following the distributions to Certificateholders
to be made on such date pursuant to Section 4.01, the Certificate Administrator shall determine the amount, if any,
by which (i) the then-aggregate of the Class Principal Balances of all the Classes of Principal Balance Certificates (other
than the Class A-S, Class B, Class C and Class PEX Certificates) and the Class A-S Regular Interest, Class B
Regular Interest and Class C Regular Interest, exceeds (ii) the aggregate Stated Principal Balance of the Mortgage Pool
that will be outstanding
immediately following such Distribution Date. If such excess does exist, then, except to the extent that such excess exists because
of the reimbursement of Workout-Delayed Reimbursement Amounts (from the principal portions of P&I Advances and/or payments
or other collections of principal on the Mortgage Pool pursuant to Section 3.05(a)(II)(iii)) during any prior Collection
Period (other than those that were determined to constitute Nonrecoverable Advances in the immediately preceding Collection Period),
the Class Principal Balances of the Class G, Class F, Class E and Class D Certificates and the Class C,
Class B and Class A-S Regular Interests shall be reduced sequentially, in that order, in each case, until such excess
or the related Class Principal Balance is reduced to zero (whichever occurs first). If, after the foregoing reductions, the amount
described in clause (i) of the second preceding sentence still exceeds the amount described in clause (ii) of such sentence, then, except to the extent that such excess exists because of the reimbursement of Workout-Delayed Reimbursement
Amounts (from the principal portion of P&I Advances and/or payments or other collections of principal on the Mortgage Pool
pursuant to Section 3.05(a)(II)(iii)) during any prior Collection Period (other than those that were determined to
constitute Nonrecoverable Advances in the immediately preceding 



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Collection
Period), the respective Class Principal Balances of all the outstanding Classes of the Class A Certificates shall be reduced
on a pro rata basis in accordance with the relative sizes of such Class Principal Balances, until any such remaining
excess is reduced to zero. All reductions in the Class Principal Balances of the respective Classes of the Principal Balance Certificates
and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest under this Section 4.04(a)
shall constitute allocations of Realized Losses and Additional Trust Fund Expenses. Any reduction in the Class Principal Balance
of the Class C Regular Interest, Class B Regular Interest or Class A-S Regular Interest for any Distribution Date
pursuant to this Section 4.04(a) shall be allocated (i) in the case of the Class C Regular Interest, between
the Class C Certificates and Class C-PEX Component in accordance with the Class C Percentage Interest for such
Distribution Date and the Class C-PEX Percentage Interest for such Distribution Date, respectively, (ii) in the case
of the Class B Regular Interest, between the Class B Certificates and Class B-PEX Component in accordance with
the Class B Percentage Interest for such Distribution Date and the Class B-PEX Percentage Interest for such Distribution
Date, respectively and (iii) in the case of the Class A-S Regular Interest, between the Class A-S Certificates
and Class A-S-PEX Component in accordance with the Class A-S Percentage Interest for such Distribution Date and the
Class A-S-PEX Percentage Interest for such Distribution Date, respectively.


(b)         
On each Distribution Date, following the deemed distributions to be made in respect of the REMIC II Regular
Interests on such date pursuant to Section 4.01(g), the Certificate Administrator shall determine the amount, if any,
by which (i) the then-aggregate Uncertificated Principal Balance of the REMIC II Regular Interests, exceeds (ii) the
aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding immediately following such Distribution Date.
If such excess does exist, then, except to the extent that such excess exists because of the reimbursement of Workout-Delayed Reimbursement
Amounts (from the principal portion of P&I Advances and/or payments or other collections of principal on the Mortgage Pool
pursuant to Section 3.05(a)(II)(iii)) during the preceding Collection Period, the Uncertificated Principal Balances
of REMIC II Regular Interest G, REMIC II Regular Interest F, REMIC II Regular Interest E, REMIC II Regular
Interest D, REMIC II Regular Interest C, REMIC II Regular Interest B and REMIC II Regular Interest A-S shall be
reduced sequentially, in that order, in each case, until such excess (other than any portion thereof that exists because of the
reimbursement of Workout-Delayed Reimbursement Amounts (from the principal portion of P&I Advances and/or payments or other
collections of principal on the Mortgage Pool pursuant to Section 3.05(a)(II)(iii)) during the preceding Collection
Period) or the related Uncertificated Principal Balance is reduced to zero (whichever occurs first). If, after the foregoing reductions,
the amount described in clause (i) of the second preceding sentence still exceeds the amount described in clause (ii)
of such sentence, then, except to the extent that such excess exists because of the reimbursement of Workout-Delayed Reimbursement
Amounts (from the principal portion of P&I Advances and/or payments or other collections of principal on the Mortgage Pool
pursuant to Section 3.05(a)(II)(iii)) during the preceding Collection Period, the Uncertificated Principal Balances
of the REMIC II Regular Interest that are the Corresponding REMIC II Regular Interest with respect to the Class A-1,
Class A-2, Class A-3, Class A-4 and Class A-SB Certificates shall be reduced on a pro rata basis,
as among such individual Corresponding REMIC II Regular Interests, in accordance with their Uncertificated Principal Balances,
until any such remaining excess is reduced to zero. All reductions in the Uncertificated Principal Balances 



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of the respective REMIC II
Regular Interests under this Section 4.04(b) shall be deemed to constitute allocations of Realized Losses and Additional
Trust Fund Expenses.


(c)         
On each Distribution Date, if, following the deemed distributions to be made in respect of the REMIC I Regular
Interests pursuant to Section 4.01(j), the Uncertificated Principal Balance of any REMIC I Regular Interest, in
each case after taking account of such deemed distributions, exceeds the Stated Principal Balance of the related Mortgage Loan
or REO Mortgage Loan (or, if such REMIC I Regular Interest relates to multiple Replacement Mortgage Loans, the aggregate Stated
Principal Balance of the related Mortgage Loans and/or REO Mortgage Loans), as the case may be, that will be outstanding immediately
following such Distribution Date, then, except to the extent that such excess exists (taking account of the provisions of the next
succeeding sentence) because of the reimbursement of Workout-Delayed Reimbursement Amounts (from the principal portion of P&I
Advances and/or payments or other collections of principal on the Mortgage Pool pursuant to Section 3.05(a)(II)(iii))
during the preceding Collection Period, the Uncertificated Principal Balance of such REMIC I Regular Interest shall be reduced
to equal such Stated Principal Balance of such related Mortgage Loan or REO Mortgage Loan (or, if such REMIC I Regular Interest
relates to multiple Replacement Mortgage Loans, the aggregate Stated Principal Balance of the related Mortgage Loans and/or REO
Mortgage Loans), as the case may be, that will be outstanding immediately following such Distribution Date. For purposes of the
immediately preceding sentence, the aggregate amount excluded from the aggregate reductions of the Uncertificated Principal Balances
of the REMIC I Regular Interests collectively shall equal the amount excluded from the reductions of the Uncertificated Principal
Balances of the REMIC II Regular Interests pursuant to Section 4.04(b) above and such aggregate exclusion amount
shall be deemed to be allocated among the REMIC I Regular Interests pro rata according to their Stated Principal
Balances that, in the absence of such any and all such exclusions, would have been outstanding immediately after such Distribution
Date by operation of the immediately preceding sentence. Any reductions in the Uncertificated Principal Balances of the respective
REMIC I Regular Interests under this Section 4.04(c) shall be deemed to constitute allocations of Realized Losses
and Additional Trust Fund Expenses.


Section
4.05     Allocation of Certain
Trust Advisor Expenses. (a) On each Distribution Date, immediately prior to the distributions to be made to the Regular
Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest for
such Distribution Date pursuant to Section 4.01(a), the Certificate Administrator shall allocate Trust Advisor
Expenses (other than Designated Trust Advisor Expenses) to reduce the Unadjusted Distributable Certificate Interest for such
Distribution Date for the Class D Certificates, Class C Regular Interest and Class B Regular Interest
Certificates, in that order, in each case, until the Unadjusted Distributable Certificate Interest of Class D
Certificates, Class C Regular Interest or Class B Regular Interest for such Distribution Date has been reduced to
zero. Trust Advisor Expenses (other than Designated Trust Advisor Expenses) shall not be allocated to reduce interest
distributable on the Class A Certificates, the Class A-S Regular Interest, the Interest Only Certificates or the
Control-Eligible Certificates or any Serviced Pari Passu Companion Loan.


To the extent that
the amount of Trust Advisor Expenses (other than Designated Trust Advisor Expenses) payable with respect to any Distribution Date
is greater than the aggregate






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amount of Unadjusted Distributable Certificate Interest otherwise distributable to the Class B
Regular Interest, Class C Regular Interest and Class D Certificates for such Distribution Date, the resulting Excess
Trust Advisor Expenses (other than Designated Trust Advisor Expenses) shall be allocated to reduce the Principal Distribution Amount
otherwise allocable to the Principal Balance Certificates that are not Control-Eligible Certificates for such Distribution Date.
Such Excess Trust Advisor Expenses (other than Designated Trust Advisor Expenses) shall reduce the Principal Distribution Amount
for the Principal Balance Certificates that are not Control-Eligible Certificates for such Distribution Date, and shall be allocated
to reduce the Certificate Principal Balances of such Certificates in the following order: to the Class D Certificates, and
then to the Class C, Class B and Class A-S Regular Interests, in each case, until the remaining Certificate Principal
Balance of such Class of Certificates or Class C, Class B or Class A-S Regular Interest has been reduced to zero.
Following the reduction of the Certificate Principal Balances of the foregoing Classes of Principal Balance Certificates and the
Class C, Class B and Class A-S Regular Interests to zero, the Certificate Administrator shall allocate any remaining
Excess Trust Advisor Expenses (other than Designated Trust Advisor Expenses) among the Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-SB Certificates, pro rata (based upon their respective Certificate Principal Balances),
until the remaining Certificate Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB
Certificates, have been reduced to zero. Any Excess Trust Advisor Expenses allocated to the Class C, Class B or Class A-S
Regular Interest for any Distribution Date pursuant to this Section 4.05(a) shall be allocated (i) in the case
of the Class C Regular Interest, between the Class C Certificates and Class C-PEX Component in accordance with the
Class C Percentage Interest for such Distribution Date and the Class C-PEX Percentage Interest for such Distribution
Date, respectively, (ii) in the case of the Class B Regular Interest, between the Class B Certificates and Class B-PEX
Component in accordance with the Class B Percentage Interest for such Distribution Date and the Class B-PEX Percentage
Interest for such Distribution Date, respectively and (iii) in the case of the Class A-S Regular Interest, between the
Class A-S Certificates and Class A-S-PEX Component in accordance with the Class A-S Percentage Interest for such
Distribution Date and the Class A-S-PEX Percentage Interest for such Distribution Date, respectively.


Any Trust
Advisor Expenses (other than Designated Trust Advisor Expenses) or Excess Trust Advisor Expenses (other than Designated Trust
Advisor Expenses) allocated to a Class of Certificates that are not Control-Eligible Certificates shall be allocated among
the respective Certificates of such Class in proportion to the Percentage Interests evidenced by the respective Certificates.
If amounts distributable in respect of the Unadjusted Distributable Certificate Interest to the Class B and Class C
Regular Interests and Class D Certificates and otherwise available as the indicated portion of the Principal
Distribution Amount are insufficient to reimburse any related Trust Advisor Expenses (other than Designated Trust Advisor
Expenses) on a Distribution Date, any unreimbursed Trust Advisor Expenses (other than Designated Trust Advisor Expenses)
shall remain unreimbursed until the next Distribution Date that such applicable amounts are available. In no event shall any
Trust Advisor Expenses other than Designated Trust Advisor Expenses reduce or delay any principal or interest payable in
respect of the Control-Eligible Certificates.


(b)         
On any Distribution Date, the amount reimbursable to the Trust Advisor in respect of Trust Advisor Expenses (other
than Designated Trust Advisor Expenses) for such






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Distribution Date shall not exceed the sum of (i) the portion of the Principal
Distribution Amount for such Distribution Date otherwise distributable to the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-SB, Class D Certificates and the Class A-S, Class B and Class C Regular Interests and (ii) the
aggregate amount of Unadjusted Distributable Certificate Interest (for such purposes, calculated without regard to any reductions
pursuant to clause (iv) of the definition of Unadjusted Distributable Certificate Interest as a result of Trust Advisor
Expenses (other than Designated Trust Advisor Expenses) for such Distribution Date) that would otherwise be distributable to the
Class B and Class C Regular Interests and the Class D Certificates for such Distribution Date. Any amount of Trust
Advisor Expenses (other than Designated Trust Advisor Expenses) that are not reimbursed on a Distribution Date shall be payable
on the next Distribution Date to the extent funds are sufficient, in accordance with Section 4.05(a), to make such
payments.


(c)         
To the extent that any actual recoveries of previously-incurred Trust Advisor Expenses (other than Designated Trust
Advisor Expenses) are received from a source other than the proceeds of the related Mortgage Loan during the Collection Period
related to any Distribution Date, such amounts shall be applied, first, as provided in Section 4.01(a) to reimburse
the Holders of any Regular Certificates and the Class A-S Regular Interest (and therefore the Class A-S Certificates
and Class A-S-PEX Component), the Class B Regular Interest (and therefore the Class B Certificates and Class B-PEX
Component) and the Class C Regular Interest (and therefore the Class C Certificates and Class C-PEX Component) that
suffered write-offs in connection with Trust Advisor Expenses, and any portion of such recovery remaining after such application
shall be considered in the calculation of the Interest Distribution Amounts of the Class B Regular Interest, Class C
Regular Interest and the Class D Certificates, as and to the extent set forth in the definition of Interest Distribution Amount,
for such Distribution Date (with the actual payment of such portion to be made to the Holders of the Class B Regular Interest,
Class C Regular Interest and Class D Certificates to the extent required under the combined operation of the definition
of Interest Distribution Amount and the provisions of Section 4.01(a) other than the final paragraph of Section 4.01(a)).


Section
4.06    Calculations.
Provided that the Certificate Administrator receives the necessary information from the Master Servicer and/or the Special Servicer,
the Certificate Administrator shall be responsible for performing all calculations necessary in connection with the actual and
deemed distributions to be made pursuant to Section 4.01, the preparation of the Distribution Date Statements pursuant
to Section 4.02(a) and the actual and deemed allocations of Realized Losses and Additional Trust Fund Expenses to be
made pursuant to Section 4.04 and the actual and deemed allocations of Trust Advisor Expenses to be made pursuant to
Section 4.05. The Certificate Administrator shall calculate the Available Distribution Amount for each Distribution
Date and shall allocate such amount among Certificateholders in accordance with this Agreement. Absent actual knowledge by a Responsible
Officer of an error therein, the Certificate Administrator shall have no obligation to recompute, recalculate or otherwise verify
any information provided to it by the Master Servicer. The calculations by the Certificate Administrator contemplated by this Section 4.06
shall, in the absence of manifest error, be presumptively deemed to be correct for all purposes hereunder.



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Article
V



THE CERTIFICATES


Section
5.01     The
Certificates. (a) The Certificates will be substantially in the respective forms attached hereto as Exhibits A-1 through
A-3; provided that any of the Certificates may be issued with appropriate insertions, omissions, substitutions and
variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions
of this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of
any securities market in which the Certificates are admitted to trading, or to conform to general usage. The Certificates will
be issuable in registered form only; provided that in accordance with Section 5.03, beneficial ownership interests
in each Class of Interest Only Certificates and Principal Balance Certificates shall initially be held and transferred through
the book-entry facilities of the Depository. The Registered Certificates (other than the Class X-A, Class X-B and Class X-D
Certificates) will be issuable only in denominations corresponding to initial Certificate Principal Balances as of the Closing
Date of $10,000 and in integral multiples of $1 in excess thereof. The Non-Registered Certificates will be issuable only in denominations
corresponding to initial Certificate Principal Balances as of the Closing Date of $100,000 and in integral multiples of $1 in excess
thereof. The Interest Only Certificates will be issuable only in denominations corresponding to initial Certificate Notional Amounts
as of the Closing Date of $1,000,000 and in integral multiples of $1 in excess thereof. The Class R Certificates will be issuable
in denominations representing Percentage Interests of not less than 10%.


(b)          The
Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by the Certificate Registrar
hereunder by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any
time the authorized officers or signatories of the Certificate Registrar shall be entitled to all benefits under this
Agreement, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, however,
unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein
executed by the Authenticating Agent by manual signature, and such certificate of authentication upon any Certificate shall
be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.


Section
5.02      Registration
of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at
the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate
Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges
of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance
with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the
Master Servicer, the Special Servicer and (if the






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Certificate Administrator is not the Certificate Registrar) the Certificate Administrator,
any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar
may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities
hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof,
the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee,
the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicer and the Special Servicer shall each
have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively
upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register.


If three or more
Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with
other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication
which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of
such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business
hours to the most recent list of Certificateholders held by the Certificate Registrar.


(b)          
No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from
the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any
state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with
the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction
outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable
laws of such jurisdiction.


If a Transfer of
any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection
with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter
or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates,
a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03),
then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely
upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached
hereto as Exhibit C-1A or as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee
substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of
any proposed transfer of a Class R Certificate, such Certificateholder desiring to effect such Transfer and prospective Transferee
may provide certificates substantially in the forms attached hereto respectively as Exhibit C-2A and Exhibit C-2B
only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee
is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of
a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional
Buyer) and such Transfer may be made 



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without registration under the Securities Act (which Opinion of Counsel shall not be an expense
of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Tax Administrator, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such
Certificateholder’s prospective Transferee on which such Opinion of Counsel is based.


If a Transfer of
any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without
registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates
or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate
Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s
prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to
the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration
under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate
for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the
form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate
for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor
the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented
and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true
and correct.


Notwithstanding
the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates
may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii)
of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in
writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global
Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that
the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written
orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct
the Certificate Administrator to debit the account of a Depository
Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository
Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of
beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate
Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance
with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in
respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the
Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified
in such orders and instructions.



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Also notwithstanding
the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified
Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global
Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or
opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit
the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate.
Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b),
the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the
denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A
Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in
a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated
and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered
Certificate (other than a Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder
holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A
Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and
a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit
C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to
direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests
in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject
to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A
Global Certificate by the denomination of the surrendered Definitive Certificate.


Except as provided
in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S
Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in
the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery
in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate
Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto
certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date,
beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be
held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered
Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of
Cede & Co. as nominee of the Depository.



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Notwithstanding
the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial
interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and
the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially
in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee
substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required
under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the
account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the
account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to
the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery
to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate
Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of
the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination
of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified
in such orders and instructions.


None of the Depositor,
the Underwriters, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Trust Advisor, the
Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the
Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or
Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree
to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicer,
the Special Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer
is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign
securities laws or is not made in accordance with such federal, state or foreign laws.



(c)          
No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person
who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of,
or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would
result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar
Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with the initial
issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor,
any Initial Purchaser or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry
Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance
with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate
unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a






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Global Certificate
for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, either (i) a
certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate
or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, but
only in the case of a Certificate that is not a Class R Certificate, a certification to the effect that the purchase and holding
of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of
Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a)
and (b) of the Code, by reason of Sections I and III of PTCE 95-60; or (iii) alternatively, but only in the case of a
Non-Registered Certificate that is an Investment Grade Certificate (other than, if applicable, a Class R Certificate), determined
at date of acquisition, that is being acquired by or on behalf of a Plan in reliance on the Exemption, a certification to the effect
that such Plan (X) is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D under the
Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by any member of the Restricted
Group, and (Z) agrees that it will obtain from each of its Transferees a written certification described in clause (i)
above, a written certification described in clause (ii) above or a written representation that such Transferee satisfies
the requirements of the immediately preceding clauses (iii)(X) and (iii)(Y), together with a written agreement
that such Transferee will obtain from each of its Transferees a similar written certification or representation. It is hereby acknowledged
that the forms of certification attached hereto as Exhibit D-1 (in the case of Definitive Non-Registered Certificates) and
Exhibit D-2 (in the case of ownership interests in Book-Entry Non-Registered Certificates) are acceptable for purposes of
the preceding sentence. In lieu of one of the foregoing certifications, a prospective Transferee may deliver to the Certificate
Registrar a certification of facts and an Opinion of Counsel which establish to the reasonable satisfaction of the Trustee that
such Transfer will not result in a violation of Section 406 of ERISA or Section 4975 of the Code, or a similar violation
under Similar Law, or result in the imposition of an excise tax under Section 4975 of the Code, and will not subject the Trustee,
the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer, a Sub-Servicer or the Trust Advisor to
any obligation in addition to those undertaken in this Agreement; in the case of an ownership interest in a Book-Entry Certificate,
the prospective Transferee shall also deliver to the Certificate Owner from whom it is acquiring the interest a copy of such certification
of facts and Opinion of Counsel, and a certification that these documents have been delivered to the Certificate Registrar. If
any Transferee of a Certificate (including a Registered Certificate) or any interest therein does not, in connection with the subject
Transfer, deliver to the Certificate Registrar (in the case of a Definitive Certificate) or the Transferor (in the case of ownership
interests in a Book-Entry Non-Registered Certificate) any certification and/or Opinion of Counsel contemplated by the first, second
and third preceding sentences, then such Transferee shall be deemed to have represented and warranted that either: (i) such
Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Certificate or interest therein
by such Transferee are exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the
excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code by reason of the Exemption (in
the case of such a Certificate that is an Investment Grade Certificate) or by reason of Sections I and III of PTCE 95-60 (in
the case of such a Certificate that is not an Investment Grade 



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Certificate) or, in the case of a Plan subject to Similar Law does
not result in a violation of Similar Law.


(d)         
(i) 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 and to have irrevocably
authorized the Certificate Administrator under clause (ii)(A) below to deliver payments to a Person other than such
Person and to have irrevocably authorized the Certificate Administrator under clause (ii)(B) below to negotiate the
terms of any mandatory disposition and to execute all instruments of Transfer and to do all other things necessary in connection
with any such disposition. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly
subject to the following provisions:


(A)       
Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee
and shall promptly notify the Tax Administrator and the Certificate Administrator of any change or impending change in its status
as a Permitted Transferee.


(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 shall not register the Transfer of any Class R Certificate until its receipt,
of an affidavit and agreement substantially in the form attached hereto as Exhibit E-1 (a “Transfer Affidavit and
Agreement”), from the proposed Transferee, representing and warranting, among other things, that such Transferee is a
Permitted Transferee, that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the
proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee.


(C)       
Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B)
above, if a Responsible Officer of either the Certificate Administrator or the Certificate Registrar has actual knowledge that
the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class R Certificate to such
proposed Transferee shall be effected.





(D)       
Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require
a Transfer Affidavit and Agreement 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 certificate substantially in the form attached hereto as Exhibit E-2 stating that,
among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee.


(E)       
Each Person holding or acquiring an Ownership Interest in a Class R Certificate, by purchasing such Ownership
Interest, agrees to give the Tax Administrator and the Certificate Administrator written notice that it is a “pass-






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through
interest holder” within the meaning of temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring
an Ownership Interest in a Class R Certificate, if it is, or is holding an Ownership Interest in a Class R Certificate
on behalf of, a “pass-through interest holder”.


(ii)         (A) If any purported Transferee shall become a Holder of a Class R Certificate in violation of the provisions
of this Section 5.02(d), then the last preceding Holder of such Class R Certificate that was in compliance with
the provisions of this Section 5.02(d) shall be restored, to the extent permitted by law, to all rights as Holder thereof
retroactive to the date of registration of such Transfer of such Class R Certificate. None of the Depositor, the Certificate
Administrator, the Trustee or the Certificate Registrar shall be under any liability to any Person for any registration of Transfer
of a Class R Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due
on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this
Agreement.


(B)       
If any purported Transferee shall become a Holder of a Class R Certificate in violation of the restrictions
in this Section 5.02(d), then, to the extent that retroactive restoration of the rights of the preceding Holder of
such Class R Certificate as described in clause (ii)(A) above shall be invalid, illegal or unenforceable, the
Certificate Administrator shall have the right, but not the obligation, to cause the Transfer of such Class R Certificate
to a Permitted Transferee selected by the Certificate Administrator on such terms as the Certificate Administrator may choose,
and the Certificate Administrator shall not be liable to any Person having an Ownership Interest in such Class R Certificate
as a result of the Certificate Administrator’s exercise of such discretion. Such purported Transferee shall promptly endorse
and deliver such Class R Certificate in accordance with the instructions of the Certificate Administrator. Such Permitted
Transferee may be the Certificate Administrator itself or any Affiliate of the Certificate Administrator.


(iii)      
The Tax Administrator shall make available to the IRS and to those Persons specified by the REMIC Provisions all
information furnished to it by the other parties hereto necessary to compute any tax imposed (A) as a result of the Transfer
of an Ownership Interest in a Class R Certificate to any Person who is a Disqualified Organization, including the information
described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions”
of such Class R Certificate and (B) as a result of any regulated investment company, real estate investment trust, common
trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest
in a Class R Certificate having as among its record holders at any time any Person which is a Disqualified Organization, and
each of the other parties hereto shall furnish to the Tax Administrator all information in its possession necessary for the Tax
Administrator to discharge such obligation. The Person holding such Ownership Interest shall be responsible 



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for the reasonable
compensation of the Tax Administrator for providing information thereto pursuant to this subsection (d)(iii) and Section 10.01(d)(i).


(iv)      
The provisions of this Section 5.02(d) set forth prior to this clause (iv) may be modified,
added to or eliminated, provided that there shall have been delivered to the Certificate Administrator and the Tax Administrator
the following:


(A)       
A Rating Agency Confirmation with respect to such modification of, addition to or elimination of such provisions;
and


(B)       
an Opinion of Counsel, in form and substance satisfactory to the Certificate Administrator and the Tax Administrator,
obtained at the expense of the party seeking such modification of, addition to or elimination of such provisions (but in no event
at the expense of the Trustee, the Tax Administrator or the Trust), to the effect that doing so will not (1) cause any REMIC
Pool to cease to qualify as a REMIC or be subject to an entity-level tax caused by the Transfer of any Class R Certificate
to a Person which is not a Permitted Transferee or (2) cause a Person other than the prospective Transferee to be subject
to a REMIC-related tax caused by the Transfer of a Class R Certificate to a Person that is not a Permitted Transferee.


(e)         
If a Person is acquiring any Non-Registered Certificate or interest therein as a fiduciary or agent for one or more
accounts, such Person shall be required to deliver to the Certificate Registrar (or, in the case of an interest in a Book-Entry
Non-Registered Certificate, to the Certificate Owner that is transferring such interest) a certification to the effect that, and
such other evidence as may be reasonably required by the Certificate Administrator (or such Certificate Owner) to confirm that,
it has (i) sole investment discretion with respect to each such account and (ii) full power to make the applicable foregoing
acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (b),
(c) and/or (d), as appropriate, of this Section 5.02.


(f)           Subject
to the preceding provisions of this Section 5.02, upon surrender for registration of transfer of any Certificate
at the offices of the Certificate Registrar maintained for such purpose, the Certificate Registrar shall execute and the
Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Certificates of the same Class in authorized denominations evidencing a like aggregate Percentage Interest in such Class.


(g)         
At the option of any Holder, its Certificates may be exchanged for other Certificates of authorized denominations
of the same Class evidencing a like aggregate Percentage Interest in such Class upon surrender of the Certificates to be exchanged
at the offices of the Certificate Registrar maintained for such purpose. Whenever any Certificates are so surrendered for exchange,
the Certificate Registrar shall execute and the Authenticating Agent shall authenticate and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive.






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(h)         
Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Certificate Registrar)
be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar
duly executed by, the Holder thereof or his attorney duly authorized in writing.


(i)          
No service charge shall be imposed for any transfer or exchange of Certificates, but the Certificate Administrator
or Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.


(j)          
All Certificates surrendered for transfer and exchange shall be physically canceled by the Certificate Registrar,
and the Certificate Registrar shall dispose of such canceled Certificates in accordance with its standard procedures.


(k)         
In connection with the foregoing Sections 5.02(b), (c) and (d), in no case shall the Depositor
be responsible for the costs or expenses of any certificates, opinions or agreements contemplated by such Sections 5.02(b),
(c) and (d).


(l)         
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. 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
Certificateholders or payees for all purposes of this Agreement.


(m)        
Certificate Transfer requests shall be made to: Wells Fargo Bank, N.A., Corporate Trust Services, Attn: TRANSFER
AGENT GROUP, 6th Street & Marquette Ave., Minneapolis, MN 55479, Ref: Certificate Transfer Request, WFCM 2015-C31,
telephone: 800-344-5128.


Section
5.03      Book-Entry
Certificates. (a) The Certificates (other than the Class R Certificates) shall initially be issued as one or more Certificates
registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c),
a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository
that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate
Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities
of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered
Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered
Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption
from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A
Global Certificate for such Class, which shall be deposited with the Certificate 



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Administrator as custodian for the Depository
and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially
sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall,
in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited
with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the
Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate
Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners
it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.


(b)          
The Certificate Administrator, the Master Servicer, the Special Servicer, the Trustee, the Depositor and the Certificate
Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as
the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights
of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect
to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and
the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent
if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record
date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository
of such record date.


(c)          
If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing
that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry
Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises
the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected
Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates
to such Certificate Owners requesting the same.



Upon surrender to
the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions
from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate
and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None
of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar
shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected
in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class
of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder
and,




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accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer
and exchange such Definitive Certificates.


(d)         
Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate
Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate
(including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities
of the Depository.


Section
5.04     Mutilated,
Destroyed, Lost or Stolen Certificates. If (i) 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 (ii) there
is delivered to the Certificate Administrator and the Certificate Registrar such security or indemnity as may be reasonably required
by them to save each of them harmless, then, in the absence of actual notice to the Certificate Administrator or the Certificate
Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall execute
and the Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Certificate, a new Certificate of the same Class and like Percentage Interest. Upon the issuance of any new Certificate
under this Section, the Certificate Administrator and the Certificate Registrar may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and
expenses of the Certificate Administrator and the Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the applicable REMIC created hereunder,
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. Prior to due presentment for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Trust Advisor, 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
pursuant to Section 4.01 and for all other purposes whatsoever and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Trust Advisor, the Certificate Registrar or any agent of any of them shall be affected by notice
to the contrary.



Section
5.06      Certification
by Certificate Owners. To the extent that under the terms of this Agreement, it is necessary to determine whether any Person
is a Certificate Owner, the Certificate Administrator shall make such determination based on a certificate of such Person which
shall be substantially in the form of Exhibit K-1A, Exhibit K-1B, Exhibit K-2A or Exhibit K-2B
hereto, as applicable (or such other form as shall be reasonably acceptable to the Certificate Administrator), and shall, to the
extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount,
as the case may be, of the Book-Entry Certificate beneficially owned; provided that none of the Trustee, the Certificate
Administrator or the Certificate Registrar shall knowingly recognize such Person as a Certificate Owner if such Person, to the
actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case
may be, acquired






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its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(c), or if such Person’s
certification that it is a Certificate Owner is in direct conflict with information actually known by a Responsible Officer of
the Trustee, the Certificate Administrator or the Certificate Registrar, with respect to the identity of a Certificate Owner. The
Trustee, the Certificate Administrator and the Certificate Registrar shall each exercise its reasonable discretion in making any
determination under this Section 5.06 and shall afford any Person providing information with respect to its beneficial
ownership of any Book-Entry Certificate an opportunity to resolve any discrepancies between the information provided and any other
information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.


Section
5.07      Appointment
of Authenticating Agents. (a) The Certificate Administrator may appoint at its expense an Authenticating Agent, which shall
be authorized to act on behalf of the Certificate Administrator in authenticating Certificates. The Certificate Administrator shall
cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such Authenticating
Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be
organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry
on a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination
by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection
and indemnities as would be imposed on, or would protect, the Certificate Administrator hereunder. The appointment of an Authenticating
Agent 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 the Authenticating Agent. In the absence of any other Person appointed in
accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity in accordance
with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator is no longer the Authenticating
Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating
Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate Administrator.


(b)          Any
Person into which any Authenticating Agent 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 Authenticating Agent shall be a party, or any Person
succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent
without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator or
the Authenticating Agent.




(c)         
Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving
at least thirty (30) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the
Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating
Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating
Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination,
or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07,
the


 






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Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give
written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment
to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under
the provisions of this Section 5.07. Any successor Authenticating Agent 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 Authenticating Agent.


 


Section
5.08      [Reserved].


 


Section
5.09      Exchanges
of Exchangeable Certificates. (a)At the request of the Holder of Class A-S, Class B and Class C Certificates
in the Exchange Proportion, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall exchange
such Exchangeable Certificates for Class PEX Certificates with an original aggregate Certificate Principal Balance equal to the
original aggregate Certificate Principal Balance of the Class A-S, Class B and Class C Certificates exchanged therefor.
At the request of the Holder of Class PEX Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate
Administrator, shall exchange such Exchangeable Certificates for Class A-S, Class B and Class C Certificates in
the Exchange Proportion and with an original aggregate Certificate Principal Balance equal to the original aggregate Certificate
Principal Balance of the Class PEX Certificates exchanged therefor. No service charge (other than administrative fees charged by
the Depository) shall be payable by a Certificateholder in connection with any exchange of Certificates pursuant to this Section 5.09.
There shall be no limitation on the number of exchanges authorized pursuant to this Section 5.09; provided that
(i) each of the Class A-S, Class B and Class C Certificates exchanged (whether surrendered or received) in
such exchange shall have denominations no smaller than the minimum denominations set forth in Section 5.01(a) and (ii) exchanges
pursuant to this Section 5.09 shall not be permitted after the Class Principal Balance of the Class A-S Regular
Interest (and therefore the aggregate Certificate Principal Balance of the Class A-S Certificates and the Class A-S-PEX
Component) has been reduced to zero or if any Class of Exchangeable Certificates is no longer maintained as a Book-Entry Certificate.
In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered
to the Certificate Administrator on the Closing Date.


 



(b)          In connection with any exchange of Exchangeable Certificates, the Certificate Registrar (i) shall reduce the
outstanding aggregate Class Principal Balance of such Class or Classes of Exchangeable Certificates surrendered by the applicable
Holder on the Certificate Register and shall increase the outstanding Class Principal Balance of the related Class or Classes of
Exchangeable Certificates received by such Holder in such exchange on the Certificate Register and the Certificate Registrar or
the Certificate Administrator, as applicable, (ii) as applicable, shall make corresponding increases or reductions to the
Class Principal Balances of the Class PEX Components, and (iii) shall give appropriate instructions to the Depository and
make appropriate notations on the Global Certificates for each Class of Exchangeable Certificates to reflect such reductions and
increases.


 






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(c)          In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator
in writing or by e-mail to cts.cmbs.bond.admin@wellsfargo.com (with a subject line referencing “WFCM 2015-C31” and
setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange
Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. The notice
must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee
and (iii) set forth the following information: the CUSIP number of each Exchangeable Certificate to be exchanged and each
Exchangeable Certificate to be received; the outstanding Certificate Principal Balance and the initial Certificate Principal Balance
of the Exchangeable Certificates to be exchanged, the Certificateholder’s DTC participant number; and the proposed Exchange
Date. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at
the Depository to effect such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second
Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository
for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially
in the form of Exhibit X attached hereto.


 


(d)          The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder
in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of
the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution
Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange
shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution
Date. Neither the Certificate Administrator nor the Depositor will have any obligation to ensure the availability in the market
of the applicable Certificates to accomplish any exchange.


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER

AND THE TRUST ADVISOR


 


Section
6.01      Liability of
the Depositor, the Master Servicer, the Special Servicer and the Trust Advisor. The Depositor, the Master Servicer, the
Special Servicer and the Trust Advisor 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 Special Servicer and the
Trust Advisor.


 




Section
6.02      Merger,
Consolidation or Conversion of the Depositor, the Master Servicer, the Trust Advisor or the Special Servicer. (a) Subject to
Section 6.02(b), the Depositor, the Master Servicer, the Special Servicer and the Trust Advisor shall each keep in full effect
its existence, rights and franchises as a corporation, bank, trust company, partnership, limited liability company, association
or other legal entity under the laws of the jurisdiction wherein it was organized, and each shall obtain and preserve its qualification
to do business as a foreign entity in each jurisdiction in which such qualification is or shall be necessary to protect the


 






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validity
and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under
this Agreement.


 


(b)          Each of the Depositor, the Master Servicer, the Trust Advisor and the Special Servicer may be merged or consolidated
with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting from
any merger or consolidation to which the Depositor, the Master Servicer, the Trust Advisor or the Special Servicer shall be a party,
or any Person succeeding to the business of the Depositor, the Master Servicer, the Trust Advisor or the Special Servicer, shall
be the successor of the Depositor, the Master Servicer, the Trust Advisor or the Special Servicer, as the case may be, 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 that no successor or surviving Person shall so succeed to the rights and duties of the
Master Servicer or the Special Servicer unless (i) such succession is the subject of a Rating Agency Confirmation (subject
to Section 3.27) from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous
rating confirmation from each Pari Passu Companion Loan Rating Agency), except that such condition need not be satisfied if such
succession occurs solely as a result of a merger in which the Master Servicer or Special Servicer, as applicable, is the surviving
Person under applicable law, and (ii) the successor or surviving Person makes the applicable representations and warranties
set forth in Section 2.05 (in the case of a successor or surviving Person to the Master Servicer) or Section 2.06
(in the case of a successor or surviving Person to the Special Servicer), as applicable. Notwithstanding the foregoing, neither
the Master Servicer nor the Special Servicer may remain the Master Servicer or Special Servicer, 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 at the time of such merger, consolidation or
transfer, except with respect to clause (x) and (y), as applicable, to the extent (i) the Master Servicer
or the Special Servicer is the surviving entity of such merger, consolidation or transfer and has been in material 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.


 


Section
6.03      Limitation
on Liability of the Depositor, the Trust Advisor, the Master Servicer and the Special Servicer. (a) None of the Depositor,
the Trust Advisor, the Master Servicer or the Special Servicer or any of their respective members, managers, directors, officers,
employees or agents shall be under any liability to the Trust, the Trustee or the Certificateholders or any Serviced Pari Passu
Companion Loan Holder for any action taken or not taken in good faith pursuant to this Agreement or for errors in judgment; provided
that this provision
shall not protect the Depositor, the Trust Advisor, the Master Servicer or the Special Servicer or any of their respective members,
managers, directors, officers, employees or agents against any liability to the Trust, the Trustee or the Certificateholders or
any Serviced Pari Passu Companion Loan Holder for the breach of a representation or warranty made by such party herein, or against
any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms
hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in
the performance of such party’s obligations or duties hereunder, or by reason of reckless disregard of such obligations
and duties. The Depositor, the Trust Advisor, the Master Servicer, the Special Servicer and any director, member, manager, officer,
employee or agent of any such party may 


 






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rely in good faith on any document of any kind conforming to the requirements of this
Agreement for the truth and accuracy of the contents of that document (and as to certificates and opinions, including Opinions
of Counsel, for the truth of the statements made therein and the correctness of the opinions expressed therein) reasonably believed
or in good faith believed by it to be genuine and to have been signed or presented by the proper party or parties, which document,
prima facie, is properly executed and submitted by any Person, or any employee or agent of any Person (including legal
counsel as to opinions), respecting any matters arising hereunder. The Depositor, the Trust Advisor, the Master Servicer, the
Special Servicer (each in its capacity as such or in its individual capacity) and any member, manager, director, officer, employee
or agent of any such party, shall be indemnified and held harmless by the Trust Fund out of the Collection Account and/or the
Serviced Pari Passu Companion Loan Custodial Account, as applicable, as provided in Section 3.05(a), or the Distribution
Account, as provided in Section 3.05(b), against any loss, liability, claim, damages, penalty, fine, cost or expense
(including reasonable legal fees and expenses) incurred in connection with any actual or threatened legal action or claim relating
to this Agreement, the Certificates or the Trust, other than any loss, liability, cost or expense: (i) specifically required
to be borne by such party, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with
any legal action or claim against such party resulting from any breach of a representation or warranty made by such Person herein,
or (iii) incurred in connection with any legal action or claim against such party resulting from any willful misfeasance,
bad faith or negligence in the performance of such Person’s obligations and duties hereunder or resulting from negligent
disregard of such obligations and duties. Such indemnification shall extend (subject to the same limitations and qualifications)
to any loss, liability, claim, damages, penalty, fine, cost or expense incurred by any such Person in connection with any actual
or threatened legal action or claim relating to a Loan Combination (whether or not the Loan Combination is then being serviced
under the Pooling and Servicing Agreement), but the relevant party must promptly notify the Master Servicer and the Other Master
Servicer of any claim (but the omission to so notify shall not relieve the Trust Fund from any liability which it may have to
any such indemnified party under this Agreement except to the extent that such omission to notify materially prejudices the interests
of the Trust Fund) and, if any indemnification payment is made to such party from general collections on the Mortgage Pool on
deposit in the Collection Account, the Master Servicer or the Special Servicer, as applicable, will be required to use efforts
in accordance with the Servicing Standard to exercise promptly the rights of the Trust Fund under the related Intercreditor Agreement
to obtain reimbursement from the related Serviced Pari Passu Companion Loan Holder for that holder’s allocable share of
the amount so paid.


 



None of the Depositor,
the Master Servicer, the Special Servicer or the Trust Advisor shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under this Agreement and, except in the case of a legal
action the costs of which such party is specifically required hereunder to bear, in its opinion does not involve it in any ultimate
expense or liability for which it would not be reimbursed hereunder; provided that the Depositor, the Master Servicer, the
Special Servicer or the Trust Advisor may in its discretion undertake any such action which it may reasonably deem necessary or
desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of
the Certificateholders (or, if a Serviced Loan Combination is involved, the rights of the Certificateholders and the related Serviced
Pari Passu Companion Loan Holder(s) (as a collective whole)). In such event, the legal expenses and costs of such


 






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action, and any
liability resulting therefrom, shall be expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer, the
Special Servicer or the Trust Advisor, as the case may be, shall be entitled to be reimbursed therefor from the Collection Account,
as provided in Section 3.05(a), or the Distribution Account, as provided in Section 3.05(b) (or, with respect
to a Serviced Loan Combination, if such expenses and costs relate specifically to such Serviced Loan Combination, first, pro rata
from the Collection Account and the Serviced Pari Passu Companion Loan Custodial Account (based on the respective outstanding principal
balances of the related Mortgage Loan and any Serviced Pari Passu Companion Loan) and, if funds in the Serviced Pari Passu Companion
Loan Custodial Account are insufficient, then any deficiency shall be paid from amounts on deposit in the Collection Account).
Following reimbursement or payment of such amounts (with no obligation to repay such amounts), the Master Servicer or the Special
Servicer, as applicable, shall use efforts in accordance with the Servicing Standard to exercise promptly the rights of the Trust
Fund under the related Intercreditor Agreement to obtain reimbursement from the related Serviced Pari Passu Companion Loan Holder
(or if the related Serviced Pari Passu Companion Loan is held by an Other Securitization, from such Other Securitization), of such
Serviced Pari Passu Companion Loan Holder’s pro rata share of such amounts reimbursed by the Collection Account. In
no event will the Trust Advisor have any duty to appear in any legal proceedings in connection with this Agreement.


 


Notwithstanding
any provision herein to the contrary, for the purposes of indemnification of the Master Servicer or Special Servicer and limitation
of liability, the Master Servicer or Special Servicer will be deemed not to have engaged in willful misfeasance or committed bad
faith, fraud or negligence in the performance of its respective obligations or duties or acted in negligent disregard or other
disregard of its respective obligations or duties hereunder if the Master Servicer or Special Servicer, as applicable, fails to
follow the terms of the Mortgage Loan Documents because the Master Servicer or Special Servicer, as applicable, in its reasonably
exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse
REMIC Event (for which determination, the Master Servicer and the Special Servicer shall be entitled to rely on advice of counsel,
the cost of which shall be reimbursed as an Additional Trust Fund Expense). Any indemnification payments or reimbursements of costs
or expenses described in the preceding paragraph to which the Trust Advisor may become entitled shall constitute Trust Advisor
Expenses and the payment of such Trust Advisor Expenses (other than those that constitute Designated Trust Advisor Expenses) shall
be subject to the limitations set forth in Section 4.05. The Trust Advisor shall not be entitled to reimbursement of
expenses for its services except those for which it is entitled to indemnification as described above.


 





Notwithstanding
the foregoing, if and to the extent that any loss, liability, claim, damages, penalty, fine, cost or expense that is, pursuant
to this Section 6.03(a), required to be borne by the Trust out of the Distribution Account or Collection Account, relates
to any Serviced Loan Combination, (i) such loss, liability, claim, damages, penalty, fine, cost or expense shall be payable
out of amounts on deposit in respect of such Serviced Loan Combination in the Collection Account and the Serviced Pari Passu Companion
Loan Custodial Account collectively, on a pro rata basis, prior to payment from funds in the Distribution Account or
the Collection Account that are unrelated to such Serviced Loan Combination; and (ii) such loss, liability, claim, damages,
penalty, fine, cost or expense shall be payable out of amounts on deposit in the Collection Account and the Serviced Pari Passu
Companion Loan Custodial 


 






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Account (withdrawals
from those accounts shall be made in accordance with the related Intercreditor Agreement and pro rata according to
the respective outstanding principal balances of the Mortgage Loan and any Serviced Pari Passu Companion Loan included in the
related Serviced Loan Combination). Insofar as any such loss, liability, claim, damages, penalty, fine, cost or expense related
to any Serviced Loan Combination is so paid by withdrawal from the Collection Account or Distribution Account and funds are subsequently
received and allocable to the related Serviced Pari Passu Companion Loan(s), then the Master Servicer shall deposit the amount
of such loss, liability, claim, damages, penalty, fine, cost or expense into the Collection Account from such funds so received
and allocable to the related Serviced Pari Passu Companion Loan.


 


(b)          In
addition, none of the Depositor, the Trust Advisor, the Master Servicer or the Special Servicer or any director, member,
manager, officer, employee or agent of any such party shall have any liability with respect to, and each of the Depositor,
the Trust Advisor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of
any such party shall be entitled to rely, as to the truth of the statements made therein and the correctness of the opinions
expressed therein, on any documents, certificates or opinions, including Opinions of Counsel, furnished to, and reasonably
believed or in good faith believed by such Person to be genuine and to have been signed or presented by the proper party or
parties, which document, certificate or opinion, prima facie, is properly executed and submitted by any Person, or any
employee or agent of any Person (including legal counsel as to opinions), respecting any matters arising hereunder. Each of
the Master Servicer, the Special Servicer and the Trust Advisor may rely in good faith on information provided to it by the
other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the
Borrowers and property managers, and will have no duty to investigate or verify the accuracy thereof. Each of the Master
Servicer, the Special Servicer and the Trust Advisor may rely, 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, the Special Servicer or the Trust Advisor, or directors, members, officers, employees or
agents of any such party as the case may be, 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. Furthermore, none of the Master Servicer, the Special
Servicer and the Trust Advisor or directors, members, managers, officers, employees or agents of any such party shall have
any liability under this Agreement for any failure of any other such Person (or any other party to this Agreement) to
perform such Person’s obligations or duties hereunder.


 


Section
6.04      Resignation
of the Master Servicer or the Special Servicer. (a) Each of the Master Servicer and the Special Servicer may resign from the
obligations and duties hereby imposed on it, upon a determination that its duties hereunder are no longer permissible under applicable
law or are in material conflict by reason of applicable law with any other activities carried on by it (the other activities of
the Master Servicer or the Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried
on by the Master


 






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Servicer or the Special Servicer, as the case may be, at the date of this Agreement). Any such determination requiring
the resignation of the Master Servicer or the Special Servicer shall be evidenced by an Opinion of Counsel to such effect which
shall be delivered to the Trustee, with a copy to the Certificate Administrator, the Subordinate Class Representative and
the Majority Subordinate Certificateholder (and each affected Serviced Pari Passu Companion Loan Holder). 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 shall become effective until the Trustee
or other successor shall have assumed the responsibilities and obligations of the resigning party in accordance with Section 6.05
or Section 7.02 hereof; provided that, if no successor to the Master Servicer or the Special Servicer, as the
case may be, shall have been so appointed and have accepted appointment within ninety (90) days after the Master Servicer
or the Special Servicer, as the case may be, has given notice of such resignation, the resigning Master Servicer or Special Servicer,
as the case may be, may petition any court of competent jurisdiction for the appointment of a successor thereto.


 


(b)          In addition, each of the Master Servicer and the Special Servicer shall have the right to resign at any other time
for any reason, provided that (i) a willing successor thereto (including any such successor proposed by the resigning
party) has been found that is, solely in the case of a successor to the Special Servicer if it is a resigning special servicer,
acceptable to the Subordinate Class Representative (during any Subordinate Control Period), (ii) solely in the case of
the Special Servicer if it is the resigning party, the resigning party has consulted with the Subordinate Class Representative
(during any Collective Consultation Period) and the Trust Advisor (during any Collective Consultation Period or Senior Consultation
Period) with respect to the identity and quality of its proposed successor, (iii) the succession is the subject of a Rating
Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency
confirmation from each Pari Passu Companion Loan Rating Agency), (iv) the successor accepts appointment in writing prior to
the effectiveness of such resignation and (v) the successor is not a Prohibited Party at the time of such succession unless
the Depositor consents to the appointment in its reasonable discretion; provided, further, that in the event a replacement
Special Servicer is being appointed solely for an Excluded Loan with respect to which the Subordinate Class Representative is a
Borrower Party, the Subordinate Class Representative shall not have any consent or consultation rights in respect to designating
that replacement Special Servicer.


 


(c)          Neither the Master Servicer nor the Special Servicer shall be permitted to resign except as contemplated in Sections 6.04(a)
and 6.04(b). Consistent with the foregoing, neither the
Master Servicer nor the Special Servicer shall (except in connection with any resignation thereby permitted above in this Section 6.04 or as otherwise expressly provided herein, including the provisions of Section 3.11(a), Section 3.22
and/or Section 6.02) assign or transfer any of its rights, benefits or privileges hereunder to any other Person or
delegate to, subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations
to be performed by it hereunder. If, pursuant to any provision hereof, the duties of the Master Servicer or the Special Servicer
are transferred to a successor thereto, the entire amount of compensation payable to the Master Servicer or the Special Servicer,
as the case may be, that accrues pursuant hereto from and after the date of such transfer shall be payable to such successor,
except (in the case of the Special Servicer) to the extent provided in Section 3.11(c).


 






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(d)          Any successor Master Servicer or successor Special Servicer (including any successor Special Servicer appointed pursuant
to Section 6.05 hereof) shall, in connection with its appointment as successor Master Servicer or successor Special
Servicer, (i) deliver to the Depositor and each Other Depositor, if applicable, the Form 8-K Disclosure Information required
pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Master Servicer or successor
Special Servicer, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor and
such successor Master Servicer or successor Special Servicer, as applicable, pursuant to which the successor Master Servicer or
successor Special Servicer, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective
directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities,
including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation
arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or
is applicable to such successor Master Servicer or successor Special Servicer (either in its individual capacity or its capacity
as successor Master Servicer or successor Special Servicer under this Agreement), to satisfy the requirements of the applicable
provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such
Form 8-K Disclosure Information regarding itself in its role as successor Master Servicer or successor Special Servicer, as
applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role
as successor Master Servicer or successor Special Servicer, as applicable, a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading.


 


(e)          The resigning Master Servicer or Special Servicer, as applicable, shall pay all reasonable out-of-pocket costs and
expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and
the transfer of its duties (including, but not limited to, the costs of obtaining Rating Agency Confirmation and reasonable out-of-pocket
costs and expenses associated with transferring Servicing Files to the successor).


 


Section
6.05     Replacement of
Special Servicer. (a) During any Subordinate Control Period (and other than with respect to any related Excluded Loan),
the Majority Subordinate Certificateholder, or the Subordinate Class Representative on its behalf, will have the right
to terminate the Special Servicer, with or without cause, and appoint itself or an Affiliate thereof or another Person as the
successor Special Servicer. It shall be a condition to such appointment that (i) the successor Special Servicer be a
Qualified Replacement Special Servicer (ii) the successor Special Servicer deliver to the Depositor and each Other Depositor,
if applicable, the Form 8-K Disclosure Information in accordance with Section 6.04(d) and (iii) the conditions set
forth in subsection (e) be satisfied.


 


(b)          During any Collective Consultation Period or Senior Consultation Period, upon (i) the written direction of Holders
of Principal Balance Certificates evidencing not less than 25% of the aggregate Voting Rights (taking into account the allocation
of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal
Balance Certificates to which such Appraisal Reduction Amounts are


 






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allocable) of all Certificates on an aggregate basis, requesting
a vote to terminate the Special Servicer and appoint a successor Special Servicer, (ii) payment by such Holders to the Certificate
Administrator of the reasonable fees and expenses (including any fees and expenses of counsel or any Rating Agency) to be incurred
by the Certificate Administrator in connection with administering such vote (which fees and expenses shall not be paid from the
Trust Fund) and (iii) delivery by such Holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation
with respect to such termination and appointment of a successor (to be obtained at the expenses solely of such Certificateholders)
and the equivalent from each NRSRO hired to provide ratings with respect to any Serviced Pari Passu Companion Loan Securities,
the Certificate Administrator shall post such request on the Certificate Administrator’s Website and conduct the solicitation
of votes of all Certificates in such regard. Upon the written direction of Holders of Principal Balance Certificates evidencing
at least 75% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of
the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal
Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis, the Trustee shall terminate all of
the rights and obligations of the Special Servicer under this Agreement and appoint the successor Special Servicer that was proposed
by the Certificateholders requesting the vote. Such termination and replacement shall be further conditioned on such successor
Special Servicer being a Qualified Replacement Special Servicer and the satisfaction of the conditions set forth in Section 6.05(e)
to the extent that such conditions have not otherwise been satisfied. Such termination shall also be subject to the terminated
Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances, and other rights set
forth in this Agreement which survive termination. If a proposed termination and replacement of the Special Servicer by Certificateholders
as described above is not consummated within 180 days following the initial request of the Certificateholders who requested
a vote, then the proposed termination and replacement shall have no further force or effect (except that the Certificate Administrator
shall be entitled to apply any amounts prepaid by such Certificateholders for expenses to pay any expenses incurred by the Certificate
Administrator).


 


(c)          In addition, during any Senior Consultation Period, if the Trust Advisor determines, in its sole discretion exercised
in good faith, that the Special Servicer is not performing its duties under this Agreement in accordance with the Servicing Standard,
the Trust Advisor will have the right to recommend the replacement of the Special Servicer. In such event, the Trust Advisor shall
deliver to the Trustee and the Certificate Administrator, with a copy to the then-current Special Servicer, a written recommendation
in electronic format and in the form of Exhibit O-3 attached hereto (which form may be modified or supplemented by the Trust Advisor from time to time to cure any ambiguity or error or to incorporate any additional information as it deems appropriate) detailing the reasons supporting its position and recommending a suggested replacement Special Servicer. In addition, the Certificate Administrator shall post such recommendation on the Certificate Administrator’s Website in accordance with Section 8.12(b), and by mail transmit such recommendation to, conduct the solicitation of votes of, the Holders of all Certificates, according to such procedures (including the establishment of a record date for voting) as it determines. Such notice and solicitation shall state that the proposed replacement, if approved by the Certificateholders, shall be subject to satisfaction of the conditions set forth in Section 6.05(e) within 180 days following the initial recommendation of the
Trust Advisor and that any approval granted by the requisite 


 






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Certificateholders
in the aggregate may not be revoked or withdrawn at any time. The Trust Advisor’s recommendation to replace the Special
Servicer must be confirmed by an affirmative vote of Certificateholders having at least a majority of the aggregate Voting Rights
(taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the
Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all
Principal Balance Certificates on an aggregate basis. In the event the Holders of such Principal Balance Certificates elect to
remove and replace the Special Servicer, the Certificate Administrator shall notify the Trustee, the Trust Advisor and the then-current
Special Servicer, and the Certificate Administrator shall provide notice, substantially in the form of Exhibit I-1, to
each of the Rating Agencies and promptly request a Rating Agency Confirmation from each of the Rating Agencies (and, subject to
Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency, if applicable)
with respect to the proposed removal and replacement, unless such Certificateholders themselves deliver such Rating Agency Confirmation.
In the event the Trustee and the Certificate Administrator receive a Rating Agency Confirmation from each of the Rating Agencies
(and, subject to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Loan Rating
Agency, if applicable) (and the successor Special Servicer agrees to be bound by the terms of this Agreement), the Trustee will
then be required to terminate all of the rights and obligations of the Special Servicer under this Agreement and to appoint the
successor Special Servicer that has been approved by the Certificateholders and constitutes a Qualified Replacement Special Servicer,
and the Certificate Administrator shall post such notice on the Certificate Administrator’s Website in accordance with Section 8.12(b).
Any such termination of an existing Special Servicer will be subject to the terminated Special Servicer’s rights to indemnification,
payment of outstanding fees, reimbursement of Advances and other rights set forth in this Agreement which survive termination.
The Trustee and the Trust Advisor shall cooperate in using reasonable efforts to cause the satisfaction of the conditions to the
consummation of such replacement set forth in Section 6.05(e). The reasonable costs and expenses associated with the
Trust Advisor’s identification of a Qualified Replacement Special Servicer and the Certificate Administrator’s obtaining
such Rating Agency Confirmations administering the vote of the Certificateholders shall be an Additional Trust Fund Expense. If
a proposed termination and replacement of the Special Servicer recommended by the Trust Advisor as described above is not consummated
within 180 days following the initial recommendation of the Trust Advisor, then (i) the proposed termination and replacement
shall have no further force or effect, (ii) the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website in accordance with Section 8.12(b) and (iii) the Certificate Administrator shall notify the Trustee and the then-current Special Servicer. The costs and expenses of administering
the notices, solicitation of votes and otherwise incurred by the Certificate Administrator, the Trustee or the Trust Advisor in
connection with the proposed removal and replacement (including the costs and expenses associated with obtaining Rating Agency
Confirmations and the Opinion of Counsel referred to in Section 6.05(e)) shall constitute expenses of the Trust Fund
to be paid by withdrawal from the Distribution Account. None of the Special Servicer, any Certificateholder or any other Person
shall have any cause of action against the Trust Advisor or any other Person based upon or arising from the Trust Advisor’s
recommendation for replacement of, or determination not to recommend the replacement of, the Special Servicer under this Section 6.05(c),
or the result of the vote of the Certificateholders.


 






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(d)          Notwithstanding anything herein to the contrary, with respect to each Serviced Loan Combination with respect to which
the related Serviced Pari Passu Companion Loan Holder is the “Lead Lender”, “Controlling Note Holder”,
“Directing Note Holder” or other comparable party under the related Intercreditor Agreement, such related Serviced
Pari Passu Companion Loan Holder shall be entitled to replace the Special Servicer with respect to such Serviced Loan Combination
to the extent provided in the related Intercreditor Agreement, and no Special Servicer appointed by such related Serviced Pari
Passu Companion Loan Holder (or its representative) with respect to such Serviced Loan Combination may be subsequently terminated
pursuant to any of subsections (a) through (c) of this Section 6.05. For the avoidance of doubt,
there is no Serviced Loan Combination with respect to which the related Serviced Pari Passu Companion Loan Holder is the “Lead
Lender”, “Controlling Note Holder”, “Directing Note Holder” or other comparable party under the related
Intercreditor Agreement.


 


(e)          No
removal of the Special Servicer and/or appointment of a successor thereto pursuant to this Section 6.05 shall be
effective until the Trustee shall have received (A) a Rating Agency Confirmation from each Rating Agency (and, in the
case of any Serviced Loan Combination, an analogous rating agency confirmation from each Pari Passu Companion Loan Rating
Agency, if applicable pursuant to Section 3.27(k)) with respect to such removal and/or appointment, (B) an
Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the Person
designated to be the successor to that terminated Special Servicer, (C) an Opinion of Counsel (the expense of which
shall be deemed to be part of the expenses of the replacement) substantially to the effect that (1) such designated
Person is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization,
(2) the Acknowledgment of Proposed Special Servicer, the form of which is attached hereto as Exhibit I-2, has
been duly authorized, executed and delivered by such designated Person and (3) upon the execution and delivery of the
Acknowledgment of Proposed Special Servicer, such designated Person shall be bound by the terms of this Agreement and,
subject to customary bankruptcy and insolvency exceptions and customary equity exceptions, this Agreement shall be
enforceable against such designated Person in accordance with its terms, and (D) written confirmation from the Depositor that
all required Form 8-K Current Reports in connection with such appointment have been filed by the Depositor and, if
applicable, by any Other Depositor(s). In connection with the foregoing, the Depositor shall use commercially reasonable
efforts to (i) file such required Form 8-K Current Report with respect to the Trust and with respect to any Other
Securitization for which the Depositor is the Other Depositor and (ii) cause any applicable Other Depositor that is not the
Depositor to file such required Form 8-K Current Report, in each case pursuant to clause (i) or (ii), within
four (4) Business Days following receipt of the Form 8-K Disclosure Information contemplated by Section 6.04(d). The
Subordinate Class Representative, the Majority Subordinate Certificateholder and any proposed replacement Special Servicer
shall each be a third-party beneficiary of the immediately preceding sentence.


 


(f)           The Special Servicer terminated pursuant to this Section 6.05 shall be deemed to have been so terminated
simultaneously with the designated successor’s becoming the Special Servicer hereunder; provided that (i) the
terminated Special Servicer shall be entitled to receive, in connection with its termination, payment out of the Collection Account
of all of its accrued and unpaid Special Servicing Fees, as and to the extent provided in Section 3.05(a), and reimbursement
from the successor to such terminated Special Servicer of all outstanding


 






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Servicing Advances made by such terminated Special Servicer
and all unpaid Advance Interest accrued on such outstanding Servicing Advances (in which case the successor to such terminated
Special Servicer shall be deemed to have made such Servicing Advances at the same time that such terminated Special Servicer had
actually made them), (ii) such terminated Special Servicer shall thereafter be entitled to Workout Fees, as and to the extent
expressly permitted by Section 3.11(c), and (iii) such terminated Special Servicer shall continue to be entitled
to the benefits of Section 6.03, notwithstanding any such termination; and provided, further, that such
terminated Special Servicer shall continue to be obligated to pay (and entitled to receive) all other amounts accrued to (or owing
by) it under this Agreement on or prior to the effective date of such termination. Such terminated Special Servicer shall cooperate
(time being of the essence in connection with a termination under Section 6.05(b)) with the Trustee and the replacement
to such terminated Special Servicer in effecting the transfer of such terminated Special Servicer’s responsibilities and
rights hereunder to its successor, including the transfer within two (2) Business Days of its termination becoming effective
pursuant to this Section 6.05, to the replacement to such terminated Special Servicer for administration by it of all
cash amounts that at the time are or should have been credited by such terminated Special Servicer to the REO Account maintained
by it or to any Servicing Account or Reserve Account or should have been delivered to the Master Servicer or that are thereafter
received by or on behalf of such terminated Special Servicer with respect to any Mortgage Loan or REO Property. No penalty or fee
shall be payable to the terminated Special Servicer in connection with any termination under this Section 6.05.


 


(g)          Notwithstanding
anything to the contrary contained in this Section 6.05, with respect to any Excluded Special Servicer Loan, if
any, the Special Servicer shall resign with respect to such Excluded Special Servicer Loan. During a Subordinate Control
Period, if the Excluded Special Servicer Loan is not also an Excluded Loan, the Majority Subordinate Certificateholder or the
Subordinate Class Representative shall appoint (and may thereafter replace with or without cause) the Excluded Special
Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer Loan in accordance with
this Agreement. If such Excluded Special Servicer Loan is also an Excluded Loan, the largest Subordinate Class
Certificateholder (by Certificate Balance) that is not an Excluded Controlling Class Holder shall appoint (and may thereafter
replace with or without cause) the Excluded Special Servicer for the related Excluded Special Servicer Mortgage in accordance
with this Agreement. During a Collective Consultation Period, the largest Subordinate Class Certificateholder that is not an
Excluded Controlling Class Certificateholder shall have the right to appoint the Excluded Special Servicer. During a
Collective Consultation Period, neither the Majority Subordinate Certificateholder nor the Subordinate Class Representative
shall be entitled to remove or replace the Excluded Special Servicer with respect to any Excluded Special Servicer Loan.
During a Senior Consultation Period, none of the Majority Subordinate Certificateholder, the Subordinate Class Representative
or any other Subordinate Class Certificateholder shall be entitled to remove or replace the Excluded Special Servicer with
respect to any Excluded Special Servicer Loan.


 


During a Senior
Consultation Period (or during a Subordinate Control Period if the Excluded Special Servicer Loan is also an Excluded Loan and
all holders of Certificates in the Subordinate Class are also Excluded Controlling Class Holders with respect to such Excluded
Special Servicer Loan, or during a Collective Consultation Period if all Subordinate Class


 






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Certificateholders are also Excluded
Controlling Class Holders with respect to such Excluded Special Servicer Loan), upon resignation of the Special Servicer with respect
to an Excluded Special Servicer Loan, such resigning Special Servicer shall use commercially reasonable efforts to appoint such
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 resigning Special Servicer
shall have no liability for the appointment or the actions of the 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 the equivalent from each NRSRO hired to provide ratings
with respect to any commercial mortgage-backed securities backed by a Serviced Pari Passu Companion Loan, (ii) the Excluded
Special Servicer is a Qualified Replacement Special Servicer and (iii) the Excluded Special Servicer delivers to the Depositor
and any applicable depositor related to another securitization that includes a Serviced Pari Passu Companion Loan, the information,
if any, required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as Excluded Special Servicer.


 


If at any time the
Special Servicer that had resigned as the Special Servicer for a Mortgage Loan as a result of such Mortgage Loan having become
an Excluded Special Servicer Loan becomes aware that it is no longer a Borrower Party (including, without limitation, as a result
of the related Mortgaged Property becoming REO Property) with respect to such Excluded Special Servicer Loan, (1) the related Excluded
Special Servicer shall resign, (2) the related Mortgage Loan shall no longer be an Excluded Special Servicer Loan, (3) such Special
Servicer shall become the Special Servicer again for such Mortgage Loan and (4) such original Special Servicer shall be entitled
to all special servicing compensation with respect to such Mortgage Loan earned during such time on and after such Mortgage Loan
is no longer an Excluded Special Servicer Loan.


 


The Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan
and will be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during
such time as the related Mortgage Loan is an Excluded Special Servicer Loan. For the avoidance of doubt, the Special Servicer
will remain entitled to all special servicing compensation with respect to all Mortgage Loans and Serviced Loan Combinations
that are not Excluded Special Servicer Loans.


 


If a Servicing Officer
or Special Servicing Officer, as applicable, of the Master Servicer, an Excluded Special Servicer, or the Special Servicer, as
applicable, 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, such Excluded Special Servicer or the Special Servicer, as applicable,
shall provide prompt written notice thereof to each of the other parties to this Agreement.


 


(h)          In connection with its duties or exercise of its rights under this Agreement, if the Special Servicer obtains knowledge
that it is a Borrower Party, such Special Servicer (i) shall not


 






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directly or indirectly provide any information related to the
related Excluded Special Servicer Loan(s) to the related Borrower(s) or (A) any of the Special Servicer’s employees or personnel
or any Affiliate involved in the management of any investment in the related Borrower or the related Mortgaged Property or (B)
to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower, 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.


 


Notwithstanding anything
herein to the contrary, with respect to any Mortgage Loan or Loan Combination, each of the Master Servicer and the Certificate
Administrator shall be entitled to conclusively assume that the Special Servicer is not a Borrower Party except to the extent that
the Master Servicer or the Certificate Administrator, as applicable, has received written notice from such Person that it has become
a Borrower Party. None of the Certificate Administrator or the Trust Advisor shall be liable for any communication to the Special
Servicer if it is a Borrower Party or for disclosure of information relating to an Excluded Special Servicer Loan (including any
information delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website) if the Certificate
Administrator or the Trust Advisor, as applicable, did not receive prior written notice that the related Mortgage Loan is an Excluded
Special Servicer Loan. The Master Servicer shall not be liable for any communication to the Special Servicer if it is a Borrower
Party or for disclosure of information relating to an Excluded Special Servicer Loan (including any information delivered to the
Certificate Administrator for posting to the Certificate Administrator’s Website). Each of the Master Servicer and the Certificate
Administrator shall be entitled to conclusively rely on delivery from the Special Servicer of a written certification that the
Special Servicer is no longer a Borrower Party with respect to an Excluded Special Servicer Loan.


 


Notwithstanding anything
to the contrary in this Agreement, the Master Servicer shall not have any obligation to restrict access by the Special Servicer
to any information related to any Excluded Special Servicer Loan. The Master Servicer shall not restrict access by the Special
Servicer to any information related to any Mortgage Loan other than any Excluded Special Servicer Loan with respect to which such
Special Servicer is a Borrower Party.


 


Section
6.06      Rights
of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer. Each of the Master Servicer and
the Special Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal business hours access
to all records maintained by it in respect of its rights and obligations hereunder and access to such of its officers as are responsible
for such obligations. Upon reasonable request and as reasonably related to the performance of the obligations of the Master Servicer
and the Special Servicer, as applicable, pursuant to this Agreement, each of the Master Servicer and the Special Servicer shall
furnish the Depositor and the Trustee with its most recent publicly available annual audited financial statements (or, if not
available, the most recent publicly available audited annual financial statements of its corporate parent) and such other information
as is publicly available regarding its business, affairs, property and condition, financial or otherwise. Each of the Master Servicer
and the Special Servicer may affix to any such information described in this Section 6.06 provided by it any disclaimer
it deems appropriate in its reasonable discretion. The Depositor may, but is not obligated to, enforce the obligations of the
Master Servicer or the Special Servicer hereunder and may, but is not obligated to, perform, or cause a 


 






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designee to perform, any
defaulted obligation of the Master Servicer or the Special Servicer hereunder or exercise the rights of the Master Servicer or
the Special Servicer hereunder; provided that neither the Master Servicer nor the Special Servicer shall be relieved of
any of its 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 Master Servicer or the Special Servicer under this Agreement or otherwise.


 


Section
6.07      Master
Servicer and Special Servicer May Own Certificates. The Master Servicer, Special Servicer or any of their respective Affiliates
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. If, at any time during which the Master Servicer, Special
Servicer or Affiliate of the Master Servicer or the Special Servicer is the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate, the Master Servicer or the Special Servicer, as the case may be, proposes to
take any action (including for this purpose, omitting to take a particular action) that is not expressly prohibited by the terms
hereof and would not, in the reasonable judgment of the Master Servicer or the Special Servicer (as the case may be), violate the
Servicing Standard, but that, if taken, might nonetheless, in the reasonable judgment of the Master Servicer or the Special Servicer
(as the case may be), be considered by other Persons to violate the Servicing Standard, then the Master Servicer or the Special
Servicer, as the case may be, may (but need not) seek the approval of the Certificateholders to such action by delivering to the
Certificate Administrator (with a copy to the Trustee) a written notice that (a) states that it is delivered pursuant to this
Section 6.07, (b) identifies the Percentage Interest in each Class of Certificates beneficially owned by the Master
Servicer or the Special Servicer, as the case may be, or by an Affiliate thereof and (c) describes in reasonable detail the
action that the Master Servicer or the Special Servicer, as the case may be, proposes to take. The Certificate Administrator, upon
receipt of such notice, shall forward it to the Certificateholders (other than the Master Servicer and its Affiliates or the Special
Servicer and its Affiliates, as appropriate), together with a request for approval by the Certificateholders of each such proposed
action. If at any time Certificateholders entitled to greater than 50% of the Voting Rights of all Certificateholders (calculated
without regard to the Certificates beneficially owned by the Master Servicer or its Affiliates or the Special Servicer or its Affiliates,
as the case may be) shall have consented in writing (with a copy to each related Serviced Pari Passu Companion Loan Holder, if a
Serviced Loan Combination is involved) to the proposal described in the written notice, and if the Master Servicer or the Special
Servicer, as the case may be, shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing
Standard. The Certificate Administrator shall be entitled to reimbursement from the Master Servicer or the Special Servicer, as
applicable, for the reasonable expenses of the Certificate Administrator incurred pursuant to this paragraph. It is not the intent
of the foregoing provision that the Master Servicer or the Special Servicer be permitted to invoke the procedure set forth herein
with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.


 






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Article
VII



SERVICER TERMINATION EVENTS


 


Section
7.01      Servicer
Termination Event. (a) “Servicer Termination Event”, wherever used herein, means, with respect to the Master Servicer
or the Special Servicer, any one of the following events, circumstances and conditions:


 


(i)        with respect to the Master Servicer, any failure by the Master Servicer to deposit into the Collection Account and/or
(if it is the Master Servicer for any Serviced Loan Combination) the Serviced Pari Passu Companion Loan Custodial Account, any
amount required to be so deposited under this Agreement, which failure continues unremedied for one Business Day following the
date on which such deposit was first required to be made; or


 


(ii)       with respect to the Special Servicer, any failure by the Special Servicer to deposit into the REO Account maintained
by it or to deposit, or remit to the Master Servicer for deposit, into the Collection Account, and/or the Serviced Pari Passu Companion
Loan Custodial Account, as applicable, any amount required to be so deposited or remitted under this Agreement, which failure continues
unremedied for one Business Day following the date on which such deposit or remittance, as the case may be, was first required
to be made; or


 


(iii)      any failure by the Master Servicer to remit to the Certificate Administrator for deposit into the Distribution Account,
on any P&I Advance Date, the full amount of P&I Advances required to be made by the Master Servicer on such date or, on
any Master Servicer Remittance Date, the full amount of the Master Servicer Remittance Amount and any Compensating Interest Payment
required to be remitted by the Master Servicer on such date, which failure continues unremedied until 11:00 a.m. (New York
City time) on the related Distribution Date; provided that if the Master Servicer fails to make any deposit contemplated
by this Section 7.01(a)(iii), including any P&I Advance, which deposit is required to be made by the Master Servicer
on any P&I Advance Date or Master Servicer Remittance Date (without regard to any grace period), then the Master Servicer shall
pay to the Certificate Administrator, for the account of the Certificate Administrator, interest on such late remittance at the Reimbursement Rate from and including such P&I Advance Date or the Master Servicer Remittance Date to but excluding the related
Distribution Date; or


 


(iv)      any failure by the Master Servicer or the Special Servicer to timely make any Servicing Advance required to be made
by it hereunder, which Servicing Advance remains unmade for a period of five (5) Business Days (or, in the case of an Emergency
Advance, three (3) Business Days) following the date on which written notice of such failure shall have been given to the
Master Servicer or the Special Servicer, as the case may be, by any party to this Agreement; or


 






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(v)       any failure on the part of the Master Servicer or the Special Servicer duly to observe or perform in any material
respect any other of the covenants or agreements on the part of the Master Servicer or the Special Servicer, as the case may be,
contained in 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, shall have been given to the Master Servicer or the Special Servicer,
as the case may be, by any other party hereto or to the Master Servicer or the Special Servicer, as the case may be, with a copy
to each other party hereto, by the Holders of Certificates entitled to at least 25% of the Voting Rights (determined without notionally
reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) or by, if affected by that failure,
any Serviced Pari Passu Companion Loan Holder; provided that, with respect to any such failure that is not curable within
such thirty (30) day period, the Master Servicer or the Special Servicer, as the case may be, shall have an additional cure
period of sixty (60) days to effect such cure so long as the Master Servicer or the Special Servicer, as the case may be,
has commenced to cure such failure within the initial thirty (30) day period and has provided the Trustee with an Officer’s
Certificate certifying that it has diligently pursued, and is continuing to pursue, a full cure; or


 

(vi)      any
breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in this
Agreement that materially and adversely affects the interests of any Class of Certificateholders or any Serviced Pari Passu
Companion Loan Holder and which continues unremedied for a period of thirty (30) days after the date on which written
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 any other party hereto or to the Master Servicer or the Special Servicer, as the case may
be, with a copy to each other party hereto, by the Holders of Certificates entitled to at least 25% of the Voting Rights
(determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts)
or by, if affected by such breach, any Serviced Pari Passu Companion Loan Holder; provided that, with respect to any
such breach that is not curable within such thirty (30) day period, the Master Servicer or the Special Servicer, as the
case may be, shall have an additional cure period of sixty (60) days to effect such cure so long as the Master Servicer
or the Special Servicer, as the case may be, has commenced to cure such breach within the initial thirty (30) day period
and has provided the Trustee with an Officer’s Certificate certifying that it has diligently pursued, and is continuing
to pursue, a full cure; or


 


(vii)     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, marshaling 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 and such decree or


 






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order shall have remained in force undischarged, undismissed or unstayed for a period
of sixty (60) days; or


 


(viii)    the Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to it or of or relating to all or substantially all of its property; or


 


(ix)       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 association or company action in
furtherance of the foregoing; or


 


(x)        either of Fitch or Moody’s (or, in the case of Serviced Pari Passu Companion Loan Securities, any Pari Passu
Companion Loan Rating Agency) has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Rated
Certificates or any class of Serviced Pari Passu Companion Loan Securities, as applicable, or (B) placed one or more Classes of
Rated Certificates or any class of Serviced Pari Passu Companion Loan Securities on “watch status” in contemplation
of possible rating downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status” placement
shall not have been withdrawn by Fitch or Moody’s or such Pari Passu Companion Loan Rating Agency, as applicable, within
sixty (60) days of such event), and, in case of either of clause (A) or (B), has publicly cited servicing concerns
with the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action;


 


(xi)       either (A) the Master Servicer or the Special Servicer, as the case may be, has failed to maintain a ranking by Morningstar
equal to or higher than “MOR CS3” as a master servicer or special servicer, as applicable, and such ranking is not
reinstated within 60 days of actual knowledge of such failure by the Master Servicer or the Special Servicer, as the case may be
(if such Master Servicer or Special Servicer, as the case may be, has or had a Morningstar ranking on or after the Closing Date)
or (B) if the Master Servicer or Special Servicer, as the case may be, has not been ranked by Morningstar on or after the Closing
Date, Morningstar has (i) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or (ii)
within the prior 12 months, placed one or more Classes of Certificates on “watch status” in contemplation of rating
downgrade or withdrawal and, in the case of either of clauses (i) or (ii), has publicly cited servicing concerns with the Master
Servicer or the Special Servicer, as applicable, as the sole or material factor in such rating action (and such qualification,
downgrade, withdrawal or “watch status” placement has not been withdrawn by Morningstar within 60 days of such event);


 






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(xii)      any failure by the Master Servicer to timely make any monthly remittance required to be made by it hereunder to a
Serviced Pari Passu Companion Loan Holder, which failure continues unremedied for one Business Day following the date on which
such remittance was first required to be made; and


 


(xiii)     subject to the provisions of Section 11.17(c), any failure by the Master Servicer or the Special Servicer
to deliver (a) any Exchange Act reporting items required to be delivered by the Master Servicer or the Special Servicer, as
applicable, to the Certificate Administrator or Other Depositor or Other Trustee under Article XI (other than items
to be delivered by a Designated Sub-Servicer) by the time required under Article XI after any applicable grace periods
or (b) any Exchange Act reporting items that a Sub-Servicing Entity retained by the Master Servicer or the Special Servicer,
as applicable (other than a Designated Sub-Servicer), is required to deliver (it being acknowledged that any Sub-Servicing Entity
that defaults as described in this clause (xiii) shall be terminated at the direction of the Depositor).


 


When a single entity
acts as two or more of the capacities of the Master Servicer and the Special Servicer, a Servicer Termination Event (other than
an event described in clause (x) or clause (xi) above) in one capacity shall constitute a Servicer Termination
Event in both or all such capacities.


 


(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 the Servicer Termination Event shall not have been remedied, the Trustee may, and at the
written direction of either the Holders of Certificates entitled to not less than 25% of the Voting Rights (determined without
notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts), or, alternatively, if
a Servicer Termination Event on the part of the Special Servicer has occurred that affects a Serviced Pari Passu Companion Loan
Holder, at the written direction of such Serviced Pari Passu Companion Loan Holder solely with respect to the related Loan Combination,
or, alternatively, if a Servicer Termination Event on the part of the Special Servicer has occurred, at the written direction of
the Subordinate Class Representative during a Subordinate Control Period (except to the extent that the Servicer Termination
Event relates to an Excluded Loan with respect to which the Subordinate Class Representative is a Borrower Party),
or, alternatively, if a Servicer Termination Event under Section 7.01(a)(xiii) on the part of the Affected Party has
occurred, at the written direction of the Depositor, the Trustee shall, terminate, by notice in writing to the Affected Party
(with a copy of such notice to each other party hereto), all of the rights and obligations (accruing from and after receipt by
the Affected Party of such notice) of the Affected Party under this Agreement (other than as a Holder of any Certificate or as
holder of a Serviced Pari Passu Companion Loan, entitlements to amounts payable to the terminated party at the time of termination
and any entitlements of the terminated party that survive the termination including any Excess Servicing Fee Rights). From and
after the receipt by the Affected Party of such written notice, all of the responsibilities, duties, authority and power of the
Affected Party under this Agreement (and in the case of a termination of the Special Servicer at the written direction of a Serviced
Pari Passu Companion Loan Holder 


 






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with
respect to a Serviced Loan Combination, solely as they relate to such Serviced Loan Combination), whether with respect to
the Certificates, the Mortgage Loans or otherwise (other than as a Holder of any Certificate or as a Companion Loan Holder,
if applicable), shall pass to and be vested in the Trustee pursuant to and under this Section, 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 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 (provided that each of the Master
Servicer and the Special Servicer shall, if terminated pursuant to this Section 7.01(b), continue to be obligated
to pay and entitled to receive all amounts accrued or owing by or to it under this Agreement on or prior to the date of such
termination, whether in respect of Advances or otherwise, and it and its members, managers, directors, officers, employees
and agents shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such termination).
Each of the Master Servicer and the Special Servicer agrees that, if it is terminated pursuant to this Section 7.01(b),
it shall promptly (and in any event no later than twenty (20) days subsequent to its receipt of the notice of
termination) provide the Trustee with all documents and records requested thereby to enable the Trustee to assume the
functions hereunder of the Master Servicer or the Special Servicer, as the case may be, and shall otherwise cooperate with
the Trustee in effecting the termination of the rights and responsibilities hereunder of the Master Servicer or the Special
Servicer, as the case may be, including the transfer within five (5) Business Days to the Trustee for administration by
it of all cash amounts that at the time are or should have been credited by the Master Servicer to the Collection
Account, the Serviced Pari Passu Companion Loan Custodial Account, the Distribution Account or any Servicing Account or
Reserve Account held by it (if it is the Affected Party) or by the Special Servicer to the REO Account, the Collection
Account, the Serviced Pari Passu Companion Loan Custodial Account, or any Servicing Account or Reserve Account held by it (if
it is the Affected Party) or that are thereafter received by or on behalf of it with respect to any Mortgage Loan or REO
Property (provided that if the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01(b),
the Master Servicer or the Special Servicer, as the case may be, shall continue to be obligated to pay and entitled to
receive all amounts accrued or owing by or to it under this Agreement on or prior to the date of such termination, whether in
respect of Advances or otherwise, and it and its members, managers, directors, officers, employees and agents shall continue
to be entitled to the benefits of Section 6.03 notwithstanding any such termination). Any costs or expenses
(including those of any other party hereto or successor master servicer or special servicer) incurred in connection with any
actions to be taken by a terminated Master Servicer or Special Servicer pursuant to this paragraph (including, but not
limited to, in connection with transferring Mortgage Files, Servicing Files and related information, records and reports to
the successor master servicer or special servicer and amending this Agreement to reflect (as well as providing appropriate
notices to Borrowers, ground lessors, insurers and other applicable third parties regarding) such succession as successor
master servicer or special servicer) shall be borne by the Master Servicer or the Special Servicer, as the case may be (and,
in the case of the Trustee’s costs and expenses, if not paid within a reasonable time, shall be borne by the Trust out
of the Collection Account).


 


Notwithstanding
anything to the contrary in Section 7.04, the Trustee shall not waive any Servicer Termination Event under Section 7.01(a)(xiii)
without the prior written consent of the


 






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Depositor. If a Servicer Termination Event under Section 7.01(a)(xii) occurs
on the part of the Master Servicer, or if any other Servicer Termination Event occurs on the part of the Master Servicer affecting
a Serviced Loan Combination and the Master Servicer is not terminated pursuant to the provisions set forth above, whether as a
result of a waiver or otherwise, any affected Serviced Pari Passu Companion Loan Holder shall be entitled to require the Master
Servicer to appoint, in accordance with Section 3.22 and with the delivery of a Rating Agency Confirmation (and an
analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency with respect to any Serviced Pari Passu
Companion Loan Securities backed by the affected Serviced Pari Passu Companion Loan, if applicable pursuant to Section 3.27(k)),
a Sub-Servicer to be selected by the Master Servicer, that will be responsible for primary servicing such Serviced Loan Combination.


 


(c)           Notwithstanding Section 7.01(b) of this Agreement, if the Master Servicer receives a notice of termination
solely due to a Servicer Termination Event under Section 7.01(a)(x) or Section 7.01(a)(xi) and the terminated
Master Servicer provides the Trustee with the appropriate “request for proposal” materials within the five (5) Business
Days after such termination, then the Master Servicer shall continue to serve as Master Servicer, if requested to do so by the
Trustee, and the Trustee shall promptly thereafter (using such “request for proposal” materials provided by the terminated
Master Servicer) solicit good faith bids for the rights to master service the Mortgage Loans and any Serviced Pari Passu Companion
Loans under this Agreement from at least three (3) Persons qualified to act as successor Master Servicer hereunder in accordance
with Section 6.02 and Section 7.02 for which the Trustee has received Rating Agency Confirmation from each
Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari
Passu Companion Loan Rating Agency) obtained by the terminated Master Servicer (any such Person so qualified, a “Qualified
Bidder”) or, if three (3) Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine
are Qualified Bidders; provided that (i) at the Trustee’s request, the terminated Master Servicer shall supply
the Trustee with the names of Persons from whom to solicit such bids; and (ii) the Trustee shall not be responsible if less
than three (3) or no Qualified Bidders submit bids for the right to master service the subject Mortgage Loans and any Serviced
Pari Passu Companion Loans under this Agreement. The bid proposal shall require any Successful Bidder (as defined below), as a
condition of such bid, to enter into this Agreement as successor Master Servicer and to agree to be bound by the terms hereof,
within forty-five (45) days after the receipt by the Master Servicer of a notice of termination. The Trustee shall solicit
bids (i) on the basis of such successor Master Servicer retaining all applicable Sub-Servicers to continue the sub-servicing
of the applicable Serviced Mortgage Loans pursuant to the terms of the respective Sub-Servicing Agreements and entering into a
Sub-Servicing Agreement with the terminated Master Servicer to service each of any Serviced Mortgage Loans not subject to a Sub-Servicing
Agreement at a sub-servicing fee rate per annum equal to, for each Serviced Mortgage Loan serviced, the applicable Master
Servicing Fee Rate (or, (i) in the case of a Serviced Pari Passu Mortgage Loan, the sum of the applicable Master Servicing
Fee Rate and the applicable Pari Passu Primary Servicing Fee Rate or (ii) in the case of a Serviced Pari Passu Companion
Loan, the applicable Pari Passu Primary Servicing Fee Rate) minus the sum of one-quarter of a basis point (0.0025%) and
the related Excess Servicing Fee Rate (each, a “Servicing-Retained Bid”) and (ii) on the basis of terminating
each applicable Sub-Servicing Agreement and each applicable Sub-Servicer that it is permitted to terminate in accordance with
Section 3.22 and having no obligation to enter into a Sub-Servicing Agreement with the terminated Master 


 






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Servicer
(each, a “Servicing-Released Bid”). The Trustee shall select the Qualified Bidder with the highest cash Servicing-Retained
Bid (or, if none, the highest cash Servicing-Released Bid) (the “Successful Bidder”) to act as successor Master
Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant
to the terms hereof (and, if the successful bid was a Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with the
terminated Master Servicer as contemplated above), no later than forty-five (45) days after the termination of the terminated
Master Servicer.


 


(d)          Upon the assignment and acceptance of the master servicing rights hereunder to and by the Successful Bidder, the
Trustee shall remit or cause to be remitted to the terminated Master Servicer the amount of such cash bid received from the Successful
Bidder (net of reasonable “out-of-pocket” expenses incurred in connection with obtaining such bid and transferring
servicing).


 


(e)          If the Successful Bidder has not entered into this Agreement as successor Master Servicer within forty-five (45) days
after the Master Servicer received a notice of termination or no Successful Bidder was identified within such 45-day period, the
terminated Master Servicer shall reimburse the Trustee for all reasonable “out-of-pocket” expenses incurred by the
Trustee in connection with such bid process and the Trustee shall have no further obligations under Section 7.01(c).
The Trustee thereafter may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02.


 


Section
7.02      Trustee
To Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer resigns pursuant to Section 6.04(a)
(and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or
Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01,
the Trustee shall be the successor in all respects to the Master Servicer or the Special Servicer, as the case may be, in its capacity
as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities,
duties and liabilities relating thereto and arising thereafter placed on the Master Servicer or the Special Servicer, as the case
may be, by the terms and provisions hereof, including, if the Master Servicer is the resigning or terminated party, the Master
Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities
caused by the failure of the Master Servicer or the Special Servicer, as the case may be, to cooperate or to provide information
or monies as required by Section 7.01 shall not be considered
a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as
successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee
nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or
for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee
or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled
to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered
if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act,
the Trustee may (and, if it is unable to so act, or if the Trustee is not approved as an acceptable master servicer or special
servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to not less than 25% of the Voting
Rights 


 






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(determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts)
(or, alternatively, if a Servicer Termination Event on the part of the Special Servicer has occurred during a Subordinate Control
Period, the Subordinate Class Representative (other than to the extent such Servicer Termination Event affects a related
Excluded Loan) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to
appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer or Special
Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of
the Master Servicer or the Special Servicer, as the case may be, hereunder; provided that (i) such appointment is the subject
of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous
rating agency confirmation from each Pari Passu Companion Loan Rating Agency) and (ii) if such successor (in the case of a successor
to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or
above, such successor is reasonably acceptable to the Subordinate Class Representative, and, if such successor has a master servicer
rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect
to the identity of (although it need not have approved) such successor. No appointment of a successor to the Master Servicer or
the Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and
liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided.
In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor
out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation
shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and
each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.


 


If the Trustee
or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer
and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may
reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as
successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a
successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02,
it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for
the Trustee to appoint a qualified successor Master Servicer that meets the requirements of this Section 7.02.


 


Section
7.03      Notification
to Certificateholders. (a) Upon any resignation of the Master Servicer or the Special Servicer pursuant to Section 6.04,
any replacement of the Special Servicer pursuant to Section 6.05, any termination of the Master Servicer or Special
Servicer pursuant to Section 7.01, any appointment of a successor to the Master Servicer or Special Servicer pursuant
to Section 6.02, 6.04 or 7.02 or the effectiveness of any designation of a new Special Servicer, the
Trustee shall promptly notify (i) the Certificate Administrator, who shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register, (ii) the Rule 17g-5 Information Provider, who shall
promptly post such information on the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)
and (iii) to any Serviced Pari Passu Companion Loan Holder.


 






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(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 a Responsible
Officer of the Trustee has actual knowledge of the occurrence of such an event, the Trustee shall notify the Depositor and the
Certificate Administrator, who shall transmit by mail to all Certificateholders notice of such occurrence, unless such default
shall have been cured.


 


Section
7.04      Waiver
of Servicer Termination Event. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to
each Class of Certificates (and any affected Serviced Pari Passu Companion Loan Holders) affected by any Servicer Termination Event
hereunder (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts)
may waive such Servicer Termination Event without the consent of any other Person; provided, however that:


 


(a)          a Servicer Termination Event under clause (i), clause (ii), clause (iii), clause
(x) and clause (xi) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected
Classes (and any affected Serviced Pari Passu Companion Loan Holders);


 


(b)          each Serviced Pari Passu Companion Loan Holder shall be exclusively entitled to waive a Servicer Termination Event
under Section 7.01(a)(xii) that arises with respect to the related Serviced Pari Passu Companion Loan;


 


(c)          the Depositor shall be exclusively entitled to waive any Servicer Termination Event described in Section 7.01(a)(xiii)
(but if a Serviced Loan Combination is involved and the Pari Passu Companion Loan is the subject of an Other Securitization, the
Depositor may not grant such a waiver without the consent of each Other Depositor with respect to each Other Securitization);


 


(d)          no waiver of any Servicer Termination Event by one or more Persons will have any force or effect unless and until
the Person requesting the waiver at its own expense has reimbursed the Trustee and the Certificate Administrator for any monies
spent by them in connection with such Servicer Termination Event, together with interest thereon from and including the date so
spent to but excluding the date of reimbursement.


 



Upon any such waiver
of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied
for every purpose hereunder. 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 registered in the name of any other Person.


 


Section
7.05      Additional
Remedies of Trustee Upon Servicer Termination Event. During the continuance of any Servicer Termination Event, so long as such
Servicer Termination Event shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01,
shall have the right (exercisable subject to Section 8.01(a)), in its own name and as


 






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trustee of an express trust (in
the case of any matter affecting a Serviced Loan Combination) on behalf of the related Serviced Pari Passu Companion Loan Holder(s),
to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders and such participants (including the institution
and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive
of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission
to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Servicer Termination
Event.


 


Article
VIII



THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR

AND THE TAX ADMINISTRATOR


 


Section
8.01      Duties
of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, prior to the occurrence of a Servicer
Termination Event and after the curing or waiver of all Servicer Termination Events which may have occurred, undertakes 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 such person’s
own affairs. Any permissive right of the Trustee contained in this Agreement shall not be construed as a duty. The Trustee, the
Certificate Administrator and the Tax Administrator shall be liable in accordance herewith only to the extent of the respective
obligations specifically imposed upon and undertaken by the Trustee, the Certificate Administrator and the Tax Administrator.


 


(b)          Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, 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 Trustee, the Certificate Administrator or the Tax
Administrator, as applicable, shall examine them to determine whether they conform on their face 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, the Certificate
Administrator or the Tax Administrator, as applicable, shall take such action as it deems appropriate to have the instrument corrected.
The Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall not be responsible or liable for the
accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished
by the Depositor, the Master Servicer, the Special Servicer, any Serviced Pari Passu Companion Loan Holder, any actual or prospective
Certificateholder or Certificate Owner or any Rating Agency, and accepted by the Trustee, the Certificate Administrator or the
Tax Administrator in good faith, pursuant to this Agreement.


 






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(c)           No provision of this Agreement shall be construed to relieve the Trustee, the Tax Administrator or the Certificate
Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided
that:


 


(i)        prior to the occurrence of a Servicer Termination Event, and after the curing or waiver of all Servicer Termination
Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions
of this Agreement, the Trustee 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;


 


(ii)       in the absence of bad faith on the part of the Trustee, the Certificate Administrator or the Tax Administrator, the
Trustee, the Certificate Administrator or the Tax Administrator, as applicable, 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, the Certificate
Administrator or the Tax Administrator, as applicable, and conforming to the requirements of this Agreement;


 


(iii)      none of the Trustee, the Certificate Administrator or the Tax Administrator shall be liable for an error of judgment
made in good faith by a Responsible Officer or Responsible Officers of such entity unless it shall be proved that such entity was
negligent in ascertaining the pertinent facts;


 


(iv)      the Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by the Trustee,
in good faith in accordance with the terms of this Agreement and the direction of Holders of Certificates entitled to at least
25% (or, as to any particular matter, any higher percentage as may be specifically provided for hereunder) of the Voting Rights
relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Agreement;


 



(v)       neither the Certificate Administrator nor the Trustee shall be required to take action with respect to, or be deemed
to have notice or knowledge of, any default or Servicer Termination Event (other than a Servicer Termination Event under Section 7.01(a)(ix)
or the Master Servicer’s failure to deliver any monies, including P&I Advances, or to provide any report, certificate
or statement, to the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, when required pursuant to
this Agreement) or breach of a Mortgage Loan Seller’s representations and warranties, unless a Responsible Officer of the
Trustee or the Certificate Administrator shall have received written notice or otherwise have actual knowledge thereof. Otherwise,
the Trustee and the Certificate Administrator may conclusively assume that there is no such default, Servicer Termination Event
or breach of such Mortgage Loan Seller’s representations and warranties;


 






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(vi)      subject to the other provisions of this Agreement, and without limiting the generality of this Section 8.01,
none of the Trustee, the Certificate Administrator or the Tax Administrator shall have any duty, except, in the case of the Trustee,
as expressly provided in Section 2.01(b) or Section 2.01(e) or in its capacity as successor to the Master
Servicer or the Special Servicer, (A) to cause any recording, filing, or depositing of this Agreement or any agreement referred
to herein or any financing statement or continuation statement evidencing a security interest, or to cause the maintenance of any
such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof, (B) to cause the maintenance
of any insurance, (C) to confirm or verify the truth, accuracy or contents of any reports or certificates of the Master Servicer,
the Special Servicer, any actual or prospective or any Certificateholder or Certificate Owner or any Rating Agency, delivered to
the Trustee, the Certificate Administrator or the Tax Administrator pursuant to this Agreement reasonably believed by the Trustee,
the Certificate Administrator or the Tax Administrator, as applicable, to be genuine and without error and to have been signed
or presented by the proper party or parties, (D) subject to Section 10.01(f), to see to the payment or discharge
of any tax levied against any part of the Trust Fund other than from funds available in the Collection Account or the Distribution
Account, and (E) to see to the payment of any assessment or other governmental charge or any lien or encumbrance of any kind
owing with respect to, assessed or levied against, any part of the Trust Fund other than from funds available in the Collection
Account or the Distribution Account (provided that such assessment, charge, lien or encumbrance did not arise out of the
Trustee’s, the Certificate Administrator’s or the Tax Administrator’s, as applicable, willful misfeasance, bad
faith or negligence);


 


(vii)     for as long as the Person that serves as the Trustee, the Certificate Administrator or the Tax Administrator hereunder
also serves as Custodian and/or Certificate Registrar, the protections, immunities and indemnities afforded to that Person in its
capacity as Trustee, Certificate Administrator or Tax Administrator, as applicable, hereunder shall also be afforded to such Person
in its capacity as Custodian and/or Certificate Registrar, as the case may be; and


 



(viii)    if the same Person is acting in two or more of the capacities of Trustee, Certificate Administrator, Tax Administrator,
Custodian or Certificate Registrar, then any notices required to be given by such Person in one such capacity shall be deemed to
have been timely given to itself in any other such capacity.


 


(d)          Upon receipt by the Trustee or the Certificate Administrator of any notice regarding the transfer of a Serviced Pari
Passu Companion Loan by a Serviced Pari Passu Companion Loan Holder or the transfer of an interest in a mezzanine loan related
to a Mortgage Loan by the related mezzanine lender, the Certificate Administrator or the Tax Administrator, as applicable, shall
promptly forward a copy of such notice to the Master Servicer and Special Servicer.


 






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(e)          Based on information in its possession, the Certificate Administrator promptly shall provide written notice to the
Trust Advisor, the Subordinate Class Representative, the Master Servicer and the Special Servicer of (i) the existence
of a Collective Consultation Period or a Senior Consultation Period and (ii) the end of any Collective Consultation Period
or Senior Consultation Period. The Trust Advisor, the Master Servicer or the Special Servicer may at any time request from the
Certificate Administrator written confirmation of whether there existed a Collective Consultation Period or a Senior Consultation
Period during the current and/or previous calendar year and the Certificate Administrator shall deliver such confirmation to the
requesting party within 10 days of such request.


 


Section
8.02      Certain
Matters Affecting the Trustee, the Certificate Administrator and the Tax Administrator. Except as otherwise provided in Section 8.01:


 


(i)        the Trustee, the Certificate Administrator and the Tax Administrator, may each 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 without error and to have been signed or presented by the proper party or parties;


 


(ii)       the Trustee, the Certificate Administrator and the Tax Administrator may each consult with counsel and any written
advice or opinion 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)      the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement 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, unless such Certificateholders shall have provided
to the Trustee reasonable indemnity against the costs, expenses and liabilities which may be incurred therein or thereby satisfactory
to the Trustee, in its reasonable discretion; none of the Trustee, the Certificate Administrator or the Tax Administrator shall
be required to expend or risk its own funds (except to pay expenses that could reasonably be expected to be incurred in connection
with the performance of its normal duties) 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, if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured to it; provided that nothing contained herein
shall relieve the Trustee of the obligation, upon the occurrence of a Servicer Termination Event which has not been waived or 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;


 






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(iv)      none of the Trustee, the Certificate Administrator or the Tax Administrator shall 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;


 


(v)       prior to the occurrence of a Servicer Termination Event and after the waiver or curing of all Servicer Termination
Events which may have occurred, the Trustee shall not 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 at least 25% of the Voting Rights; provided
that if the payment within a reasonable time to the Trustee 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, not reasonably assured to the Trustee by the security afforded
to it by the terms of this Agreement, the Trustee may require an indemnity satisfactory to the Trustee, in its reasonable discretion,
against such expense or liability as a condition to taking any such action;


 


(vi)      except as contemplated by Section 8.06, none of the Trustee, the Certificate Administrator or the Tax
Administrator shall be required to give any bond or surety in respect of the execution of the trusts created hereby or the powers
granted hereunder;


 


(vii)     the
Trustee may execute any of the trusts or powers vested in it by this Agreement, and the Certificate Administrator and the
Tax Administrator may each perform any of their respective duties hereunder, either directly or by or through the Custodian
or other agents or attorneys-in-fact, provided that (a) the use of the Custodian or other agents or
attorneys-in-fact shall not be deemed to relieve the Trustee, the Certificate Administrator or the Tax Administrator, as
applicable, of any of its duties and obligations hereunder (except as expressly set forth herein) and (b) the Trustee or
the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person actually known to
a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, to be a Prohibited Party without the
consent of the Depositor acting in its reasonable discretion;


 


(viii)    none of the Trustee, the Certificate Administrator or the Tax Administrator shall be responsible for any act or omission
of the Master Servicer or the Special Servicer (unless, in the case of the Trustee, it is acting as the Master Servicer or the
Special Servicer, as the case may be) or of the Trust Advisor, any Serviced Pari Passu Companion Loan Holder or the Depositor;


 


(ix)      neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire
as to compliance with any restriction on transfer imposed under Article V under this Agreement or under applicable
law with respect to any transfer of any Certificate or any interest


 






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therein, other than to require delivery of the certification(s)
and/or Opinions of Counsel described in said Article applicable with respect to changes in registration or record ownership of
Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements
of this Agreement; and the Trustee and the Certificate Registrar shall have no liability for transfers, including transfers made
through the book-entry facilities of the Depository or between or among Depository Participants or Certificate Owners of the Certificates,
made in violation of applicable restrictions except for its failure to perform its express duties in connection with changes in
registration or record ownership in the Certificate Register;


 


(x)       in no event shall the Trustee or the Certificate Administrator 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;


 


(xi)      the right of the Trustee or the Certificate Administrator to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and none of the Trustee or the Certificate Administrator, as applicable, shall be answerable
for other than its negligence or willful misconduct in the performance of any such act and nothing herein shall require the Trustee
or the Certificate Administrator, as applicable, to act in any manner that is contrary to applicable law; and


 


(xii)     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.


 


Section
8.03      The Trustee,
the Certificate Administrator and the Tax Administrator not Liable for Validity or Sufficiency of Certificates or Mortgage
Loans. The recitals contained herein and in the Certificates (other than the statements attributed to, and the
representations and warranties of, the Trustee, the Certificate Administrator and/or the Tax Administrator in
Article II, and the signature of the Certificate Registrar set forth on each outstanding Certificate) shall not be taken
as the statements of the Trustee, the Certificate Administrator or the Tax Administrator, and none of the Trustee, the
Certificate Administrator or the Tax Administrator assumes any responsibility for their correctness. None of the Trustee, the
Certificate Administrator or the Tax Administrator makes any representation as to the validity or sufficiency of this
Agreement (except as regards the enforceability of this Agreement against it) or of any Certificate (other than as to the
signature of the Certificate Administrator set forth thereon) or of any Mortgage Loan or related document. None of the
Trustee, the Certificate Administrator or the Tax 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 (other than
with respect to any funds held by the Certificate Administrator) deposited in or withdrawn from the Collection Account or any
other


 






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account by or on behalf of the Depositor, the Master Servicer or the Special Servicer (unless, in the case of the
Trustee, it is acting in such capacity). None of the Trustee, the Certificate Administrator or the Tax Administrator shall be
responsible for the legality or validity of this Agreement (other than insofar as it relates to the representations and
warranties of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, hereunder) or the
validity, priority, perfection or sufficiency of any security, lien or security interest granted to it hereunder or the
filing of any financing statements or continuation statements, except to the extent set forth in Section 2.01(b) and
Section 2.01(e) or to the extent the Trustee is acting as the Master Servicer or the Special Servicer and the Master
Servicer or the Special Servicer, as the case may be, would be so responsible hereunder. Except as contemplated by
Section 12.02(a), none of the Trustee, the Certificate Administrator or the Tax Administrator shall be required to
record this Agreement.


 


Section
8.04      The
Trustee, the Certificate Administrator and the Tax Administrator May Own Certificates. The Trustee (in its individual or any
other capacity), the Certificate Administrator or the Tax Administrator or any of their respective Affiliates may become the owner
or pledgee of Certificates with (except as otherwise provided in the definition of “Certificateholder”) the
same rights it would have if it were not the Trustee, the Certificate Administrator or the Tax Administrator or one of their Affiliates,
as the case may be.


 


Section
8.05      Fees
and Expenses of the Trustee, the Certificate Administrator and the Tax Administrator; Indemnification of and by the Trustee, the
Certificate Administrator and the Tax Administrator. (a) On each Distribution Date, the Certificate Administrator shall withdraw
from the Distribution Account, out of general collections on the Mortgage Loans and REO Properties on deposit therein, prior to
any distributions to be made therefrom to Certificateholders on such date, and pay to itself all Certificate Administrator Fees,
and to the Trustee all Trustee Fees, earned in respect of the Mortgage Loans and any successor REO Mortgage Loans through the end
of the then most recently ended calendar month as compensation for all services rendered by the Trustee hereunder. The Trustee
Fee shall be paid by the Certificate Administrator and shall be a portion of the Certificate Administrator Fee. As to each Mortgage
Loan and REO Mortgage Loan, the Certificate Administrator Fee shall accrue during each calendar month, commencing with November
2015, at the Certificate Administrator Fee Rate on a principal amount equal to the Stated Principal Balance of such Mortgage Loan
or REO
Mortgage Loan, as the case may be, immediately following the Distribution Date in such calendar month (or, in the case of November
2015, on a principal amount equal to the Cut-off Date Principal Balance of the particular Mortgage Loan). The Trustee Fee and
the Certificate Administrator Fee accrued during each calendar month shall be payable in the next succeeding calendar month. With
respect to each Mortgage Loan and REO Mortgage Loan, the Certificate Administrator Fee shall be calculated on the same Interest
Accrual Basis as is applicable to the accrual or deemed accrual of interest on such Mortgage Loan or REO Mortgage Loan, as the
case may be. The Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of
an express trust) and the Certificate Administrator Fee (the latter of which includes the Tax Administrator Fee) shall constitute
the sole compensation of the Trustee and the Certificate Administrator and the Tax Administrator, respectively, for such services
to be rendered by it. The Certificate Administrator shall be responsible for the payment of the Tax Administrator Fee.


 






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Notwithstanding
the prior paragraph, if and to the extent that any loss, liability, cost or expense that is, pursuant to the prior paragraph, required
to be borne by the Trust out of the Distribution Account or the Collection Account, relates to any Mortgage Loan that is part of
a Serviced Loan Combination, (i) such loss, liability, cost or expense shall be payable out of amounts on deposit in respect
of such Serviced Loan Combination in the Collection Account and/or the Serviced Pari Passu Companion Loan Custodial Account, collectively,
prior to payment from funds in the Distribution Account or the Collection Account that are unrelated to such Serviced Loan Combination;
and (ii) such loss, liability, cost or expense shall be payable out of amounts on deposit in the Collection Account and/or
the Serviced Pari Passu Companion Loan Custodial Account, (withdrawals from those accounts shall be made in accordance with the
related Intercreditor Agreement and pro rata according to the respective outstanding principal balances of the Mortgage
Loan and any Serviced Pari Passu Companion Loan included in the related Serviced Loan Combination). Insofar as any such loss, liability,
cost or expense related to any Serviced Loan Combination is so paid by withdrawal from the Collection Account or Distribution Account
and funds are subsequently received and allocable to the related Serviced Pari Passu Companion Loan(s), then the Master Servicer
shall deposit the amount of such loss, liability, cost or expense into the Collection Account from such funds so received and allocable
to the related Serviced Pari Passu Companion Loan(s).


 


(b)          The Trustee, the Certificate Administrator and the Tax Administrator (each in its capacity as such or in its individual
capacity) and any of their respective directors, officers, employees, agents or affiliates are entitled to be indemnified and held
harmless by the Trust Fund out of the Collection Account and/or the Distribution Account, as and to the extent provided in Section 3.05,
for and against any loss, liability, claim or expense (including costs and expenses of litigation, and of investigation, reasonable
counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, this Agreement,
the Certificates, the Mortgage Loans (unless, in the case of the Trustee, it incurs any such expense or liability in the capacity
of successor to the Master Servicer or the Special Servicer (as the case may be), in which case such expense or liability will
be reimbursable thereto in the same manner as it would be for any other Master Servicer or Special Servicer, as the case may be)
or any act or omission of the Trustee, the Certificate Administrator or the Tax Administrator relating to the exercise and performance
of any of the rights and duties, including the appointment of a replacement Trust Advisor, of the Trustee, the Certificate Administrator
or the Tax Administrator
hereunder; provided that none of the Trustee, the Certificate Administrator or the Tax Administrator shall be entitled
to indemnification pursuant to this Section 8.05(b) for (1) allocable overhead, such as costs for office space,
office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses,
(2) any cost or expense that does not constitute an “unanticipated expense” within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(ii), (3) any expense or liability specifically required to be borne thereby pursuant to the terms hereof
or (4) any loss, liability, claim or expense incurred by reason of any breach on the part of the Trustee, the Certificate
Administrator or the Tax Administrator of any of their respective representations, warranties or covenants contained herein or
any willful misconduct, bad faith, fraud or negligence in the performance of, or negligent disregard of, the Trustee’s,
the Certificate Administrator’s or the Tax Administrator’s obligations and duties hereunder.


 






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(c)          The Master Servicer and the Special Servicer each shall indemnify the Trust, the Trustee, the Custodian, the Certificate
Administrator and the Tax Administrator (each in their respective capacity as such and in their individual capacity), and each
Serviced Pari Passu Companion Loan Holder, for and hold each of them harmless against any loss, liability, claim or expense that
is a result of the Master Servicer’s or the Special Servicer’s, as the case may be, negligent acts or omissions in
connection with this Agreement, including the negligent use by the Master Servicer or the Special Servicer, as the case may be,
of any powers of attorney delivered to it by the Trustee pursuant to the provisions hereof and the Mortgage Loans serviced by the
Master Servicer or the Special Servicer, as the case may be; provided that, if the Trustee, the Custodian, the Certificate
Administrator or the Tax Administrator has been reimbursed for such loss, liability, claim or expense pursuant to Section 8.05(b)
above, then the indemnity in favor of such Person provided for in this Section 8.05(c) with respect to such loss, liability,
claim or expense shall be for the benefit of the Trust. For the purposes of this paragraph, the Master Servicer or Special Servicer
will be deemed not to have committed negligent acts or omissions in connection with this Agreement if the Master Servicer or Special
Servicer, as applicable, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer or Special Servicer,
as applicable, in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or
potentially would result in an Adverse REMIC Event (for which determination, the Master Servicer and the Special Servicer shall
be entitled to rely on advice of counsel, the cost of which shall be reimbursed as an Additional Trust Fund Expense).


 


(d)          Each of the Trustee, the Custodian, the Certificate Administrator and the Tax Administrator shall indemnify each
of the Trust, the Master Servicer and the Special Servicer and each other (each in their respective capacity as such and in their
individual capacity) and each Serviced Pari Passu Companion Loan Holder for and hold each of them harmless against any loss, liability,
claim or expense that is a result of the Trustee’s, the Certificate Administrator’s, the Custodian’s or the Tax
Administrator’s, as the case may be, negligent acts or omissions in connection with this Agreement; provided that
if such indemnified person has been reimbursed for such loss, liability, claim or expense pursuant to Section 6.03
or Section 8.05(b), as the case may be, then the indemnity in favor of such Person otherwise provided for in this Section 8.05(d)
with respect to such loss, liability, claim or expense shall be for the benefit of the Trust.


 





(e)          The Certificate Administrator shall indemnify and hold harmless the Depositor, each Mortgage Loan Seller, each Underwriter
and each Serviced Pari Passu Companion Loan Holder 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, each Mortgage Loan
Seller, each Underwriter or any of their respective Affiliates that arise out of or are based upon (i) a breach by the Certificate
Administrator, in its capacity as Rule 17g-5 Information Provider, 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 Rule 17g-5 Information Provider,
in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.


 


(f)           This Section 8.05 shall survive the termination of this Agreement or the resignation or removal of the
Trustee, the Certificate Administrator, the Tax Administrator, the


 






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Master Servicer or the Special Servicer as regards rights and
obligations prior to such termination, resignation or removal.


 


Section
8.06      Eligibility
Requirements for the Trustee, the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate
Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or
association that: (i) is organized and doing business under the laws of the United States of America or any State
thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers;
(ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by
federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the
Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case
may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or 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 the combined capital and surplus of such corporation, bank, trust company or
association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so
published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the
Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to
the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of
Certificates as to which it would otherwise be available. Furthermore, the Certificate Administrator, the Tax Administrator
and the Trustee shall at all times maintain a short-term unsecured debt rating of at least “F1” by Fitch and
“P-1” by Moody’s (or, in the case of either such Rating Agency, such lower rating as is the subject of a
Rating Agency Confirmation by such Rating Agency and Morningstar and, if applicable, an analogous rating agency confirmation
from each Pari Passu Companion Loan Rating Agency) and a long-term unsecured debt rating of at least “A-” by
Fitch and “A2” by Moody’s (if it has a short-term unsecured debt rating of at least “P-1” by
Moody’s), provided that the Trustee may maintain a long-term unsecured debt rating of “Baa2” by
Moody’s and a short-term unsecured debt rating of “P-2” by Moody’s if the Master Servicer maintains a
long-term unsecured debt rating of at least “A2” by Moody’s (or such lower rating as is the subject of a
Rating Agency Confirmation by such Rating Agency and Morningstar) (provided that this proviso shall not impose on the Master
Servicer any obligation to maintain such rating). In case at any time the Trustee, the Certificate Administrator or the Tax
Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the
Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect
specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal
banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer and
their respective Affiliates; provided that none of (i) the Depositor, (ii) any Person involved in the organization or
operation of the Depositor or the Trust, (iii) the Master Servicer or Special Servicer (except during any period when the
Trustee has assumed the duties of the Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02),
(iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.


 


Section
8.07      Resignation
and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator
and the


 






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Tax
Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written
notice thereof to the other such parties, the Depositor, the Master Servicer, the Special Servicer, the Rule 17g-5 Information
Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c))
and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee,
certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06
by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator
or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the
case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor.
If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and
have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee,
Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment
of a successor trustee, certificate administrator or tax administrator, as the case may be.


 


(b)          If
at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or
the Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator
or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the
Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax
Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of
Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each
applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the
requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax
Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the
case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate
Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate
administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties
hereto and to the Certificateholders by the Depositor.


 


(c)           The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate
Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case
may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set
of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator,
as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the
Certificate Administrator in connection with the transfer of its duties (or the Mortgage Files, with respect to the Certificate
Administrator) to a successor trustee or certificate administrator


 






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following
the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall
be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor,
such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate Administrator. A copy of such
instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed.


 


(d)           Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment
of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of
this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate
administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor
trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria
set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator,
as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating
agency confirmation from each Pari Passu Companion Loan Rating Agency).


 


(e)           Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or
upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure
that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) 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) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor,
as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee
for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series
2015-C31”), or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator
is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Mortgage Note has been lost, a lost note
affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the
same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded
as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee
for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series
2015-C31”), or in blank, and such successor shall review the documents delivered to it or 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. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above
to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the
Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii)
of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the Master Servicer or
the Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period (other than with respect to
a related Excluded Loan), with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation
Period, after consultation with the Subordinate Class Representative


 






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 (other than with respect to a related Excluded Loan)
and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor.


 


(f)           Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor
Trustee or successor Certificate Administrator, (i) deliver to the Depositor and each Other Depositor, if applicable, the
Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in
its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification
agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator,
as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers,
and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation
the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the
failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor
Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor
Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and
(B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information
regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged
omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate
Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading.


 


(g)          The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all
reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with
the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and
expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator)
and related information, records and reports to the successor).




 


Section
8.08      Successor
Trustee, Certificate Administrator and Tax Administrator. (a) Any successor trustee, certificate administrator or tax administrator
appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer,
the Special Servicer and its predecessor trustee, certificate administrator or tax administrator, as the case may be, an instrument
accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee, certificate administrator
or tax administrator, as the case may be, shall become effective and such successor trustee, certificate administrator or tax administrator,
as the case may be, 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, certificate administrator
or tax administrator herein. If the Trustee is being replaced, the predecessor trustee shall deliver to the successor trustee all
Mortgage Files and related documents and statements


 






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held
by it hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian, which Custodian 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, certificate administrator or tax administrator shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee, certificate administrator or tax administrator,
as the case may be, shall be eligible under the provisions of Section 8.06.


 


(c)          Upon acceptance of appointment by a successor trustee, certificate administrator or tax administrator as provided
in this Section 8.08, such successor trustee, certificate administrator or tax administrator, as the case may be, shall
provide notice of the succession of such trustee, certificate administrator or tax administrator hereunder to the Depositor, the
Certificate Administrator (who shall promptly mail such notice to the Certificateholders), the Rule 17g-5 Information Provider
(who shall post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c))
and the other parties hereto.


 


Section
8.09      Merger
or Consolidation of the Trustee, the Certificate Administrator or the Tax Administrator. Any entity into which the Trustee,
Certificate Administrator or Tax Administrator may be merged or converted or with which it may be consolidated or any entity resulting
from any merger, conversion or consolidation to which the Trustee, Certificate Administrator or Tax Administrator shall be a party,
or any entity succeeding to the corporate trust business of the Trustee, Certificate Administrator or Tax Administrator, shall
be the successor of the Trustee, Certificate Administrator or Tax Administrator, as the case may be, hereunder, provided such entity
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.


 


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 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 Fund, 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 in respect of the Master Servicer 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, 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.


 



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(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 when acting as the Master Servicer or
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 Fund 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.


 


Section
8.11      Appointment
of Custodian. The Certificate Administrator is hereby appointed as Custodian hereunder. The Custodian shall be subject to
the same standards of care, limitations on liability and rights to indemnity as the Trustee and the Certificate
Administrator, and the provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05(b), 8.05(c), 8.05(d) and 8.05(e)
shall apply to the Custodian to the same extent that they apply to the Trustee. The Custodian may at any time resign by
giving at least thirty (30) days’ advance written notice of resignation to the Certificate Administrator, the
Trustee, the Master Servicer, the Special Servicer and the Depositor. The resigning Custodian shall be required to pay
all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in
connection with the resignation of the Custodian and the transfer of its duties (including, but not limited to, reasonable
out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files and related
information, records and reports to the successor). The Custodian shall comply with the requirements for Trustees set forth
in Section 8.06 and shall have in place a fidelity bond and errors and omissions policy, each in such form and
amount as is customarily required of custodians acting on behalf of Freddie Mac or Fannie Mae (or shall self-insure, to the
extent that the Custodian is otherwise permitted to self-


 






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insure by Fannie Mae and Freddie Mac). The Custodian may be removed by the Holders of Certificates entitled to more than
50% of the Voting Rights in a manner consistent with the provisions of Section 8.07 (to the extent applicable).


 


With respect to
each Designated Non-Trust-Serviced Pooled Mortgage Loan for which copies of documents contemplated by clauses (ii)-(xx)
of the definition of “Mortgage File” are not delivered to the Custodian pursuant to clause (C) of the proviso
to such definition: (A) the Custodian represents and warrants to each other party hereto and for the benefit of the Certificateholders,
that as of the Closing Date it acts as the related Non-Trust Custodian for such Designated Non-Trust-Serviced Pooled Mortgage Loan;
and (B) (i) 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-Trust-Serviced Pooled Mortgage Loan(s) as if such copies were required
to be delivered and included in the Mortgage File and as if the related Non-Trust Custodian’s receipt of the documents contained
in the “mortgage file” delivered under the related Non-Trust Pooling and Servicing Agreement constituted delivery of
those same documents to the Custodian under this Agreement, (ii) the Custodian shall not resign as the related Non-Trust Custodian
without giving at least thirty (30) days’ advance written notice of resignation to each other party hereto, and (iii) if
for any reason the Custodian shall resign as Custodian hereunder pursuant to this Section 8.11 or resign as the related
Non-Trust Custodian or shall otherwise no longer act as Custodian hereunder or as the related Non-Trust Custodian, the Custodian
shall include copies of the documents contemplated by such clauses (ii)-(xx) of the definition of “Mortgage File”
in the Mortgage File for such Non-Trust-Serviced Pooled Mortgage Loan that shall be maintained by it or any successor custodian
hereunder.


 


Section
8.12      Access to Certain
Information. (a) The Certificate Administrator, Trustee and the Custodian shall each afford to the Depositor, the Underwriters,
the Trust Advisor, the Master Servicer, the Special Servicer, the Subordinate Class Representative and the Majority Subordinate
Certificateholder, and to each Serviced Pari Passu Companion Loan Holder that is a Privileged Person, and to the OTS, the FDIC
and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate
Owner, access to any documentation regarding the Mortgage Loans or the other assets of the Trust Fund (or, in the case of a Serviced
Pari Passu Companion Loan Holder that is a Privileged Person, any documentation regarding the related Serviced Loan Combination
or any related REO Property) that are in its possession or within its control. Such access shall be afforded without charge but
only upon reasonable prior written request and during normal business hours at the offices of the Trustee or the Custodian, as
the case may be, designated by it.


 


(b)          The Certificate Administrator shall make available to any Privileged Person (except as described below, and
provided that the Prospectus Supplement, the Distribution Date Statements, this Agreement and the “SEC filings” shall
be made available to the general public) the following items via the Certificate Administrator’s Website, in each case to
the extent such items are prepared by the Certificate Administrator or are delivered to the Certificate Administrator in electronic
format via electronic mail in accordance with Section 12.06:


 






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(i)        the following documents, which shall be made available under a tab or heading designated “deal documents”:


 


(A)      the Prospectus, the Private Placement Memorandum and any other disclosure document relating to the 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, each Mortgage Loan Purchase Agreement and any amendments and exhibits hereto;


 


(C)       the CREFC® Loan Setup File prepared by the Master Servicer and delivered to the Certificate Administrator;


 


(ii)       the following documents, which shall be made available under a tab or heading designated “SEC filings”:


 


(A)      each report on Form 10-D, Form 10-K or Form 8-K that has been filed by the Certificate Administrator
with respect to the Trust through the EDGAR system (within one Business Day of filing);


 


(iii)      the following documents, which shall be made available under a tab or heading designated “periodic reports”:


 


(A)      the Distribution Date Statements pursuant to Section 4.02(a);


 


(B)       the CREFC® reports (other than the CREFC® Loan Setup File) prepared by, or delivered
to, the Certificate Administrator, together with any information or documentation attached thereto or provided therewith pursuant
to Section 3.12, Section 4.02(c), Section 4.02(d), Section 4.02(e) and Section 4.02(f);


 


(C)       each Trust Advisor Annual Report;


 


(iv)      the following documents, which shall be made available under a tab or heading designated “additional documents”:


 


(A)      summaries of Final Asset Status Reports pursuant to Section 3.24(a);


 


(B)       inspection reports pursuant to Section 3.12(a); and


 


(C)       Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;


 






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(v)       the following documents, which shall be made available under a tab or heading designated “special notices”:


 


(A)      notice of final distribution on the Certificates pursuant to Section 9.01;


 


(B)       notice of termination of the Master Servicer and/or the Special Servicer under Section 7.02;


 


(C)       notice of a Servicer Termination Event with respect to the Master Servicer or the Special Servicer pursuant to Section 7.01;


 


(D)      notice of the resignation of any party to this Agreement and notice of the acceptance of appointment to such party,
to the extent such notice is prepared or received by the Certificate Administrator pursuant to Section 3.23, Section 3.28(r),
Section 5.07(c), Section 6.04, Section 8.06, Section 8.07 or Section 8.11;


 


(E)       Officer’s Certificates supporting the determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance pursuant to Section 3.11(h) or Section 4.03(c);


 


(F)       any Special Notice by a Certificateholder that wishes to communicate with others, pursuant to this Agreement;


 


(G)      any assessment of compliance delivered to the Certificate Administrator pursuant to Section 11.13;


 


(H)      any attestation reports delivered to the Certificate Administrator pursuant to Section 11.13;


 


(I)        any reports delivered to the Certificate Administrator by the Trust Advisor in connection with its review of the
Special Servicer’s net present value and Appraisal Reduction Amount calculations pursuant to Section 3.28(d)
and Section 3.28(e);


 


(J)       any
recommendation received by the Certificate Administrator from the Trust Advisor for the termination of the Special Servicer
during any period when the Trust Advisor is entitled to make such a recommendation, and any direction of the requisite
percentage of the Certificateholders to terminate the Special Servicer in response to such recommendation, pursuant to Section 6.05(c);


 


(K)      any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the
termination of the Special Servicer during any period when such Certificateholders are entitled to make such a proposal, and any
direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such proposal,
pursuant to Section 6.05(b); and


 






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(L)       any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the
termination of the Trust Advisor, and any direction of the requisite percentage of the Certificateholders to terminate the Trust
Advisor in response to such proposal, pursuant to pursuant to Section 3.28(n);


 


(vi)      the Investor Q&A Forum, which shall be made available under a tab or heading designated “Investor Q&A
Forum”, pursuant to Section 8.12(d); and


 


(vii)     the Investor Registry (solely to Certificateholders and Certificate Owners), which shall be made available under
a tab or heading designated “Investor Registry”, pursuant to Section 8.12(e).


 


Notwithstanding
anything to the contrary in this Section 8.12, all Excluded Information shall be made available under a separate tab or
heading designated “Excluded Information” (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than Excluded Controlling Class Holders (subject to Section 4.02(a)(iv)).


 


In lieu of the tabs
or headings otherwise described above, the Certificate Administrator shall be authorized to use such other headings and labels
as it may reasonably determine from time to time.


 


The Certificate
Administrator shall not restrict access by the Special Servicer to the Certificate Administrator’s Website with respect to
any information related to any Mortgage Loan including any Excluded Special Servicer Loan.


 


The Certificate
Administrator shall make available at its offices, during normal business hours, for review by any Privileged Person who certifies
to the Certificate Administrator substantially in the form of Exhibit K-1A or Exhibit K-1B hereto (other than
a Rating Agency or NRSRO), originals or copies of, among other things, the following items (to the extent such items are in its
possession) (except to the extent not permitted by applicable law or under any of the related Mortgage Loan Documents):


 


(A)      any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property
as to which the environmental testing revealed environmental issues;


 


(B)      the most recent annual (or more frequent, if available) operating statements, rent rolls (to the extent such rent
rolls have been made available by the related Borrower) and/or lease summaries and retail “sales information,” if any,
collected by or on behalf of the Master Servicer or the Special Servicer with respect to each Mortgaged Property;


 


(C)      the Mortgage Files, including any and all modifications, waivers and amendments of the terms of a Mortgage Loan or
Serviced Loan Combination


 






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entered into or consented by the Master Servicer and/or the Special Servicer and delivered to the Certificate
Administrator;


 


(D)      any other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A;
and


 


(E)       each of the documents made available by the Certificate Administrator via the Certificate Administrator’s Website
pursuant to this subsection (b).


 


The Rating Agencies
and NRSROs shall be afforded access to the Investor Q&A Forum but shall not be afforded a means to submit questions on the
Investor Q&A Forum. The Rating Agencies and NRSROs shall not be afforded access to the Investor Registry.


 


The Depositor, hereby
authorizes the Certificate Administrator to make available to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Markit Group
Limited, Interactive Data Corp., BlackRock Financial Management, Inc., CMBS.com, Inc., Thomson Reuters Corporation and/or such
other vendor chosen by the Depositor, provided that such Person submits to the Certificate Administrator a certification
in the form of Exhibit Q to this Agreement, all the Distribution Date Statements, CREFC® reports and
supplemental notices delivered or made available pursuant to this Section 8.12(b) to Privileged Persons; provided,
further, that the Certificate Administrator shall not have such authority to the extent such disclosure would violate another
provision of this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including,
without limitation, any Privileged Information).


 


(c)           The Rule 17g-5 Information Provider shall make available to the Rating Agencies, the Depositor and to NRSROs
the following items by means of the Rule 17g-5 Information Provider’s Website, provided such items have been delivered
to the Rule 17g-5 Information Provider by means of electronic mail in accordance with Section 12.06 (or by such
other electronic means suitable for posting as shall be established or approved by the Rule 17g-5 Information Provider or
as may be necessary or beneficial, in each case as designated in writing to the Master Servicer, Special Servicer, Certificate
Administrator and Trustee) with “WFCM 2015-C31” included in the subject line of such electronic mail and with a brief
identification of such information in the body of such electronic mail:


 


(A)      Asset Status Reports pursuant to Section 3.24;


 


(B)      environmental reports pursuant to Section 3.09(c);


 


(C)      Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;


 


(D)      any assessments of compliance pursuant to Section 11.13;


 


(E)       any attestation reports pursuant to Section 11.13;


 






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(F)       any notice relating to the Special Servicer’s determination to take action under this Agreement without receiving
Rating Agency Confirmation pursuant to Section 3.27(a);


 


(G)      copies of requests or questions that were submitted by the Rating Agencies to the Master Servicer, the Special Servicer,
the Certificate Administrator or Trustee pursuant to Section 3.27;


 


(H)      any requests for Rating Agency Confirmation delivered to the Rule 17g-5 Information Provider pursuant to Section 3.27;


 


(I)        notice of any resignation of the Trustee or the acceptance of appointment by the successor Trustee or merger or consolidation
of the Trustee pursuant to Section 8.07;


 


(J)       notice of any resignation of the Certificate Administrator or the acceptance of appointment by the successor Certificate
Administrator or merger or consolidation of the Certificate Administrator pursuant to Section 8.07;


 


(K)      Officer’s Certificates supporting determinations relating to Nonrecoverable Advances and notices of a determination
to reimburse Nonrecoverable Advances from sources other than principal collections on the Mortgage Pool pursuant to Section 3.11(h)
and Section 4.03(c);


 


(L)       all notices of the occurrence of a Servicer Termination Event and any notice of the termination of the Master Servicer
or the Special Servicer pursuant to Section 7.01 and Section 7.02;


 


(M)     the Trust Advisor Annual Reports prepared by the Trust Advisor pursuant to Section 3.28(a);


 


(N)      certain responses or notices from the parties to this Agreement to information posted on the Certificate Administrator’s
Website;


 


(O)      any notice of an amendment of this Agreement to change the procedures related to Rule 17g-5 information pursuant
to Section 3.27(h);


 


(P)       any summary of oral communications with the Rating Agencies regarding any of the above written materials 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 Serviced Loan Combination, the related Mortgaged Properties, the related Borrowers or any other matters related
to this Agreement or the Intercreditor Agreements related to any Serviced Loan Combination, pursuant to Section 3.27(g);


 


(Q)      any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement;


 






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(R)       the Rating Agency Q&A Forum and Servicer Document Request Tool under Section 8.12(g); and


 


(S)       any Form ABS Due Diligence-15E received by the Rule 17g-5 Information Provider from a party to this Agreement or
directly from a Due Diligence Service Provider.


 


(d)          The Certificate Administrator shall make a question-and-answer forum (the “Investor Q&A Forum”)
available to Privileged Persons by means of the Certificate Administrator’s Website, where Certificateholders and Certificate
Owners may submit inquiries to the Certificate Administrator relating to the Distribution Date Statement, or to the Master Servicer
or the Special Servicer relating to servicing reports prepared by that party, the Serviced Mortgage Loans, Serviced Loan Combinations
or the related Mortgaged Properties, and where Privileged Persons may view previously submitted inquiries and related answers.
The Certificate Administrator will forward such inquiries to the appropriate person. The Certificate Administrator, the Master
Servicer or the Special Servicer, as applicable, will be required to answer each inquiry, unless it determines that (i) answering
the inquiry would not be in the best interests of the Trust and/or the Certificateholders, (ii) answering the inquiry would
be in violation of applicable law or the Mortgage Loan Documents, (iii) answering the 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, or (iv) answering the inquiry is otherwise not advisable to answer, in which case the Certificate
Administrator shall not post such inquiry on the Investor Q&A Forum. The Certificate Administrator shall post the inquiries
and related answers on the Investor Q&A Forum, subject to the immediately preceding sentence and subject to and in accordance
with this Agreement; provided that posting the inquiries and related answers on the Investor Q&A Forum shall not require
a separate delivery of such inquiries and answers to the Rule 17g-5 Information Provider. In addition, no party will post
or otherwise disclose direct communications with the Subordinate Class Representative as part of its response to any inquiries.
The Investor Q&A Forum may not reflect questions, answers, and other communications which are not submitted through the Certificate
Administrator’s Website. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and will
not be deemed to be answers from any other person, including the Depositor and the Underwriters. None of the Underwriters, Depositor,
any of their respective Affiliates or any other Person will certify as to the accuracy of any of the information posted in the
Investor Q&A Forum, and no Person other than the respondent will have any responsibility or liability for the content of any
such information.


 


(e)           The Certificate Administrator shall make the “Investor Registry” available to any Certificateholder and
beneficial owner via the Certificate Administrator’s Website. Certificateholders and Certificate Owners may register on a
voluntary basis for the Investor Registry and obtain contact information for any other Certificateholder or beneficial owner that
has also registered, provided that they comply with the requirements provided for in the other provisions of this Agreement.


 


(f)           The Certificate Administrator’s Website shall initially be located at www.ctslink.com. Access shall be provided
by the Certificate Administrator to Privileged Persons. In connection with providing access to the Certificate Administrator’s
Website, the


 



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Certificate Administrator may require registration and the acceptance of a disclaimer. In the case of a Subordinate
Class Representative or a Subordinate Class Certificateholder that, in any such case, is an Excluded Controlling Class Holder,
such Person shall submit to the Certificate Administrator, the Master Servicer and the Special Servicer in physical form, investor
certifications in the form of Exhibit K-2B and Exhibit K-3A hereto, executed by the requesting Person and indicating
that such Person is an Excluded Controlling Class Holder and listing the related Excluded Controlling Class Loan(s). The Certificate
Administrator shall not be liable for the dissemination of information in accordance with the terms of this Agreement. The Certificate
Administrator shall make no representations or warranties as to the accuracy or completeness of such documents and shall assume
no responsibility for them. The Certificate Administrator shall not be deemed to have knowledge of any information posted on its
website solely by virtue of such posting. In addition, the Certificate Administrator may disclaim responsibility for any information
for which it is not the original source. The Certificate Administrator shall provide Privileged Persons with assistance in using
the Certificate Administrator’s Website if they call the Certificate Administrator’s customer service desk, initially
available at (866) 846-4526. Notwithstanding anything herein to the contrary, the Certificate Administrator shall not be liable
for any disclosure of information relating to an 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 an Excluded Controlling Class Loan.


 


Any Person
that is a Borrower, a manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Borrower shall be
entitled to access (a) the Distribution Date Statements, and the following items made available to the general public: the
Prospectus Supplement, this Agreement, the Mortgage Loan Purchase Agreements and the SEC filings on the Certificate
Administrator’s Website, and (b) in the case of the Subordinate Class Representative or a Subordinate Class
Certificateholder if any such Person is an Excluded Controlling Class Holder, and subject to the notice provisions below, all
information available on the Certificate Administrator’s Website, other than Excluded Information. In the case of the
Subordinate Class Representative or Subordinate Class Certificateholder that is not an Excluded Controlling Class Holder,
upon delivery of an investor certification substantially in the form of Exhibit K-1B hereto, such Person shall be
entitled to access all information on the Certificate Administrator’s Website including the Excluded Information. The
Master Servicer, Special Servicer, Certificate Administrator, Trustee and Trust Advisor may each rely on (i) an investor
certification in the form of Exhibit K-1B hereto from the Subordinate Class Representative or a Subordinate Class
Certificateholder, as applicable, to the effect that such Person is not an Excluded Controlling Class Holder or (ii) an
investor certification in the form of Exhibit K-2B or Exhibit K-3A hereto from the Subordinate
Class Representative or a Subordinate Class Certificateholder to the effect that such Person is an Excluded Controlling Class
Holder or Excluded Holder, as applicable, with respect to one or more Excluded Controlling Class Loan(s) or Excluded Loan(s),
as applicable.


 


In the event the Subordinate
Class Representative or a Subordinate Class Certificateholder becomes a Borrower Party, such party shall promptly notify each of
the Master Servicer, Special Servicer, Certificate Administrator, Trust Advisor and Trustee in writing substantially in the form
of Exhibit K-3A that such Person has become an Excluded Controlling


 



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Class Holder or Excluded Holder, as applicable, with
respect to the Excluded Controlling Class Loan(s) or Excluded Loan(s), as applicable, listed in such notice and shall also provide
the Certificate Administrator notice in physical form substantially in the form of Exhibit K-3B listing each CTSLink USER
ID associated with the Excluded Controlling Class Holder and directing the Certificate Administrator to restrict access to this
transaction for such users. Upon confirmation from the Certificate Administrator that such access has been restricted, the Excluded
Controlling Class Holder shall submit a new investor certification substantially in the form of Exhibit K-2B to access the
information on the Certificate Administrator’s Website, except that such party shall not be entitled to any Excluded Information
related to the applicable Excluded Controlling Class Loan(s) made available on the Certificate Administrator’s Website. Notwithstanding
anything herein to the contrary, each of the Master Servicer, the Special Servicer and the Certificate Administrator shall be entitled
to conclusively assume that the Subordinate Class Representative and Subordinate Class Certificateholders are not Excluded Controlling
Class Holders except to the extent that the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable,
has received notice substantially in the form of Exhibit K-3A from such Person that it has become an Excluded Controlling
Class Holder or Excluded Holder, as applicable. None of the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trust Advisor shall be liable for any communication to any Excluded Controlling Class Holder or disclosure of information
relating to a related Excluded Controlling Class Loan (including, in the case of any Excluded Information delivered to the Certificate
Administrator for posting to the Certificate Administrator’s Website) if the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trust Advisor, as applicable, did not receive prior written notice that the related Mortgage Loan is an Excluded
Controlling Class Loan and/or, with respect to Excluded Information on the Certificate Administrator’s Website, such information
was not delivered to the Certificate Administrator in accordance with Section 3.29. Each of the Master Servicer, the Special
Servicer and the Certificate Administrator shall be entitled to conclusively rely on delivery from the Subordinate Class Representative
or a Subordinate Class Certificateholder, as applicable, of an investor certification substantially in the form of Exhibit K-1B
that such Subordinate Class Representative or Subordinate Class Certificateholder, as applicable, is no longer an Excluded Controlling
Class Holder.


 


(g)          The
Rule 17g-5 Information Provider shall make available, only to Rating Agencies and NRSROs, a rating agency
question-and-answer forum and document request tool (the “Rating Agency Q&A Forum and Servicer Document Request
Tool”), which shall be a service available on the Rule 17g-5 Information Provider’s Website, where
Rating Agencies and NRSROs may (i) submit questions to the Certificate Administrator relating to the Distribution Date
Statement, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports
prepared by such parties, the Serviced Mortgage Loans or the related Mortgaged Properties (collectively, “Rating
Agency Inquiries”), and (ii) view Rating Agency Inquiries that have been previously submitted and answered,
together with the answers thereto. In addition, the Rating Agencies and NRSROs shall be afforded a means to use a form to
submit requests for loan-level reports and information. Upon receipt of a Rating Agency Inquiry, the Rule 17g-5
Information Provider shall forward such Rating Agency Inquiry by electronic mail to the Certificate Administrator, the Master
Servicer or the Special Servicer, as applicable, in each case within a commercially reasonable period of time following
receipt thereof and indicating that such question was received from a Rating Agency or an NRSRO. Following receipt of a
Rating Agency Inquiry, the Certificate Administrator, the Master Servicer or the Special


 






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Servicer, as
applicable, unless it determines not to answer such Rating Agency Inquiry as described below, shall respond to such Rating
Agency Inquiry by electronic mail to the Rule 17g-5 Information Provider and shall have no obligation to respond
separately to such Rating Agency Inquiry. The Rule 17g-5 Information Provider shall post (within a commercially
reasonable period of time following preparation or receipt of such answer, as the case may be) such Rating Agency Inquiry and
the related answer (or reports, as applicable) to the Rule 17g-5 Information Provider’s Website. Any reports
posted by the Rule 17g-5 Information Provider in response to an inquiry may be posted on a page accessible by a link on
the Rule 17g-5 Information Provider’s Website. The Certificate Administrator, the Master Servicer and the Special
Servicer shall have no obligation to answer such Rating Agency Inquiry if such party determines, in its respective sole
discretion, that (i) answering such Rating Agency Inquiry would be in violation of applicable law, the Servicing
Standard, this Agreement or the applicable Mortgage Loan Documents, (ii) answering such Rating Agency Inquiry would or
is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product or
(iii)(A) answering such 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, in which case it shall not be
required to answer such Rating Agency Inquiry. If the Certificate Administrator, the Master Servicer or the Special Servicer
so determines not to answer a Rating Agency Inquiry, such party shall promptly notify the Rule 17g-5 Information
Provider by reply electronic mail of such determination identifying which of clause (i), (ii) or (iii) of
the immediately preceding sentence is the basis of such determination. Thereafter, the Rule 17g-5 Information Provider
shall post such Rating Agency Inquiry, together with a statement of the reason such Rating Agency Inquiry was not answered.
Answers posted on the Rating Agency Q&A Forum and Servicer Document Request Tool shall 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 shall certify to any of the information posted in the Rating Agency Q&A Forum and Servicer
Document Request Tool and no such party shall have any responsibility or liability for the content of any such information.
The Rule 17g-5 Information Provider shall not be held liable for any failure by any other Person to answer any Rating
Agency Inquiry. The Rule 17g-5 Information Provider shall not be required to post to the Rule 17g-5
Information Provider’s Website any Rating Agency Inquiry or answer thereto that the Certificate Administrator
determines, in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Servicer
Document Request Tool shall not present questions, answers and other communications that are not submitted by means of the
Rule 17g-5 Information Provider’s Website.


 


(h)          The Rule 17g-5 Information Provider’s Website shall initially be located within the Certificate Administrator’s
Website, under the “NRSRO” tab on the page relating to this transaction. Access to the Rule 17g-5 Information
Provider’s Website shall be provided by the Rule 17g-5 Information Provider to the Rating Agencies and to NRSROs upon
receipt by the Rule 17g-5 Information Provider of an NRSRO Certification in the form attached to this Agreement, which form
shall also be located on and submitted electronically by means of the


 






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Certificate
Administrator’s Website. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information
in accordance with the terms of this Agreement. The Rule 17g-5 Information Provider shall make no representations or warranties
as to the accuracy or completeness of any information being made available and shall assume no responsibility for same. The Certificate
Administrator shall not be deemed to have knowledge of any information posted on its website solely by virtue of posting by the
Rule 17g-5 Information Provider. In addition, each of the Certificate Administrator and the Rule 17g-5 Information Provider
may disclaim responsibility for any information for which it is not the original source. Certificateholders shall not be afforded
access to the Rule 17g-5 Information Provider’s Website.


 


(i)           None of the Trustee, the Custodian or the Certificate Administrator shall be liable for providing or disseminating
information in accordance with the terms of this Agreement or at the direction of the Depositor; provided that this provision
shall not protect the Trustee, the Custodian or the Certificate Administrator against any liability to the Trust or the Certificateholders
against any expense or liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the
performance of such party’s obligations or duties hereunder, or by reason of reckless disregard of such obligations and duties.


 


Section
8.13       Cooperation
Under Applicable Banking Law. In order to comply with 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
Banking Law”), each of the Trustee, the Certificate Administrator and the Master Servicer are required to obtain, verify
and record certain information relating to individuals and entities which maintain a business relationship with the Trustee, the
Certificate Administrator and the Master Servicer. Accordingly, each of the other parties agrees to provide to the Trustee, the
Certificate Administrator and the Master Servicer upon their reasonable request from time to time such identifying information
and documentation as may be reasonably available for such party in order to enable the Trustee, the Certificate Administrator and
the Master Servicer to comply with Applicable Banking Law.


 


Article
IX



TERMINATION


 


Section
9.01       Termination
Upon Repurchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the
respective obligations and responsibilities under this Agreement of the parties hereto (other than the obligations of the
Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth) shall terminate upon
payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator on behalf
of the Trustee and required hereunder to be so paid on the Distribution Date following the earlier to occur of: (i) the
purchase by any single Subordinate Class Certificateholder or group of Subordinate Class Certificateholders, the
Master Servicer or the Special Servicer (whose respective rights to effect such a purchase shall be subject to the priorities
and conditions set forth in subsection (b)) of all Mortgage Loans and each REO Property (or, in the case of any
REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property)
remaining in the Trust Fund at a price (the “Termination Price”) equal to (A) the aggregate Purchase
Price of all


 






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the Mortgage Loans
remaining in the Trust Fund (exclusive of any REO Mortgage Loan(s)), plus (B) the appraised value of each REO Property
(or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such
REO Property), if any, included in the Trust Fund, such appraisal for such REO Property to be conducted by a Qualified Appraiser
selected by the Special Servicer and approved by the Certificate Administrator and the Master Servicer, minus (C) if
the purchaser is the Master Servicer or the Special Servicer, the aggregate amount of unreimbursed Advances made by such Person,
together with any unpaid Advance Interest in respect of such unreimbursed Advances and any unpaid servicing compensation payable
to such Person (which items shall be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as
the case may be, in connection with such purchase); (ii) the exchange by the Sole Certificateholder(s) of all the Certificates
for all Mortgage Loans and each REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the
beneficial interest of the Trust Fund in such REO Property) remaining in the Trust Fund with the written consent of the Master
Servicer in its sole discretion; and (iii) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or REO Property remaining in the Trust Fund; provided that in no event shall the Trust 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’s, living on the date hereof.


(b)          
Any single Subordinate Class Certificateholder or group of Subordinate Class Certificateholders, the Master
Servicer or the Special Servicer, in that order of preference (as set forth more fully below), may at its option elect to purchase
all the Mortgage Loans and each REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the
beneficial interest of the Trust Fund in such REO Property) remaining in the Trust Fund as contemplated by clause (i)
of Section 9.01(a) by giving written notice to the other parties hereto (and, in the case of an election by the Master
Servicer or the Special Servicer, to the Holders of the Subordinate Class) no later than sixty (60) days prior to the anticipated
date of purchase; provided that:


(A)          
the aggregate Stated Principal Balance of the Mortgage Pool at the time of such election is 1.0% or less of the
Cut-off Date Pool Balance;


 


(B)          
within thirty (30) days after written notice of such election is so given, no Person with a higher right of
priority to make such an election does so; and


 


(C)          
if more than one Subordinate Class Certificateholder or group of Subordinate Class Certificateholders
desire to purchase all of the Mortgage Loans and any REO Properties remaining in the Trust Fund, preference shall be given to
the Subordinate Class Certificateholder or group of Subordinate Class Certificateholders with the largest Percentage
Interest in the Subordinate Class.


 


If the Trust is
to be terminated in connection with the purchase of all the Mortgage Loans and each REO Property (or, in the case of any REO Property
related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in the






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Trust
Fund by any Subordinate Class Certificateholder(s), the Master Servicer or the Special Servicer, such Person(s) shall: (i) deposit,
or deliver to the Master Servicer for deposit, in the Collection Account (after the Determination Date, and prior to the Master
Servicer Remittance Date relating to the anticipated Final Distribution Date) an amount in immediately available funds equal to
the Termination Price; and (ii) shall reimburse all of the parties hereto (other than itself, if applicable) for all reasonable
out-of-pocket costs and expenses incurred by such parties in connection with such purchase. On the Master Servicer Remittance Date
for the Final Distribution Date, the Master Servicer shall transfer to the Distribution Account all amounts required to be transferred
by it to such account on the Master Servicer Remittance Date from the Collection Account pursuant to 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 deposits and reimbursements have been made, the Custodian shall release or cause to be released to the purchasing
party (or its designee) the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and
other instruments furnished to it by the purchasing party as shall be necessary to effectuate transfer of the remaining Mortgage
Loans and REO Properties to the purchasing party (or its designee).


Following the
date on which the aggregate Certificate Principal Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and
Class D Certificates and the Class A-S, Class B and Class C Regular Interests is reduced to zero, the Sole
Certificateholder(s) shall have the right to exchange all of the Certificates for all of the Mortgage Loans and each REO
Property or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust
Fund in such REO Property, remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of
exchange. If the Sole Certificateholder(s) elect(s) to exchange all of the Certificates for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund in accordance with the preceding sentence, such Sole Certificateholder(s), not
later than the Business Day prior to 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 then due and owing to
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Tax Administrator and/or the
Trustee hereunder (and their respective agents) that may be withdrawn from the Collection Account, pursuant to Section 3.05(a),
or that may be withdrawn from the Distribution Account, pursuant to Section 3.05(b), but only to the extent that
such amounts are not already on deposit in the Collection Account. In addition, the Master Servicer shall transfer to the
Distribution Account all amounts required to be transferred by it to such account on the Master Servicer Remittance Date from
the Collection Account pursuant to the first paragraph of Section 3.04(b). Upon confirmation that such final
deposits have been made and following the surrender of all the Certificates on the Final Distribution Date, the Trustee shall
release or cause to be released to the Sole Certificateholder(s) (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(s) as shall be necessary to effectuate transfer of the remaining Mortgage Loans and REO Properties to the
Sole Certificateholder(s) (or any designee thereof). For federal income tax purposes, such surrender and release shall be
treated as a purchase of such Mortgage Loans and REO Properties for an amount of cash equal to all amounts due in respect
thereof after the distribution of amounts remaining in the Distribution Account, and a crediting of such amounts as a final
distribution on all remaining REMIC I






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Regular
Interests, REMIC II Regular Interests, Regular Certificates and the Class A-S Regular Interest, Class B Regular
Interest and Class C Regular Interest.


 


(c)          
Notice of any termination shall be given promptly by the Certificate Administrator by letter to Certificateholders
posted to the Certificate Administrator’s Website and mailed (x) if such notice is given in connection with the purchase
of all the Mortgage Loans and each REO Property remaining in the Trust Fund by the Master Servicer, the Special Servicer and/or
any Subordinate Class Certificateholder(s), 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 and (y) otherwise during the month of
such final distribution on or before the Master Servicer Remittance Date in such month, in any event specifying (i) the Distribution
Date upon which the Trust Fund will terminate and final payment on the Certificates will be made, (ii) the amount of any such
final payment in respect of each Class of Certificates 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 office or agency of
the Certificate Administrator therein designated. The Certificate Administrator shall give such notice to the other parties hereto
at the time such notice is given to Certificateholders.


(d)           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 such
Certificateholder’s Percentage Interest of that portion of the amounts on deposit in the Distribution Account that is
allocable to payments on the relevant Class in accordance with Section 4.01. Any funds not distributed to any
Holder or Holders of Certificates of any Class on the Final 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 9.01 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 reasonable 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 former Holder on any amount held in trust hereunder. If by the second anniversary of the delivery
of such second notice, all of the Certificates shall not have been surrendered for cancellation, then, subject to applicable
escheat laws, the Certificate Administrator shall distribute to the Class R Certificateholders all unclaimed funds and
other assets which remain subject hereto.


 


Section
9.02     Additional
Termination Requirements. (a) If any Subordinate Class Certificateholder(s), the Master Servicer, and/or the Special Servicer
purchase(s), or the Sole Certificateholder(s) exchange(s) all of the Certificates for, all the Mortgage Loans and each REO Property
(or, in the case of any REO Property related to any Serviced Loan Combination,






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the
beneficial interest of the Trust Fund in such REO Property) remaining in the Trust Fund as provided in Section 9.01
above, the Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless the
purchasing party obtains at its own expense and delivers to the Trustee and the Certificate Administrator an Opinion of Counsel,
addressed to the Trustee and the Certificate Administrator, to the effect that the failure of the Trust to comply with the requirements
of this Section 9.02 will not result in an Adverse REMIC Event with respect to any REMIC Pool:


 


(i)        the Certificate Administrator shall specify the first day in the 90-day liquidation period in a statement attached
to the final Tax Return for each REMIC Pool, pursuant to Treasury Regulations Section 1.860F-1 and shall satisfy all requirements
of a qualified liquidation under Section 860F of the Code and any regulations thereunder (as evidenced by an Opinion of Counsel
to such effect delivered on behalf and at the expense of the purchasing party);


(ii)      during
such 90-day liquidation period and at or prior to the time of making the final payment on the Certificates, the Certificate Administrator
shall sell or otherwise transfer all the Mortgage Loans and each REO Property remaining in the Trust Fund to the Master Servicer,
the Special Servicer, the applicable Subordinate Class Certificateholder(s) or the Sole Certificateholder(s), as the case
may be, in exchange for cash and/or Certificates in accordance with Section 9.01; and


(iii)     at
the time of the final payment on the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed
or credited, to the Holders of the Certificates in accordance with Section 4.01 all remaining cash on hand (other
than cash retained to meet claims), and each REMIC Pool shall terminate at that time.


(b)        
By their acceptance of Certificates, the Holders of the Certificates hereby authorize the Trustee, the Certificate
Administrator and the Tax Administrator to prepare and adopt, on behalf of the Trust, a plan of complete liquidation of each REMIC
Pool in the form of the notice of termination provided for in Section 9.01(c) and in accordance with the terms and
conditions of this Agreement, which authorization shall be binding upon all successor Certificateholders.



Article
X



ADDITIONAL TAX PROVISIONS


Section
10.01      REMIC Administration.
(a) The Tax Administrator shall elect to treat each REMIC Pool as a REMIC under the Code and, if necessary, under Applicable State
Law. Each such election will be made on IRS Form 1066 or other appropriate federal tax or information return or any appropriate
state Tax Returns for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The Tax
Administrator shall (i) prepare or cause to be prepared, (ii) submit to the Trustee for execution (and the Trustee shall
timely execute and return to the Tax Administrator) and (iii) file each such IRS Form 1066, other






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appropriate federal
tax or information return or appropriate state Tax Return pursuant to subsection (c) below.


(b)         
The Holder of Certificates evidencing the largest Percentage Interest in the Class R Certificates is hereby
designated as the Tax Matters Person of each REMIC Pool and, in such capacity, shall be responsible to act on behalf of such REMIC
Pool in relation to any tax matter or controversy, to represent such REMIC Pool in any administrative or judicial proceeding relating
to an examination or audit by any governmental taxing authority, to request an administrative adjustment as to any taxable year
of such REMIC Pool, to enter into settlement agreements with any governmental taxing agency with respect to such REMIC Pool, to
extend any statute of limitations relating to any tax item of such REMIC Pool and otherwise to act on behalf of such REMIC Pool
in relation to any tax matter or controversy involving such REMIC Pool; provided that the Tax Administrator is hereby irrevocably
appointed and agrees to act (in consultation with the Tax Matters Person for each REMIC Pool) as agent and attorney-in-fact for
the Tax Matters Person for each REMIC Pool in the performance of its duties as such. The legal expenses and costs of any action
described in this Section 10.01(b) and any liability resulting therefrom shall be expenses, costs and liabilities of
the Trust payable out of amounts on deposit in the Distribution Account as provided by Section 3.05(b) unless such
legal expenses and costs are incurred by reason of a Tax Matters Person’s or the Tax Administrator’s misfeasance, bad
faith or negligence in the performance of, or such Person’s reckless disregard of, its obligations or are expressly provided
by this Agreement to be borne by any party hereto.


(c)         
The Tax Administrator shall (i) prepare or cause to be prepared, (ii) submit to the Trustee for execution
(and the Trustee shall timely execute and return to the Tax Administrator), and (iii) timely file all of, the Tax Returns
in respect of each REMIC Pool (other than Tax Returns required to be filed by the Master Servicer pursuant to Section 3.09(g)).
The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor.


(d)         
The Tax Administrator shall perform on behalf of each REMIC Pool all reporting and other tax compliance duties that
are the responsibility of such REMIC Pool under the Code, the REMIC Provisions or other compliance guidance issued by the IRS
or any state or local taxing authority. Included among such duties, the Tax Administrator shall provide: (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 a Class R
Certificate to any Person who is not a Permitted Transferee; (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 as required); and (iii) to the IRS, the name, title, address and telephone number of the Person who will serve
as the representative of each REMIC Pool.


(e)          
The Trustee and the Tax Administrator shall take such action and shall cause each REMIC Pool to take such action
as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions (and the other parties hereto
shall assist them, to the extent reasonably requested by the Trustee or the Tax Administrator), to the extent that the Trustee
or the Tax Administrator, as applicable, has actual knowledge that any particular action is required; provided that the
Trustee and the Tax Administrator shall be deemed to have knowledge of






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relevant tax laws. The Trustee or the Tax Administrator,
as applicable, shall not knowingly take or fail to take any action, or cause any REMIC Pool to take or fail to take any action
that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event in respect
of any REMIC Pool, unless the Trustee or the Tax Administrator, as applicable, has received an Opinion of Counsel to the effect
that the contemplated action or non-action, as the case may be, will not result in an Adverse REMIC Event. None of the other parties
hereto shall take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Tax Administrator,
as applicable, 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. In addition, prior to taking any action with respect to any REMIC Pool or the assets thereof,
or causing any REMIC Pool to take any action, which is not contemplated by the terms of this Agreement, each of the other parties
hereto will consult with the Tax Administrator, in writing, with respect to whether such action could cause an Adverse REMIC Event
to occur, and no such other party shall take any such action or cause any REMIC Pool to take any such action as to which the Tax
Administrator has advised it in writing that an Adverse REMIC Event could occur. The Tax 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 permitted by this
Agreement (and in no event by the Trust Fund or the Tax Administrator).


(f)           If
any tax is imposed on any REMIC Pool, including “prohibited transactions” taxes as defined in
Section 860F(a)(2) of the Code, any tax on “net income from foreclosure property” as defined in
Section 860G(c) of the Code, any taxes on contributions to any REMIC Pool after the Startup Day pursuant to
Section 860G(d) of the Code, and any other tax imposed by the Code or any applicable provisions of state or local tax
laws (other than any tax permitted to be incurred by the Special Servicer pursuant to Section 3.17(a)), then such
tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be
charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations
under Article IV, Article VIII or this Section 10.01 (which breach constitutes
negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results
from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII
or this Section 10.01 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII
or this Section 10.01 (which breach constitutes negligence, bad faith or willful misconduct); (iv) the
Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III
or this Section 10.01 (which breach constitutes negligence, bad faith or willful misconduct); (v) the
Special Servicer, if such tax arises out of or results from a breach by the Special Servicer of any of its obligations under Article III
or this Section 10.01 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the
Trust, out of the Trust Fund, in all other instances. Consistent with the foregoing, any tax permitted to be incurred by the
Special Servicer pursuant to Section 3.17(a) shall be charged to and paid by the Trust. Any such amounts payable
by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account.


(g)          
The Tax Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC
Pool on a calendar year and an accrual basis.






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(h)          
Following the Startup Day for each REMIC Pool, the Trustee shall not (except as contemplated by Section 2.03)
accept any contributions of assets to any REMIC Pool unless it shall have received an Opinion of Counsel (at the expense of the
party seeking to cause such contribution and in no event at the expense of the Trust Fund or the Trustee) to the effect that the
inclusion of such assets in such REMIC Pool will not result in an Adverse REMIC Event in respect of such REMIC Pool.


(i)           
None of the Master Servicer, the Special Servicer or the Trustee shall consent to or, to the extent it is within
the control of such Person, permit: (i) the sale or disposition of any Mortgage Loan (except in connection with (A) a
Breach or Document Defect regarding any Mortgage Loan, (B) the foreclosure, default or reasonably foreseeable material default
of a Mortgage Loan, including the sale or other disposition of a Mortgaged Property acquired by foreclosure, deed in lieu of foreclosure
or otherwise, (C) the bankruptcy of any REMIC Pool, or (D) the termination of the Trust pursuant to Article IX
of this Agreement); (ii) the sale or disposition of any investments in any Investment Account for gain; or (iii) the
acquisition of any assets for the Trust (other than a Mortgaged Property acquired through foreclosure, deed in lieu of foreclosure
or otherwise in respect of a Defaulted Mortgage Loan, other than a Replacement Mortgage Loan substituted for a Deleted Mortgage
Loan and other than Permitted Investments acquired in connection with the investment of funds in an Account or an interest in a
single-member limited liability company, as provided in Section 3.16); in any event unless it has received an Opinion
of Counsel (at the expense of the party seeking to cause such sale, disposition, or acquisition and in no event at the expense
of the Trust Fund or the Trustee) to the effect that such sale, disposition, or acquisition will not result in an Adverse REMIC
Event in respect of any REMIC Pool.


(j)           
Except as otherwise permitted by Section 3.17(a), none of the Master Servicer, the Special Servicer
or the Trustee shall enter into any arrangement by which any REMIC Pool will receive a fee or other compensation for services
or, to the extent it is within the control of such Person, permit any REMIC Pool 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. At all times as may be required by the Code, each of the respective parties hereto
(to the extent it is within its control) shall take necessary actions within the scope of its responsibilities as more specifically
set forth in this Agreement such that it does not cause substantially all of the assets of each REMIC Pool to fail to consist
of “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.



(k)          Within
thirty (30) days after the related Startup Day, the Tax Administrator shall obtain an identification number by filing IRS
Form SS-4 with the IRS for each REMIC Pool and prepare and file with the IRS, with respect to each REMIC Pool, IRS Form 8811
“Information Return for Real Estate Mortgage Investment Conduits (REMICs) and Issuers of Collateralized Debt Obligations”.


Section
10.02      Grantor Trust Administration.
(a) The Tax Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the
Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties
that are the responsibility of such Grantor Trust Pool






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under the Code or any compliance guidance issued by the IRS or any state
or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator.


(b)          The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust
Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or
any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary
expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise
provided in Section 10.02(e) or 10.02(f)).


(c)          The Tax 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 Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor
Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement
therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall
comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator
but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such
form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust
for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate.
Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable,
and to report on such Certificateholder’s fiscal year if other than the calendar year.


(d)          The
other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to
the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations
under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days
following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as
is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting
and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from
the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations.


(e)          
The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties
that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS
or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c).


(f)           
The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as
Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicer and the Special Servicer shall assist the
Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s,
the Master Servicer’s or the Special Servicer’s possession or control). None of the






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Tax Administrator, Master Servicer,
the Special Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or
fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could
result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense
of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to
refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result
in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or
not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or
obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act.
In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that
is not expressly permitted under the terms of this Agreement, the Master Servicer and the Special Servicer shall consult with the
Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to
occur. The Tax 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 permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator
or the Trustee.


(g)           If
any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws,
then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees),
shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of
its obligations under Article IV, Article VIII or this Section 10.02 (which breach
constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of
or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII
or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII
or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) the
Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III
or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) the
Special Servicer, if such tax arises out of or results from a breach by the Special Servicer of any of its obligations under Article III
or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the
Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid
by the Trustee out of amounts on deposit in the Distribution Account.


(h)          
The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations
to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator
on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a
timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, if the Tax Administrator
receives notice that any such Certificate is held through a nominee, the Tax Administrator will treat such nominee as the “middleman”
with respect to such certificate unless it has actual knowledge to the contrary or the Depositor






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provides the Tax Administrator
with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required
under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so,
and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable
for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary
to the first sentence of this paragraph or that the notice received with respect to any such Certificate as described above is
incorrect.


(i)           
The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual
method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under
no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available
WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing
subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


(j)           
The Tax 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 Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each
owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance
of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding
any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and
unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests.


(k)           To
the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate
website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the
Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax
Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been
received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP.
The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely
CUSIP information.


Section
10.03      The Depositor, the
Master Servicer, the Special Servicer and the Trustee to Cooperate with the Tax Administrator. (a) The Depositor shall provide
or cause to be provided to the Tax Administrator, within ten (10) days after the Closing Date, all information or data that
the Tax Administrator reasonably determines to be relevant for tax purposes as to the valuations and Issue Prices of the Certificates,
including the price, yield, prepayment assumption and projected cash flow of the Certificates.


(b)          Each of the Master Servicer and the Special Servicer shall furnish such reports, certifications and information in
its possession, and access to such books and records maintained






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thereby, as may relate to the Certificates or the Trust Fund and
as shall be reasonably requested by the Tax Administrator in order to enable it to perform its duties under this Article X.


(c)          The
Tax Administrator shall be responsible for obtaining a tax identification number for any REMIC or Grantor Trust specified herein,
and shall be responsible for the preparation of the related IRS Form W-9, if such form is requested. The Trustee shall be
entitled to rely on the information contained therein, and is hereby directed to execute such IRS Form W-9; provided, however,
the Tax Administrator shall also be directed to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS regulations.


Article
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


Section
11.01      Intent of the
Parties; Reasonableness. Except with respect to Section 11.09, Section 11.12, Section 11.14, Section 11.15, Section 11.16, Section 11.17
and Section 11.18, 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) with the provisions of Regulation AB and related rules
and regulations of the Commission. The Depositor, the Certificate Administrator, the Trustee, any Other Depositor and any
Other Trustee shall exercise its rights to request delivery of information or other performance under these provisions in
reasonable good faith, and shall not exercise any such rights for purposes other than compliance with the Dodd-Frank Act, the
Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission
thereunder. The parties to this Agreement 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 reasonable requests
made by the Depositor (or any Other Depositor or Other Trustee) or the Certificate Administrator in reasonable 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 this transaction
and any Other Securitization subject to Regulation AB, the Exchange Act or the Securities Act, subject to the preceding
sentence, each of the parties to this Agreement shall cooperate (and, in the case of the Master Servicer or Special Servicer,
shall cause any Sub-Servicer engaged by it (or, if such Sub-Servicer is a Designated Sub-Servicer, shall use commercially
reasonable efforts to cause such Sub-Servicer) to cooperate) fully with the Depositor and the Certificate Administrator and
any Other Depositor or Other Trustee of any Other Securitization subject to Regulation AB, the Exchange Act or the Securities
Act, deliver (or notify and make available) to the Depositor or the Certificate Administrator or any such Other Depositor or
Other Trustee (including any of their assignees or designees) (i) any and all information in its possession and
necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator or such Other Depositor
or Other Trustee, as applicable, to permit the Depositor or any such Other Depositor to comply in a timely manner with the
provisions of Regulation AB, the Exchange Act and the Securities Act and (ii) such disclosure relating to the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, as applicable, or the servicing of the Mortgage
Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor,
the Certificate Administrator or the related Other Depositor or the related Other Trustee, as applicable, in good






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faith to be necessary in order to effect such compliance. In addition, with respect to each Servicing Function Participant that
is a Designated Sub-Servicer of a party to this Agreement, such party shall use commercially reasonable efforts to cause such Designated
Sub-Servicer to deliver or make available to the Depositor or the Certificate Administrator and any such Other Depositor or Other
Trustee, as applicable, (including any of their assignees or designees) (i) any and all information in its possession and
necessary in the reasonable good faith determination of the Depositor or the Certificate Administrator or any such Other Depositor
or Other Trustee to permit the Depositor or any such Other Depositor to comply with the provisions of Regulation AB, the Exchange
Act and the Securities Act and (ii) such disclosure relating to the Servicing Function Participant or the Servicing of the
Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor
or the Certificate Administrator or the related Other Depositor or related Other Trustee, as applicable, in good faith 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 or the Certificate Administrator or the related Other Depositor or related Other Trustee,
as applicable, 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      Notification
Requirements and Deliveries in Connection with Securitization of a Serviced Pari Passu Companion Loan. (a) Any other
provision of this Article XI to the contrary notwithstanding, including, without limitation, any deadlines for
delivery set forth in this Article XI, in connection with the requirements contained in this Article XI
that provide for the delivery of information and other items to, and the cooperation with, the Other Depositor and Other
Trustee of any Other Securitization that is subject to Regulation AB, no party hereunder shall be obligated to provide any
such items to or cooperate with such Other Depositor or Other Trustee (i) unless it is required to deliver corresponding
information and other items with respect to the Trust or, in the reasonable good faith determination of an Other Depositor or
an Other Trustee, is necessary to permit the related Other Depositor to comply with the provisions of Regulation AB, the
Exchange Act and the Securities Act, (ii) until the Other Depositor or Other Trustee of such Other Securitization has
provided each party hereto with not less than 30 days’ written notice (which shall only be required to be
delivered once) stating that such Other Securitization is subject to Regulation AB and that the Other Securitization is
subject to Exchange Act reporting, and (iii) specifying in reasonable detail the information and other items requested
to be delivered; provided that if Exchange Act reporting is being requested, such Other Depositor or Other Trustee is
only required to provide a single written notice to such effect. Any reasonable cost and expense of the Master Servicer,
Special Servicer, Trust Advisor, Trustee and Certificate Administrator in cooperating with such Other Depositor or Other
Trustee of such Other Securitization (above and beyond their expressed duties hereunder) shall be the responsibility of such
Other Depositor or Other Securitization. The parties hereto shall have the right to confirm in good faith with the
Other Depositor of such Other Securitization as to whether Regulation AB requires the delivery of the items identified in
this Article XI to such Other Depositor and Other Trustee of such Other Securitization prior to






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providing any of
the reports or other information required to be delivered under this Article XI in connection therewith. Upon
such confirmation, the parties shall comply with the deadlines for delivery set forth in this Article XI with
respect to such Other Securitization. The parties hereunder shall also have the right to require that such Other Depositor
provide them with the contact details of such Other Depositor, Other Trustee and any other parties to the Other Pooling and
Servicing Agreement relating to such Other Securitization.


(b)          The Master Servicer and the Special Servicer shall, upon reasonable prior written request given in accordance with
the terms of Section 11.02(a) above, and subject to a right of the Master Servicer or the Special Servicer, as the
case may be, to review and approve such disclosure materials, permit a holder of a related Serviced Pari Passu Companion Loan to
use such party’s description contained in the Prospectus (updated as appropriate by the Master Servicer or the Special Servicer,
as applicable, at the cost of the Other Depositor) for inclusion in the disclosure materials relating to any securitization of
a Serviced Pari Passu Companion Loan.


(c)          The
Master Servicer and the Special Servicer, upon reasonable prior written request given in accordance with the terms of Section 11.02(a)
above, shall each timely provide (to the extent the reasonable cost thereof is paid or caused to be paid by the requesting
party as a condition precedent to the provision of any information or documentation) to the Other Depositor and any underwriters
with respect to any Other Securitization such opinion(s) of counsel, certifications, compliance letters and/or indemnification
agreement(s) with respect to the updated description referred to in Section 11.02(b) above with respect to such party,
substantially identical to those, if any, delivered by the Master Servicer or the Special Servicer, as the case may be, or their
respective counsel, in connection with the information concerning such party in the Prospectus and/or any other disclosure materials
relating to this Trust (updated as deemed appropriate by the Master Servicer or the Special Servicer, or their respective legal
counsel, as the case may be). Neither the Master Servicer nor the Special Servicer shall be obligated to deliver any such item
with respect to the securitization of a Serviced Pari Passu Companion Loan if it did not deliver a corresponding item with respect
to this Trust.


Section
11.03      Sub-Servicers;
Subcontractors and Agents. For so long as the Trust is subject to the reporting requirements of the Exchange Act, if any
Person appointed as a subcontractor or agent of the Master Servicer, the Special Servicer, the Trustee or the Certificate
Administrator (whether appointed directly by such party or by a Sub-Servicer or subcontractor or agent) would be a Servicing
Function Participant, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as the case
may be, shall promptly following request provide to the Depositor and the Certificate Administrator a written description (in
form and substance satisfactory to the Depositor) of the role and function of such Person, which description shall include
(i) the identity of such subcontractor, and (ii) which elements of the Servicing Criteria will be addressed in the
assessments of compliance to be provided by such subcontractor or agent. In addition, except with respect to any Designated
Sub-Servicer under a Sub-Servicing Agreement effective as of the Closing Date, for so long as the Trust is subject to the
reporting requirements of the Exchange Act, if any Sub-Servicer, or any subcontractor or agent described above, would be a
“servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in
Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, the engagement of such Person in such capacity shall not be
effective unless and until five (5) Business Days have elapsed following the delivery to the Depositor and
the Certificate Administrator of (1) notice of






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the proposed engagement and (2) the related agreement (or, if such
agreement is not of the type that is required to be filed under Regulation AB in the good faith judgment of the Depositor, an
instrument inuring to the direct benefit of the Depositor in which such Person affirms the rights of the Depositor
contemplated by the next succeeding paragraph). Such notice shall contain all information reasonably necessary, and in such
form as may be necessary, to enable the Certificate Administrator to accurately and timely report the event under
Item 6.02 of Form 8-K pursuant to Section 11.10 (if such reports under the Exchange Act are required to
be filed under the Exchange Act).


For so long as the
Trust is subject to the reporting requirements of the Exchange Act, each of the Master Servicer, the Special Servicer, the Certificate
Administrator and the Trustee, as applicable, shall (a) cause each such Sub-Servicing Agreement to entitle the Depositor to
terminate such agreement (without compensation, termination fee or the consent of any other Person) at any time following any failure
of such Person to deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation AB and
(b) promptly notify the Depositor following any failure of such Sub-Servicer to deliver any Exchange Act reporting items that
such Sub-Servicer is required to deliver under Regulation AB. The Depositor is hereby authorized to exercise the rights described
in clause (a) of the preceding sentence in its sole discretion. The rights of the Depositor to terminate a Sub-Servicing
Agreement as aforesaid shall not limit any right the Master Servicer, the Special Servicer, the Certificate Administrator or the
Trustee, as applicable, may have to terminate such Sub-Servicing Agreement.


Section
11.04      Information to
be Provided by the Master Servicer and the Special Servicer. (a) For so long as the Trust is subject to the reporting
requirements of the Exchange Act and for so long as any Other Securitization is subject to the reporting requirements of the
Exchange Act (in addition to any requirements contained in Section 11.10) in connection with the succession to
the Master Servicer, Special Servicer or any Servicing Function Participant (if such Servicing Function Participant is a
servicer as contemplated by Item 1108(a)(2) of Regulation AB) as servicer or Sub-Servicer under or as contemplated by
this Agreement or any related Other Pooling and Servicing Agreement by any Person (i) into which the Master Servicer,
Special Servicer or such Servicing Function Participant may be merged or consolidated, (ii) which may be appointed as a
sub-servicer (other than the appointment of a Designated Sub-Servicer) by the Master Servicer or Special Servicer, or
(iii) that is appointed as a successor Master Servicer or successor Special Servicer pursuant to Section 6.05
or Section 7.02, the Master Servicer, the Special Servicer, any Servicing Function Participant, the Subordinate
Class Representative, the Trustee or any other person who has the right to remove the Special Servicer under this
Agreement, as applicable (the Master Servicer, the Special Servicer or any Servicing Function Participant, as applicable,
with respect to the foregoing clauses (i) and (ii) and the successor Master Servicer, the successor
Special Servicer, the Subordinate Class Representative, the Trustee or any other person who has the right to remove the
Special Servicer under this Agreement, as applicable with respect to the foregoing clause (iii)) shall provide to
the Depositor and to any Other Depositor, at least five (5) Business Days prior to the effective date of such succession
or appointment as long as such disclosure prior to such effective date would not be violative of any applicable law or
confidentiality agreement, otherwise no later than the second Business Day after such effective date, but in no event
later than the time required pursuant to Section 11.10, (x) written notice to the Trustee, the Certificate
Administrator, the Trust Advisor and the Depositor (and any Other Trustee and Other






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Depositor) of such succession or
appointment and (y) in writing and in form and substance reasonably satisfactory to the Trustee, the Certificate
Administrator, the Trust Advisor and the Depositor (or any Other Trustee or Other Depositor), all information relating to
such successor reasonably requested by the Depositor (or such Other Depositor) so that it may comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to any Class of Certificates or Serviced Pari Passu Companion
Loan Securities.


Section
11.05      Information to be Provided
by the Trustee. For so long as the Trust is subject to the reporting requirements of the Exchange Act (in addition to any requirements
contained in Section 11.10) in connection with the succession to the Trustee as Trustee or co-trustee under this Agreement
by any Person (i) into which the Trustee may be merged or consolidated, (ii) which may be appointed as a co-trustee or
separate Trustee pursuant to Section 8.08, or (iii) that is appointed as a successor Trustee pursuant Section 8.10,
the Trustee (with respect to the foregoing clauses (i) and (ii)) or the successor Trustee (with respect to the
foregoing clause (iii)) shall provide to the Depositor and to any Other Depositor, at least 5 calendar days prior to
the effective date of such succession or appointment as long as such disclosure prior to such effective date would not be violative
of any applicable law or confidentiality agreement, otherwise immediately following such effective date, but in no event later
than the time required pursuant to Section 11.10, (x) written notice to the Depositor and Certificate Administrator,
and to any Other Depositor, of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory
to the Depositor and Certificate Administrator, and to any Other Depositor, all information reasonably requested by the Depositor
or Other Depositor, so that it may comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any
Class of Certificates or Serviced Pari Passu Companion Loan Securities.


Section
11.06      Filing
Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor and the
Trustee shall, and (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such
party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and (ii) with respect to any
other Servicing Function Participant, shall cause each such Servicing Function Participant (other than any party to this
Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably
cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other Depositor) in connection with
the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good
faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange
Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on
behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any
due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate
Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the
timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor),
as applicable).


Each party hereto
shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer,
derivative provider or






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“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)          [Reserved].


(c)          [Reserved].


Section
11.07      Form 10-D Filings.
Within 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 and the rules and regulations of
the Commission thereunder, in form and substance as required by the Exchange Act and such rules and regulations. A duly authorized
representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. 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 paragraph immediately below, be reported by the parties set forth on Schedule V and directed
to the Certificate Administrator and the Depositor for approval by the Depositor. The Certificate Administrator will have no duty
or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than such Additional
Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction
and approval after the date hereof.


For so long
as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization is
subject to the reporting requirements of the Exchange Act, within five (5) calendar days after the related Distribution
Date, (i) the parties listed on Schedule V 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 or
Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or
Responsible Officer, as the case may be, thereof has actual knowledge (other than Item 1117 of Regulation AB as to such
party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any
lawyer in the in-house legal department of such party), in EDGAR-Compatible Format (to the extent available to such party in
such format), or in such other format as otherwise agreed upon by the Certificate Administrator and the Depositor (or such
Other Trustee and Other Depositor) and such party, the form and substance of the Additional Form 10-D Disclosure
described on Schedule V applicable to such party, (ii) the parties listed on Schedule V hereto
shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached
hereto as Exhibit R and (iii) the Certificate Administrator shall, at any time prior to filing the related
Form 10-D, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an
event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the
applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will 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; provided that if the Certificate Administrator does not receive a response from the Depositor by
such time the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-D Disclosure. Other
than to the extent provided for in clause (iii) above, the





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Certificate Administrator has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Schedule V of their duties under this paragraph or proactively solicit or procure
from such parties any Additional Form 10-D Disclosure information. Any reasonable fees assessed and any expenses incurred
by the Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant
to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund
Expense.


After preparing
the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for
review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such
copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business
Day prior to the filing 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 no later than the 2nd Business Day prior to the filing,
a duly authorized representative 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 to follow by overnight mail) to the Certificate Administrator. The Certificate
Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.17, not later than
(i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such
other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such
Form 10-D. 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 will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate
Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website
a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. 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 10-D is contingent upon such parties (and any Additional Servicer or Servicing
Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.07.
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 10-D 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 10-D, not resulting from its own negligence, bad faith or willful misconduct.



The Certificate
Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) concerning
all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualifying Substitute Mortgage
Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G
filed pursuant to Rule 15Ga-1 by the Depositor and each Mortgage Loan Seller, if applicable, and the Commission’s assigned
“Central Index Key” for each such filer, (iii) an itemized listing of any Disclosable Special Servicer Fees received
by the Special Servicer or any of its Affiliates during the related Collection Period, and (iv) the balance of the Distribution
Account as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and each Mortgage
Loan Seller, in accordance with, and to the extent contemplated by, Section 5(h) of the applicable Mortgage Loan Purchase
Agreement, shall






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deliver such information to the Certificate Administrator. The Certificate Administrator and the Depositor shall
be entitled together to determine the manner of the presentation of such information (including the dates as of which information
is presented) in accordance with applicable laws and regulations.


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 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 90 days.”
The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during
the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall
notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution
Date during any year in which the Trust is required to file a Form 10-D if the answer to the questions should be “no”;
provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization
contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect
to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified
by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence,
the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months)
from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period.
The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-D.


Section
11.08      Form 10-K Filings.
Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act
(the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of
each year), commencing in 2016, 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 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 each applicable Certifying Servicer, as required under Section 11.12;



(ii)          (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer,
as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance
with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure
identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing
criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report
is not included and an explanation as to why such report is not included;






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(iii)         (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14,
and (B) if any registered public accounting firm attestation report required under Section 11.14 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 as to why such report is not included; and


(iv)         a Sarbanes-Oxley Certification as required under Section 11.09.


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 third following paragraph, be reported by the
applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other
Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other
Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to
be reported by it as set forth on Schedule VI) absent such reporting and approval.


Not later than the
end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this
Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice
of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal
year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be
in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of
any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement.


With respect
to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file
a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect
to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name
and address of any new party to this Agreement and (ii) the Master Servicer or the Special Servicer, as applicable,
shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than
a Designated Sub-Servicer) engaged by the Master Servicer or the Special Servicer, as applicable, including the name and
address of any new Sub-Servicer.


For so long as the
Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by March 1st (with
a grace period through March 15th), commencing in March 2016 (i) the parties listed on Schedule VI
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 or the Special Servicer, as applicable) (and to any Other Trustee or Other Depositor),
to the extent a Servicing Officer or a Responsible






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Officer, as the case may be, thereof has actual knowledge (other than with respect
to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any
lawyer in the in-house legal department of such party), in EDGAR-Compatible Format (to the extent available to such party in such
format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the
form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and
include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R
and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice
to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which
it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business
on March 15th, 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; provided that if the Certificate Administrator does not receive
a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K
Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under
this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this
paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable
fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection
Account as an Additional Trust Fund Expense.


After
preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing
Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review
and approval. Within three Business Days after receipt of such copy, but no later than March 24th, 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. No later than 5:00 p.m., New York City time, on the 4th Business Day
prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of 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. The Certificate Administrator shall file such Form 10-K,
upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time)
on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator
mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on
Form 10-K is required to be filed by the Trust. 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 will follow the procedures set forth in Section 11.11(b).
After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make
available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by
the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.08 related to the timely preparation and filing of
Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all
applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator
shall have no liability with respect to






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any failure to properly prepare or file such Form 10-K resulting from the
Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare,
arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or
willful misconduct.


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 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 90 days.”
The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during
the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall
notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in
which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided
that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated
by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange
Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor;
provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor
may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from
the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The
Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.


Section
11.09      Sarbanes-Oxley
Certification. Each Form 10-K shall include a certification (the “Sarbanes-Oxley Certification”),
as set forth in Exhibit T attached hereto, required to be included therewith pursuant to the Sarbanes-Oxley Act.
Each Reporting Servicer shall provide, and (i) with respect to any Servicing Function Participant of such party that is
a Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other
Servicing Function Participant retained by such party, shall cause, each Servicing Function Participant (other than
(x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing
relationship with respect to the Mortgage Loans to, provide to the Person who signs the Sarbanes-Oxley Certification for the
Trust or any Other Securitization (the “Certifying Person”), by March 1st (with a
grace period through March 15th) of each year in which the Trust is subject to the reporting requirements
of the Exchange Act and of each year in which any Other Securitization is subject to the reporting requirements of the
Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit
S-1, S-2, S-3, S-4, S-5 or S-6, as applicable, upon which the Certifying Person, the
entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates
(collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer
in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying
Person 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. If any Reporting Servicer is terminated or resigns
pursuant to the terms of this Agreement, or any






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applicable Sub-Servicing Agreement or primary servicing agreement, as the
case may be, such Reporting Servicer shall provide a Performance Certification to the Certifying Person pursuant to this Section 11.09
with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary
servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a
Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to
it.


Notwithstanding
the foregoing, nothing in this Section 11.09 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 (other than a Sub-Servicer,
Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant
to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance
with such Reporting Servicer’s responsibilities 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.


Each Performance
Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual
compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing
criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided
pursuant to Section 11.14.


With respect to
any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator
shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a Sarbanes-Oxley back-up certification from
the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust
Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the
applicable Non-Trust Pooling and Servicing Agreement.


Section
11.10      Form 8-K
Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure under Form 8-K
(each a “Reportable Event”), to the extent it receives the Form 8-K Disclosure Information described
below, the Certificate Administrator shall, at the direction of the Depositor, prepare and file on behalf of the Trust any
Form 8-K required by the Exchange Act; 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 paragraph immediately below, be reported by the parties set forth on Schedule VII to which such
Reportable Event relates and such Form 8-K Disclosure Information shall be delivered to the Depositor and the
Certificate Administrator (and to any Other Depositor and Other Trustee) and approved by the Depositor. The Certificate
Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure
Information (other than such Form 8-K Disclosure Information which is to be reported by it as set forth on Schedule VII)
absent such reporting and approval.






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For so long as the
Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, the parties listed on Schedule VII
hereto shall, to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge, use
their commercially reasonable efforts to provide to the Depositor and the Certificate Administrator (and to any Other Depositor
and Other Trustee) within one (1) Business Day after the occurrence of the Reportable Event, but shall provide in no event
later than the end of business (New York City time) on the 2nd Business Day after the occurrence of the Reportable
Event, the form and substance of the Form 8-K Disclosure Information described on Schedule VII as applicable to
such party, in EDGAR-Compatible Format (to the extent available to such party in such format), or in such other format as otherwise
agreed upon by the Certificate Administrator and the Depositor (and such Other Trustee and Other Depositor) and such party and
accompanied by an Additional Disclosure Notification in the form attached hereto as Exhibit R. 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
by the end of business on the 2nd Business Day after the Reportable Event; provided that if the Certificate
Administrator does not receive a response from the Depositor by such time the Depositor will be deemed to have consented to such
Form 8-K Disclosure Information. The Certificate Administrator has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Schedule VII of their duties under this paragraph or proactively solicit or procure
from such parties any Form 8-K Disclosure Information; provided that to the extent that the Certificate Administrator
is notified of such Reportable Event and it does not receive the necessary Form 8–K Disclosure Information, it shall
notify the Depositor that it has not received such information and, provided, further, that the limitation on liability
provided by this sentence shall not be applicable if the Reportable Event relates to the Certificate Administrator or any party
that the Certificate Administrator has engaged to perform its obligations under this Agreement. Any reasonable fees assessed and
any expenses incurred by the Certificate Administrator in connection with including any Form 8-K Disclosure Information on
Form 8-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as
an Additional Trust Fund Expense.


After preparing
the Form 8-K, the Certificate Administrator shall, no later than the end of the Business Day (New York City time) on the
3rd Business Day after the Reportable Event, forward electronically a copy of the Form 8-K to the Depositor
for review and approval and the Depositor shall promptly notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to the Form 8-K. No later than noon on the 4th Business Day (New York City
time) after the Reportable Event, a duly authorized representative 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. The Certificate
Administrator shall file such Form 8-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m.
(New York City time) on the 4th Business Day following the reportable event or (ii) such other time as the
Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 8-K. 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 11.11(b). After filing with the Commission, the Certificate Administrator
will, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed
copy of each Form 8-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge




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that
the performance by the Certificate Administrator of its duties under this Section 11.10 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 11.10. 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 such Form 8-K,
where such failure results from the Certificate Administrator’s inability or failure to receive approved Form 8-K Disclosure
Information within the applicable timeframes set forth in this Section 11.10 and not resulting from the Certificate
Administrator’s own negligence, bad faith or willful misconduct (provided that to the extent that the Certificate
Administrator is notified of such Reportable Event and it does not receive the necessary Form 8–K Disclosure Information,
it will notify the Depositor that it has not received such information and further provided that the limitation on liability
provided by this sentence shall not be applicable if the Reportable Event relates to the Certificate Administrator or any party
that the Certificate Administrator has engaged to perform its obligations under this Agreement).


Section
11.11      Suspension of Exchange
Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports. (a) If at any time the Trust is permitted
to suspend its reporting obligations under the Exchange Act, on or before January 30 of the first year in which the Certificate
Administrator is able to do so under applicable law, the Depositor shall direct the Certificate Administrator to prepare and file
any form necessary to be filed with the Commission to suspend such reporting obligations and, to the extent required, the Depositor
shall sign such form. With respect to any reporting period occurring after the filing of such form, the obligations of the parties
to this Agreement under Section 11.01, Section 11.04, Section 11.07, Section 11.08,
Section 11.09 and Section 11.10 above shall be suspended. The Certificate Administrator shall provide prompt
notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Trust Advisor and the Mortgage Loan Sellers
that such form has been filed.


(b)          
If the Certificate Administrator is unable to timely file with the Commission all or any required portion of any
Form 8-K, Form 10-D or Form 10-K required to be filed by this Agreement because required disclosure information
either was not delivered to it or was delivered to it after the delivery deadlines set forth in this Agreement or for any other
reason, the Certificate Administrator shall promptly notify (which notice (which may be sent by fax or by email notwithstanding
the provisions of Section 12.05) shall include the identity of those Reporting Servicers who either did not deliver
such information or delivered such information to it after the delivery deadlines set forth in this Agreement) the Depositor and
each Reporting Servicer that failed to make such delivery. In the case of Form 10-D and Form 10-K, each such Reporting
Servicer shall cooperate with the Depositor and the Certificate Administrator to prepare and file a Form 12b-25 and a Form 10-D/A
and Form 10-K/A as applicable, pursuant to Rule 12b-25 under the Exchange Act. In the case of Form 8-K, the Certificate
Administrator shall, 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 Form 10-D that is required to be filed on behalf of the Trust.
If any previously filed Form 8-K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator shall
notify the Depositor and such other parties as needed and such parties shall cooperate to prepare any necessary Form 8-K/A,
Form 10-D/A or Form 10-K/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K
shall be signed by the Depositor. The parties to this Agreement 



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acknowledge that the performance by the Certificate Administrator
of its duties under this Section 11.11 related to the timely preparation and filing of a Form 12b-25 or any amendment
to Form 8-K, 10-D or 10-K is contingent upon the Master Servicer, the Special Servicer and the Depositor performing their
duties under this Section. 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 and/or timely file any such Form 12b-25 or any amendments to Forms 8-K,
Form 10-D or Form 10-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 12b-25
or any amendments to Form 8-K, Form 10-D or Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.


Section
11.12      Annual Compliance
Statements. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee (but only to the extent
set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing
Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying
Servicer”) shall and the Master Servicer and the Special Servicer shall (i) with respect to any Additional Servicer
or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause,
and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant
is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing
Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect
to the Mortgage Loans to, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of the Special
Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information
Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject
to a grace period through March 15th) of each year, commencing in 2016 (or, in the case of an Additional Servicer
or Servicing Function Participant with respect to the Special Servicer, such party shall provide such Officer’s Certificate
to the Special Servicer on or before March 1st (subject to a grace period through March 5th)),
an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities
during a reporting period consisting of 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 reporting
period thereof, or, if 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. The Certificate Administrator, shall prior to March 1st of
each year, commencing in 2016, contact the Trustee and inquire as to whether any Advance was required to be made by the Trustee
during the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be
required to deliver any compliance statement required by this Section 11.12(a) for such period.



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(b)          Promptly after receipt of each such Officer’s Certificate, the Depositor (and each Other Depositor) shall have
the right to review such Officer’s Certificate and, if applicable, consult with each Certifying Servicer, as applicable,
as to the nature of any failures by such Certifying Servicer, in the fulfillment of any of the Certifying Servicer’s obligations
hereunder or under the applicable sub-servicing agreement. None of the Certifying Servicers or any Additional Servicer or any Servicing
Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such Officer’s Certificate
until April 15, 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 in respect of the Trust for the preceding calendar year. The Depositor will provide such written notice
if such Form 10-K is not required. If any Certifying 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 Certifying Servicer shall provide
the Officer’s Certificate pursuant to this Section 11.12 with respect to the period of time it was subject to
this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be.


(c)          With
respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate
Administrator will use reasonable efforts to obtain, and upon receipt deliver to the Depositor, from the Non-Trust Master Servicer,
the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator an
Officer’s Certificate in form and substance similar to the Officer’s Certificate described in this Section 11.12
or such other form as is set forth in the applicable Non-Trust Pooling and Servicing Agreement.


Section
11.13      Annual Reports on
Assessment of Compliance with Servicing Criteria. By March 1st (subject to a grace period through March 15th)
of each year, commencing in March 2016, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer
has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor
and each Servicing Function Participant (each, a “Reporting Servicer”), each at its own expense, shall and
the Master Servicer and the Special Servicer shall (i) with respect to any Servicing Function Participant that is a Designated
Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function
Participant of such party, cause, by March 1st (subject to a grace period through March 15th)
each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-Servicer) with
which it has entered into a servicing relationship with respect to the Mortgage Loans to, furnish, each at its own expense, to
the Trustee, the Certificate Administrator, the Depositor (and to any Other Depositor and Other Trustee) and the Rule 17g-5
Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant
to Section 8.12(c) of this Agreement), a report on an assessment of compliance with the Relevant Servicing Criteria
with respect to commercial mortgage-backed securities transactions taken as a whole involving such party 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 11.08, including,
if there has been any material instance of 



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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.
Copies of all compliance reports delivered pursuant to this Section 11.13 shall be made available to any Privileged
Person by the Certificate Administrator pursuant to Section 8.12(b) of this Agreement and to any Rating Agency and
NRSRO by the Rule 17g-5 Information Provider pursuant to Section 8.12(c) of this Agreement.


No later than 10
Business Days after the end of each fiscal year for the Trust (and any Other Securitization) for which a Form 10-K is required
to be filed, the Master Servicer and the Special Servicer shall each forward to the Certificate Administrator and the Depositor
(and to any Other Depositor and any Other Trustee) the name and contact information of each Servicing Function Participant engaged
by it during such year or portion thereof (except with respect to any Designated Sub-Servicer) and what Relevant 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 Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and each Servicing Function
Participant submit their respective assessments by March 1st (subject to a grace period through March 15th),
as applicable, to the Certificate Administrator, each such party shall also at such time, if it has received the assessment (and
attestation pursuant to Section 11.14) of each Servicing Function Participant engaged by it, include such assessment
(and attestation) in its submission to the Certificate Administrator.


Promptly after
receipt of each such report on assessment of compliance, (i) the Depositor (and any Other Depositor) shall have the right
to review each such report and, if applicable, consult with the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Trustee, the Trust Advisor and any Servicing Function Participant as to the nature of any material instance
of noncompliance with the Relevant Servicing Criteria by such party, and (ii) the Certificate Administrator shall confirm
that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Schedule III
and notify the Depositor (and any Other Depositor) of any exceptions. None of the Master Servicer, the Special Servicer, the
Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or any Servicing Function Participant shall be required
to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in any given year so long as it has
received written confirmation from the Depositor (and any Other Depositor) that a Form 10-K is not required to be filed in
respect of the Trust (or, in the case of Serviced Pari Passu Companion Loan, the related Other Securitization that includes such
Serviced Pari Passu Companion Loan) for the preceding calendar year. The Depositor will provide such written notice if such Form 10-K is not required. If
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 the reports and statements pursuant to
this Section 11.13 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing
Agreement or primary servicing agreement, as the case may be.


The parties hereto
acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance
pursuant to this Section 11.13 by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Trust Advisor or the Custodian shall not, as a result of being so reported, in and of 


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itself, constitute a breach of such parties’
obligations or a Servicer Termination Event, as applicable, under this Agreement unless otherwise provided for in this Agreement.


With respect to
any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator
will use reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance
as described in this Section and an attestation as described in Section 11.14 from the Non-Trust Master Servicer, the
Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator and in
form and substance similar to the annual report on assessment of compliance described in this Section 11.13 and the
attestation described in Section 11.14 below.


Section
11.14      Annual Independent
Public Accountants’ Servicing Report. By March 1st (subject to a grace period through March 15th),
of each year, commencing in March 2016 (or, in the case of an Additional Servicer or Servicing Function Participant with respect
to the Special Servicer, such party shall provide such report to the Special Servicer on or before March 1st (subject
to a grace period through March 5th)), each Reporting Servicer, each at its own expense, shall cause, and each
Reporting Servicer, as applicable, shall (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer,
use commercially reasonable efforts to cause and (ii) with respect to any other Servicing Function Participant, cause, each
Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship
with respect to the Mortgage Loans, each at such Servicing Function Participant’s own expense, a registered public accounting
firm (which may also render other services to such Reporting Servicer or such 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, the Depositor, the Trust Advisor (in the case of the Special Servicer only) (and to any Other Depositor and Other
Trustee) and the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information
Provider’s Website pursuant to Section 8.12(c) of this Agreement), to the effect that (i) it has obtained
a representation regarding certain matters from the management of such Reporting Servicer, which includes an assessment from such
Reporting Servicer of its compliance with the Relevant Servicing Criteria in all material respects, 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 expressing an opinion as to whether such Reporting Servicer’s compliance with the Relevant Servicing Criteria was
fairly stated in all material respects, or it cannot express an overall opinion regarding such Reporting Servicer’s assessment
of compliance with the Relevant
Servicing Criteria. If 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. Such report must be available for general use and not contain restricted use language.


Promptly after receipt
of such report from each Reporting Servicer, (i) the Depositor shall have the right to review the report and, if applicable,
consult with the related Reporting Servicer as to the nature of any material instance of noncompliance by such Reporting Servicer
with the Servicing Criteria applicable to such person, as the case may be, in the fulfillment of any of such Reporting Servicer’s
obligations hereunder or under any applicable Sub-Servicing Agreement or primary servicing agreement, and (ii) the Certificate
Administrator shall confirm that each assessment submitted pursuant to Section 11.13 above is coupled with an attestation
meeting the 



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requirements of this Section and notify the Depositor and any Other Depositor of any exceptions. No Reporting Servicer
shall be required to deliver, or to endeavor to cause the delivery of, such reports until April 15 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 in respect of the
Trust for the preceding calendar year. The Depositor will provide such written notice if such Form 10-K is not required. If
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 the report pursuant to this Section 11.14
with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing
agreement, as the case may be.


Section
11.15      Exchange Act Reporting
Indemnification. Each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor and the
Trustee shall indemnify and hold harmless each Certification Party, the Depositor and any Other Depositor, their respective directors
and officers, and each other person who controls any such entity within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including
without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising
out of (i) the failure to perform its obligations to the Depositor or any Other Depositor or Certificate Administrator (or
any Other Trustee) under this Article XI by the time required after giving effect to any applicable grace period or
cure period or (ii) the failure of any Servicing Function Participant or Additional Servicer retained by it (other than a
Designated Sub-Servicer) to perform its obligations to the Depositor or any Other Depositor or Certificate Administrator or any
Other Trustee under this Article XI by the time required after giving effect to any applicable grace period and cure
period or (iii) any Deficient Exchange Act Deliverable regarding, and delivered by or on behalf of, such party.


In addition, each
of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Tax Administrator, the Custodian
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 any Other Depositor as necessary for the Depositor or Other
Depositor 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 regarding information (x) delivered by the Master
Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Tax Administrator, the Custodian, 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 party to prepare such information, which information is contained in a report filed by
the Depositor or Other Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s
or Other Depositor’s filing of such report, the Depositor or Other Depositor shall promptly provide to such Affected Reporting
Party any



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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 for inclusion in the Depositor’s or Other Depositor’s response to the
Commission, unless such Affected Reporting Party elects, with the consent of the Depositor or Other Depositor, as applicable (which
consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission and negotiate a response
and/or resolution with the Commission; provided, 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
paragraph. If such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such
response and/or resolution with the Commission in a timely manner; provided, that (i) such Affected Reporting Party shall
use reasonable efforts to keep the Depositor or Other Depositor informed of its progress with the Commission and copy the Depositor
or Other Depositor on all correspondence with the Commission and provide the Depositor or Other Depositor with the opportunity
to participate (at the Depositor’s or Other’s Depositor’s expense) in any telephone conferences and meetings
with the Commission and (ii) the Depositor or 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 with respect
to any comments from the Commission relating to such Affected Reporting Party and to notify the Commission of such authorization.
The Depositor (or Other Depositor) and the Affected Reporting Party shall cooperate and coordinate with one another with respect
to any requests made to the Commission for extension of time for submitting a response or compliance. All respective reasonable
out-of-pocket costs and expenses incurred by the Depositor or Other Depositor (including reasonable legal fees and expenses of
outside counsel to the Depositor or Other Depositor) in connection with the foregoing (other than those costs and expenses required
to be at the Depositor’s or Other Depositor’s expense as set forth above) and any amendments to any reports filed with
the Commission therewith shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice
from the Depositor or Other Depositor. Each of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator,
the Tax Administrator, the Custodian and the Trustee shall use commercially reasonable efforts to cause any Servicing Function
Participant or Additional Servicer retained by it to comply with the foregoing by inclusion of similar provisions (or by inclusion
of a reference to, and an obligation to comply with, this paragraph) in the related sub-servicing or similar agreement.


The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee and the Trust Advisor shall use commercially reasonable efforts
to cause each related Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans, to indemnify and hold harmless the Certification Parties from and against
any 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) a breach of its obligations to provide any of the annual compliance
statements or annual assessment of servicing criteria or attestation reports pursuant to this Agreement, or the applicable Sub-Servicing
Agreement or primary servicing agreement, as applicable or (ii) other than with respect to Designated Sub-Servicers, any Deficient
Exchange Act Deliverable regarding, and delivered by or on behalf of, such Servicing Function Participant.



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If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Trust Advisor, each Additional Servicer or other Servicing Function Participant
(the “Performing Party”) shall use commercially reasonable efforts to cause each Servicing Function Participant
(other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans,
to 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 this Article XI. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor and
the Trustee shall use commercially reasonable efforts to cause each related Servicing Function Participant (other than any party
to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to agree to the foregoing
indemnification and contribution obligations.


Promptly after
receipt by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify in writing the indemnifying party of the commencement thereof;
but the omission to so notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified
party under this Agreement except to the extent that such omission to notify materially prejudices the indemnifying party. In
case any such action is brought against any indemnified party, after the indemnifying party has been notified of the commencement
of such action, such indemnifying party shall be entitled to participate therein (at its own expense) and, to the extent that
it may wish, shall be entitled to assume the defense thereof (jointly with any other indemnifying party similarly notified) with
counsel reasonably satisfactory to such indemnified party (which approval shall not be unreasonably withheld or delayed), and
after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying
party shall not be liable to such indemnified party for any expenses subsequently incurred in connection with the defense thereof
other than reasonable costs of investigation. In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have agreed to the retention of such counsel, (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties
by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying
party fails, within a reasonable period of time, to designate counsel that is reasonably satisfactory to the indemnified party (which approval shall
not be unreasonably withheld or delayed). In no event shall the indemnifying parties be liable for fees and expenses of more than
one counsel (in addition to any local counsel) in any one jurisdiction separate from their own counsel for all indemnified parties
in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general
allegations or circumstances. An indemnifying party shall not be liable for any settlement of any proceeding effected without its
written consent. However, if settled with such consent, the indemnifying party shall indemnify the indemnified party from and against
any loss or liability by reason of such settlement to the extent that the indemnifying party is otherwise required to do so under
this Agreement. If an indemnifying 



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party assumes the defense of any proceeding, it shall be entitled to settle such proceeding
with the consent of the indemnified party (which consent shall not be unreasonably withheld or delayed) or, if such settlement
(i) provides for an unconditional release of the indemnified party in connection with all matters relating to the proceeding
that have been asserted against the indemnified party in such proceeding by the other parties to such settlement and (ii) does
not require an admission of fault by the indemnified party, without the consent of the indemnified party.


Section
11.16      Amendments. This
Article XI may be amended by the written consent of all the parties hereto pursuant to Section 12.01 for
purposes of complying with Regulation AB without, in each case, any Opinions of Counsel, Officer’s Certificates, Rating Agency
Confirmations or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided
that no such amendment shall eliminate the reports or statements required by Section 11.12, Section 11.13
or Section 11.14 without the receipt of a letter from each Rating Agency confirming that the elimination of such reports
and certificates will not result in a downgrade, qualification or withdrawal of the then-current rating of the Certificates.


Section
11.17      Exchange Act Report
Signatures; Delivery of Notices; Interpretation of Grace Periods. (a) Each Form 8-K report, Form 10-D report and
Form 10-K report shall be signed by the Depositor in accordance with procedures to be agreed upon by the Depositor and 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.


(b)          Notwithstanding
anything in Section 11.05 to the contrary, any notice required to be delivered to (i) the Depositor under this
Article XI shall be properly given if sent by facsimile to (212) 214-8970, Attention: A.J. Sfarra, with a copy
to (704) 715-2378, Attention: Jeff D. Blake, Esq. (or such other number as the Depositor may instruct) and/or by email to
anthony.sfarra@wellsfargo.com, with a copy to jeff.blake@wellsfargo.com (or such other email address as the Depositor may instruct)
and (ii) to the Certificate Administrator under this Article XI shall be properly given if sent by facsimile
to (410) 715-2380, Attention: SEC Notifications, or such other number as the Certificate Administrator may instruct and/or
by email to cts.sec.notifications@wellsfargo.com (or such other email address as the Certificate Administrator may instruct).


(c)          For
the avoidance of doubt:


(i)          
neither the Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to
either the last clause of the definition of Servicer Termination Event 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;



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(ii)          neither the Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to
either the last clause of the definition of Servicer Termination Event 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 is not required to file Exchange Act reports; and


(iii)        
neither the Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to
the last clause of the definition of Servicer Termination Event, nor shall any such party be deemed to not be in compliance under
this Agreement, in connection with any failure of a Servicing Function Participant, Sub-Servicing Entity, Sub-Servicer or Designated
Sub-Servicer that was hired or engaged by the other to deliver any Exchange Act reporting items that such Servicing Function Participant,
Sub-Servicing Entity, Sub-Servicer or Designated Sub-Servicer is required to deliver.


(d)          In the event the Certificate Administrator or the Depositor does not receive the assessment of compliance and/or
the attestation report with respect to any Servicing Function Participant, or with respect to any Servicing Function Participant
retained or engaged by a party hereto that is actually known by a Responsible Officer of the Certificate Administrator or the
Depositor, as the case may be, by March 15th of any year during which an annual report on Form 10-K
is required to be filed with the Commission with respect to the Trust, then the Certificate Administrator shall, and the Depositor
may, forward a Servicer Notice to such Servicing Function Participant or the party hereto that retained or engaged such Servicing
Function Participant, as the case may be, with a copy of such Servicer Notice to the Depositor (if the Certificate Administrator
is sending the Servicer Notice) or the Certificate Administrator (if the Depositor is sending the Servicer Notice), as applicable,
within two (2) Business Days of such failure. For the purposes of this Article XI and Section 7.01
of this Agreement, a “Servicer Notice” shall constitute either any writing forwarded to such party or, in the
case of the Master Servicer and the Special Servicer, notwithstanding the provisions of Section 12.05, e-mail notice
or fax notice which, in the case of an email transmission, shall be forwarded to all of the following e-mail addresses for the
applicable party: in the case of the Master Servicer, to the applicable email address as provided in Section 12.06,
and in the case of the Special Servicer, to the applicable e-mail address as provided in writing by the Special Servicer upon
request, or such other e-mail addresses as are provided in writing by the Master Servicer or the Special Servicer, as applicable,
to the Certificate Administrator and the Depositor (but any party to this Agreement (or someone acting on their behalf) shall only be required to forward any such notice to be delivered to the
Master Servicer to no more than three e-mail addresses in the aggregate in order to fulfill its notification requirements as set
forth in the preceding sentence and/or under the provisions of Section 7.01. Notwithstanding anything herein to the
contrary, the forwarding of a Servicer Notice shall not relieve the Master Servicer or Special Servicer of any liability under
Section 7.01(a)(xiii) for the failure of any Servicing Function Participant or Sub-Servicing Entity to deliver any
Exchange Act reporting items pursuant to this Article XI.


Section
11.18       Termination of the
Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor may terminate
the Certificate 



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Administrator upon five Business Days’ notice if the Certificate Administrator fails to comply with any of
its obligations under this Article XI; provided that (a) such termination shall not be effective until
a successor certificate administrator shall have accepted the appointment, (b) the Certificate Administrator may not be terminated
if it cannot perform its obligations due to its failure to properly prepare or file on a timely basis any Form 8-K, Form 10-K
or Form 10-D or any amendments to such forms or any Form 12b-25 where such failure results from the Certificate Administrator’s
inability or failure to receive, within the exact time frames set forth in this Agreement any information, approval, direction
or signature from any other party hereto needed to prepare, arrange for execution or file any such Form 8-K, Form 10-K
or Form 10-D or any amendments to such forms or any form 12b-25 not resulting from its own negligence, bad faith or willful
misconduct, (c) if, following the Certificate Administrator’s failure to comply with any of such obligations under Section 11.07,
Section 11.08, Section 11.10, Section 11.12, Section 11.13 or Section 11.14
on or prior to the dates and times by which such obligations are to be performed pursuant to, and as set forth in, such Sections
the Certificate Administrator subsequently complies with such obligations before the Depositor gives written notice to it that
it is terminated in accordance with this Section 11.18 and (d) the Certificate Administrator may not be terminated
if the Certificate Administrator’s failure to comply does not cause it to fail in its obligations to timely file the related
Form 8-K, Form 10-D or Form 10-K, as the case may be, by the related deadline for filing such Form 8-K, Form 10-D
or Form 10-K, then the Depositor shall cease to have the right to terminate the Certificate Administrator under this Section 11.18
on the date on which such Form 8-K, Form 10-D or Form 10-K is so filed.


Article
XII



MISCELLANEOUS PROVISIONS


Section
12.01      Amendment. (a)
This Agreement may be amended from time to time by the mutual agreement of the parties hereto, without the consent of any of the
Certificateholders or any of the Companion Loan Holders, (i) to cure any ambiguity, (ii) to correct, modify or supplement
any provision herein which may be inconsistent with any other provision herein or to correct any error, (iii) to cause the
provisions of this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus Supplement
(or, in the Private Placement Memorandum relating to the Non-Registered Certificates) made with respect to the Certificates, the
Trust or this Agreement, (iv) to make any other provisions with respect to matters or questions arising hereunder which shall
not be inconsistent with the then existing provisions hereof, (v) as evidenced by an Opinion of Counsel delivered to the
Trustee, the Master Servicer and the Special Servicer, to relax or eliminate (A) any requirement hereunder imposed by the REMIC Provisions
(if the REMIC Provisions are amended or clarified such that any such requirement may be relaxed or eliminated) or (B) any
transfer restriction imposed on the Certificates pursuant to Section 5.02(b) or Section 5.02(c) (if applicable
law is amended or clarified such that any such restriction may be relaxed or eliminated), (vi) as evidenced by an Opinion
of Counsel delivered to the Trustee, either (X) to comply with any requirements imposed by the Code or any successor or amendatory
statute or any temporary or final regulation, revenue ruling, revenue procedure or other written official announcement or interpretation
relating to federal income tax laws or any such proposed action which, if made effective, would apply retroactively to any REMIC
Pool or the Grantor Trust Pool at least from the effective date of such amendment, or (Y) to avoid the occurrence of a 



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prohibited
transaction or to reduce the incidence of any tax that would arise from any actions taken with respect to the operation of any
REMIC Pool or the Grantor Trust Pool, (vii) subject to Section 5.02(d)(iv), to modify, add to or eliminate any
of the provisions of Section 5.02(d)(i), Section 5.02(d)(ii) or Section 5.02(d)(iii), (viii) to
avoid an Adverse Rating Event with respect to any Class of Rated Certificates; (ix) for the purpose of amending the duties
and procedures by which the Rule 17g-5 Information Provider is bound or (x) in the event of a TIA Applicability Determination,
to modify, eliminate or add to the provisions of this Agreement to (A) such extent as shall be necessary to effect the qualification
of this Agreement under the TIA or under any similar federal statute hereafter enacted and to add to this Agreement such other
provisions as may be expressly required by the TIA, and (B) modify such other provisions as are necessary to conform this
Agreement and be consistent with the modifications made pursuant to the preceding clause (A); provided that:
(1) any such amendment for the specific purposes described in clause (iv), (vii) or (ix) above shall
not adversely affect in any material respect the interests of any Certificateholder or any third party beneficiary of this Agreement
or of any provision hereof, as evidenced by the Trustee’s and Certificate Administrator’s receipt of an Independent
Opinion of Counsel to that effect; (2) no such amendment may adversely affect any Serviced Pari Passu Companion Loan Holder
related to any Serviced Loan Combination then serviced and administered under this Agreement without the written consent of such
Serviced Pari Passu Companion Loan Holder; and (3) no such amendment may materially adversely affect the rights, or increase
the obligations, of any Mortgage Loan Seller under this Agreement or the related Mortgage Loan Purchase Agreement without the written
consent of such Mortgage Loan Seller.


This Agreement may
also be amended as provided in Section 3.27(h), subject to Section 12.01(c) and Section 12.01(g).


(b)          
This Agreement may also be amended from time to time by the mutual agreement of the parties hereto, with the consent
of (1) the Holders of Certificates entitled to not less than 66-2/3% of the Voting Rights allocated to each Class of Certificates
that is materially affected by the amendment and (2) any Serviced Pari Passu Companion Loan Holders materially affected by
the amendment, 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 or a Serviced Pari Passu Companion Loan Holder;
provided that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received
on the Certificates without the consent of each affected Certificateholder, or which are to be distributed to any Serviced Pari
Passu Companion Loan Holder without the consent of any Serviced Pari Passu Companion Loan Holder, (ii) reduce the aforesaid
percentage of the Voting Rights which are required to consent to any such amendment, without the consent of all the holders of
each Class of Certificates affected thereby, (iii) adversely affect the status of any REMIC Pool as a REMIC under the Code,
without the consent of 100% of the Certificateholders, (iv) adversely affect the status of the Grantor Trust Pool as a Grantor
Trust under the Code, without the consent of 100% of the Certificateholders of the Class of Certificates that evidences the entirety
of the interests in the related portion of the Grantor Trust Pool, (v) amend this Section 12.01 without the consent
of all the Holders of all Certificates of the Class(es) affected thereby and the consent of any Serviced Pari Passu Companion Loan
Holder if affected thereby, (vi) otherwise materially adversely affect any Class of Certificateholders without the consent
of all of the Certificateholders of that Class, (vii) materially adversely affect the holder of any Serviced Pari Passu Companion
Loan without the consent of such holder, or 



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(viii) materially adversely affect the rights, or increase the obligations, of
any Mortgage Loan Seller under this Agreement or the related Mortgage Loan Purchase Agreement without the written consent of such
Mortgage Loan Seller. The Trustee shall not agree to amend any Mortgage Loan Purchase Agreement in any manner that would adversely
affect in any material respect the interests of the Holders of any Class of Certificates, except with the consent of the Holders
of all Certificates of such Class. Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding
of consents pursuant to this Section 12.01, 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 the matters described above as they would if registered
in the name of any other Person.


In addition, this
Agreement shall not be amended in any manner that materially adversely affects any Serviced Pari Passu Companion Loan without the
consent of any related Serviced Pari Passu Companion Loan Holder.


(c)          
Notwithstanding any contrary provision of this Agreement, none of the Certificate Administrator, the Trustee, the
Master Servicer, the Special Servicer, or Trust Advisor shall consent to any amendment to this Agreement unless it shall first
have obtained or been furnished with an Opinion of Counsel to the effect that (i) neither such amendment nor the exercise
of any power granted to any party hereto in accordance with such amendment will result in an Adverse REMIC Event with respect to
any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool and (ii) such amendment is authorized
or permitted hereunder and all conditions precedent to such amendment have been met.


(d)          
At least five (5) Business Days prior to the execution of any proposed amendment by the parties hereto, the
party requesting such amendment shall provide notice of such amendment (together with a proposed draft of such amendment) to the
Rule 17g-5 Information Provider, who shall promptly post such materials to the Rule 17g-5 Information Provider’s
Website. Promptly after the execution and delivery of any amendment by all parties thereto, the Certificate Administrator shall
deliver a copy thereof to each Certificateholder and any Serviced Pari Passu Companion Loan Holder and shall notify the Rule 17g-5
Information Provider, who shall promptly post a copy of such amendment to the Rule 17g-5 Information Provider’s Website.


(e)          
It shall not be necessary for the consent of Certificateholders under this Section 12.01 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, execution and delivery thereof by Certificateholders shall
be subject to such reasonable regulations as the Trustee may prescribe.


(f)           The
Trustee and the Certificate Administrator each may but shall not be obligated to enter into any amendment pursuant to this Section 12.01
that affects its rights, duties and immunities under this Agreement or otherwise.


(g)          The
cost of any Opinion of Counsel to be delivered pursuant to Section 12.01(a) or Section 12.01(c) shall
be borne by the Person seeking the related amendment, except that if the Trustee requests any amendment of this Agreement that
it reasonably believes protects or is 



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in furtherance of the rights and interests of Certificateholders, the cost of any Opinion
of Counsel required in connection therewith pursuant to Section 12.01(a) or Section 12.01(c) shall be
payable out of the Distribution Account as an Additional Trust Fund Expense; provided, however, if such amendment
is requested by any other party for the benefit of Certificateholders as evidenced by an Officer’s Certificate to such effect
delivered by such requesting party, the expense of any related Opinion of Counsel shall be an expense of the Trust.


Section
12.02      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 Trustee at the expense of the Trust (payable out of the Distribution Account), but only if (i) the Master Servicer
or the Special Servicer, as applicable, determines in its reasonable good faith judgment, that such recordation materially and
beneficially affects the interests of the Certificateholders and so informs the Trustee in writing and (ii) the Subordinate
Class Representative consents.


(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 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.


Section
12.03      Limitation on Rights
of Certificateholders. (a) The death or incapacity of any Certificateholder or Companion Loan Holder shall not operate to terminate
this Agreement or the Trust, nor entitle such Certificateholder’s or Companion Loan Holder’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 or Companion Loan Holder 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 Fund, 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
and/or Companion Loan Holders from time to time as partners or members of an association; nor shall any Certificateholder or Companion
Loan Holder 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 or Companion Loan Holder shall have any right by virtue of any provision of this Agreement or
the Certificates to institute any suit, action or proceeding in equity or at law against any party hereto upon or under or with
respect to this Agreement or the Certificates, or any Borrower upon or under or with respect to any Mortgage Loan, unless such
Person previously shall have given to the Trustee a written notice of default hereunder, and of the continuance thereof, as hereinbefore
provided, and unless also (except in the case of a default 


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by the Trustee) the Holders of Certificates entitled to at least 25%
of the Voting Rights (in the case of a Certificateholder) or the related Companion Loan Holder(s), as the case may be, 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 reasonable indemnity satisfactory to it 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 indemnity,
shall have neglected or refused to institute any such action, suit or proceeding. 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 any other Holders of 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 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 12.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in equity.


Section
12.04      Governing Law; Consent
to Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE CERTIFICATES AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING
UNDER OR RELATED TO OR IN CONNECTION WITH THIS AGREEMENT OR THE CERTIFICATES, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION
AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. TO THE FULLEST EXTENT PERMITTED
UNDER APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY (I) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO
TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY
OR INDIRECTLY TO, OR ARISING DIRECTLY OR INDIRECTLY OUT OF, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND (II) SUBMITS
TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY WITH RESPECT
TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES.


Section
12.05      Notices. Any communications
provided for or permitted hereunder shall be in writing (including by facsimile) 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): (i) 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, with a copy to: Jeff D. Blake, Esq., Wells Fargo Law Department, D1053-300, 301 South College
St., Charlotte, North Carolina 28288; (ii) in the case of the Master Servicer, Wells Fargo Bank, National Association, Commercial
Mortgage Servicing, 1901 Harrison Street, Oakland, California 94612, Attention: WFCM 2015-C31 Asset Manager, facsimile number:
(866) 661-



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8969, and Wells Fargo Bank, National Association, Commercial Mortgage Servicing, MAC D1086-120, 550 South Tryon
Street, 14th Floor, Charlotte, North Carolina 28202, Attention: WFCM 2015-C31 Asset Manager, facsimile number:
(704) 715-0036, with a copy to Wells Fargo Bank, National Association, Legal Department, 301 S. College St., TW-30, Charlotte,
North Carolina 28288-0630, Attention: Commercial Mortgage Servicing Legal Support, Reference: WFCM 2015-C31; (iii) in the
case of the Special 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, facsimile number (913) 253-9001; (iv) in
the case of the Trust Advisor, Trimont Real Estate Advisors, LLC, 3424 Peachtree Road, NE, Suite 2200, Atlanta, Georgia 30326,
Attention: J. Gregory Winchester, facsimile number: (404) 420-5610, email: trustadvisor@trimontrea.com; 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; (v) in the case of the Certificate Registrar, Certificate Administrator, Tax Administrator
and Custodian, Wells Fargo Bank, National Association, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate
Trust Services WFCM 2015-C31; (vi) in the case of the Trustee, Wilmington Trust, National Association, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: CMBS Trustee: WFCM 2015-C31; (vi) in the case of any Mortgage Loan Seller, the address
for notices to such Mortgage Loan Seller, as applicable, under the related Mortgage Loan Purchase Agreement; and (viii) in
the case of the initial Subordinate Class Representative, Eightfold Real Estate Capital, L.P., 1111 Lincoln Road, Suite 802,
Miami Beach, Florida 33139, Attention: Brian A. Tageson (with a copy to btageson@eightfoldcapital.com); or as to each such Person
such other address and/or facsimile number 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 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 8.12(c) to the Rating Agencies at the address listed below,
promptly following the occurrence thereof; provided that such notice or other information is first provided to the Rule 17g-5
Information Provider in accordance with the procedures set forth in Section 8.12. In addition, the Trustee shall deliver
copies of any documents required to be delivered to the Rating Agencies under this Agreement to the Rating Agencies at the time
such documents are required to be delivered pursuant to this Agreement. The Master Servicer or the Special Servicer, as applicable,
and Trustee also shall furnish such other information regarding the Trust Fund 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 that such other
information is first provided to the Rule 17g-5 Information Provider in accordance with the procedures set forth in Section 8.12;
provided, further, that the Rule 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: (A) Fitch Ratings, Inc., 33 Whitehall Street, New York, New York 10004, Attention:
Commercial Mortgage 



    	430



    	 



    




Surveillance Group, fax number: (212) 635-0295, email address: britt.johnson@fitchratings.com, (B) Moody’s
Investors Service, Inc., 7 World Trade Center, New York, New York 10007, Attention: Commercial Mortgage Surveillance Group, e-mail
address: cmbssurveillance@moodys.com, and (C) Morningstar Credit Ratings, LLC, 220 Gibraltar Road, Suite 300, Horsham, PA 19044,
Attention: CMBS Surveillance, email: cmbsratings@morningstar.com; or as to each such Person such other address and/or facsimile
number as may hereafter be furnished by such Person to the parties hereto in writing. Delivery of notices and information to the
Rating Agencies shall be subject to strict compliance with Section 3.27.


For purposes of
any communication hereunder, the party delivering the communication shall be entitled to rely on the notice address set forth in
or established under the preceding paragraphs of this Section 12.05.


Section
12.06      Communications by
Electronic Mail. Each communication that is expressly permitted or required hereunder to be sent, forwarded or delivered by
means of electronic mail shall be so sent, forwarded or delivered to: (i) in the case of the Certificate Administrator, (a) for
purposes of Article XI, cts.sec.notifications@wellsfargo.com, and (b) for all other purposes, trustadministrationgroup@wellsfargo.com;
(ii) in the case of the Rule 17g-5 Information Provider, 17g5InformationProvider@wellsfargo.com; (iii) in the case
of the Master Servicer, commercial.servicing@wellsfargo.com (or, with respect to requests for rating agency or investor information,
RAInvRequests@wellsfargo.com); (iv) in the case of the Special Servicer, NoticeAdmin@midlandls.com (with a copy to askmidland@midlandls.com,
solely with respect to notices under Section 3.27 and Section 8.12(g)); (v) in the case of the Trustee, cmbstrustee@wilmingtontrust.com,
facsimile number (302) 630-4140; (vi) in the case of the Trust Advisor, trustadvisor@trimontrea.com; and (vii) in
the case of each other party hereto and the Initial Majority Subordinate Certificateholder, the address set forth in the Notice
of Electronic Addresses dated the Closing Date and executed by all such parties; or, as to each such Person, such other electronic
mail address as may hereafter be furnished by such Person to the other parties hereto and to the Initial Majority Subordinate
Certificateholder in a written notice delivered in accordance with Section 12.05. For purposes of such a communication,
the party sending, forwarding or delivering such a communication shall be entitled to rely on the electronic mail address set
forth in or established pursuant to the preceding sentence. This Section shall not be construed to modify Section 12.05,
nor to authorize, permit or make binding any communication that is not expressly permitted or required hereunder to be sent, forwarded
or delivered by means of electronic mail.


Section
12.07      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 covenant(s), agreement(s), provision(s) or term(s) 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
12.08      Successors and Assigns;
Beneficiaries. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, their
respective successors and assigns and, as express third party beneficiaries (with all right to enforce the 



    	431



    	 



    




obligations hereunder
intended for their benefit as if a party hereto), the Sub-Servicers, the Underwriters, the Mortgage Loan Sellers, any Other Depositors,
and the non-parties referred to in Section 6.03 and Section 8.05 and all such provisions shall inure to the benefit
of the Certificateholders. Any Serviced Pari Passu Companion Loan Holders and the Subordinate Class Representative (other than
any Serviced Pari Passu Companion Loan Holder or Subordinate Class Representative that is same Person as or an Affiliate of the
related Borrower) and any designees thereof acting on behalf of or exercising the rights of such Serviced Pari Passu Companion
Loan Holders or Subordinate Class Representative shall be third party beneficiaries to this Agreement with respect to their rights
as specifically provided for herein and shall be entitled to enforce their respective rights hereunder. In addition, each Non-Trust
Master Servicer, Non-Trust Special Servicer, Other Master Servicer, Other Special Servicer, Other Trustee and Serviced Loan Combination
Special Servicer is an intended third party beneficiary under this Agreement with respect to any provision herein expressly relating
to compensation, reimbursement or indemnification of such Non-Trust Master Servicer, Non-Trust Special Servicer, Other Master Servicer,
Other Special Servicer, Other Trustee or Serviced Loan Combination Special Servicer and the provisions regarding the coordination
of Advances and any other rights afforded such party hereunder.


Section
12.09      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
12.10      Notices to Subordinate
Class Representative. The Trustee, the Master Servicer and the Special Servicer shall each deliver to the Subordinate
Class Representative (other than with respect to a related Excluded Loan) a copy of each notice or other item of information
such Person is required to deliver to the Rating Agencies pursuant to Section 8.12, in each case at approximately
the same time with the delivery thereof to the Rating Agencies, to the extent not already delivered to the Subordinate Class Representative
pursuant to this Agreement.


Section
12.11      Complete Agreement.
This Agreement embodies the complete agreement among the parties and may not be varied or terminated except by a written agreement
conforming to the provisions of Section 12.01. All prior negotiations or representations of the parties are merged
into this Agreement and shall have no force or effect unless expressly stated herein.


Section
12.12       Precautionary
Trust Indenture Act Provisions. If the Depositor notifies the parties to this Agreement that, following non-binding consultation
with the Trustee, it has determined that the Trust Indenture Act of 1939, as it may be amended from time to time (the “TIA”)
applies to this Agreement or that qualification under the TIA or any similar federal statute hereafter enacted is required (any
such determination by the Depositor, a “TIA Applicability Determination”), then, (i) in the case of the
TIA, pursuant to Section 318 of the TIA (assuming such section is then in effect), the provisions of Sections 310 to
and including Section 317 of the TIA that impose duties on any person are part of and govern this Agreement, whether or not
physically contained herein, as and to the extent provided in Section 318 of the TIA; provided, however, that
it shall be deemed that the parties to this Agreement have agreed that, to the extent permitted under the TIA, this Agreement
shall expressly exclude any non-



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mandatory provisions that (x) conflict with the provisions of this Agreement or would otherwise
alter the provisions of this Agreement or (y) increase the obligations, liabilities or scope of responsibility of any party
hereto; (ii) the parties agree to cooperate in good faith with the Depositor, at the cost of the Depositor, to make such
amendments to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to effect the
qualification of this Agreement under the TIA or such similar statute and to add to this Agreement such other provisions as may
be expressly required by the TIA or as may be determined by the parties to be beneficial for compliance with the TIA; and (iii) upon
the direction of the Depositor, the Trustee shall file a Form T-1 or such other form as the Depositor informs the Trustee is required,
with the Commission or other appropriate institution.


[SIGNATURES COMMENCE
ON FOLLOWING PAGE]



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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:	 
	 	 	Name:  
	 	 	Title:
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:
	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL
    ASSOCIATION, Special Servicer
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:


 





WFCM
2015-C31 – Pooling and Servicing Agreement


 






    	 



    	 



    




 


	 	 	 
	 	TRIMONT REAL ESTATE ADVISORS, LLC, Trust Advisor
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:
	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, Certificate Administrator, Tax Administrator and Custodian
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:
	 	 	 
	 	WILMINGTON
    TRUST, NATIONAL ASSOCIATION, Trustee
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:


 


WFCM
2015-C31 – Pooling and Servicing Agreement


 



    	 



    	 



    




	STATE OF	)
	 	)  ss.:
	COUNTY OF	)
	 	 





On the ______ day
of November 2015, before me, a notary public in and for said State, personally appeared __________________, personally known to
me to be a _________________ of _________________________________________, one of the entities that executed the within instrument,
and also known to me to be the person who executed it on behalf of such entity, 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.


	 	 
	 	Notary Public










	[SEAL]	 
	 	 
	My commission expires:	 
	 	 




 


WFCM
2015-C31 – Pooling and Servicing Agreement


 






    	 



    	 






    





 





 




EXHIBIT A-1


 


FORM OF CERTIFICATES (OTHER THAN CLASS R
CERTIFICATES)


 


CLASS [_] COMMERCIAL MORTGAGE PASS-THROUGH

CERTIFICATE, SERIES 2015-C31


 


This is one of a series of commercial mortgage
pass-through certificates (collectively, the “Certificates”), issued in multiple classes (each, a “Class”),
which series of Certificates evidences the entire beneficial ownership interest in a trust fund (the “Trust Fund”)
consisting primarily of a pool of commercial, multifamily and manufactured housing community mortgage loans or interests therein
(the “Mortgage Loans”), such pool being formed and sold by


 


WELLS FARGO COMMERCIAL MORTGAGE SECURITIES,
INC.


 


	Pass-Through Rate:  [____%

per annum] [Variable]	Class [Principal Balance] [Notional Amount] of the Class [  ] Certificates as of the Closing Date:  $__________ [For Class PEX only:  The Class Principal Balance of the Class PEX Certificates represents the maximum aggregate Certificate Principal Balance of the Class A-S, Class B and Class C Certificates (without giving effect to any exchanges for, or any issuance of, the Class PEX Certificates), representing the maximum aggregate Certificate Principal Balance of the Class PEX Certificates that could be issued in an exchange.] [For Classes A-S, B and C only: The Class Principal Balance of the Class [A-S] [B] [C] Certificates represents the maximum aggregate Certificate Principal Balance of the Class [A-S] [B] [C] Certificates (without giving effect to any exchanges for, or any issuance of, the Class PEX Certificates).]
	Closing Date:  November 12, 2015	Initial Certificate [Principal Balance] [Notional Amount] of this Certificate as of the Closing Date:  $__________
	First Distribution Date:

December 17, 2015	Aggregate Cut-off Date Principal Balance of the Original Mortgage Loans as of the Cut-off Date (“Cut-off Date Pool Balance”):  $988,481,381
	Master Servicer:

Wells Fargo Bank, National Association	Special Servicer:

Midland Loan Services, a Division of PNC 



 






    	A-1-1



    	 



    

 


	 	Bank, National Association
	Trustee:

Wilmington Trust, National Association	Certificate Administrator, Tax Administrator and Custodian:

Wells Fargo Bank, National Association
	Trust Advisor:  

Trimont Real Estate Advisors, LLC	CUSIP No.:

ISIN No.:  ________________
	Certificate No. [  ] -___	 


 






    	A-1-2



    	 



    

 


[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 ADMINISTRATOR OR ANY AGENT THEREOF 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.]


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-SB, A-S, X-A, X-B, X-D, B, C, PEX AND D): THIS CERTIFICATE HAS NOT BEEN
REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE OR FOREIGN JURISDICTION. ANY REOFFER, RESALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION
AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.] 


 


NO TRANSFER OF THIS CERTIFICATE OR ANY
INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO SECTION
406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE “CODE”) OR ANY MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL
LAW OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE TRUST ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE INITIAL SUBORDINATE CLASS REPRESENTATIVE, THE UNDERWRITERS OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS INSURED OR GUARANTEED
BY ANY


 






    	A-1-3



    	 



    

 


AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


 


[FOR PRINCIPAL BALANCE CERTIFICATES
OTHER THAN CLASS A-S, CLASS B, CLASS C AND CLASS PEX CERTIFICATES: SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
EVIDENCES A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”)
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.]


 


[FOR CLASS A-S, CLASS B, CLASS C AND
CLASS PEX CERTIFICATES: SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES A BENEFICIAL INTEREST IN A PORTION
OF A GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, WHICH PORTION CONSISTS
OF A PERCENTAGE INTEREST IN ONE OR MORE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”
(A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.] 


 


[FOR SUBORDINATE CERTIFICATES (CLASSES
A-S, B, C, PEX, D, E, F AND G): THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND
TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 


[FOR PRINCIPAL BALANCE CERTIFICATES:
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.]


 


[FOR CLASSES X-A, X-B, AND X-D CERTIFICATES:
THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT
HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.]


 


[FOR CLASS X-A CERTIFICATES: SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES OWNERSHIP OF SIX REGULAR INTERESTS IN REMIC III, EACH ONE
CORRESPONDING TO ONE OF THE COMPONENTS OF THE CLASS X-A CERTIFICATES’ NOTIONAL AMOUNT.]


 


[FOR CLASS X-B CERTIFICATES: SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES OWNERSHIP OF ONE REGULAR INTEREST IN REMIC III, CORRESPONDING
TO THE COMPONENT OF THE CLASS X-B CERTIFICATES’ NOTIONAL AMOUNT.]


 


[FOR CLASS X-D CERTIFICATES: SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES OWNERSHIP OF ONE REGULAR INTEREST IN REMIC III, CORRESPONDING
TO THE COMPONENT OF THE CLASS X-D CERTIFICATES’ NOTIONAL AMOUNT.]


 






    	A-1-4



    	 



    

 


[FOR REGULATION S GLOBAL CERTIFICATES:
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF THIS CERTIFICATE TO PERSONS OTHER
THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN
THE UNITED STATES OR TO A “U.S. PERSON” WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, EXCEPT
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.]


 


This certifies that [FOR
BOOK-ENTRY CERTIFICATES: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [ ]] is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the [principal balance] [notional amount] of this Certificate
(its “Certificate [Principal Balance] [Notional Amount]”) as of the Closing Date by the aggregate [principal
balance] [notional amount] of all the Class [ ] Certificates (their “Class [Principal Balance] [Notional Amount]”)
as of the Closing Date) in that certain beneficial ownership interest in the Trust Fund evidenced by all the Class [ ]
Certificates. The Trust Fund was created and the Certificates were issued pursuant to the Pooling and Servicing Agreement, dated
as of November 1, 2015 (the “Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as depositor
(the “Depositor,” which term includes any successor entity under the Agreement), Wells Fargo Bank, National
Association, as master servicer (in such capacity, the “Master Servicer,” which term includes any successor
entity under the Agreement), as certificate administrator (in such capacity, the “Certificate Administrator,”
which term includes any successor entity under the Agreement), as tax administrator (in such capacity, the “Tax Administrator,”
which term includes any successor entity under the Agreement) and as custodian (in such capacity, the “Custodian,”
which term includes any successor entity under the Agreement), Midland Loan Services, a Division of PNC Bank, National Association,
as special servicer (the “Special Servicer,” which term includes any successor entity under the Agreement),
Trimont Real Estate Advisors, LLC, as trust advisor (the “Trust Advisor,” which term includes any successor
entity under the Agreement), and Wilmington Trust, National Association, as trustee (the “Trustee,” which term
includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein have the respective meanings assigned thereto in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound. In the event that there
is any conflict between any provision of this Certificate and any provision of the Agreement, such provision of this Certificate
shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Agreement, beginning on the First Distribution Date specified above, distributions will be made on that date (the “Distribution
Date”) each month that is the fourth Business Day following the Determination Date in such month, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month
of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount


 






    	A-1-5



    	 



    

 


required to be distributed
to all the Holders of the Class [_] Certificates on the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on this Certificate will be made by the Certificate Administrator by wire transfer of immediately available
funds to the account of the Person entitled thereto 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 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 the address of such Certificateholder as it appears in the Certificate Register. Notwithstanding
the foregoing, the final distribution on this Certificate [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2, A-3, A-4, A-SB,
A-S, B, C, PEX, D, E, F AND G): (determined without regard to any possible future reimbursement of any portion of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)] will be made in like manner, but only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
the Holder hereof of such final distribution.


 


The Certificates are
limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Distribution Account, the Collection
Account, the Reserve Accounts, the Servicing Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds Account, the
REO Account (if established), the Serviced Pari Passu Companion Loan Custodial Account and any other accounts established
pursuant to the Agreement may be made from time to time for purposes other than, and, in certain cases, prior to, distributions
to Certificateholders, such purposes including the reimbursement of advances made, or certain expenses incurred, with respect to
the Mortgage Loans and the payment of interest on such advances and expenses.


 


[FOR PRINCIPAL BALANCE
CERTIFICATES (CLASS A-1, A-2, A-3, A-4, A-SB, A-S, B, C, PEX, D, E, F AND G): Any distribution to the Holder of this Certificate
in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and
any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution
is made upon this Certificate.]


 


This Certificate is issuable
in fully registered form only without interest coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


[FOR BOOK-ENTRY CERTIFICATES:
All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance
with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each
Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents
or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.]


 






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[FOR PRIVATELY OFFERED
CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-SB, A-S, X-A, X-B, X-D, B, C, PEX AND D): No direct or indirect
transfer, sale, pledge, hypothecation, or other form of assignment of any ownership interest in this Certificate or any interest
herein shall be made unless that transfer, sale, pledge, hypothecation or other form of assignment (a “Transfer”)
is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities laws of any
state, or is otherwise made in accordance with the Securities Act and such other securities laws. If a Transfer of this Certificate
is to be made without registration under the Securities Act, then (except in limited circumstances specified in the Agreement)
the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon)
either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached as
Exhibit C-1A or Exhibit C-2A to the Agreement and a certificate from such Certificateholder’s prospective Transferee
substantially in the form attached either as Exhibit C-1B or as Exhibit C-2B to the Agreement, or (ii) an
Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional
Accredited Investor or a Qualified Institutional Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund, the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Tax Administrator, the Custodian or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder
desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel
is based.


 


If this Certificate constitutes
a Rule 144A Global Certificate and a transfer of any interest in this Certificate is to be made without registration under
the Securities Act (except under limited circumstances specified in the Agreement), then the Certificate Owner desiring to effect
such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee
substantially in the form attached as Exhibit C-2B to the Agreement, or (ii) an Opinion of Counsel to the effect that
such prospective Transferee is a Qualified Institutional Buyer and such Transfer may be made without registration under the Securities
Act. Except as discussed below or under such other limited circumstances as are provided in the Agreement, if this Certificate
constitutes a Rule 144A Global Certificate, then interests herein shall not be transferred to any Person who takes delivery
in the form of an interest in anything other than a Rule 144A Global Certificate.


 


Except under such limited
circumstances as are provided in the Agreement, if this Certificate constitutes a Regulation S Global Certificate, then beneficial
interests in this Certificate shall not be transferred to any Person other than a non-United States Securities Person in an Offshore
Transaction who takes delivery in the form of a beneficial interest in this Regulation S Global Certificate. If the transfer
occurs on or prior to the Release Date, then the Certificate Owner desiring to effect such Transfer shall be required to obtain
from such Certificate Owner’s prospective Transferee a written certification substantially in the form attached as Exhibit
C-3B to the Agreement. On or prior to the Release Date, beneficial interests in any Regulation S Global Certificate may
be held only through Euroclear or Clearstream. After the Release Date, beneficial interests in any Regulation S Global Certificate
may be held through Euroclear, Clearstream or any other direct account holder at DTC.


 






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Notwithstanding the foregoing,
any interest in a Rule 144A Global Certificate may be transferred by any Certificate Owner holding such interest to any Institutional
Accredited Investor (other than a Qualified Institutional Buyer) who takes delivery in the form of a Definitive Certificate of
the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator
of (i) such certifications and/or opinions as are contemplated above with respect to Transfers of this Certificate in definitive
form and (ii) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream
and/or Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of
interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions
contemplated above with respect to Transfers of this Certificate in definitive form, the Certificate Administrator, subject to
and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A
Global Certificate, and cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination
equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered
in accordance with this Agreement to the applicable Transferee.


 


None of the Depositor,
the Initial Purchasers, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Tax Administrator,
the Custodian, the Certificate Registrar or the Trust Advisor is obligated to register or qualify any Class of Non-Registered Certificates
under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit
the transfer of this Certificate or any interest herein without registration or qualification. Any Certificateholder or Certificate
Owner desiring to effect a Transfer of this Certificate or any interest herein shall, and does hereby agree to, indemnify the Depositor,
the Initial Purchasers, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Tax Administrator,
the Custodian, the Certificate Registrar and the Trust Advisor against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws or the provisions described above.]


 


[FOR BOOK-ENTRY CERTIFICATES:
The Global Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in
the name of Cede & Co. as nominee of the Depository.]


 


No transfer of this Certificate
or any interest herein shall be made (A) to any employee benefit plans or other benefit plans and arrangements, including
individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts, the assets of
which are considered “plan assets” under U.S. Department of Labor Regulation § 2510.3-101, as modified
by Section 3(42) of ERISA, or for purposes of Similar Law, including insurance company general accounts, that are subject
to ERISA, Section 4975 of the Code or Similar Law (each, a “Plan”), or (B) to any Person who is directly
or indirectly purchasing this Certificate or any interest herein on behalf of, as named fiduciary of, as trustee of, or with assets
of a Plan, if the purchase and holding of this Certificate or such interest herein by the prospective Transferee would result in
a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or
would result in the imposition of an excise tax under Section 4975 of the Code. Except in limited circumstances, the Certificate
Registrar shall


 






    	A-1-8



    	 



    

 


refuse to register the transfer of this Certificate (and, if applicable, any Certificate Owner shall refuse to
transfer an interest in this Certificate), unless it has received from the prospective Transferee (i) a certification to the
effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing this Certificate or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification to the effect
that the purchase and holding of this Certificate or interest by such prospective Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes on such prohibited transactions imposed under
Section 4975 (a) and (b) of the Code, by reason of Sections I and III of Prohibited Transaction Class Exemption 95-60;
or (iii) if this Certificate is investment grade rated and is being acquired by, on behalf of or with assets of a Plan in
reliance upon Prohibited Transaction Exemption 96-22 (as amended by Prohibited Transaction Exemption 2013-08), a certification
to the effect that such Plan (X) is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D
of the Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by any member of the Restricted
Group, and (Z) agrees that it will obtain from each of its Transferees a written certification described in clause (i)
above, a written certification described in clause (ii) above or a written representation that such Transferee satisfies
the requirements of the immediately preceding clauses (iii)(X) and (iii)(Y), together with a written agreement
that such Transferee will obtain from each of its Transferees a similar written certification or representation; or (iv) a
certification of facts and an Opinion of Counsel which otherwise establish to the reasonable satisfaction of the Certificate Administrator
(or, if applicable, the Certificate Owner effecting the transfer) that such Transfer will not result in a violation of Section 406
of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or result in the imposition of an excise tax
under Section 4975 of the Code and will not subject the Trustee, the Depositor, the Certificate Administrator, the Master
Servicer, the Special Servicer, the Trust Advisor, the Certificate Registrar, the initial purchasers or a Sub-Servicer to any obligation
in addition to those undertaken in the Agreement.


 


If any Transferee of
a Certificate (including a Registered Certificate) or any interest therein does not, in connection with the subject Transfer, deliver
to the Certificate Registrar (in the case of a Definitive Certificate) or the Transferor (in the case of ownership interests in
a Book-Entry Non-Registered Certificate) any certification and/or Opinion of Counsel contemplated by the preceding paragraph, then
such Transferee shall be deemed to have represented and warranted that either: (i) such Transferee is not a Plan and is not
directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of such Certificate or interest therein by such Transferee are exempt from
the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code by reason of the Exemption (in the case of such a Certificate that is
an Investment Grade Certificate) or by reason of Sections I and III of PTCE 95-60 (in the case of such a Certificate that
is not an Investment Grade Certificate) or, in the case of a Plan subject to Similar Law does not result in a violation of Similar
Law.


 


If a Person is acquiring
this Certificate as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Certificate
Registrar (and, if applicable, to the Certificate Owner) a certification to the effect that, and such other evidence as may be
reasonably required by the Certificate Registrar to confirm that, it has (i) sole investment discretion with respect to each
such account and (ii) full power to make the acknowledgments,


 






    	A-1-9



    	 



    

 


representations, warranties, certifications and/or agreements
with respect to each such account described above in this Certificate.


 


As provided in the Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by,
or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


 


No service charge will
be imposed for any transfer or exchange of this Certificate, but the Certificate Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer
or exchange of this Certificate.


 


[FOR BOOK-ENTRY CERTIFICATES:
Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC, and accordingly, this Certificate shall constitute a Book-Entry Certificate.]


 


The Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Trust Advisor, the Tax Administrator, the Custodian,
the Certificate Registrar and any agent of any such party may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of such parties or such agents shall be affected by notice to the contrary.


 


Subject to certain terms
and conditions set forth in the Agreement, the Trust and the obligations created by the Agreement shall terminate upon payment
(or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator on behalf of the Trustee
and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund; (ii) the purchase
by the Master Servicer, the Special Servicer or any single Subordinate Class Certificateholder or group of Subordinate Class Certificateholders,
at a price determined as provided in the Agreement, of all the Mortgage Loans and each REO Property (or, in the case of any REO
Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in
the Trust Fund; and (iii) the exchange by the Sole Certificateholder(s) of all the Certificates for all Mortgage Loans and
each REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the
Trust Fund in such REO Property) remaining in the Trust Fund with the written consent of the Master Servicer in its sole discretion.
The Agreement permits, but does not require, the Master Servicer, the Special Servicer or any single Subordinate Class Certificateholder
or group of Subordinate Class Certificateholders to purchase from the Trust Fund all the Mortgage Loans and each REO Property (or,
in the case of any REO Property related to any Serviced Loan Combination, the 


 






    	A-1-10



    	 



    

 


beneficial interest of the Trust Fund in such REO
Property) remaining therein. The exercise of such right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being 1.0% or less of
the Cut-off Date Pool Balance.


 


The Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the parties
thereto and the rights of the Certificateholders under the Agreement at any time by the parties to the Agreement with the consent
of (i) the Holders of Certificates entitled to not less than 66-2/3% of the Voting Rights allocated to each Class of Certificates
that is materially affected by the amendment and (ii) any Serviced Pari Passu
Companion Loan Holders materially affected by the amendment. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of any
REMIC Pool as a REMIC, without the consent of the Holders of any of the Certificates.


 


Unless the certificate
of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.


 


The registered Holder
hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions
hereunder.


 


This Certificate shall
be construed in accordance with the laws of the State of New York applicable to agreements negotiated, made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


 






    	A-1-11



    	 



    

 


IN WITNESS WHEREOF, the
Trustee has caused this Certificate to be duly executed on its behalf by the Certificate Registrar.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
 not in its individual capacity but solely as Certificate Registrar
	 	 	 
		By:	 
	 	 	Authorized Representative



 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class [_] Certificates referred to in the within-mentioned Agreement.


 


Dated:          November 12, 2015


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

not in its individual capacity but solely as Authenticating Agent
	 	 	 
		By:	 
	 	 	Authorized Representative










 






    	A-1-12



    	 



    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned hereby sell(s), assign(s) and transfer(s) unto _______________ (please print or typewrite name and address including
postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Mortgage Pass-Through
Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the
Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the following address: _______________.


 


Dated:


	 	 
	 	Signature by or on behalf of Assignor
	 	 
	 	Signature Guaranteed









 


DISTRIBUTION INSTRUCTIONS


 


The Assignee should include
the following for purposes of distribution:


 


Distributions shall,
if permitted, be made by wire transfer or otherwise, in immediately available funds, to _______________ for the account of _______________.


 


Distributions made by
check (such check to be made payable to _______________) and all applicable statements and notices should be mailed to ____________.


 


This information is provided
by _______________, the Assignee named above, or _______________, as its agent.


 






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[FOR NON-REGISTERED, BOOK-ENTRY CERTIFICATES
INSERT THIS SCHEDULE A]


 


SCHEDULE A


 


SCHEDULE OF EXCHANGES IN GLOBAL SECURITY


 


The following exchanges of a part of this
Global Security have been made:


 


	Date of Exchange	Amount of

Decrease in Principal

Amount of this 

Global Security	Amount of Increase 

in Principal Amount 

of this Global 

Security	Principal Amount of 

this Global Security 

following such 

decrease (or increase)	Signature of 

authorized officer of 

Trustee or securities 

custodian


 






    	A-1-14



    	 



    

 


EXHIBIT A-2


 


FORM OF CLASS R CERTIFICATES


 


CLASS R COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATE, SERIES 2015-C31


 


This is one of a series of commercial mortgage
pass-through certificates (collectively, the “Certificates”), issued in multiple classes (each, a “Class”),
which series of Certificates evidences the entire beneficial ownership interest in a trust fund (the “Trust Fund”)
consisting primarily of a pool of commercial, multifamily and manufactured housing community mortgage loans or interests therein
(the “Mortgage Loans”), such pool being formed and sold by


 


WELLS FARGO COMMERCIAL MORTGAGE SECURITIES,
INC.


 


	Closing Date:  November 12, 2015	Percentage Interest evidenced by this Class R Certificate:  ___%
	First Distribution Date:

December 17, 2015	Aggregate Cut-off Date Principal Balance of the Original Mortgage Loans as of the Cut-off Date (“Cut-off Date Pool Balance”):  $988,481,381
	Master Servicer:

Wells Fargo Bank, National Association	Special Servicer:

Midland Loan Services, a Division of PNC Bank, National Association.
	Trustee:

Wilmington Trust, National Association	Certificate Administrator, Tax Administrator and Custodian:

Wells Fargo Bank, National Association
	Trust Advisor:  

Trimont Real Estate Advisors, LLC	CUSIP No.:

ISIN No.:  ________________
	Certificate No. R- ___	 




THIS CERTIFICATE HAS NOT BEEN REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF
ANY STATE OR FOREIGN JURISDICTION. ANY REOFFER, RESALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION
AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    	A-2-1



    	 



    

 


NO TRANSFER OF THIS CERTIFICATE OR ANY
INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO SECTION
406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE “CODE”) OR ANY MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL
LAW OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE TRUST ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE INITIAL SUBORDINATE CLASS REPRESENTATIVE, THE UNDERWRITERS OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS INSURED OR GUARANTEED
BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


 


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) 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
OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE. ANY PURPORTED TRANSFER IN VIOLATION OF THESE RESTRICTIONS SHALL BE
ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.


 


THIS CERTIFICATE IS A “RESIDUAL
INTEREST” IN MULTIPLE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
CODE SECTIONS 860G(a)(2) AND 860D. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, “NON-UNITED STATES PERSONS” OR AGENTS
OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO


 






    	A-2-2



    	 



    

 


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 CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH 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 “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.


 


This certifies that [_____]
is the registered owner of the Percentage Interest evidenced by this Certificate (as specified above) in that certain beneficial
ownership interest in the Trust Fund evidenced by all the Class R Certificates. The Trust Fund was created and the Certificates
were issued pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Agreement”),
among Wells Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor,” which term includes any
successor entity under the Agreement), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master
Servicer,” which term includes any successor entity under the Agreement), as certificate administrator (in such capacity,
the “Certificate Administrator,” which term includes any successor entity under the Agreement), as tax administrator
(in such capacity, the “Tax Administrator,” which term includes any successor entity under the Agreement) and
as custodian (in such capacity, the “Custodian,” which term includes any successor entity under the Agreement),
Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer,”
which term includes any successor entity under the Agreement), Trimont Real Estate Advisors, LLC, as trust advisor (the “Trust
Advisor,” which term includes any successor entity under the Agreement), and Wilmington Trust, National Association,
as


 






    	A-2-3



    	 



    

 


trustee (the “Trustee,” which term includes any successor entity under the Agreement), a summary of certain
of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein have
the respective meanings assigned thereto in the Agreement. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and
by which such Holder is bound. In the event that there is any conflict between any provision of this Certificate and any provision
of the Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Agreement, beginning on the First Distribution Date specified above, distributions will be made on that date (the “Distribution
Date”) each month that is the fourth Business Day following the Determination Date in such month, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month
of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to all the Holders of the Class R Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the Agreement on this Certificate will be made by the
Certificate Administrator by wire transfer of immediately available funds to the account of the Person entitled thereto 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 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 the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the foregoing, the final distribution on this Certificate
will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to the Holder hereof of such final distribution.


 


The Certificates are
limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Distribution Account, the Collection
Account, the Reserve Accounts, the Servicing Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds Account, the
REO Account (if established), the Serviced Pari Passu Companion Loan Custodial Account and any other accounts established pursuant
to the Agreement may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders,
such purposes including the reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans and
the payment of interest on such advances and expenses.


 


This Certificate is issuable
in fully registered form only without interest coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


No direct or indirect
transfer, sale, pledge, hypothecation, or other form of assignment of any ownership interest in this Certificate or any interest
herein shall be made unless that transfer, sale, pledge, hypothecation or other form of assignment (a “Transfer”)
is


 






    	A-2-4



    	 



    

 


exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities laws of any
state, or is otherwise made in accordance with the Securities Act and such other securities laws. If a Transfer of this Certificate
is to be made without registration under the Securities Act, then (except in limited circumstances specified in the Agreement)
the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon)
either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached as
Exhibit C-2A to the Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached as Exhibit C-2B to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Certificate
Administrator to the effect that such prospective Transferee is a Qualified Institutional Buyer and such Transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund, the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Tax Administrator, the Custodian or the Certificate
Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such
Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee
on which such Opinion of Counsel is based.


 


None of the Depositor,
the Initial Purchasers, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Tax Administrator,
the Custodian, the Certificate Registrar or the Trust Advisor is obligated to register or qualify the Class R Certificates
under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit
the transfer of this Certificate or any interest herein without registration or qualification. Any Certificateholder or Certificate
Owner desiring to effect a Transfer of this Certificate or any interest herein shall, and does hereby agree to, indemnify the Depositor,
the Initial Purchasers, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Tax Administrator,
the Custodian, the Certificate Registrar and the Trust Advisor against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws or the provisions described above.


 


Each Person who has or
who acquires any Ownership Interest in this Certificate shall be deemed by its acceptance or acquisition of such Ownership Interest
to have agreed to be bound by the provisions of Section 5.02(d) of the Agreement and, if any purported Transferee shall
become a Holder of this Certificate in violation of the provisions of such Section 5.02(d), to have irrevocably authorized
the Certificate Administrator (i) to deliver payments to a Person other than such Person and (ii) to negotiate the terms
of any mandatory disposition, to execute all instruments of Transfer and to do all other things necessary in connection with any
such disposition. Each Person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee and
shall promptly notify the Certificate Administrator and the Tax Administrator of any change or impending change in its status as
a Permitted Transferee. In connection with any proposed Transfer of any Ownership Interest in this Certificate, the Certificate
Registrar shall require delivery to it, and shall not register the Transfer of this Certificate until its receipt of, an affidavit
and agreement substantially in the form attached as Exhibit E-1 to the Agreement (a “Transfer Affidavit and
Agreement”) from the proposed Transferee, representing and warranting, among other things, that such Transferee is a
Permitted Transferee, that it is not acquiring its Ownership Interest in this Certificate as a nominee, trustee


 






    	A-2-5



    	 



    

 


or agent for any
Person that is not a Permitted Transferee. Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee,
if a Responsible Officer of either the Certificate Registrar or the Certificate Administrator has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in this Certificate to such proposed Transferee
shall be effected. In connection therewith, the Certificate Registrar shall not register the transfer of an Ownership Interest
in this Certificate to any entity classified as a partnership under the Code unless at the time of transfer, all of its beneficial
owners are, and under the partnership agreements are required to be, United States Securities Persons.


 


Each Person holding or
acquiring any Ownership Interest in this Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any
other Person to whom such Person attempts to transfer its Ownership Interest herein and (y) not to transfer its Ownership
Interest herein unless it provides to the Certificate Registrar a certificate substantially in the form attached as Exhibit E-2
to the Agreement stating that, among other things, it has no actual knowledge that such other Person is not a Permitted Transferee.
Each Person holding or acquiring an Ownership Interest in this Certificate, by purchasing such Ownership Interest herein, agrees
to give the Certificate Administrator and the Tax Administrator written notice that it is a “pass-through interest holder”
within the meaning of temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring such Ownership
Interest, if it is, or is holding such Ownership Interest on behalf of, a “pass-through interest holder.”


 


If a Person is acquiring
this Certificate as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Certificate
Registrar a certification to the effect that, and such other evidence as may be reasonably required by the Certificate Registrar
to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full power to make
the acknowledgments, representations, warranties, certifications and/or agreements with respect to each such account described
above in this Certificate.


 


The provisions of Section 5.02(d)
of the Agreement may be modified, added to or eliminated, provided that there shall have been delivered to the Certificate Administrator
and the Tax Administrator the following: (a) a Rating Agency Confirmation with respect to such modification of, addition to
or elimination of such provisions; and (b) an Opinion of Counsel, in form and substance satisfactory to the Certificate Administrator
and the Tax Administrator, to the effect that such modification of, addition to or elimination of such provisions will not cause
any REMIC Pool to cease to qualify as a REMIC or be subject to an entity-level tax caused by the Transfer of a Class R Certificate
to a Person that is not a Permitted Transferee, or cause a Person other than the prospective Transferee to be subject to a REMIC-related
tax caused by the Transfer of a Class R Certificate to a Person that is not a Permitted Transferee.


 


A “Permitted Transferee”
is any Transferee other than a “Disqualified Organization”, a “Disqualified Non-United States Tax Person”
or a “Disqualified Partnership” (each as defined in the Agreement) and other than a foreign permanent establishment
or fixed base (each within the meaning of any applicable income tax treaty) of a United States Tax Person or any other Person as
to whom the transfer of this Certificate may cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificate
is outstanding.


 






    	A-2-6



    	 



    

 


As provided in the Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by,
or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


 


No service charge will
be imposed for any transfer or exchange of this Certificate, but the Certificate Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer
or exchange of this Certificate.


 


The Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Trust Advisor, the Tax Administrator, the Custodian,
the Certificate Registrar and any agent of any such party may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of such parties or such agents shall be affected by notice to the contrary.


 


Subject to certain terms
and conditions set forth in the Agreement, the Trust and the obligations created by the Agreement shall terminate upon payment
(or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator on behalf of the Trustee
and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund; (ii) the purchase
by the Master Servicer, the Special Servicer or any single Subordinate Class Certificateholder or group of Subordinate Class Certificateholders,
at a price determined as provided in the Agreement, of all the Mortgage Loans and each REO Property (or, in the case of any REO
Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in
the Trust Fund; and (iii) the exchange by the Sole Certificateholder(s) of all the Certificates for all Mortgage Loans and
each REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the
Trust Fund in such REO Property) remaining in the Trust Fund with the written consent of the Master Servicer in its sole discretion.
The Agreement permits, but does not require, the Master Servicer, the Special Servicer or any single Subordinate Class Certificateholder
or group of Subordinate Class Certificateholders to purchase from the Trust Fund all the Mortgage Loans and each REO Property (or,
in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO
Property) remaining therein. The exercise of such right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being 1.0% or less of
the Cut-off Date Pool Balance.


 


The Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the parties
thereto and the rights of the Certificateholders under the Agreement at any time by the parties to the Agreement with the consent
of (i) the Holders of Certificates entitled to not less than 66-2/3% of the Voting Rights


 






    	A-2-7



    	 



    

 


allocated to each Class of Certificates
that is materially affected by the amendment and without the consent of any Companion Loan Holders and (ii) any Serviced Pari Passu
Companion Loan Holders materially affected by the amendment. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of any
REMIC Pool as a REMIC, without the consent of the Holders of any of the Certificates.


 


Unless the certificate
of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.


 


The registered Holder
hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions
hereunder.


 


This Certificate shall
be construed in accordance with the laws of the State of New York applicable to agreements negotiated, made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


 






    	A-2-8



    	 



    

 


IN WITNESS WHEREOF, the
Trustee has caused this Certificate to be duly executed on its behalf by the Certificate Registrar.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

not in its individual capacity but solely as Certificate Registrar
	 	 	 
		By:	 
	 	 	Authorized Representative


 




CERTIFICATE OF AUTHENTICATION


 


This is one of the Class R
Certificates referred to in the within-mentioned Agreement.


 


Dated:          November 12, 2015


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

not in its individual capacity but solely as Authenticating Agent
	 	 	 
		By:	 
	 	 	Authorized Representative


 






    	A-2-9



    	 



    













ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _________________________________________


		 	 	 




 (please
print or typewrite name and address including postal zip code of assignee)


 


the beneficial
ownership interest in the Trust Fund evidenced by the within Mortgage Pass-Through Certificate and hereby authorize(s) the registration
of transfer of such interest to assignee on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Mortgage Pass-Through Certificate to the following address: _____________________________________________.


 


Dated:









	 	 	 
	 	Signature by or on behalf of Assignor	 
	 	 	 
	 	Signature Guaranteed	 










  


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee should include the following for purposes of distribution:


 


Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to
____________________________________ for the account of
______________________________________________________.


 


Distributions
made by check (such check to be made payable to _____________) and all applicable statements and notices should be mailed to ____________________________.


 


This
information is provided by _________________________________, the Assignee named above, or _________________________________,
as its agent.


 






    	A-2-10



    	 



    

 


 


 


 









 




EXHIBIT B


 


LETTER OF REPRESENTATIONS BETWEEN ISSUER
AND INITIAL DEPOSITORY


 






    	B-1



    	 



    

   


 




 


 


 




























The Depository Trust Company

A subsidiary of the Depository Trust & Clearing Corporation





 


ISSUER LETTER OF REPRESENTATIONS

(To be completed by Issuer and Co-lssuer(s), if applicable)



	  
	
Wells Fargo Commercial Mortgage Trust 2015-C31


	
(Name of Issuer and Co-lssuer(s), if applicable)


	  
	
Commercial Mortgage Pass-Through Certificates, Series 2015-C31


	
(Security Description, including series designation if applicable)


	  
	
See Schedule B


	
(CUSIP Number(s) of the Securities)








	  	  
	  	
November 12, 2015


	  	
(Date)







 


The Depository Trust Company

570 Washington Blvd, 4th FL


Jersey City, NJ 07310


Attention: Underwriting Department


 


Ladies and Gentlemen:


 


This letter sets forth our understanding with respect to the Securities represented by the CUSIP number(s) referenced above (the “Securities”). Issuer requests that The Depository Trust Company (“DTC”) accept the Securities as eligible for deposit at DTC.


 


Issuer is: (Note: Issuer must represent one and cross out the other.)



	 
	
[xxxxxxxxxx] [formed under the laws of]

	
   the State of New York

	
.







 



	
The DTC Clearing Participant See Rider 1 will distribute the Securities through DTC.







 


To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance with DTC’s Rules with respect to the Securities, Issuer represents to DTC that Issuer will comply with the requirements stated in DTC’s Operational Arrangements, as they may be amended from time to time.



	
 

	  	  	  	  
	 	 	
Very truly yours,


	 	  	 
	
Note:

	  	
Wells Fargo Commercial Mortgage Trust 2015-C31


	
Schedule A contains statements that DTC

	  	
By: Wells Fargo Bank, National Association, 


	
believes accurately describe DTC, the method

	  	

as Certificate Administrator




	
of effecting book-entry transfers of securities

	  	
(Issuer)


	
distributed through DTC, and certain related

	  	  
	
matters.

	  	
By:

	/s/ Michael Baker             
	  	  	
(Authorized Officer’s Signature)


	
 

	  	  
	 	  	
Michael Baker


	 	  	
(Print Name)


	  	  	  
	  	  	
9062 Old Annapolis Road


	  	  	
(Street Address)


	 	 	  	  
	  	  	
       Columbia     MD             USA                       21045


	



 

	  	
             (City)               (State)                 (Country)                                (Zip Code)


	  	
443-367-3311


	  	
(Phone Number)


	  	  
	  	
michael.j.baker@wellsfargo.com


	  	
(E-mail Address)


	  	  
	  	
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Schedule A

(To Issuer Letter of Representations)





	  
	
SAMPLE OFFERING DOCUMENT LANGUAGE


	
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE


	
(Prepared by DTC--bracketed material may be applicable only to certain issues)







 


1.           The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the securities (the “Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for [each issue of] the Securities, [each] in the aggregate principal amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal amount of [any] issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.]


 


2.           DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.


 


3.           Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued.


 


4.           To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.


 


ILOR 06-2013


 




  





  











  






 



Schedule A

(To Issuer Letter of Representations)




 


5.           Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. [Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.]


 


[6.          Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.]


 


7.           Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).


 


8.           Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.


 


[9.           A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to [Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant’s interest in the Securities, on DTC’s records, to [Tender/Remarketing] Agent. The requirement for physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered Securities to [Tender/Remarketing] Agent’s DTC account.]


 


10.           DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered.


 


11.           Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC.


 


12.           The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof.


 


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The Depository Trust Company


	
A subsidiary of the Depository Trust & Clearing Corporation


	  
	
Representations for Rule 144A Securities


	
to be included in DTC Letter of Representations


	  
	
Wells Fargo Commercial Mortgage Trust 2015-C31


	  
	
Name of Issuer and Co-Issuer(s), if applicable


	  
	
Commercial Mortgage Pass Through Certificates, Series 2015-C31


	  
	
Security Description including series designation, if applicable


	  
	
See Schedule C


	
CUSIP number(s) of the securities







 


1. Issuer represents that at the time of initial registration in the name of DTC’s nominee, Cede & Co., the Securities were Legally or Contractually Restricted Securities,1 eligible for transfer under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and identified by a CUSIP or CINS identification number that was different from any CUSIP or CINS identification number assigned to any securities of the same class that were not Legally or Contractually Restricted Securities. Issuer shall ensure that a CUSIP or CINS identification number is obtained for all unrestricted securities of the same class that is different from any CUSIP or CINS identification number assigned to a Legally or Contractually Restricted Security of such class, and shall notify DTC promptly in the event that it is unable to do so. Issuer represents that it has agreed to comply with all applicable information requirements of Rule 144A.


 


2. Issuer and Agent2 acknowledge that, so long as Cede & Co. is a record owner of the Securities, Cede & Co. shall be entitled to all applicable voting rights and receive the full amount of all distributions payable with respect thereto. Issuer and Agent acknowledge that DTC shall treat any DTC Participant (“Participant”) having Securities credited to its DTC accounts as entitled to the full benefits of ownership of such Securities. Without limiting the generality of the preceding sentence, Issuer and Agent acknowledge that DTC shall treat any Participant having Securities credited to its DTC accounts as entitled to receive distributions (and voting rights, if any) in respect of the Securities, and to receive from DTC certificates evidencing Securities. Issuer and Agent recognize that DTC does not in any way undertake to, and shall not have any responsibility to, monitor or ascertain the compliance of any transactions in the Securities with any of the provisions: (a) of Rule 144A; (b) of other exemptions from registration under the Securities Act or any other state or federal securities laws; or (c) of the offering documents.



	  	  	  	  	  	  
	 	 	 	
Very truly yours,

	
 


	  	  	  	  	

Wells Fargo Commercial Mortgage Trust 2015-C31





By: Wells Fargo Bank, National Association,


as Certificate Administrator






	 	  	  	  	  
	 	  	  	
Issuer


	  	  	  	  	  	  
	  	  	  	  	
By:

	 /s/  Michael Baker
	 	 	  	  	  	
Authorized Officer’s Signature


	  	  	  	  	  	  
	  	  	  	  	
Michael
Baker     November 12, 2015


	  	  	  	  	
Print Name & Date







 


1 A “Legally Restricted Security” is a security that is a restricted security, as defined in Rule 144(a)(3). A “Contractually Restricted Security” is a security that upon issuance and continually thereafter can only be sold pursuant to Regulation S under the Securities Act, Rule 144A, Rule 144, or in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4 of the Securities Act and not involving any public offering; provided, however, that once the security is sold pursuant to the provisions of Rule 144, including Rule 144(b)(1), it will thereby cease to be a “Contractually Restricted Security.” For purposes of this definition, in order for a depositary receipt to be considered a “Legally or Contractually Restricted Security,” the underlying security must also be a “Legally or Contractually Restricted Security.”


 


2 “Agent” shall be defined as Depositary, Trustee, Trust Company, Transfer Agent or Paying Agent as such definition applies in the DTC Letter of Representations to which this rider may be appended.


 






	  	  	  
	 	  	
144A Rider 06-2013










  





  











  














	
The Depository Trust Company


	
A subsidiary of the Depository Trust & Clearing Corporation


	  
	
Representations for Regulation S Securities


to be included in DTC Letter of Representations


	  
	
Wells Fargo Commercial Mortgage Trust 2015-C31


	
Name of Issuer and Co-Issuer(s) if applicable


	  
	
Commercial Mortgage Pass-Through Certificates, Series 2015-C31


	
Security Description including series designation if applicable


	  
	
See Schedule D


	
CUSIP Number(s) of the Securities







 


1.           Issuer represents that at the time of initial registration in the name of DTC’s nominee, Cede & Co., the Securities were Legally or Contractually Restricted Securities,1 and were eligible for transfer under Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and identified by a CUSIP or CINS identification number that was different from any CUSIP or CINS identification number assigned to any securities of the same class that were not Legally or Contractually Restricted Securities. Issuer shall ensure that a CUSIP or CINS identification number is obtained for all unrestricted securities of the same class that is different from any CUSIP or CINS identification number assigned to a Legally or Contractually Restricted Security of such class, and shall notify DTC promptly in the event that it is unable to do so.


 


2.           Issuer and Agent2 acknowledge that, so long as Cede & Co. is a record owner of the Securities, Cede & Co. shall be entitled to all applicable voting rights and receive the full amount of all distributions payable with respect thereto. Issuer and Agent acknowledge that DTC shall treat any DTC Participant (“Participant”) having Securities credited to its DTC accounts as entitled to the full benefits of ownership of such Securities. Without limiting the generality of the preceding sentence, Issuer and Agent acknowledge that DTC shall treat any Participant having Securities credited to its DTC accounts as entitled to receive distributions (and voting rights, if any) in respect of the Securities, and to receive from DTC certificates evidencing Securities. Issuer and Agent recognize that DTC does not in any way undertake to, and shall not have any responsibility to, monitor or ascertain the compliance of any transactions in the Securities with any of the provisions: (a) of Rule 144A; (b) of other exemptions from registration under the Securities Act or any other state or federal securities laws; or (c) of the offering documents.



 



	
 


	  


Wells Fargo Commercial Mortgage Trust 2015-C31



By: Wells Fargo Bank, National Association,


as Certificate Administrator





	  	
 


	Issuer	  	  	
Co-Issuer, if applicable


	 	 	 	 	 	 
	
By:

	/s/ Michael Baker	  	
By:

	  
	  Authorized Officer’s Signature	  	 	
Authorized Officer’s Signature


	 	 	 	 
	  

Michael
Baker     November 12, 2015

	 	 	 
	Print Name & Date	  	  	
Print Name & Date


	 	  	  	  	  



 












1 A “Legally Restricted Security” is a security that is a restricted security, as defined in Rule 144(a)(3). A “Contractually Restricted Security” is a security that upon issuance and continually thereafter can only be sold pursuant to Regulation S under the Securities Act, Rule 144A, Rule 144, or in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4 of the Securities Act and not involving any public offering; provided, however, that once the security is sold pursuant to the provisions of Rule 144, including Rule 144(b)(1), it will thereby cease to be a “Contractually Restricted Security.” For purposes of this definition, in order for a depositary receipt to be considered a “Legally or Contractually Restricted Security,” the underlying security must also be a “Legally or Contractually Restricted Security.”


 


2 Agent shall be defined as Depositary, Trustee, Trust Company or Paying Agent as such definition applies in the DTC Letter of Representations to which this rider may be appended.


 





 



	 	 	
Regulation S Rider 09-2013










  





  











  









 

 






























































 





 


Wells Fargo Commercial Mortgage Trust 2015-C31


Commercial Mortgage Pass-Through Certificates,
Series 2015-C31


 


SCHEDULE B:


 


	
        Class
	
        Public
        CUSIP
	
        Public
        ISIN

	A-1	94989WAP2	US94989WAP23
	A-2	94989WAQ0	US94989WAQ06
	A-3	94989WAR8	US94989WAR88
	A-4	94989WAS6	US94989WAS61
	A-SB	94989WAT4	US94989WAT45
	A-S	94989WAU1	US94989WAU18
	X-A	94989WAV9	US94989WAV90
	
        X-B

        X-D

        B
	
        94989WAW7

        94989WAX5

        94989WAY3
	
        US94989WAW73

        US94989WAX56

        US94989WAY30

	C	94989WAZ0	US94989WAZ05
	PEX	94989WBA4	US94989WBA45
	D	94989WBB2	US94989WBB28


 


SCHEDULE C:


	
         

        Class
	
        Rule 144A

        CUSIP
	
        Rule 144A

        ISIN

	E	94989WAD9	US94989WAD92
	F	94989WAF4	US94989WAF41
	G	94989WAH0	US94989WAH07


 


Schedule
D:


	
         

        Class
	
        Regulation
        S

        CUSIP
	
        Regulation
        S

        ISIN

	E	U95007AB3	USU95007AB37
	F	U95007AC1	USU95007AC10
	G	U95007AD9	USU95007AD92


 


RIDER 1:


Wells Fargo Securities,
LLC, SG Americas Securities, LLC, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC











 






    	 



    	 



    

 


EXHIBIT C-1A


 


FORM OF TRANSFEROR CERTIFICATE

(FOR USE IN CONNECTION WITH TRANSFERS OF NON-REGISTERED CERTIFICATES

TO NON-QIB ACCREDITED INVESTORS)


 


[Date]


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services: Wells Fargo Commercial Mortgage Trust 2015-C31


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial
Mortgage Pass-Through Certificates, Series 2015-C31 (the “Certificates”), Class [_], [having an initial Certificate
Principal Balance or Certificate Notional Amount as of November 12, 2015 (the “Closing Date”) of $__________]
[evidencing a ____% Percentage Interest in the related Class] (the “Transferred Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the Transfer by _________________________ (the “Transferor”) to ________________ (the
“Transferee”) of the Transferred Certificates. The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Trimont
Real Estate Advisors, LLC, as Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator
and as Custodian, and Wilmington Trust, National Association, as Trustee (the “Trustee”). 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 and for the benefit of the Trustee and the Depositor, that:


 


1.          The Transferor
is the lawful owner of the Transferred Certificates with the full right to transfer such Certificates free from any and all claims
and encumbrances whatsoever.


 


2.         Neither the Transferor
nor anyone acting on its behalf has (a) offered, sold, pledged, or otherwise transferred any Transferred Certificate, any
interest in any Transferred Certificate or any other similar security to any person in any manner, (b) solicited any offer
to buy or accept a pledge or other transfer of any Transferred Certificate, any interest in any Transferred Certificate or any
other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in any Transferred Certificate or any other similar security with any person in any manner,


 






    	C-1A-1



    	 



    

  


(d) made any general
solicitation with respect to any Transferred Certificate, any interest in a Transferred Certificate or any other similar security
by means of general advertising or in any other manner or (e) taken any other action, which (in the case of any of the acts
described in clauses (a) through (e) hereof) would constitute a distribution of any Transferred Certificate under the
Securities Act of 1933, as amended (the “Securities Act”), or would render the offer, sale, pledge or other
transfer of any Transferred Certificate a violation of Section 5 of the Securities Act or any applicable state or foreign
securities laws, or would require registration or qualification of any Transferred Certificate pursuant to the Securities Act
or any applicable state or foreign securities laws. 





	 		 
	 	Very truly yours,
	 	 
	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	C-1A-2



    	 



    

  


 


EXHIBIT C-1B


 


FORM OF TRANSFEREE CERTIFICATE

(FOR USE IN CONNECTION WITH TRANSFERS OF NON-REGISTERED CERTIFICATES

TO NON-QIB ACCREDITED INVESTORS)


 


[Date]


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services: Wells Fargo Commercial Mortgage Trust 2015-C31


 


______________________________

[TRANSFEROR]

______________________________

______________________________

______________________________


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through
Certificates, Series 2015-C31 (the “Certificates”), Class [_], [having an initial Certificate Principal Balance
or Certificate Notional Amount as of November 12, 2015 (the “Closing Date”) of $__________] [evidencing a ____%
Percentage Interest in the related Class] (the “Transferred Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the Transfer by ____________________________ (the “Transferor”) to __________________________
(the “Transferee”) of the Transferred Certificates. The Certificates, including the Transferred Certificates,
were issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Trimont
Real Estate Advisors, LLC, as Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator
and as Custodian, and Wilmington Trust, National Association, as Trustee (the “Trustee”). All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, and for the benefit of the Trustee and the Depositor, that:


 


1.          The
Transferee is acquiring interests in the Transferred Certificates for its own account for investment and not with a view to or
for sale or transfer in connection with any distribution thereof, in whole or in part, other than in accordance with the Pooling
and Servicing Agreement in a manner which would not violate the Securities Act 


 






    	C-1B-1



    	 



    

  


of 1933,
as amended (the “Securities Act”), or any applicable state or foreign securities laws.


 


2.          The
Transferee understands that (a) the Transferred Certificates have not been and will not be registered under the Securities
Act or registered or qualified under any applicable state or foreign securities laws, (b) none of the Depositor, the Trustee
or the Certificate Registrar is obligated so to register or qualify the Transferred Certificates and (c) neither the Transferred
Certificates nor any security issued in exchange therefor or in lieu thereof may be reoffered, resold, pledged or otherwise transferred
unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant any applicable state and foreign
securities laws or (ii) offered, sold, pledged or otherwise transferred in transactions that are exempt from, or not subject
to, such registration and qualification and the transferee has delivered either: (A) a certificate from the prospective transferor
substantially in the form attached as Exhibit C-1A or as Exhibit C-2A to the Pooling and Servicing Agreement; (B)  a certificate
from the prospective transferee substantially in the form attached either as Exhibit C-1B or as Exhibit C-2B to the Pooling and
Servicing Agreement; or (C) an opinion of counsel satisfactory to the Certificate Registrar that the sale, pledge or other
transfer may be made without registration under the Securities Act, together with written certification(s) as to the facts surrounding
the transfer from the prospective transferor and/or prospective transferee upon which such opinion is based.


 


3.The
Transferee understands that it may not offer, sell, pledge or otherwise transfer any Transferred Certificate, any security issued
in exchange therefor or in lieu thereof or any interest in the foregoing except in compliance with the provisions of Section 5.02
of the Pooling and Servicing Agreement, which provisions it has carefully reviewed, and that each Transferred Certificate will
bear the following legends:


 


THIS
CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. ANY REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.


 


NO
TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN
OR ARRANGEMENT THAT IS SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT


 






    	C-1B-2



    	 



    

  


INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”) OR ANY MATERIALLY SIMILAR PROVISIONS
OF APPLICABLE FEDERAL, STATE OR LOCAL LAW OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.


 


4.          Neither
the Transferee nor anyone acting on its behalf has (a) offered, sold, pledged or otherwise transferred any Transferred Certificate,
any interest in any Transferred Certificate or any other similar security to any person in any manner, (b) solicited any
offer to buy or accept a pledge or other transfer of any Transferred Certificate, any interest in any Transferred Certificate
or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in any Transferred Certificate or any other similar security with any person in any manner, (d) made
any general solicitation with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other
similar security by means of general advertising or in any other manner or (e) taken any other action with respect to any
Transferred Certificate, any interest in any Transferred Certificate or any other similar security, which (in the case of any
of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Transferred Certificates
under the Securities Act, would render the offer, sale, pledge or other transfer of any Transferred Certificate a violation of
Section 5 of the Securities Act or any state or foreign securities laws, or would require registration or qualification of
the Transferred Certificates pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person
to act, in any manner set forth in the foregoing sentence with respect to any Transferred Certificate, any interest in any Transferred
Certificate or any other similar security.


 


5.          The
Transferee has been furnished with all information regarding (a) the parties to the Pooling and Servicing Agreement, (b) the
Transferred Certificates and distributions thereon, (c) the nature, performance and servicing of the Mortgage Loans, (d) the
Trust and Trust Fund, (e) the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements and (f) all related
matters, that it has requested.


 


6.          The
Transferee is an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a)
of Regulation D under the Securities Act or an entity in which all of the equity owners come within such paragraphs.


 


7.         The
Transferee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks
of an investment in


 






    	C-1B-3



    	 



    

  


the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of
such investment.


	 		 
	 	Very truly yours,
	 	 
	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





  



    	C-1B-4



    	 



    

 


EXHIBIT C-2A


 


FORM OF TRANSFEROR CERTIFICATE

(FOR USE IN CONNECTION WITH TRANSFERS OF NON-REGISTERED

CERTIFICATES TO QIBs)


 


[Date]


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services: Wells Fargo Commercial Mortgage Trust 2015-C31


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through
Certificates, Series 2015-C31 (the “Certificates”), Class [_], [having an initial Certificate Principal Balance
or Certificate Notional Amount as of November 12, 2015 (the “Closing Date”) of $__________] [evidencing a ____%
Percentage Interest in the related Class] (the “Transferred Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by __________ (the “Transferor”) to _________ (the “Transferee”)
of the Transferred Certificates. The Certificates, including the Transferred Certificates, were issued pursuant to the Pooling
and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo
Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Trimont Real Estate
Advisors, LLC, as Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and
as Custodian, and Wilmington Trust, National Association, as Trustee (the “Trustee”). 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, and for the benefit of the Trustee and the Depositor, that:


 


1.         The
Transferor is the lawful owner of the Transferred Certificates with the full right to transfer such Certificates free from any
and all claims and encumbrances whatsoever.


 


2.         Neither
the Transferor nor anyone acting on its behalf has (a) offered, sold, pledged or otherwise transferred any Transferred
Certificate, any interest in any Transferred Certificate or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a pledge or other transfer of any Transferred Certificate, any interest in any
Transferred Certificate or any other similar security from any person in any manner, (c) otherwise approached or
negotiated with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar
security with any person in any manner, (d) made any general solicitation with respect to





 






    	C-2A-1



    	 



    

 


any
Transferred Certificate, any interest in a Transferred Certificate or any other similar security by means of general advertising
or in any other manner or (e) taken any other action with respect to any Transferred Certificate, any interest in a Transferred
Certificate or any other similar security, which (in the case of any of the acts described in clauses (a) through (e) hereof)
would constitute a distribution of any Transferred Certificate under the Securities Act of 1933, as amended (the “Securities
Act”), would render the offer, sale, pledge or other transfer of any Transferred Certificate a violation of Section 5
of the Securities Act or any applicable state or foreign securities laws, or would require registration or qualification of any
Transferred Certificate pursuant to the Securities Act or any applicable state or foreign securities laws. The Transferor will
not act, nor has it authorized or will it authorize any person to act, in any manner set forth in the foregoing sentence with
respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security.


 


3.         The
Transferor and any person acting on behalf of the Transferor in this matter reasonably believe that the Transferee is a “qualified
institutional buyer” (a “Qualified Institutional Buyer”) as that term is defined in Rule 144A (“Rule 144A”)
under the Securities Act, purchasing for its own account or for the account of another person that is itself a Qualified Institutional
Buyer. In determining whether the Transferee is a Qualified Institutional Buyer, the Transferor and any person acting on behalf
of the Transferor in this matter have relied upon the following method(s) of establishing the Transferee’s ownership and
discretionary investments of securities (check one or more):


 


____      (a)         The
Transferee’s most recent publicly available financial statements, which statements present the information as of a date within
16 months preceding the date of sale of the Transferred Certificates in the case of a U.S. purchaser and within 18 months
preceding such date of sale for a foreign purchaser; or


 


____      (b)        The
most recent publicly available information appearing in documents filed by the Transferee with the Securities and Exchange Commission
or another United States federal, state, or local governmental agency or self-regulatory organization, or with a foreign governmental
agency or self-regulatory organization, which information is as of a date within 16 months preceding the date of sale of the
Transferred Certificates in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign
purchaser; or


 


____      (c)        The
most recent publicly available information appearing in a recognized securities manual, which information is as of a date within
16 months preceding the date of sale of the Transferred Certificates in the case of a U.S. purchaser and within 18 months
preceding such date of sale for a foreign purchaser; or


 


____      (d)        A
certification by the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the Transferee,


 


 






    	C-2A-2



    	 



    

  


specifying the amount of securities owned and invested on a discretionary basis by the Transferee as of a specific date on or since
the close of the Transferee’s most recent fiscal year, or, in the case of a Transferee that is a member of a “family
of investment companies”, as that term is defined in Rule 144A(a)(1)(iv), a certification by an executive officer of
the investment adviser specifying the amount of securities owned by the “family of investment companies” as of a specific
date on or since the close of the Transferee’s most recent fiscal year.


 


4.             The
Transferor and any person acting on behalf of the Transferor understand that in determining the aggregate amount of securities
owned and invested on a discretionary basis by an entity for purposes of establishing whether such entity is a Qualified Institutional
Buyer:


 


(a)          the
following instruments and interests shall be excluded: securities of issuers that are affiliated with such entity; securities that
are part of an unsold allotment to or subscription by such entity, if such entity is a dealer; securities of issuers that are part
of such entity’s “family of investment companies”, if such entity is a registered investment company; bank deposit
notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement;
and currency, interest rate and commodity swaps;


 


(b)         the
aggregate value of the securities shall be the cost of such securities, except where the entity reports its securities holdings
in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities
has been published, in which case the securities may be valued at market;


 


(c)         securities
owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with
generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction
of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary
that would be included in the consolidated financial statements of another enterprise.


 


5.            The
Transferor or a person acting on its behalf has taken reasonable steps to ensure that the Transferee is aware that the Transferor
is relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.


 


6.            The
Transferor or a person acting on its behalf has furnished, or caused to be furnished, to the Transferee all information regarding
(a) the parties to the Pooling and Servicing Agreement, (b) the Transferred Certificates and distributions thereon, (c) the
nature, performance and servicing of the Mortgage Loans, (d) the Trust and Trust Fund, 


 






    	C-2A-3



    	 



    

 


(e) the Pooling and Servicing
Agreement and the Mortgage Loan Purchase Agreements and (f) all related matters, that the Transferee has requested.


 


	 		 
	 	Very truly yours,
	 	 
	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 







    	C-2A-4



    	 



    

  


EXHIBIT C-2B


 


FORM OF TRANSFEREE CERTIFICATE

(FOR USE IN CONNECTION WITH TRANSFERS OF NON-REGISTERED CERTIFICATES

TO QIBs)


 


[Date]


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services: Wells Fargo Commercial Mortgage Trust 2015-C31


 


______________________________

[TRANSFEROR]

______________________________

______________________________

______________________________


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial
Mortgage Pass-Through Certificates, Series 2015-C31 (the “Certificates”), Class [_], [having an initial Certificate
Principal Balance or Certificate Notional Amount as of November 12, 2015 (the “Closing Date”) of $__________]
[evidencing a ____% Percentage Interest in the related Class] (the “Transferred Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the Transfer by ______________ (the “Transferor”) to _______________ (the “Transferee”)
of the Transferred Certificates. The Certificates, including the Transferred Certificates, were issued pursuant to the Pooling
and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo
Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Trimont Real Estate
Advisors, LLC, as Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and
as Custodian, and Wilmington Trust, National Association, as Trustee (the “Trustee”). All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, and for the benefit of the Trustee and the Depositor, that:


 


1.         The
Transferee is a “qualified institutional buyer” (a “Qualified Institutional Buyer”) as that term
is defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”) and has completed one of the forms of certification to that effect attached hereto as Annex 1 and Annex 2.
The Transferee is aware that the Transfer to it of the Transferred Certificates is being made in


 






    	C-2B-1



    	 



    

  


reliance on Rule 144A. The
Transferee is purchasing the Transferred Certificates for its own account or for the account of a Qualified Institutional Buyer,
and understands that such Transferred Certificates may be reoffered, resold, pledged or otherwise transferred only (i) to
a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified
Institutional Buyer to whom notice is given that the reoffer, resale, pledge or transfer is being made in reliance on Rule 144A,
or (ii) pursuant to another exemption from registration under the Securities Act, and (iii) in either case, in compliance
with applicable state and foreign securities laws.


 


2.         The
Transferee has been furnished with all information regarding (a) the parties to the Pooling and Servicing Agreement, (b) the
Transferred Certificates and distributions thereon, (c) the nature, performance and servicing of the Mortgage Loans, (d) the
Trust and Trust Fund, (e) the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements and (f) all
related matters, that it has requested. 


 


	 		 
	 	Very truly yours,
	 	 
	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 






    	C-2B-2



    	 



    





 


ANNEX 1 TO EXHIBIT
C-2B


 





QUALIFIED INSTITUTIONAL BUYER STATUS UNDER
SEC RULE 144A

[For Transferees Other Than Registered Investment Companies]


 


The undersigned hereby
certifies as follows to [name of Transferor] (the “Transferor”) and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates being Transferred (the “Transferred Certificates”)
as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:


 


1.         As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity acquiring interests in the Transferred Certificates (the “Transferee”).


 


2.         The
Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act
of 1933, as amended (“Rule 144A”) because (i) [the Transferee] [each of the Transferee’s equity
owners] owned and/or invested on a discretionary basis $______________1 in securities (other than the excluded securities
referred to below) as of the end of the Transferee’s most recent fiscal year (or a specified date since the end of such Transferee’s
most recent fiscal year) (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies
the criteria in the category marked below.


 


		___	Corporation, etc. The Transferee is a corporation (other than a domestic or foreign bank,
savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or any organization
described in Section 501(c)(3) of the Internal Revenue Code of 1986.



 


		___	Bank. The Transferee (a) is a national bank or a banking institution organized under
the laws of any State, U.S. territory or the District of Columbia, the business of which is substantially confined to banking
and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution
and (b) has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, a
copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Transferred Certificates
in the case of a U.S. bank, and not more than 18 months preceding such date of sale in the case of a foreign bank or
equivalent institution.



  


 






1         Transferee
or each of its equity owners must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Transferee
or any such equity owner, as the case may be, is a dealer, and, in that case, Transferee or such equity owner, as the case may
be, must own and/or invest on a discretionary basis at least $10,000,000 in securities.


 






    	C-2B-3



    	 



    

  


		___	Savings and Loan. The Transferee (a) is a savings and loan association, building and
loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or
Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution
and (b) has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, a
copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Transferred Certificates
in the case of a U.S. savings and loan association, and not more than 18 months preceding such date of sale in the case
of a foreign savings and loan association or equivalent institution.



 


		___	Broker-dealer. The Transferee is a dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934, as amended.



 


		___	Insurance Company. The Transferee is an insurance company whose primary and predominant
business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject
to supervision by the insurance commissioner or a similar official or agency of a State, U.S. territory or the District of
Columbia.



 


		___	State or Local Plan. The Transferee is a plan established and maintained by a State, its
political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.



 


		___	ERISA Plan. The Transferee is an employee benefit plan within the meaning of Title I
of the Employee Retirement Income Security Act of 1974.



 


		___	Investment Adviser. The Transferee is an investment adviser registered under the Investment
Advisers Act of 1940, as amended.



 


		___	QIB Subsidiary. All of the Transferee’s equity owners are “qualified institutional
buyers” within the meaning of Rule 144A.
	 	 	 
	 	___	Other.
(Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under subsection (a)(1)
of Rule 144A pursuant to which it qualifies. Note that registered investment companies should complete Annex 2 rather
than this Annex 1.)
	 	 	 
	 	 	 
	 	 	 



  






3.         For
purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by any Person, the Transferee
did not include (i) securities of issuers that are affiliated with such Person, (ii) securities that are part of an unsold
allotment to or subscription by such Person, if such Person is a dealer,


 






    	C-2B-4



    	 



    

  


(iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement,
and (vii) currency, interest rate and commodity swaps.


 


4.         For
purposes of determining the aggregate value of securities owned and/or invested on a discretionary basis by any Person, the Transferee
used the cost of such securities to such Person, unless such Person reports its securities holdings in its financial statements
on the basis of their market value, and no current information with respect to the cost of those securities has been published,
in which case the securities were valued at market. Further, in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of such Person, but only if such subsidiaries are consolidated with such Person in its financial
statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are
managed under such Person’s direction. However, such securities were not included if such Person is a majority-owned, consolidated
subsidiary of another enterprise and such Person is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.


 


5.         The
Transferee is familiar with Rule 144A and understands that the Transferor and other parties related to the Transferred Certificates
are relying and will continue to rely on the statements made herein because one or more Transfers to the Transferee may be in reliance
on Rule 144A.


  


___         ___      Will the Transferee be acquiring interests
in the Transferred

Yes         No       Certificates only for the Transferee’s own account?


 


6.         If
the answer to the foregoing question is “no”, then in each case where the Transferee is acquiring any interest in a
Transferred Certificate for an account other than its own, such account belongs to a third party that is itself a “qualified
institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of
such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.


 


7.         The
Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Transferee’s acquisition of any interest in the Transferred Certificates will constitute
a reaffirmation of this certification as of the date of such acquisition. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such parties any updated annual financial statements that
become available on or before the date of such acquisition, promptly after they become available.


 






    	C-2B-5



    	 



    







 


8.         Capitalized
terms used but not defined herein have the meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.


 





	 		 
	 	[TRANSFEREE]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Date:


 






    	C-2B-6



    	 



    

 


ANNEX 2 TO EXHIBIT
C-2B


 


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER
SEC RULE 144A

[For Transferees That Are Registered Investment Companies]


 


The undersigned hereby
certifies as follows to [name of Transferor] (the “Transferor”) and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificate being Transferred (the “Transferred Certificates”)
as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:


 


1.         As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity acquiring interests in the Transferred Certificates (the “Transferee”) or, if the Transferee
is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
amended (“Rule 144A”) because the Transferee is part of a Family of Investment Companies (as defined in
paragraph 3 below), is an executive officer of the investment adviser (the “Adviser”).


 


2.         The
Transferee is a “qualified institutional buyer” as defined in Rule 144A because (i) the Transferee is an
investment company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Transferee
alone owned and/or invested on a discretionary basis, or the Transferee’s Family of Investment Companies owned, at least
$100,000,000, in securities (other than the excluded securities referred to in paragraph 4 below) as of the end of the Transferee’s
most recent fiscal year. For purposes of determining the amount of securities owned by the Transferee or the Transferee’s
Family of Investment Companies, the cost of such securities was used, unless the Transferee or any member of the Transferee’s
Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the basis of
their market value, and no current information with respect to the cost of those securities has been published, in which case the
securities of such entity were valued at market.


 


		___	The Transferee owned and/or invested on a discretionary basis $___________ in securities (other
than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being
calculated in accordance with Rule 144A).



 


		___	The Transferee is part of a Family of Investment Companies which owned in the aggregate $___________
in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal
year (such amount being calculated in accordance with Rule 144A).



 


3.         The
term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof)
that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority-owned


 






    	C-2B-7



    	 



    

  


subsidiaries
of the same parent or because one investment adviser is a majority-owned subsidiary of the other).


 


4.         The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Transferee
or are part of the Transferee’s Family of Investment Companies, (ii) bank deposit notes and certificates of deposit,
(iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement,
and (vi) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, or owned by the Transferee’s Family of Investment Companies,
the securities referred to in this paragraph were excluded.


 


5.         The
Transferee is familiar with Rule 144A and understands that the Transferor and other parties related to the Transferred Certificates
are relying and will continue to rely on the statements made herein because one or more Transfers to the Transferee will be in
reliance on Rule 144A.


 


___       ___     Will the Transferee be acquiring interests
in the Transferred

Yes        No      Certificates only for the Transferee’s own account?


 


6.         If
the answer to the foregoing question is “no”, then in each case where the Transferee is acquiring any interest in the
Transferred Certificates for an account other than its own, such account belongs to a third party that is itself a “qualified
institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of
such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.


 


7.         The
undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee’s acquisition of any interest in the Transferred Certificates will constitute a reaffirmation
of this certification by the undersigned as of the date of such acquisition.


 






    	C-2B-8



    	 



    

  


8.         Capitalized
terms used but not defined herein have the meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.


 





	 		 
	 	Print Name of Transferee or Adviser
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 		
	 	IF AN ADVISER:
	 	 
	 	Print Name of Adviser
	 	 
	 	Date:


 






    	C-2B-9



    	 



    

   


EXHIBIT C-3A


 


FORM OF TRANSFEROR CERTIFICATE

(FOR USE IN CONNECTION WITH TRANSFERS OF NON-REGISTERED CERTIFICATES

UNDER REGULATION S)


 


[Date]


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services: Wells Fargo Commercial Mortgage Trust 2015-C31


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through
Certificates, Series 2015-C31 (the “Certificates”), Class [_], [having an initial Certificate Principal Balance
or Certificate Notional Amount as of November 12, 2015 (the “Closing Date”) of $__________] [evidencing a ____%
Percentage Interest in the related Class] (the “Transferred Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by ____________ (the “Transferor”) to ________________ (the “Transferee”)
through our respective Depository Participants of the Transferor’s beneficial ownership interest (currently maintained on
the books and records of The Depository Trust Company (“DTC”) and the Depository Participants) in the Transferred
Certificates. The Certificates, including the Transferred Certificates, were issued pursuant to the Pooling and Servicing Agreement
dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage
Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Trimont Real Estate Advisors, LLC, as
Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and
Wilmington Trust, National Association, as Trustee (the “Trustee”). All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to and agrees with you, and for the benefit of the Trustee and the Depositor, that:


 


1.         The Transferor
is the lawful owner of the Transferred Certificates with the full right to transfer such Certificates free from any and all claims
and encumbrances whatsoever.


 


2.         At the time the
buy order was originated, the Transferor reasonably believed that the Transferee was outside the United States, its territories
and possessions.


 


3.         If the Transferor
is a “distributor” within the meaning of Rule 902(d) of Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities


 









    	C-3A-1



    	 



    




  








Act”) with
respect to the Transferred Certificates, or an affiliate of such a distributor or of the Depositor, or a person acting on behalf
of such a distributor, the Depositor or any affiliate of such distributor or of the Depositor, then:


 


(a)        the
sale of the Transferred Certificates by the Transferor to the Transferee will be executed in, on or through a physical trading
floor of an established foreign securities exchange that is located outside the United States, its territories and possessions;


 


(b)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in the United
States, its territories and possessions, with respect to the Transferred Certificates by the Transferor, any of its affiliates,
or any person acting on behalf of any of the foregoing;


 


(c)       all
offers and sales, if any, of the Transferred Certificates by or on behalf of the Transferor prior to the expiration of the distribution
compliance period specified in category 2 or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable,
have been and will be made only in accordance with the provisions of Rule 903 of Regulation S, pursuant to registration of
the Transferred Certificates under the Securities Act, or pursuant to an available exemption from the registration requirements
of the Securities Act, and, in either case, in compliance with applicable state and foreign securities laws;


 


(d)       all
offering materials and documents (other than press releases), if any, used in connection with offers and sales of the Transferred
Certificates by or on behalf of the Transferor prior to the expiration of the distribution compliance period specified in category
2 or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable, complied with the requirements of Rule 902(g)(2)
of Regulation S; and


 


(e)       if
the Transferee is a distributor, a dealer or a person receiving a selling concession, a fee or other remuneration and the offer
or sale of the Transferred Certificates thereto occurs prior to the expiration of the applicable 40-day distribution compliance
period, the Transferor has sent a confirmation or other notice to the Transferee that the Transferee is subject to the same restrictions
on offers and sales that apply to a distributor.


 


4.         If the Transferor
is not a distributor with respect to the Transferred Certificates or an affiliate of such a distributor or of the Depositor or
acting on behalf of such a distributor, the Depositor or any affiliate of such a distributor or of the Depositor, then:


 


(a)        the
sale of the Transferred Certificates by the Transferor to the Transferee will be executed in, on or through the facilities of a
designated offshore securities market described in Rule 902(b) of Regulation S and in compliance with applicable state
and foreign securities laws, and neither the Transferor nor anyone acting on its behalf knows that such transaction has been prearranged
with a buyer in the United States, its territories and possessions;


 






    	C-3A-2



    	 



    

  


(b)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in the United
States, its territories and possessions, with respect to the Transferred Certificates by the Transferor, any of its affiliates,
or any person acting on behalf of any of the foregoing;


 


(c)        if
the Transferee is a dealer or a person receiving a selling concession, a fee or other remuneration in respect of the Transferred
Certificates and the offer or sale of the Transferred Certificates thereto occurs prior to the expiration of the applicable 40-day
distribution compliance period, the Transferor has sent a confirmation or other notice to the Transferee stating that the Transferred
Certificates may be offered and sold during the distribution compliance period only in accordance with the provisions of Regulation
S, pursuant to registration of the Transferred Certificates under the Securities Act or pursuant to an available exemption from
the registration requirements of the Securities Act, and, in either case, in compliance with applicable state and foreign securities
laws.


 





	 		 
	 	Very truly yours,
	 	 
	 	(Transferor)
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 



    	C-3A-3



    	 



    




  


EXHIBIT C-3B


 


FORM OF TRANSFEREE CERTIFICATE

(FOR USE IN CONNECTION WITH TRANSFERS OF NON-REGISTERED CERTIFICATES UNDER REGULATION S)


 


[Date]


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services: Wells Fargo Commercial Mortgage Trust 2015-C31


 


______________________________

[TRANSFEROR]

______________________________

______________________________

______________________________


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through
Certificates, Series 2015-C31 (the “Certificates”), Class [_], [having an initial Certificate Principal Balance
or Certificate Notional Amount as of November 12, 2015 (the “Closing Date”) of $__________] [evidencing a ____%
Percentage Interest in the related Class] (the “Transferred Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the Transfer by ____________ (the “Transferor”) to ___________ (the “Transferee”)
through our respective Depository Participants of the Transferor’s beneficial ownership interest (currently maintained on
the books and records of The Depository Trust Company (“DTC”) and the Depository Participants) in the Transferred
Certificates. The Certificates, including the Transferred Certificates, were issued pursuant to the Pooling and Servicing Agreement
dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage
Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Trimont Real Estate Advisors, LLC, as
Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and
Wilmington Trust, National Association, as Trustee (the “Trustee”). All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies,
represents and warrants to and agrees with you, and for the benefit of the Trustee and the Depositor, that:


 


1.          The
Transferee is not a United States Securities Person. For purposes of this certification, “United States Securities Person”
means (i) any natural person resident in the United States (for purposes of this paragraph 1, “United States”
means the United


 






    	C-3B-1



    	 



    

  


States, its territories and possessions, any State of the United States, and the District of Columbia), (ii) any
partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor
or administrator is a United States Securities Person, other than any estate of which any professional fiduciary acting as executor
or administrator is a United States Securities Person if an executor or administrator of the estate who is not a United States
Securities Person has sole or shared investment discretion with respect to the assets of the estate and the estate is governed
by foreign law, (iv) any trust of which any trustee is a United States Securities Person, other than a trust of which any
professional fiduciary acting as trustee is a United States Securities Person if a trustee who is not a United States Securities
Person has sole or shared investment discretion with respect to the trust assets and no beneficiary of the trust (and no settlor
if the trust is revocable) is a United States Securities Person, (v) any agency or branch of a foreign entity located in the
United States, (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other
fiduciary for the benefit or account of a United States Securities Person, (vii) any discretionary account or similar account
(other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the
United States, other than one held for the benefit or account of a non-United States Securities Person by a dealer or other professional
fiduciary organized, incorporated or (if any individual) resident in the United States, (viii) any partnership or corporation
if (a) organized or incorporated under the laws of any foreign jurisdiction and (b) formed by a United States Securities
Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or
incorporated, and owned, by “accredited investors”, as defined in Rule 501(a) of Regulation D under the United
States Securities Act of 1933, as amended (the “Securities Act”), who are not natural persons, estates or trusts;
provided, however, that (A) any agency or branch of a United States Securities Person located outside the United States which operates
for valid business reasons and is engaged in the business of insurance or banking and is subject to substantive insurance or banking
regulation, respectively, in the jurisdiction where located, and (B) the International Monetary Fund, the International Bank for
Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank,
the United Nations and their agencies, affiliates and pension plans, any other similar international organization, their agencies,
affiliates and pension plans, shall not constitute United States Securities Persons.


 


2.         The
Transferee understands that (a) the Transferred Certificates have not been and will not be registered under the Securities
Act or registered or qualified under any applicable state or foreign securities laws, (b) none of the Depositor, the Trustee
or the Certificate Registrar is obligated so to register or qualify the Class of Certificates to which the Transferred Certificates
belong and (c) no interest in the Transferred Certificates nor any security issued in exchange therefor or in lieu thereof
may be reoffered, resold, pledged or otherwise transferred unless it is (i) registered pursuant to the Securities Act and
registered or qualified pursuant any applicable state or foreign securities laws or (ii) reoffered, resold, pledged or otherwise
transferred in transactions which are exempt from such registration and qualification.


 






    	C-3B-2



    	 



    




 


3.         The
Transferee understands that it may not reoffer, resell, pledge or otherwise transfer any Transferred Certificate, any security
issued in exchange therefor or in lieu therefor or any interest in the foregoing except in compliance with the provisions of Section 5.02
of the Pooling and Servicing Agreement, which provisions it has carefully reviewed, and that each Transferred Certificate will
bear the following legends:


 


THIS CERTIFICATE HAS NOT
BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES
LAWS OF ANY STATE OR FOREIGN JURISDICTION. ANY REOFFER, RESALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION
AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


NO TRANSFER OF THIS CERTIFICATE
OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT
TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”) OR ANY MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL,
STATE OR LOCAL LAW OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. 


 





	 		 
	 	Very truly yours,
	 	 
	 	(Transferee)
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	C-3B-3



    	 



    

  


EXHIBIT D-1


 


FORM OF TRANSFEREE CERTIFICATE IN CONNECTION
WITH ERISA

(NON-INVESTMENT GRADE CERTIFICATES HELD IN PHYSICAL FORM)


 


[Date]


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention:Corporate Trust Services – Wells Fargo Commercial Mortgage Trust 2015-C31

[OR OTHER CERTIFICATE REGISTRAR] 


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through
Certificates, Series 2015-C31, Class __ Certificates [having an initial aggregate Certificate [Principal Balance] [Notional Amount]
as of November 12, 2015 (the “Closing Date”) of $__________] [evidencing a ____% Percentage Interest in the
related Class] (the “Transferred Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Transferred Certificates pursuant to Section 5.02 of the Pooling and Servicing Agreement (the “Pooling and
Servicing Agreement”), dated as of November 1, 2015 among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Trimont Real Estate Advisors, LLC, as Trust Advisor, Wells Fargo Bank, National Association, as Certificate
Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you as Certificate Registrar, as follows (check the applicable paragraph):


 


___                        1.          The
Transferee is neither (A) a retirement plan or other employee benefit plan or arrangement, including an individual retirement
account or annuity, a Keogh plan or a collective investment fund or separate account, the assets of which are considered “plan
assets” under U.S. Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA,
or for purposes of Similar Law, including an insurance company general account, that is subject to ERISA, Section 4975 of
the Code or Similar Law (each, a “Plan”), nor (B) a Person who is directly or indirectly purchasing the
Transferred Certificates on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan;


 


___                        2.          The
Transferred Certificates are not Class R Certificates, and the Transferee is using funds from an insurance company general account
to acquire the


 






    	D-1-1



    	 



    

  





Transferred Certificates, and the purchase and holding of such Certificates by such Person are exempt from the prohibited
transaction provisions of Section 406 of ERISA and Section 4975 of the Code under Sections I and III of Prohibited
Transaction Class Exemption 95-60; or


 


___                        3.          (I)
The Transferred Certificates are Class ___ Certificates, an interest in which is being acquired by or on behalf of a Plan in
reliance on the prohibited transaction exemption (as amended) issued by the U.S. Department of Labor to Wells Fargo
Securities, LLC (Prohibited Transaction Exemption 96-22) (as amended by Prohibited Transaction Exemption 2013-08),
(II) such Transferred Certificates have an investment grade rating on the date of this letter and
(III) (X) such Plan is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D
of the Securities Act, (Y) such Plan is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by any
member of the Restricted Group, and (Z) such Transferee agrees that it will obtain from each of its Transferees to which
it transfers an interest in the Transferred Certificates, a written certification to the effect described in Paragraph 1
above, a written certification to the effect described in Paragraph 2 above or a written representation that such Transferee
satisfies the requirements of the immediately preceding clauses (III) (X) and (Y) of this Paragraph 3, together with a
written agreement that such Transferee will obtain from each of its Transferees a similar written certification or
representation.


 





	 		 
	 	Very truly yours,
	 	 
	 	[TRANSFEREE]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	D-1-2



    	 



    

  


 EXHIBIT
D-2


 


FORM OF TRANSFEREE CERTIFICATE IN CONNECTION
WITH ERISA

(CERTIFICATES HELD IN BOOK-ENTRY FORM)


 


[Date]


 


[TRANSFEROR]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through
Certificates, Series 2015-C31, Class __ Certificates [having an initial aggregate [Principal Balance] [Notional Amount] as of November
12, 2015 (the “Closing Date”) of $__________] (the “Transferred Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the Transfer by ______________________ (the “Transferor”) to _________________ (the
“Transferee”) through our respective DTC Participants of the Transferor’s beneficial ownership interest
(currently maintained on the books and records of The Depository Trust Company (“DTC”) and the Depository Participants)
in the Transferred Certificates. The Certificates, including the Transferred Certificates, were issued pursuant to the Pooling
and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo
Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services,
a Division of PNC Bank, National Association, as Special Servicer, Trimont Real Estate Advisors, LLC, as Trust Advisor, Wells Fargo
Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National
Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth
in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you as follows (check the applicable
paragraph):


 


___                        1.         The
Transferee is neither (A) a retirement plan, an employee benefit plan or other retirement arrangement, including an individual
retirement account or annuity, a Keogh plan or a collective investment fund or separate account, the assets of which are considered
“plan assets” under U.S. Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)
of ERISA, or for purposes of Similar Law, including an insurance company general account, that is subject to Section 406 of
ERISA, Section 4975 of the Code or Similar Law (each, a “Plan”), nor (B) a Person who is directly
or indirectly purchasing an interest in the Transferred Certificates on behalf of, as named fiduciary of, as trustee of, or with
assets of, a Plan;


 


___                        2.         The
Transferee is using funds from an insurance company general account to acquire an interest in the Transferred Certificates, and
the purchase and holding of such interest by such Person are exempt from the prohibited transaction provisions of Section 406
of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60; or


 






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___                        3.         (I)
The Transferred Certificates are Class __ Certificates, an interest in which is being acquired by or on behalf of a Plan in reliance
on the prohibited transaction exemption (as amended) issued by the U.S. Department of Labor to Wells Fargo Securities, LLC
(Prohibited Transaction Exemption 96-22) (as amended by Prohibited Transaction Exemption 2013-08), (II) such Transferred
Certificates have an investment grade rating on the date of this letter and (III) (X) such Plan is an “accredited
investor” as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) such Plan is not sponsored
(within the meaning of Section 3(16)(B) of ERISA) by any member of the Restricted Group, and (Z) such Transferee agrees
that it will obtain from each of its Transferees to which it transfers an interest in the Transferred Certificates, a written
certification to the effect described in Paragraph 1 above, a written certification to the effect described in Paragraph 2 above
or a written representation that such Transferee satisfies the requirements of the immediately preceding clauses (III) (X)
and (Y) of this Paragraph 3, together with a written agreement that such Transferee will obtain from each of its Transferees a
similar written certification or representation. 





	 		 
	 	 
	 	
 [TRANSFEREE]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	D-2-2



    	 



    

  


EXHIBIT E-1


 


FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

FOR TRANSFERS OF CLASS R CERTIFICATES


 


TRANSFER AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Series 2015-C31 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Trimont Real Estate Advisors, LLC, as
Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and
Wilmington Trust, National Association, as Trustee



  





	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 the [________]
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 “REMIC I”, “REMIC II” and “REMIC III”,
respectively, relating to the Certificates for which an election has been or is to be made under Section 860D of the Internal
Revenue Code of 1986 (the “Code”).


 


3.        The Purchaser is
a Permitted Transferee (as defined in the Pooling and Servicing Agreement) and the Purchaser’s U.S. taxpayer identification
number is __________. The Purchaser is not a “Disqualified Organization”, and 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 thereof, to a person that is not a Permitted Transferee or to a Disqualified Organization. For the purposes hereof, a
“Disqualified Organization” is any of the following: (i) the United States or a possession thereof, any
State or any political subdivision thereof, 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 any such governmental unit), (ii) a foreign government, international
organization, or


 






    	E-1-1



    	 



    

  


any agency or instrumentality of either of the foregoing, (iii) any organization (except certain farmers’
cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (unless
such organization is subject to the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381 of the Code or (v) any other Person so designated by the
Tax Administrator, based upon an Opinion of Counsel delivered to the Tax Administrator (but not at the Tax Administrator’s
expense) to the effect that the holding of an Ownership Interest in a Class R Certificate by such Person may cause the Trust
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 is
not a foreign permanent establishment or a fixed base (within the meaning of any applicable income tax treaty between the United
States and any foreign jurisdiction) of a United States Tax Person.


 


5.         The Purchaser will
not cause the income from the Class R Certificates to be attributable to a foreign permanent establishment or fixed base (within
the meaning of any applicable income tax treaty between the United States and any foreign jurisdiction) of a United States Tax
Person.


 


6.        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.


 


7.        No purpose of the
acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


8.        [Check the statement
that applies]


 


·            If the Transferor requires the safe harbor under Treasury Regulations Section 1.860E-1 to apply:


                  
 


___     a.              In accordance
with Treasury Regulations Section 1.860E-1, the Purchaser (i) is an “eligible corporation” as defined in
Section 1.860E-1(c)(6)(i) of the Treasury Regulations, as to which the income of Class R Certificates will only be subject
to taxation in the United States, (ii) has, and has had in each of its two preceding fiscal years, gross assets for financial
reporting purposes (excluding any obligation of a person related to the transferee within the meaning of Section 1.860E-1(c)(6)(ii)
of the Treasury Regulations or any other assets if a principal purpose for holding or acquiring such asset is to satisfy this condition)
in excess of $100 million and net assets of $10 million, and (iii) hereby agrees only to transfer the Certificate
to another corporation meeting the criteria set forth in Treasury Regulations Section 1.860E-1;





 


or


 







    	E-1-2



    	 



    

  


___     b.             The Purchaser
is a United States Tax Person and the consideration paid to the Purchaser for accepting the Class R Certificates is greater
than the present value of the anticipated net federal income taxes and tax benefits (“Tax Liability Present Value”)
associated with owning such Certificates, with such present value computed using a discount rate equal to the “Federal short-term
rate” prescribed by Section 1274 of the Code as of the date hereof or, to the extent it is not, if the Transferee has
asserted that it regularly borrows, in the ordinary course of its trade or business, substantial funds from unrelated third parties
at a lower interest rate than such applicable federal rate and the consideration paid to the Purchaser is greater than the Tax
Liability Present Value using such lower interest rate as the discount rate, the transactions with the unrelated third party lenders,
the interest rate or rates, the date or dates of such transactions, and the maturity dates or, in the case of adjustable rate debt
instruments, the relevant adjustment dates or periods, with respect to such borrowings, are accurately stated in Exhibit A
to this letter.


 


·               If the Transferor does not require the safe harbor under Treasury Regulations Section 1.860E-1 to apply:


                
 


___     c.              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 Certificates in excess of any cash flows generated
by such Certificates.


 


11.      The Purchaser
will not transfer the Class R Certificates to any person or entity as to which the Purchaser has not received an affidavit
substantially in the form of this affidavit or to any person or entity as to which the Purchaser has actual knowledge that the
requirements set forth in paragraphs 3, 4, 5, 7 or 9 hereof are not satisfied, or to any person or entity with respect to which
the Purchaser has not (at the time of such Transfer) satisfied the requirements under the Code to conduct a reasonable investigation
of the financial condition of such person or entity (or its current beneficial owners if such person or entity is classified as
a partnership under the Code).


 


12.      The Purchaser
agrees to such amendments of the Pooling and Servicing Agreement as may be required to further effectuate the prohibition against
transferring the Class R Certificates to a Disqualified Organization, an agent thereof or a person that does not satisfy the
requirements of paragraphs 7 and 9.


 


13.       The Purchaser
consents to the designation of the Tax Administrator as the agent of the Tax Matters Person of the REMIC I, REMIC II and REMIC
III pursuant to Section 10.01(d) of the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 






    	E-1-3



    	 



    

  


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___ day of ________________.


 





	 		 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Personally appeared before
me [__] known or proved to me to be the same person who executed the foregoing instrument and to be a [__] of the Purchaser, and
acknowledged to me that he/she executed the same as his/her free act and deed and as the free act and deed of the Purchaser.


 


Subscribed and sworn before me this

____ day of _______________. 





	 	 
	Notary Public	 



  






    	E-1-4



    	 



    


 


  


EXHIBIT E-2


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS
OF

CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services – Wells Fargo Commercial Mortgage Trust 2015-C31

[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through
Certificates, Series 2015-C31, Class R Certificates, evidencing a ____% Percentage Interest in such Class (the “Residual
Interest Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Transferred Certificates pursuant to Section 5.02 of the Pooling and Servicing Agreement (the “Pooling and
Servicing Agreement”), dated as of November 1, 2015 among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Trimont Real Estate Advisors, LLC, as Trust Advisor, Wells Fargo Bank, National Association, as Certificate
Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms
used herein and not otherwise defined 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, as follows:


 


1.        No purpose of the
Transferor relating to the transfer of the Residual Interest 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 Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit E-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 (or the beneficial
owners of the Transferee if the Transferee is classified as a partnership under the Code) as contemplated by Treasury Regulations
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 


 






    	E-2-1



    	 



    

  


and has found no significant 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 Interest 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,
	 	 
	 	By:	 
	 	 	(Transferor)
	 	 	Name:
	 	 	Title:





 






    	E-2-2



    	 



    

   


EXHIBIT F-1


 


FORM OF MASTER SERVICER REQUEST FOR RELEASE


 


[Date]


 


Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: WFCM 2015-C31


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31,

Commercial Mortgage Pass-Through Certificates, Series 2015-C31



 


In connection with the
administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement,
dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage
Securities, Inc., as depositor, Wells Fargo Bank, National Association as master servicer (in such capacity, the “Master
Servicer”), as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”),
Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Trimont Real Estate Advisors, LLC, as
trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as Master Servicer with respect to the following
described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf
of you as Custodian with respect to such Mortgage Loan for the reason indicated below.


 


Property Name:

Address:

Loan No.:


 


If only particular documents in the Mortgage File are requested,
please specify which:


 


Reason for requesting Mortgage File (or portion thereof):


 


______                 1.        Mortgage
Loan paid in full. The undersigned hereby certifies that all amounts received in connection with the Mortgage Loan that are required
to be credited to the [Collection Account] [[and the] Serviced Pari Passu Companion Loan Custodial Account] pursuant to the Pooling
and Servicing Agreement, have been or will be so credited.


 


______                 2.        Other.
(Describe) ___________________________________________________________________________________________


________________________________________________________________________________________________________________





 


The undersigned acknowledges
that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of
the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless
the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently.


 






    	F-1-1



    	 



    




 


Capitalized terms used
but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. 





	 		 
	 	 
	 	[__________________________],
	 	as the Master Servicer
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	F-1-2



    	 



    

  





EXHIBIT F-2


 


FORM OF SPECIAL SERVICER REQUEST FOR RELEASE


 


[Date]


 


Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: WFCM 2015-C31


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through
Certificates, Series 2015-C31



 


In connection with the
administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement,
dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage
Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Wells Fargo Bank, National Association,
as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Midland
Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Trimont
Real Estate Advisors, LLC, as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special
Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof
specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below.


 


Property Name:

Address:

Loan No.:


 


If only particular documents in the Mortgage File are requested,
please specify which:


 


Reason for requesting Mortgage File (or portion thereof):


 


______                1.         The
Mortgage Loan is being foreclosed.


 


______                2.         Other.
(Describe)


 


The undersigned acknowledges
that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of
the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within
such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in
which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless
the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will
be retained by us permanently.


 






    	F-2-1



    	 



    

  


Capitalized terms used
but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. 





	 		 
	 	 
	 	[__________________________],
	 	as Special Servicer
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  



    	F-2-2



    	 



    




 


EXHIBIT F-3A


 


FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


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:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 (the “Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial
Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division
of PNC Bank, National Association, as Special Servicer, Trimont Real Estate Advisors, LLC, as Trust Advisor, Wells Fargo Bank,
National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association,
as Trustee. 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 Depositor, that:


 


1.         The Transferor
is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with
respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any
and all claims and encumbrances whatsoever.


 


2.        Neither the Transferor
nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing
Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited
any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess
Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with
respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any
person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute
a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended


 






    	F-3A-1



    	 



    

  


(the “Securities Act”),
or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state
securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act
or any state securities laws.


 





	 		 
	 	Very truly yours,
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  



    	F-3A-2



    	 



    




  


EXHIBIT F-3B


 


FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


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


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086 120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2015-C31 Asset Manager


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through
Certificates, Series 2015-C31 (the “Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial
Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division
of PNC Bank, National Association, as Special Servicer, Trimont Real Estate Advisors, LLC, as Trust Advisor, Wells Fargo Bank,
National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association,
as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master
Servicer, that:


 


1.        The Transferee
is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account
for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part,
in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable
state securities laws.


 


2.        The Transferee
understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator
or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right,


 






    	F-3B-1



    	 



    

  


and (c) the Excess Servicing
Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration
and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form
attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor
have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling
and Servicing Agreement.


 


3.         The Transferee
understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance
with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.        Neither the Transferee
nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess Servicing
Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited
any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest in the Excess
Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with
respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any
person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess
Servicing Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act,
in any manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security.


 


5.        The Transferee
has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance
and servicing of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.        The Transferee
is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b) an
“accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment
decision; and


 






    	F-3B-2



    	 



    

  


the Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.


 


7.       The Transferee
agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement,
and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result in a
violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners,
employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other
Person other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required
by law, court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure
by such holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however,
that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the
Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees
in writing to keep such information confidential, not to use or disclose such information in any manner which could result in a
violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates
pursuant to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person
other than such Persons’ auditors, legal counsel and regulators.


 


8.         The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing
Agreement except as set forth in Section 3.11(a) of the Pooling and Servicing Agreement, and that the Excess Servicing Fee
Rate may be reduced to the extent provided in the Pooling and Servicing Agreement. 


 


	 		 
	 	Very truly yours,
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 






    	F-3B-3



    	 



    





EXHIBIT G-1


 


FORM OF DISTRIBUTION DATE STATEMENT


 






    	G-1-1



    	 



    




 



	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31


    Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION DATE STATEMENT	 	 	 
	 	 	 	 	Table of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Exchangeable Class Detail	4	 	 	 
	 	 	 	 	Reconciliation Detail	5	 	 	 
	 	 	 	 	Other Required Information	6	 	 	 
	 	 	 	 	Cash Reconciliation Detail	7	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification Tables	8-10	 	 	 
	 	 	 	 	Mortgage Loan Detail	11	 	 	 
	 	 	 	 	NOI Detail	12	 	 	 
	 	 	 	 	Principal Prepayment Detail	13	 	 	 
	 	 	 	 	Historical Detail	14	 	 	 
	 	 	 	 	Delinquency Loan Detail	15	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	16-17	 	 	 
	 	 	 	 	Advance Summary	18	 	 	 
	 	 	 	 	Modified Loan Detail	19	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	20	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation	21	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	22-23	 	 	 
	 	 	 	 	Defeased Loan Detail	24	 	 	 
	 	 	 	 	Supplemental Reporting	25	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	Master Servicer	 	 	 	Special Servicer	 	 	 	Trust Advisor	 	 
	 	 	Wells
                                         Fargo Commercial Mortgage

                                         Securities, Inc.

                                         375 Park Avenue

                                         2nd Floor, J0127-23

                                         New York, NY 10152


                                         Contact: Anthony.Sfarra@wellsfargo.com
                                         

                                         Phone Number:     (212)
                                         214-5613 
	 	 	 	Wells
    Fargo Bank, National Association

    550 S. Tryon Street, 14th Floor 
Charlotte, NC 28202 



Contact:
REAM_InvestorRelations@wellsfargo.com

    Phone Number:        (866) 898-1615	 	 	 	Midland
    Loan Services 

    A Division of PNC Bank, N.A. 

    10851 Mastin Street, Building 82 

    Overland Park, KS 66210 



Contact: Heather Wagner 

    Phone Number:   (913) 253-9570	 	 	 	Trimont
                                         Real Estate Advisors, Inc.

                                             3424
                                         Peachtree Road NE Suite 2200

Atlanta, GA 30326


                                         


 Contact: John D’Amico 
 Phone Number:        (404)
                                         581-1695
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 25



    	 



    

 







	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31


    Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class
    (1)	 	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 (2)	 	 
	 	 	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-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	 	 
	 	 	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	 	 	 	 	 	 	 	 
	 	 	(1)
                                         The balances of the Class A-S, Class B, Class C certificates represent the balance of
                                         their respective Regular Interest, as detailed in the Pooling and Servicing Agreement.
                                         A portion of these classes may be exchanged and held in Class PEX. For details on the
                                         current status and payments of Class PEX, see page 4. 


(2) 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 25



    	 



    




	 	 	 	 
		Wells Fargo Commercial
    Mortgage Trust 2015-C31


    Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	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-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	 
	 	PEX	 	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	 
	 	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	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    	Page 3 of 25



    	 



    

 







	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31



    Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exchangeable
    Class Detail
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class\

    Component	CUSIP	Pass-Through

    Rate	Original

    Balance	Beginning

    Balance	Principal

    Distribution	Interest

    Distribution	Prepayment

    Premium	Realized
    Loss /

    Additional Trust

    Fund Expenses	Total

    Distribution	Ending

    Balance	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A-S Regular Interest Breakdown	 	 	 	 	 	 	 	 
	 	 	A-S
    (Cert)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	A-S (Pex)	 	0.000000%	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	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	B Regular Interest Breakdown	 	 
	 	 	B (Cert)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	B (Pex)	 	0.000000%	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	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	C Regular Interest Breakdown	 	 
	 	 	C
    (Cert)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	C
    (Pex)	 	0.000000%	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	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class PEX Detail 	 	 
	 	 	 	 	 
	 	 	Class\

    Component	CUSIP	Pass-Through

    Rate	Original

    Balance	Beginning

    Balance	Principal

    Distribution	Interest

    Distribution	Prepayment

    Premium	Realized
    Loss /

    Additional Trust

    Fund Expenses	Total

    Distribution	Ending

    Balance	 	 
	 	 	PEX	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	Page 4 of 25



    	 



    

  


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31



    Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-S	 	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  
    	 	 
	 	 	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  
    	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    	Page 5 of 25



    	 



    





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31



    Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	  0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Current LIBOR	 	0.00%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Next  Month’s LIBOR	 	0.00%	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	 	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App. Red.	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
        (1) The Available Distribution
        Amount includes any Prepayment Premiums.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	Page 6 of 25



    	 



    






 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31



    Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	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, N.A.	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administration Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC Royalty License Fee	0.00	 	 
	 	Net Prepayment Interest Shortfall	0.00	 	 	Trust Advisor Fee - Trimont Real Estate
    Advisors, LLC	0.00	 	 
	 	Net Prepayment Interest Excess	0.00	 	 	Total Fees	 	0.00	 
	 	Extension Interest	0.00	 	 	Additional Trust Fund Expenses:	 	 	 
	 	Interest Reserve Withdrawal	0.00	 	 	 	 	 	 
	 	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	 	 	Other Expenses	0.00	 	 
	 	Curtailments	0.00	 	 	Total Additional Trust Fund Expenses	 	0.00	 
	 	Negative Amortization	0.00	 	 	 	 	 	 
	 	Principal Adjustments	0.00	 	 	Interest Reserve Deposit	 	0.00	 
	 	Total Principal Collected	 	0.00	 	 	 	 	 
	 	 	 	 	 	Payments to Certificateholders &
    Others:	 	 	 
	 	Other:	 	 	 	Interest Distribution	0.00	 	 
	 	Prepayment Penalties/Yield Maintenance	0.00	 	 	Principal Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Prepayment Penalties/Yield Maintenance	0.00	 	 
	 	Borrower Option Extension Fees	0.00	 	 	Borrower Option Extension Fees	0.00	 	 
	 	Equity Payments Received	0.00	 	 	Equity Payments Paid	0.00	 	 
	 	Net Swap Counterparty Payments Received	0.00	 	 	Net Swap Counterparty Payments Paid	0.00	 	 
	 	Total Other Collected	 	0.00	 	Total Payments to Certificateholders
    & Others	 	0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 



    	Page 7 of 25



    	 



    








	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31


    Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	State   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled

    Balance	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (1)	WAC	Weighted

    Avg DSCR (2)	 	State	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (1)	WAC	Weighted

    Avg DSCR (2)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	Page 8 of 25



    	 



    
 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31


    Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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

    (1)	WAC	Weighted

    Avg DSCR (2)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (1)	WAC	Weighted

    Avg DSCR (2)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (1)	WAC	Weighted

    Avg DSCR (2)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (1)	WAC	Weighted

    Avg DSCR (2)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page
    of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	Page 9 of 25



    	 



    





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31

    

Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 (1)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (1)	WAC	Weighted

    Avg DSCR (2)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (1)	WAC	Weighted

    Avg DSCR (2)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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
    

    (1)	WAC	Weighted

    Avg DSCR (2)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (1)	WAC	Weighted

    Avg DSCR (2)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	


(1) 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.


	 
	 	(2) 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. 	 
	 	(3) The Scheduled Balance Totals reflect the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified into a split loan structure. The “State” and “Property” stratification tables do not include the balance of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of a loan that has been modified into a split-loan structure. 	 
	 	 	 
	 	 	 	 	 


 


    	Page 10 of 25



    	 



    

 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31



    Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 11 of 25



    	 



    

 

	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31



    Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15




	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 12 of 25



    	 



    










 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31



    Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15




	 	 	 	 	 	 	 	 	 
	 	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 13 of 25



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31



    Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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.	 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	Coupon	Remit	WAM	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 14 of 25



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31



    Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 15 of 25



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31



    Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 16 of 25



    	 



    


  


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31


    Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 17 of 25



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31


    Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 	 	 	 	 
	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 18 of 25



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31


    Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15




	 	 	 	 	 	 	 	 	 	 
	 	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 19 of 25



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31


    Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 20 of 25



    	 



    



 






	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31

    

Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 21 of 25



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31

    

Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 22 of 25



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31

    

Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15




	 	 	 	 	 	 	 	 	 
	 	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 23 of 25



    	 



    

 







	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31

    

Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Defeased
    Loan Detail
	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering
    Document

    Cross-Reference	Ending
    Scheduled

    Balance	Maturity
    Date	Note
    Rate	Defeasance
    Status	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 









 



    	Page 24 of 25



    	 



    
 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-C31

    

Commercial Mortgage Pass-Through Certificates


    Series 2015-C31	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:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    	Page 25 of 25



    	 



    

 













 


The following shall be included as supplemental
information in the report for at least one monthly period following the actual receipt by the Certificate Administrator of, and
based on the information set forth in, the notice or report (if any) contemplated as described below. The information need not
appear more than once for each Pari Passu Companion Loan respecting which a notice or report (if any) is so received.


 


With respect to each Pari Passu Mortgage
Loan, if information is presented below, the Certificate Administrator has received a notice or report setting forth the indicated
initial information (if provided) with respect to the pooling and servicing agreement for the securitization of the related Pari
Passu Companion Loan.


 


[____________________]


 


Trust: [____________________]

Depositor: [____________________]

Master Servicer: [____________________]

Special Servicer: [____________________]

Trust Advisor: [____________________]

Trustee: [____________________]

Certificate Administrator/Paying Agent: [____________________]

Custodian: [____________________]


 






    	G-1-2



    	 



    


 


 EXHIBIT G-2


 


MINIMUM INFORMATION FOR DISTRIBUTION DATE
STATEMENT


 


(1)       the Distribution
Date, Record Date, Interest Accrual Period and Determination Date for such Distribution Date;


 


(2)       the aggregate
Certificate Principal Balance or Class Notional Amount of each Class of Certificates and the Class A-S, Class B and Class C Regular
Interests before and after giving effect to the distribution made on such Distribution Date;


 


(3)       the amount of
the distribution on such Distribution Date to the Holders of each Class of Principal Balance Certificates and the Class A-S, Class
B and Class C Regular Interests in reduction of the Class Principal Balance thereof;


 


(4)       the amount of
the distribution on such Distribution Date to the Holders of each Class of Certificates and the Class A-S, Class B and Class C
Regular Interests allocable to the interest distributable on that Class of Certificates or Regular Interest, as the case may be;


 


(5)       the aggregate
amount of P&I Advances made in respect of the Mortgage Pool for such Distribution Date pursuant to Section 4.03(a);


 


(6)       the aggregate
amount and general purpose of Servicing Advances that have been made by the Master Servicer, the Special Servicer and the Trustee
with respect to the Mortgage Loans;


 


(7)       (A) the aggregate
amount of servicing compensation in respect of the Mortgage Pool (separately identifying the amount of each category of compensation)
paid to the Master Servicer and the Special Servicer during the related Collection Period and (B) the aggregate amount of
compensation in respect of the Mortgage Pool (separately identifying the amount of each category of compensation) to the Trustee
and the Certificate Administrator;


 


(8)       the aggregate
Stated Principal Balance of the Mortgage Pool outstanding immediately before and immediately after such Distribution Date;


 


(9)       the number, aggregate
unpaid principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the Mortgage Loans
(but not any successor REO Mortgage Loans to Mortgage Loans) as of the close of business on the related Determination Date;


 


(10)     the number, aggregate
unpaid principal balance (as of the close of business on the related Determination Date and aggregate Stated Principal Balance
(immediately after such Distribution Date) of Mortgage Loans (A) delinquent 30 to 59 days, (B) delinquent 60 to 89 days,
(C) delinquent 90 or more days, and (D) not delinquent but constituting Specially Serviced Mortgage Loans or in foreclosure
but not constituting an REO Mortgage Loan;


 


(11)     with respect
to any REO Property that was included (or an interest in which was included) in the Trust Fund as of the close of business on the
related Determination


 






    	G-2-1



    	 



    

 


Date, the loan number of the related Mortgage Loan, and, if available, the Appraised Value of such REO Property
as expressed in the most recent appraisal thereof and the date of such appraisal;


 


(12)     the total payments
and other collections Received by the Trust during the related Collection Period, the fees and expenses paid therefrom (with an
identification of the general purpose of such fees and expenses and the party receiving such fees and expenses), the Available
Distribution Amount for such Distribution Date, and the available funds with respect to (i) the Class A-S Certificates and
Class A-S-PEX Component, (ii) the Class B Certificates and Class B-PEX Component, and (iii) the Class C Certificates
and Class C-PEX Component, in each case for the Distribution Date;


 


(13)     the amount of
the distribution on such Distribution Date to the Holders of each Class of Certificates and the Class A-S, Class B and Class C
Regular Interests allocable to Prepayment Premiums and/or Yield Maintenance Charges;


 


(14)     the Interest
Distribution Amount and Accrued Certificate Interest in respect of each Class of Certificates and the Class A-S, Class B and Class
C Regular Interests for such Distribution Date or the related Interest Accrual Period, as applicable;


 


(15)     the Pass-Through
Rate for each Class of Certificates for the Interest Accrual Period related to such Distribution Date;


 


(16)     the Principal
Distribution Amount and the Unadjusted Principal Distribution Amount for such Distribution Date, separately identifying the respective
components thereof (and, in the case of any Principal Prepayment or other unscheduled collection of principal Received by the Trust
during the related Collection Period, the loan number for the related Mortgage Loan and the amount of such prepayment or other
collection of principal);


 


(17)     the Class Principal
Balance of each Class of Principal Balance Certificates and the Class Notional Amount of each Class of Interest Only Certificates,
outstanding immediately before and immediately after such Distribution Date, separately identifying any reduction therein pursuant
to Section 4.04 on such Distribution Date;


 


(18)     (A) the loan
number for each Required Appraisal Loan and any related Appraisal Reduction Amount as of the related Determination Date and (B) the
aggregate Appraisal Reduction Amount for all Required Appraisal Loans as of the related Determination Date;


 


(19)     on a cumulative
basis from the Cut-off Date, the number, aggregate Stated Principal Balance immediately after such Distribution Date (in the case
of subclauses (A), (B) and (E)), aggregate Cut-off Date Principal Balance (in the case of subclauses (C) and (D)), weighted
average extension period (except in the case of subclause (B) and which shall be zero in the case of subclause (C)),
and weighted average anticipated extension period (in the case of subclause (B)) of Mortgage Loans (A) as to which the
maturity dates have been extended, (B) as to which the maturity dates are in the process of being extended, (C) that
have paid off and were never extended, (D) as to which the maturity dates had previously been extended and have paid


 






    	G-2-2



    	 



    

 


off and
(E) as to which the maturity dates had been previously extended and are in the process of being further extended;


 


(20)     any unpaid Interest
Distribution Amount in respect of each Class of Certificates after giving effect to the distributions made on such Distribution
Date, and if the full amount of the Principal Distribution Amount was not distributed on such Distribution Date, the portion of
the shortfall affecting each Class of Principal Balance Certificates;


 


(21)    the amount of
the distribution on such Distribution Date to the Holders of each Class of Principal Balance Certificates in reimbursement of any
Realized Loss or Additional Trust Fund Expense previously allocated thereto;


 


(22)     the aggregate
unpaid principal balance of the Mortgage Pool outstanding as of the close of business on the related Determination Date;


 


(23)     with respect
to any Mortgage Loan as to which a Liquidation Event occurred during the related Collection Period, (A) the loan number thereof,
(B) the nature of the Liquidation Event and, in the case of a Final Recovery Determination, a brief description of the basis
for such Final Recovery Determination, (C) the aggregate of all Liquidation Proceeds that are included in the Available Distribution
Amount and other amounts received in connection with such Liquidation Event (separately identifying the portion thereof allocable
to distributions on the Certificates), and (D) the aggregate amount of any Realized Loss and Additional Trust Fund Expenses
in connection with such Liquidation Event;


 


(24)     with respect
to any REO Property as to which a Final Recovery Determination was made during the related Collection Period, (A) the loan
number of the related Mortgage Loan, (B) a brief description of the basis for the Final Recovery Determination, (C) the
aggregate of all Liquidation Proceeds and other amounts Received by the Trust with respect to such REO Property during the related
Collection Period (separately identifying the portion thereof allocable to distributions on the Certificates), (D) the aggregate
amount of any Realized Loss and Additional Trust Fund Expenses in respect of the related REO Mortgage Loan in connection with such
Final Recovery Determination and (E) if available, the Appraised Value of such REO Property as expressed in the most recent
appraisal thereof and the date of such appraisal;


 


(25)     (A) the aggregate
amount of unreimbursed P&I Advances that had been outstanding with respect to the Mortgage Pool at the close of business on
the related Determination Date and the aggregate amount of any interest accrued and payable to the Master Servicer or the Trustee
in respect of any such unreimbursed P&I Advances in accordance with Section 4.03 as of the close of business on
such related Determination Date and (B) the aggregate amount of unreimbursed Servicing Advances that had been outstanding
with respect to the Mortgage Pool as of the close of business on the related Determination Date and the aggregate amount of interest
accrued and payable to the Master Servicer, the Special Servicer or the Trustee in respect of such unreimbursed Servicing Advances
in accordance with Section 3.11(g) as of the close of business on such related Determination Date;


 






    	G-2-3



    	 



    

 


(26)     the aggregate
amount of any interest on Advances in respect of the Mortgage Pool paid to the Master Servicer and the Trustee or any other party
hereto during the related Collection Period in accordance with Section 3.11(g) and/or Section 4.03(d);


 


(27)     a loan-by-loan
listing of any Mortgage Loan that was defeased during the related Collection Period;


 


(28)     the amount of
Excess Liquidation Proceeds held in the Excess Liquidation Proceeds Account as of the end of the related Collection Period;


 


(29)     the amounts of
the distributions made to the Holders of the Class R Certificates on such Distribution Date;


 


(30)    with respect
to any Mortgage Loan that was the subject of any material modification, extension or waiver during the related Collection Period,
(A) the loan number thereof, (B) the unpaid principal balance thereof and (C) a brief description of such modification,
extension or waiver, as the case may be;


 


(31)     with respect
to any Mortgage Loan as to which an uncured and unresolved Material Breach or Material Document Defect is alleged to exist, (A) the
loan number thereof, (B) the unpaid principal balance thereof, (C) a brief description of such alleged Material Breach
or Material Document Defect, as the case may be, and (D) the status of such alleged Material Breach or Material Document Defect,
as the case may be, including any actions known to the Certificate Administrator that are being taken by or on behalf of the related
Mortgage Loan Seller;


 


(32)     with respect
to any Mortgage Loan as to which the related Mortgaged Property became an REO Property during the related Collection Period, the
loan number of such Mortgage Loan and the Stated Principal Balance of such Mortgage Loan as of the related date of acquisition
by the Trust Fund;


 


(33)     the aggregate
of (A) all Realized Losses incurred during the related Collection Period and, as of the related Determination Date, from the
Closing Date and (B) all Additional Trust Fund Expenses (with a description thereof) incurred during the related Collection
Period and, as of the related Determination Date, from the Closing Date;


 


(34)     the aggregate
of all Realized Losses and Additional Trust Fund Expenses that remain unallocated immediately following such Distribution Date;


 


(35)     the Certificate
Factor for each Class of Certificates immediately following such Distribution Date; and


 


(36)     an itemized listing
of any Disclosable Special Servicer Fees received by the Special Servicer or any of its affiliates during the related Collection
Period.


 


In the case of information
provided to the Certificate Administrator as a basis for information to be furnished pursuant to clauses (5) through (11),
(18), (22) through (27), and (30) through (36) above, insofar as the underlying information is solely within the
control of the


 






    	G-2-4



    	 



    

 


Depositor, the Special Servicer or the Master Servicer, the Certificate Administrator may, absent manifest error,
conclusively rely on the reports to be provided by the Depositor, the Special Servicer or the Master Servicer, as the case may
be.


 






    	G-2-5



    	 



    

 





EXHIBIT H


 


FORM OF SERVICED PARI PASSU COMPANION LOAN
HOLDER CERTIFICATION


 


[Date]


 


Wells Fargo Bank, National Association, as Master Servicer

   Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2015-C31 Asset Manager


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services — WFCM 2015-C31


 


		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to
Wells Fargo Commercial Mortgage Trust 2015-C31, Trust Commercial Mortgage Pass-Through Certificates, Series 2015-C31 – Serviced
Pari Passu Companion Loan



 


In accordance with the
requirements for obtaining certain information under the Pooling and Servicing Agreement, with respect to any Serviced Pari Passu
Companion Loan (as defined in the Pooling and Servicing Agreement), the undersigned hereby certifies and agrees as follows:


 


1.         The undersigned
is a Serviced Pari Passu Companion Loan Holder (as defined in the Pooling and Servicing Agreement).


 


2.         The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the
“Information”) on the Certificate Administrator’s Website.


 


In consideration of the
disclosure to the undersigned of the Information, or the access thereto, the undersigned shall 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 shall 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, in whole or in part.


 


The undersigned shall
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


 






    	H-1



    	 



    

 


registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


3.         The undersigned
agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified
that the representations contained herein remain true and correct.


 


4.         The undersigned
shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,
the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Trust Advisor, 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.


 


5.         Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the 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.





	 	 	 
	 	[Companion Loan Holder]
	 	 	 
	 	By:	
	 	 	Title:
	 	 	Company:
	 	 	Phone:


 



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EXHIBIT I-1


 


FORM OF NOTICE AND ACKNOWLEDGMENT

CONCERNING REPLACEMENT OF SPECIAL SERVICER


 


[Date]


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004


 


Moody’s Investors Service, Inc.

7 World Trade Center, 25th Floor

New York, New York 10007


 


Morningstar Credit Ratings, LLC

220 Gibraltar Road, Suite 300

Horsham, Pennsylvania 19044


 


Attn: ______________


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through
Certificates, Series 2015-C31



 


Ladies and Gentlemen:


 


This notice is being
delivered pursuant to Section 6.05 of the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Agreement”)
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Trimont Real Estate Advisors, LLC, as
Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and
Wilmington Trust, National Association, as Trustee, and relating to Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial
Mortgage Pass-Through Certificates, Series 2015-C31 (the “Certificates”). Capitalized terms used but not otherwise
defined herein shall have respective meanings assigned to them in the Agreement.


 


Notice is hereby given
that ____________________________________ has designated ________________________________ to serve as the Special Servicer under
the Agreement.


 


The designation of ____________________________
as Special Servicer will become final if certain conditions are met and each Rating Agency delivers to Wilmington Trust, National
Association, the trustee under the Agreement (the “Trustee”), written confirmation that if the person designated
to become the Special Servicer were to serve as such, such event would not result in a qualification, downgrade or withdrawal of
any Class of Rated Certificates then rated by such Rating Agency. Accordingly, such confirmation is hereby requested as soon as
possible.


 






    	I-1-1



    	 



    

 





Please acknowledge receipt
of this notice by signing the enclosed copy of this notice where indicated below and returning it to the Trustee, in the enclosed
stamped self-addressed envelope.





	 	 	 
	 	Very truly yours,
	 	 
	 	[                  ]
	 	 
	 	Name:
	 	Title:
	 	 
	Receipt acknowledged:	 
	 	 
	FITCH RATINGS, INC.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	Date:	 
	 	 
	MOODY’S INVESTORS SERVICE, INC.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	Date:	 
	 	 
	MORNINGSTAR CREDIT RATINGS, LLC	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	Date:	 


 






    	I-1-2



    	 



    

 













EXHIBIT I-2


 


FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL
SERVICER


 


[Date]


 


[CERTIFICATE ADMINISTRATOR]

[TAX ADMINISTRATOR]

[TRUSTEE]

[MASTER SERVICER]

[DEPOSITOR]

[SPECIAL SERVICER]

[TRUST ADVISOR]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through
Certificates, Series 2015-C31



 


Ladies and Gentlemen:


 


Pursuant to Section 6.05
of the Pooling and Servicing Agreement, dated as of November 1, 2015 relating to Wells Fargo Commercial Mortgage Trust 2015-C31,
Commercial Mortgage Pass-Through Certificates, Series 2015-C31 (the “Agreement”), the undersigned hereby agrees
with all the other parties to the Agreement that the undersigned shall serve as the Special Servicer under the Agreement. The
undersigned hereby acknowledges and agrees that, as of the date hereof, it is and shall be a party to the Agreement and bound
thereby to the full extent indicated therein in the capacity of the Special Servicer. The undersigned hereby makes, as of the
date hereof, the representations and warranties set forth in Section 2.06 of the Agreement, with the following corrections
with respect to type of entity and jurisdiction of organization: ____________________. The undersigned represents and warrants
that it is a Qualified Replacement Special Servicer pursuant to the Pooling and Servicing Agreement. Capitalized terms used but
not otherwise defined herein shall have respective meanings assigned to them in the Agreement. 





	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	I-2-1



    	 



    

 





EXHIBIT J


 


FORM OF UCC-1 FINANCING STATEMENT


 


Seller/Debtor:


 


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


 


Buyer/Secured Party:


 


Wilmington Trust, National Association

as Trustee for the registered holders of

Wells Fargo Commercial Mortgage Trust 2015-C31,

Commercial Mortgage Pass-Through Certificates, Series 2015-C31

1100 North Market Street 


Wilmington, Delaware 19890

Attention: WFCM 2015-C31


 


Text:


 


See Schedule 1 attached hereto and made a part hereof.


 


A sale by the Seller/Debtor of, or a grant by the Seller/Debtor
of a security interest in, any collateral described in this financing statement will violate the rights of the Buyer/Secured Party.


 






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SCHEDULE 1 to EXHIBIT
J


 


 


Seller/Debtor:


 


Wells Fargo Commercial Mortgage Securities, Inc. 


375 Park Avenue, 2nd Floor, J0127-023 


New York, New York 10152 


Attention: A.J. Sfarra


 


Buyer/Secured Party:


 


Wilmington Trust, National Association

as Trustee for the registered holders of

Wells Fargo Commercial Mortgage Trust 2015-C31,

Commercial Mortgage Pass-Through Certificates, Series 2015-C31

1100 North Market Street 


Wilmington, Delaware 19890

Attention: WFCM 2015-C31


 


Description of the Property Covered:


 


This Schedule 1 is attached to and
incorporated in a financing statement pertaining to Wells Fargo Commercial Mortgage Securities, Inc., as depositor (referred to
as the “Seller/Debtor” for the purpose of this financing statement only), and Wilmington Trust, National Association
as trustee for the holders of the Series 2015-C31 Certificates (referred to as the “Buyer/Secured Party” for purposes
of this financing statement only), under that certain Pooling and Servicing Agreement, dated as of November 1, 2015 (as amended,
restated, supplemented or otherwise modified from time to time, the “Pooling and Servicing Agreement”), among
the Seller/Debtor as depositor, the Buyer/Secured Party as trustee, Wells Fargo Bank, National Association as master servicer (in
such capacity, the “Master Servicer”), as certificate administrator (in such capacity, the “Certificate
Administrator”), as tax administrator and as custodian, Midland Loan Services, a Division of PNC Bank, National Association,
as special servicer (the “Special Servicer”) and Trimont Real Estate Advisors, LLC, as trust advisor, relating
to the issuance of the Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31
(collectively, the “Series 2015-C31 Certificates”). Capitalized terms used herein and not defined shall have
the respective meanings given to them in the Pooling and Servicing Agreement. The attached financing statement covers all of the
Seller/Debtor’s right, title and interest in and to the following, whether now owned or existing or hereafter acquired or
arising (the “Collateral”):


 


(1)      the Mortgage Loans,


 


(2)      all principal and interest received
on or with respect to such Mortgage Loans after the Cut-off Date (other than scheduled payments of interest and principal due and
payable on such Mortgage Loans on or prior to their respective Cut-off Dates or, in the case of a Replacement Mortgage Loan, on
or prior to the related date of substitution),


 






    	J-2



    	 



    

 


(3)      all amounts held from time to time
in the Collection Account, the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account and,
if established, the REO Account, and all investment earnings on such amounts,


 


(4)      the rights of the Seller/Debtor
under Sections 2, 3, 4 (other than Section 4(c), (d) and (f)) 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, 18 and (in the case of (A) the Mortgage
Loan Purchase Agreement between Basis Real Estate Capital II, LLC, Basis Investment Group LLC and the Seller/Debtor and (B) the
Mortgage Loan Purchase Agreement between Liberty Island Group I LLC, Liberty Island Group LLC and the Seller/Debtor) 19 of each
Mortgage Loan Purchase Agreement,


 


(5)      all other assets included or to
be included in the Trust Fund, and


 


(6)      all income, payments, products and
proceeds of any of the foregoing, together with any additions thereto or substitutions therefor.


 


Definitions:


 


“Code”:
The Internal Revenue Code of 1986 and regulations promulgated thereunder, including proposed regulations to the extent that, by
reason of their proposed effective date, could, as of the date of any determination or opinion as to the tax consequences of any
action or proposed action or transaction, be applied to the Trust or the Series 2015-C31 Certificates.


 


“Collection
Account”: The segregated account or accounts created and maintained by the Master Servicer, pursuant to Section 3.04(a)
of the Pooling and Servicing Agreement, in trust for the Certificateholders.


 


“Cut-off Date”:
With respect to each Mortgage Loan, the Due Date for the Monthly Payment due on such Mortgage Loan in November 2015 (or, in the
case of any Mortgage Loan that has its first Due Date in December 2015, the date that would have been its Due Date in November
2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).


 


“Defective Mortgage
Loan”: Any Mortgage Loan as to which there exists a material breach or a material document defect that has not been cured
in all material respects.


 


“Distribution
Account”: The segregated account or accounts created and maintained by the Certificate Administrator on behalf of the
Buyer/Secured Party, pursuant to Section 3.04(b) of the Pooling and Servicing Agreement, for the benefit of the Certificateholders.


 


“Excess Liquidation
Proceeds Account”: The segregated account (or the sub-account of the Distribution Account) created and maintained by
the Certificate Administrator on behalf of the Trustee pursuant to Section 3.04(d) of the Pooling and Servicing Agreement
for the benefit of the Certificateholders.


 






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“Grantor Trust”:
A grantor trust as defined under subpart E of part 1 of subchapter J of the Code.


 


“Grantor Trust
Pool”: The Grantor Trust created pursuant to the Pooling and Servicing Agreement containing the Class A-S Specific Grantor
Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets and the Class PEX Specific Grantor
Trust Assets.


 


“Interest Reserve
Account”: The segregated account (or sub-account of the Distribution Account) created and maintained by the Certificate
Administrator on behalf of the Trustee, pursuant to Section 3.04(c) of the Pooling and Servicing Agreement, for the
benefit of the Certificateholders.


 


“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(g) of the Pooling and Servicing Agreement. The Loss of Value Reserve Fund
will be part of the Trust Fund but not part of any REMIC Pool.


 


“Mortgage”:
With respect to any Mortgage Loan, separately and collectively, as the context may require, each mortgage, deed of trust, deed
to secure debt or similar document that secures the related Mortgage Note and creates a lien on the related Mortgaged Property.


 


“Mortgage File”:
The original Mortgage Note, the original or a copy of the Mortgage and each other legal, credit and servicing document related
to any Mortgage Loan or serviced pari passu companion loan as specified in the definition of “Mortgage File” in the
Pooling and Servicing Agreement.


 


“Mortgage Loan”:
Each of the Original Mortgage Loans and Replacement Mortgage Loans that are from time to time held in the Trust Fund. As used herein,
the term “Mortgage Loan” includes the interest of the Trust Fund in the related Mortgage Loan Documents and each non-trust-serviced
pooled Mortgage Loan, but does not include any companion loan.


 


“Mortgage Loan
Documents”: With respect to any Mortgage Loan or serviced pari passu companion loan, the documents included or required
to be included, as the context may require, in the related Mortgage File and Servicing File.


 


“Mortgage Loan
Purchase Agreement”: Any of (i) the Mortgage Loan Purchase Agreement dated as of October 29, 2015, between Wells Fargo
Bank, National Association, as seller, and the Seller/Debtor, as purchaser; (ii) the Mortgage Loan Purchase Agreement dated as
of October 29, 2015, between Rialto Mortgage Finance, LLC, as seller, and the Seller/Debtor, as purchaser; (iii) the Mortgage Loan
Purchase Agreement dated as of October 29, 2015, between Société Générale, as seller, and the Seller/Debtor,
as purchaser; (iv) the Mortgage Loan Purchase Agreement dated as of October 29, 2015, between C-III Commercial Mortgage LLC, as
seller, and the Seller/Debtor, as purchaser; (v) the Mortgage Loan Purchase Agreement dated as of October 29, 2015, between Basis
Real Estate Capital II, LLC, as seller, Basis Investment Group LLC, and the Seller/Debtor, as purchaser; and (vi) the Mortgage
Loan Purchase Agreement dated


 






    	J-4



    	 



    

 


as of October 29, 2015, between Liberty Island Group I LLC, Liberty Island Group LLC and the Seller/Debtor,
as purchaser.


 


“Mortgage Note”:
The original executed promissory note(s) evidencing the indebtedness of a borrower under a Mortgage Loan, together with any rider,
addendum or amendment thereto, or any renewal, substitution or replacement of such note.


 


“Mortgaged Property”:
Individually and collectively, as the context may require, each real property (together with all improvements and fixtures thereon)
subject to the lien of a Mortgage and constituting collateral for a Mortgage Loan or loan combination, as applicable. With respect
to any cross-collateralized Mortgage Loan, if and when the context may require, “Mortgaged Property” shall mean, collectively,
all the mortgaged real properties (together with all improvements and fixtures thereon) securing the relevant cross-collateralized
group.


 


“Original Mortgage
Loans”: The mortgage loans initially identified on Schedule I to the Pooling and Servicing Agreement, including each
non-trust-serviced pooled Mortgage Loan. No pari passu companion loan is an “Original Mortgage Loan”.


 


“REMIC”:
A “real estate mortgage investment conduit” as defined in Section 860A through G of the Code.


 


“REMIC Pool”:
Any of REMIC I, REMIC II or REMIC III.


 


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer, pursuant to and for the benefit of the
Persons specified in Section 3.16(b) of the Pooling and Servicing Agreement.


 


“REO Property”:
A Mortgaged Property acquired on behalf and in the name of the Trustee for the benefit of the Certificateholders (and, in the case
of each such Mortgaged Property relating to a serviced loan combination, also on behalf of the related serviced pari passu companion
loan holder(s)) 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 or serviced pari passu companion loan; provided that
a Mortgaged Property that secures a non-trust-serviced pooled Mortgage Loan shall constitute an REO Property if and when it is
acquired under the related non-trust pooling and servicing agreement for the benefit of the Trustee as the holder of such non-trust-serviced
pooled Mortgage Loan and of the holder of the related non-serviced companion loan(s) through foreclosure, acceptance of a deed-in-lieu
of foreclosure or otherwise in accordance with applicable law in connection with a default or imminent default of such non-trust-serviced
pooled Mortgage Loan.


 


“Replacement
Mortgage Loan”: Any qualifying substitute Mortgage Loan that is substituted by a Responsible Repurchase Party for a Defective
Mortgage Loan as contemplated by Section 2.03 of the Pooling and Servicing Agreement.


 


“Responsible
Repurchase Party”: (i) With respect to each Mortgage Loan transferred to the Seller/Debtor by Wells Fargo Bank, National
Association, Wells Fargo Bank, National Association; (ii) with respect to each Mortgage Loan transferred to the Seller/Debtor by
Rialto Mortgage Finance, LLC, Rialto Mortgage Finance, LLC; (iii) with respect to each


 






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Mortgage Loan transferred to the Seller/Debtor
by Société Générale, Société Générale; (iv) with respect to each Mortgage
Loan transferred to the Seller/Debtor by C-III Commercial Mortgage LLC, C-III Commercial Mortgage LLC; (v) with respect to each
Mortgage Loan transferred to the Seller/Debtor by Basis Real Estate Capital II, LLC, Basis Investment Group LLC and (vi) with respect
to each Mortgage Loan transferred to the Seller/Debtor by Liberty Island Group I LLC, Liberty Island Group I LLC, Liberty Island
Group LLC and, solely if Liberty Island Group LLC ceases to exist, Prudential Mortgage Capital Company, LLC, on a joint and several
basis of liability as provided in the related Mortgage Loan Purchase Agreement.


 


“Servicing File”:
Any documents (other than documents required to be part of the related Mortgage File, but including copies of documents required
to be part of the related Mortgage File and originals or copies of all management agreements which are not covered by the definition
of “Mortgage File” and originals of any letters of credit) that are in the possession or under the control of, or that
are required (pursuant to the applicable Mortgage Loan Purchase Agreement, the Pooling and Servicing Agreement or otherwise) to
be delivered and actually have been delivered to, as the context may require, the Master Servicer or the Special Servicer and relating
to the origination and servicing of any Mortgage Loan or serviced loan combination or the administration of any REO Property and
reasonably necessary for the ongoing administration and/or servicing of the applicable Mortgage Loan or serviced loan combination,
including any documents delivered by a Mortgage Loan seller.


 


“Trust”:
The trust created by the Pooling and Servicing Agreement.


 


“Trust Fund”:
All of the assets of all the REMIC Pools, the Grantor Trust Pool and the Loss of Value Reserve Fund. For the avoidance of doubt,
no companion loan is an asset of the Trust Fund.


 


THE SELLER/DEBTOR AND THE BUYER/SECURED
PARTY INTEND THE TRANSACTIONS CONTEMPLATED BY THE POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF THE INTEREST IN THE COLLATERAL,
AND THIS FILING SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT A SALE HAS NOT OCCURRED. THE REFERENCES HEREIN TO MORTGAGE NOTES SHOULD
NOT BE CONSTRUED AS A CONCLUSION THAT ANY MORTGAGE NOTE IS NOT AN INSTRUMENT WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE
OR THAT A FILING IS NECESSARY TO PERFECT THE OWNERSHIP OR SECURITY INTEREST OF THE BUYER/SECURED PARTY IN ANY MORTGAGE NOTE, MORTGAGE
OR OTHER MORTGAGE LOAN DOCUMENT. IN ADDITION, THE REFERENCES HEREIN TO SECURITIES, INSTRUMENTS AND OTHER OBLIGATIONS SHOULD NOT
BE CONSTRUED AS A CONCLUSION THAT ANY SUCH SECURITY, INSTRUMENT OR OTHER OBLIGATION IS NOT AN INSTRUMENT, A CERTIFICATED SECURITY
OR AN UNCERTIFICATED SECURITY WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN EFFECT IN ANY APPLICABLE JURISDICTION, NOR
SHOULD THIS FINANCING STATEMENT BE CONSTRUED AS A CONCLUSION THAT A FILING IS NECESSARY TO PERFECT THE OWNERSHIP OR SECURITY INTEREST
OF THE BUYER/SECURED PARTY IN THE CONTRACTUAL RIGHT TO PAYMENT, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO PAYMENTS OF PRINCIPAL
AND INTEREST AND THE RIGHT TO ENFORCE THE RELATED PAYMENT


 






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OBLIGATIONS, ARISING FROM OR UNDER ANY SUCH SECURITY, INSTRUMENT OR OTHER
OBLIGATION (INCLUDING, WITHOUT LIMITATION, ANY PERMITTED INVESTMENT).


 


A SALE BY THE SELLER/DEBTOR OF, OR A
GRANT BY THE SELLER/DEBTOR OF A SECURITY INTEREST IN, ANY COLLATERAL DESCRIBED IN THIS FINANCING STATEMENT WILL VIOLATE THE RIGHTS
OF THE BUYER/SECURED PARTY.


 






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 EXHIBIT K-1A


 


FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER
PARTIES

(for Persons other than the Subordinate Class Representative

and/or a Subordinate Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, MD 21045 


Attention:             Corporate Trust Services – WFCM 2015-C31


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31, Class [__] Certificates



 


In accordance with the
Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Agreement”), among Wells Fargo Commercial
Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division
of PNC Bank, National Association, as Special Servicer, Trimont Real Estate Advisors, LLC, as Trust Advisor, Wells Fargo Bank,
National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association,
as Trustee, with respect to the Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31 (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.         The undersigned
is a certificateholder, beneficial owner or prospective purchaser of the Class of Certificates referenced above and is neither
a Subordinate Class Certificateholder nor the Subordinate Class Representative.


 


2.         The undersigned
is not a Borrower Party. For the purpose of this certification, “Borrower Party” means: (i) a Borrower, a Mortgagor
or a manager of a Mortgaged Property or any Affiliate thereof, (ii) any Person that owns, directly or indirectly, 25% or more of
a Borrower, Mortgagor or manager of a Mortgaged Property, (iii) any Person that owns, directly or indirectly, 25% or more of a
beneficial interest in any mezzanine lender of any mezzanine loan related to a Mortgage Loan that has accelerated such mezzanine
loan as set forth in clause (iv), or (iv) any mezzanine lender (or any Affiliate thereof) of any mezzanine loan related to a Mortgage
Loan that has accelerated such mezzanine loan (unless (a) acceleration was automatic under such mezzanine loan, (b) the event directly
giving rise to the automatic acceleration under such mezzanine loan was not initiated by such mezzanine lender or an Affiliate
of such mezzanine lender and (c) such mezzanine lender is stayed from exercising and has not commenced the exercise of remedies
associated with foreclosure of the equity collateral under such mezzanine loan) or commenced foreclosure proceedings with respect
to such mezzanine loan against the equity interests in the Borrower(s) of such Mortgage Loan; provided that if the Majority Subordinate
Certificateholder and the Subordinate Class Representative are Affiliates, and either such Person is a Borrower Party with respect
to a Mortgage Loan pursuant to any of


 






    	K-1A-1



    	 



    

 


clauses (i) to (iv), then such other Person will also be a Borrower Party with respect to
such Mortgage Loan.


 


3.         The undersigned
is requesting access pursuant to the 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 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 Certificate Administrator, 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.


 


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.


 


4.         The undersigned
shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify each of the
parties to the Agreement 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.


 


5.         The undersigned
agrees that each time it accesses the Certificate Administrator’s Website, it is deemed to have recertified that the representations
herein contained remain true and correct.


 


6.         Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the 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.


 



    	K-1A-2



    	 



    




 





	 	 
	 	[Certificateholder] [Beneficial Owner] [Prospective
    Purchaser]
	 	 
	 	By:	 


 





	 	Name:	 





 


	 	Title: 	 





 


	 	Company:	 





 


	 	Phone: 	 


 






    	K-1A-3



    	 



    

 













EXHIBIT K-1B


 


FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER
PARTIES

(for the Subordinate Class Representative and/or a Subordinate Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, MD 21045 


Attention:            Corporate Trust Services – WFCM 2015-C31


 


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


  


Wells Fargo Bank, National Association 


Commercial Mortgage Servicing 


MAC D1086 120, 550 South Tryon Street, 14th Floor 


Charlotte, North Carolina 28202 


Attention: WFCM 2015-C31 Asset Manager


  


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31



 


In accordance with the
Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Agreement”), among Wells Fargo Commercial
Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division
of PNC Bank, National Association, as Special Servicer, Trimont Real Estate Advisors, LLC, as Trust Advisor, Wells Fargo Bank,
National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association,
as Trustee, with respect to the Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31 (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.         The undersigned
is [the Subordinate Class Representative][a Subordinate Class Certificateholder] and is not an Excluded Controlling Class Holder.


 


2.         The undersigned
is requesting access pursuant to the 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 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


 






    	K-1B-1



    	 



    

 


banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Certificate Administrator, 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.


 


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.


 


3.         The undersigned
shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify each of the
parties to the Agreement 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.


 


4.         The undersigned
agrees that each time it accesses the Certificate Administrator’s Website, it is deemed to have recertified that the representations
herein contained remain true and correct.


 


5.         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 Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


6.         Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the 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. 





	 	 
	 	[Subordinate Class Representative] [Subordinate Class
    Certificateholder]
	 	 
	 	By:	 


 





	 	Name:	 





 


	 	Title: 	 





 


	 	Company:	 





 


	 	Phone: 	 


 



    	K-1B-2



    	 



    





 








EXHIBIT K-2A


 


FORM OF INVESTOR CERTIFICATION FOR BORROWER
PARTIES 


(for Persons other than
the Subordinate Class Representative

and/or a Subordinate Class Certificateholder)


  


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, MD 21045 


Attention:             Corporate Trust Services – WFCM 2015-C31


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31, Class [__] Certificates



 


In accordance with the
Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Agreement”), among Wells Fargo Commercial
Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division
of PNC Bank, National Association, as Special Servicer, Trimont Real Estate Advisors, LLC, as Trust Advisor, Wells Fargo Bank,
National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association,
as Trustee, with respect to the Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31 (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.         The undersigned
is a certificateholder, beneficial owner or prospective purchaser of the Class of Certificates referenced above and is neither
a Subordinate Class Certificateholder nor the Subordinate Class Representative.


 


2.         The undersigned
is Borrower Party. For the purpose of this certification, “Borrower Party” means: (i) a Borrower, a Mortgagor
or a manager of a Mortgaged Property or any Affiliate thereof, (ii) any Person that owns, directly or indirectly, 25% or more of
a Borrower, Mortgagor or manager of a Mortgaged Property, (iii) any Person that owns, directly or indirectly, 25% or more of a
beneficial interest in any mezzanine lender of any mezzanine loan related to a Mortgage Loan that has accelerated such mezzanine
loan as set forth in clause (iv), or (iv) any mezzanine lender (or any Affiliate thereof) of any mezzanine loan related to a Mortgage
Loan that has accelerated such mezzanine loan (unless (a) acceleration was automatic under such mezzanine loan, (b) the event directly
giving rise to the automatic acceleration under such mezzanine loan was not initiated by such mezzanine lender or an Affiliate
of such mezzanine lender and (c) such mezzanine lender is stayed from exercising and has not commenced the exercise of remedies
associated with foreclosure of the equity collateral under such mezzanine loan) or commenced foreclosure proceedings with respect
to such mezzanine loan against the equity interests in the Borrower(s) of such Mortgage Loan; provided that if the Majority Subordinate
Certificateholder and the Subordinate Class Representative are Affiliates, and either such Person is a Borrower Party with respect
to a Mortgage Loan pursuant to any of clauses (i) to (iv), then such other Person will also be a Borrower Party with respect to
such Mortgage Loan.


 






    	K-2A-1



    	 



    

 


3.         The undersigned
is requesting access to the Distribution Date Statement information in accordance with the Agreement (the “Information”),
and agrees (i) to 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 (ii) to use such Information for the sole purpose
of evaluating the purchase of the related Certificates, and such Information will not, without the prior written consent of the
Certificate Administrator, 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.


 


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.


 


4.         The undersigned
shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify each party to
the Agreement 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.


 


5.         The undersigned
agrees that each time it accesses the Certificate Administrator’s Website, it is deemed to have recertified that the representations
herein contained remain true and correct.


 


6.         Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the 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.








	 	 
	 	[Certificateholder] [Beneficial Owner] [Prospective Purchaser]
	 	 
	 	By:	 


 





	 	Name:	 





 


	 	Title: 	 





 


	 	Company:	 





 


	 	Phone: 	 


 










    	K-2A-2



    	 



    

 









EXHIBIT K-2B


 


FORM OF INVESTOR CERTIFICATION FOR BORROWER
PARTIES 


(for the Subordinate Class
Representative and/or a Subordinate Class Certificateholder)


 


 [Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, MD 21045 


Attention:
           Corporate Trust Services – WFCM 2015-C31


 


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


  


Wells Fargo Bank, National Association 


Commercial Mortgage Servicing 


MAC D1086 120, 550 South Tryon Street, 14th Floor 


Charlotte, North Carolina 28202 


Attention: WFCM 2015-C31 Asset Manager


  


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31



 


In accordance with the
Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Agreement”), among Wells Fargo Commercial
Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division
of PNC Bank, National Association, as Special Servicer, Trimont Real Estate Advisors, LLC, as Trust Advisor, Wells Fargo Bank,
National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association,
as Trustee, with respect to the Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31 (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.         The undersigned
is [the Subordinate Class Representative][a Subordinate Class Certificateholder] and is an [Excluded Holder][Excluded Controlling
Class Holder] and the applicable [Excluded Loans][Excluded Controlling Class Loans] are listed on Schedule 1 hereto. The undersigned
is not an Excluded Holder or an Excluded Controlling Class Holder with respect to any other Mortgage Loan.


 


2.         Except for the Excluded
Information in respect of an Excluded Controlling Class Loan, the undersigned is requesting access pursuant to the 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 Agreement.


 






    	K-2B-1



    	 



    

 


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 Certificate Administrator, 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.


 


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.


 


3.         To the extent the
undersigned receives access pursuant to the Agreement to any confidential or privileged information related to any Excluded Controlling
Class Loan (the “Excluded Loan Information”) on the Certificate Administrator’s website or otherwise receives
access to such Excluded Loan Information in connection with its duties, or exercise of its rights, under the Agreement, the undersigned
(i) shall not directly or indirectly provide any information related to the Excluded Controlling Class Loan to the related Borrower
or (A) any employees or personnel of the undersigned or any Affiliate involved in the management of any investment in the related
Borrower or the related Mortgaged Property or (B) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership
interest in the related Borrower, 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.


 


4.         The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall
indemnify each party to the Agreement 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.


 


5.      
  The undersigned agrees that each time it accesses the Information or Excluded Loan Information on the Certificate
Administrator’s Website, it is deemed to have recertified that the representations herein contained remain true and
correct.


 


6.         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 Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


7.         Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the 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.


 



    	K-2B-2



    	 



    







 











	 	 
	 	[Subordinate Class Representative] [Subordinate Class
    Certificateholder]
	 	 
	 	By:	 


 





	 	Name:	 





 


	 	Title: 	 





 


	 	Company:	 





 


	 	Phone: 	 


  






    	K-2B-3



    	 



    

 





SCHEDULE 1 to EXHIBIT
K-2B


 


[EXCLUDED LOANS][EXCLUDED CONTROLLING CLASS
LOANS]


 


	Loan Number	Loan/Property Name
	 	 
	 	 
	 	 





 






    	K-2B-4



    	 



    

 


EXHIBIT K-3A


 


FORM OF NOTICE OF [EXCLUDED HOLDER][EXCLUDED
CONTROLLING CLASS HOLDER]


 


[Date]


 


	Wells Fargo Bank, National Association

  Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention:  WFCM 2015-C31 Asset Manager	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention:  Corporate Trust Services – WFCM 2015-C31
	 	 	 
	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	 	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention:  WFCM 2015-C31
	 	 	 
	Trimont Real Estate Advisors, LLC

3424 Peachtree Road, NE, Suite 2200

Atlanta, Georgia 30326

Attention:  J. Gregory Winchester	 	 
	 	 	 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31



 


In accordance with Section
8.12(f) of the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Trimont Real Estate Advisors, LLC, as
Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and
Wilmington Trust, National Association, as Trustee, with respect to the Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial
Mortgage Pass-Through Certificates, Series 2015-C31 (the “Certificates”), the undersigned (the [“Excluded
Holder”][“Excluded Controlling Class Holder”]) hereby certifies and agrees as follows:


 


1.       
The undersigned is [the Majority Subordinate Certificateholder] [the Subordinate Class Representative] [a Subordinate Class
Certificateholder] as of the date hereof.


 


2.        
The undersigned has become an [Excluded Holder][Excluded Controlling Class Holder] with respect to the following Mortgage
Loans:


 



    	K-3A-1



    	 



    









	Loan Number	 	ODCR	 	Loan Name	 	Borrower Name
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


  


3.         
The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit K-3B to the Pooling
and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it may
not and shall not access any Excluded Information with respect to such [Excluded Loan][Excluded Controlling Class Loan] unless
and until it has delivered notice of the termination of the related [Excluded Holder][Excluded Controlling Class Holder] status
in accordance with Section 8.12(f) of the Pooling and Servicing Agreement.


 


4.        
The undersigned agrees to indemnify and hold harmless the Trustee, the Certificate Administrator, the Master Servicer, the
Special Servicer (as applicable), the Trust Advisor, the Depositor, and the Trust 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 with respect to any
of the [Excluded Loans][Excluded Controlling Class Loans] listed in Paragraph 2 above, provided that such access is not a result
of such indemnified party’s negligence, bad faith or willful misconduct.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized
officer, as of the day and year written above.





	 	 	 
	 	[Majority Subordinate Certificateholder] [Subordinate Class Representative] [Subordinate Class Certificateholder]
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	Email:
	 	 	Address:







  






    	K-3A-2



    	 



    




 


EXHIBIT K-3B


 


FORM OF NOTICE OF [EXCLUDED HOLDER] [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 – WFCM 2015-C31

        trustadministrationgroup@wellsfargo.com

         

        with a copy to:

         

	Wells Fargo Bank, National Association

8480 Stagecoach Circle

Frederick, Maryland 21701-4747

Attention:  WFCM 2015-C31
	 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31



 


In accordance with Section
8.12(f) of the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Trimont Real Estate Advisors, LLC, as
Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and
Wilmington Trust, National Association, as Trustee, with respect to the Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial
Mortgage Pass-Through Certificates, Series 2015-C31 (the “Certificates”), the undersigned (the [“Excluded
Holder”] [“Excluded Controlling Class Holder”]) hereby directs you as follows:


 


1.          The undersigned is [the Majority Subordinate Certificateholder] [the Subordinate Class Representative] [a Subordinate Class
Certificateholder] as of the date hereof, and has become an [Excluded Holder][Excluded Controlling Class Holder] with respect to
certain Mortgage Loans.


 


2.          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 WFCM 2015-C31 transaction should be revoked as to such users:





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



















    	K-3B-1



    	 



    




 


3.          The
undersigned acknowledges that it may not and shall not access any Excluded Information with respect to such [Excluded Loan][Excluded
Controlling Class Loan] unless and until it is no longer an [Excluded Holder][Excluded Controlling Class Holder] with respect
to such [Excluded Loan][Excluded Controlling Class Loan] and has submitted an investor certification in the form of Exhibit K-1B
thereof.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


 


 


IN WITNESS WHEREOF, the
undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized
officer, as of the day and year written above.








	 	 	 
	 	 	[Majority Subordinate Certificateholder] [Subordinate Class Representative][Subordinate Class Certificateholder]
	 	 	 
	 		 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	Email:
	 	 	Address:







  


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 2.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator





	 	 
	Name:	 
	Title:	 
	 	 











    	K-3B-2



    	 



    

 








EXHIBIT K-4


 


FORM OF INVESTOR CONFIDENTIALITY AGREEMENT


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, MD 21045 


Attention:            Corporate Trust Services – WFCM 2015-C31


 


		Re:	Information Regarding Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through
Certificates, Series 2015-C31



 


Ladies and Gentlemen:


 


In connection with the
Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 (the “Certificates”),
we acknowledge that we will be furnished by Wells Fargo Bank, National Association, as Master Servicer and/or Midland Loan Services,
a Division of PNC Bank, National Association, as Special Servicer (and may have been previously furnished) with certain information
(the “Information”). For the purposes of this letter agreement (this “Agreement”), “Representative”
of a Person refers to such Person’s directors, officers, employees, and agents; and “Person” refers to any individual,
group or entity.


 


In connection with and
in consideration of our being provided with Information, we hereby acknowledge and agree that we are requesting and will use the
Information solely for purposes of making investment decisions and/or exercising the rights of the Subordinate Class Representative
with respect to the above-referenced Certificates and the related Mortgage Loans and will not disclose such Information to any
other Person or entity unless required to do so by law; provided such Information may be disclosed to (i) the Representatives
of the undersigned, (ii) the auditors and regulators of the undersigned (iii) to any Person or entity that is contemplating
the purchase of any Certificate held by the undersigned or of an interest therein (or such outside persons as are assisting it
in making an evaluation in connection with purchasing the related Certificates (but only if such person or entity confirms in writing
such contemplation of a prospective ownership interest and agrees in writing to keep such Information confidential)), (iv) the
accountants and attorneys of the undersigned and (v) such governmental or banking authorities or agencies to which the undersigned
is subject.


 


The undersigned shall
be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the
Subordinate Class Representative, the Trust Advisor, the Certificate Administrator, the Tax Administrator, the Trustee, the Master
Servicer, the Primary Servicer, the Special Servicer 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.


 






    	K-4-1



    	 



    

 


This Agreement shall
not apply to any of the Information which: (i) is or becomes generally available and known to the public other than as a result
of a disclosure directly or indirectly by us or any of our Representatives; (ii) becomes lawfully available to us on a non-confidential
basis from a source other than you or one of your Representatives, which source is not bound by a contractual or other obligation
of confidentiality to any Person; or (iii) was lawfully known to us on a non-confidential basis prior to its disclosure to
us by you.


 


Capitalized terms used
but not defined herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated as of November
1, 2015, by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Trimont Real Estate
Advisors, LLC, as Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and
as Custodian, and Wilmington Trust, National Association, as Trustee.


 


This Agreement, when
signed by us, will constitute our agreement with respect to the subject matter contained herein.













  














	 	Very truly yours,
	 	 
	 	[NAME OF ENTITY]
	 	 
	 	By:	 








	 	Name:	 





	 	Title: 	 








	 	Company:	 








	 	Phone: 	 






 


		cc:	Wells
                                         Fargo Bank, National Association

                                         Wilmington Trust, National Association









 






    	K-4-2



    	 



    







 


EXHIBIT K-5


 


FORM OF NOTICE OF MEZZANINE COLLATERAL FORECLOSURE





 


Wells Fargo Bank, National Association 


9062 Old Annapolis Road 


Columbia, Maryland 21045 


Attention: Corporate Trust Services – WFCM 2015-C31

Email: trustadministrationgroup@wellsfargo.com


 


In accordance with Section
[_______] of the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Agreement”), among Wells Fargo
Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services,
a Division of PNC Bank, National Association, as Special Servicer, Trimont Real Estate Advisors, LLC, as Trust Advisor, Wells Fargo
Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National
Association, as Trustee, with respect to the above-referenced certificates, the undersigned hereby notifies you that the following
[Mezzanine Lenders] have accelerated the [Mezzanine Loan] and/or have commenced foreclosure proceedings against the related mezzanine
collateral:


 


[__________________]


 


As set forth in the Agreement,
you are required to cause such [Mezzanine Lender] to re-submit any Investor Certification previously delivered by such [Mezzanine
Lender], prior to allowing it access to the information on the Certificate Administrator’s Website, to the extent such information
is accessible only to Privileged Persons.


 


Capitalized terms used
but not defined herein shall have the meanings ascribed thereto in the Agreement.


 

















	 	[SPECIAL SERVICER]
	 	 
	 	By:	 








	 	Name:	 





	 	Title: 	 























 



    	K-5-1



    	 



    




 





EXHIBIT L


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER AND SPECIAL SERVICER


 


RECORDING REQUESTED BY: 


{insert address}


 





 






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 November 1, 2015 (the “Agreement”) by and among Wells Fargo
Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as Master Servicer [(the “Servicer”)],
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer [(the “Servicer”)],
Trimont Real Estate Advisors, LLC, as Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax
Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee, relating to the Wells Fargo Commercial
Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31, and the Trustee hereby constitutes and
appoints the Servicer, by and through the Servicer’s officers, 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 Servicer and all properties (“REO Properties”) administered by the 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 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 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,
(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.



 



    	L-1



    	 



    




		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 any real estate owned property.



  


		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 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;



 


		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;



 


    	L-2



    	 



    

		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, 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 



 






    	L-3



    	 



    

 


(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, 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 Servicer has the power to delegate
its rights or obligations under the Agreement, the 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 Servicer's
attorneys-in-fact shall have no greater authority than that held by the 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 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. If the Servicer receives any
notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the Servicer shall promptly
forward a copy of same to the Trustee.


 


This limited power of attorney is not intended to extend the
powers granted to the Servicer under the Agreement or to allow the Servicer to take any action with respect to Mortgages, deeds
of trust or Mortgage Notes not authorized by the Agreement.


 


The 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 Servicer. The foregoing indemnity
shall


 






    	L-4



    	 



    

 


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 2015-C31 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 2015-C31
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:







 






    	L-5



    	 



    

 





	State of	}
	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 _________ that the foregoing paragraph is true and correct.


 Witness my hand and official seal.


 





	 	 
	Notary signature	 







 



    	L-6



    	 



    








EXHIBIT M


 


FORM OF FINAL CERTIFICATION OF CUSTODIAN


 


[Date]


 


[PARTIES TO POOLING AND SERVICING AGREEMENT]

[MORTGAGE LOAN SELLERS]

[SERVICED PARI PASSU COMPANION LOAN HOLDERS]

[MAJORITY SUBORDINATE CERTIFICATEHOLDERS]

[SUBORDINATE CLASS REPRESENTATIVE]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through
Certificates, Series 2015-C31



 


Ladies and Gentlemen:


 


In accordance with Section 2.02(b)
of that certain Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing Agreement”)
pursuant to which the certificates of the above-referenced series were issued, the undersigned hereby certifies that, with respect
to each Original Mortgage Loan subject to the Pooling and Servicing Agreement, and subject to the exceptions noted in Schedule I
attached hereto, that: (a) the original Mortgage Note specified in clause (i) of the definition of “Mortgage
File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity
certifying that the original of such Mortgage Note has been lost), the original or copy of documents specified in clauses (ii),
(iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification
of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the
Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists
of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality
property) of the definition of “Mortgage File” have been received by it; (b) if such report is due more than 180 days
after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on
receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (c) all
documents received by the Custodian with respect to such Mortgage Loan have been reviewed by the Custodian and (1) appear
regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower),
(2) appear to have been executed and (3) purport to relate to such Mortgage Loan; and (d) based on the examinations
referred to in Sections 2.02(a) and 2.02(b) of the Pooling and Servicing Agreement and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and
clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the
related Mortgage File.


 






    M-1


     


    

 


Capitalized terms used
but not defined herein shall have the meanings given them in the Pooling and Servicing Agreement.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    M-2


     


    

   


Schedule I
to Exhibit M


 


SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE
DELIVERY


 


(under Section 2.02(b) of the Pooling
and Servicing Agreement)


 






    M-3


     


    




 


EXHIBIT N


 


FORM OF DEFEASANCE CERTIFICATION


 


For any loan that is not among ten
(10) largest loans in pool, with outstanding balance of (a) $35,000,000 or less, or (b) less than 2% of outstanding
pool balance, whichever is less


 


To:


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004


 


Attn: ______________


 


Moody’s Investors Service,
Inc.

7 World Trade Center, 25th Floor

New York, New York 10007


 


Attn: ______________


 


Morningstar Credit Ratings, LLC

220 Gibraltar Road, Suite 300

Horsham, Pennsylvania 19044


 


Attn: ______________


 


		From:	Wells Fargo Bank, National Association, in its capacity as Master Servicer (the “Master
Servicer”) under the Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing
Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Trimont Real Estate
Advisors, LLC, as Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and
as Custodian, and Wilmington Trust, National Association, as Trustee.



 


Date:_________, 20___


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31,






Commercial Mortgage Pass-Through
Certificates, Series 2015-C31

Mortgage loan (the “Mortgage Loan”) identified by 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:____________________

 


____________________


 






     N-1


     


    

 


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:


 


1.           Notify you that the Borrower 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 payments scheduled to be due in respect of the entire Stated Principal
Balance of the Mortgage Loan; or



 


		____	a partial defeasance of the payments scheduled to be due in respect of a portion of the Stated
Principal Balance of the Mortgage Loan that represents ___% of the entire Stated Principal Balance of the Mortgage Loan and, under
the Mortgage, has an allocated loan amount of $____________ or _______% of the entire Stated Principal Balance;



 


2.           Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Schedule A hereto,
which exceptions the Master Servicer has determined, consistent with the Servicing Standard, will have no material adverse effect
on the Mortgage Loan or the defeasance transaction:


 


		a.	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.



 


		b.	The defeasance was consummated on __________, 20__.



 


		c.	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. § 80a-1 et seq.),
(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) are
rated ‘AAA’ by Standard & Poor’s, (iv) if they include a principal obligation, the principal due at
maturity cannot vary or change, and (v) are not subject to prepayment, call or early redemption. Such securities have the
characteristics set forth below:



 


CUSIPRATEMATPAY
DATESISSUED


 


		d.	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.



 






     N-2


     


    

 


		e.	The Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance
Obligor”) as to which one of the statements checked below is true:



 


		____	the related Borrower was 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”))
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;



 


		____	the related Borrower designated a Single-Purpose Entity (as defined in the S&P Criteria) to
own the defeasance collateral; or



 


		____	the Master Servicer designated a Single-Purpose Entity (as defined in the S&P Criteria) established
for the benefit of the Trust to own the defeasance collateral.



 


		f.	The Master Servicer received a broker or similar confirmation of the credit, or the accountant’s
letter described below contained statements that it reviewed a broker or similar confirmation of the credit, of the defeasance
collateral to an Eligible Account (as defined in the S&P Criteria) in the name of the Defeasance Obligor, which account is
maintained as a securities account by the securities intermediary and has been pledged to the Trustee.



 


		g.	The Agreement executed in connection with the defeasance shall grant control of the pledged Securities
Account to the Trustee and 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”).



 


		h.	The Master Servicer received from the Borrower 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 principal and interest payments made on the defeasance collateral (without taking into account any earnings
on reinvestment of such revenues) will be sufficient to timely pay 



 






     N-3


     


    




 





			 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 Stated
Maturity 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.


  


		i.	The Master Servicer received opinions from counsel, who were approved by the Master Servicer in
accordance with the Servicing Standard, that (i) the agreements executed by the Borrower and/or the Defeasance Obligor in
connection with the defeasance are enforceable against them in accordance with their terms except as such enforcement may be limited
by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditor’s rights generally,
and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law),
and (ii) the Trustee will have a perfected, first priority security interest in the defeasance collateral described above.



 


		j.	The agreements executed in connection with the defeasance (i) permit reinvestment of proceeds
of the defeasance collateral only in Permitted Investments (as defined in the S&P Criteria), (ii) permit release of surplus
defeasance collateral and earnings on reinvestment to the Defeasance Obligor or the Borrower only after the Mortgage Loan has been
paid in full, if any such release is permitted, (iii) prohibit any subordinate liens against the defeasance collateral, and
(iv) 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.



 


		k.	The Mortgage Loan is not among the ten (10) largest loans in the Mortgage Pool. The entire
Stated Principal Balance of the Mortgage Loan as of the date of defeasance was $___________ [$35,000,000 or less or less than two
percent of the Mortgage Pool balance, whichever is less], which is less than 2% of the aggregate Certificate Principal Balance
of the Certificates as of the date of the most recent Distribution Date Statement received by us (the “Current Report”).



 






     N-4


     


    

 


		l.	The defeasance described herein, together with all prior and simultaneous defeasances of Mortgage
Loans, brings the total of all fully and partially defeased Mortgage Loans to $__________________, which is _____% of the aggregate
Certificate Balance of the Certificates as of the date of the Current Report.



 


3.           Certify
that, in addition to the foregoing, the Master Servicer has imposed such additional conditions to the defeasance (or waived such
conditions), subject to the limitations imposed by the Mortgage Loan Documents, as are consistent with the Servicing Standard.


 


4.           Certify
that Schedule 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 described
above and that originals or copies of such agreements, instruments, documents and opinions have been or will be transmitted to
the Custodian for placement in the related Mortgage File or, to the extent not required to be part of the related Mortgage File,
are in the possession of the Master Servicer as part of the Master Servicer’s Servicing File.


 


5.           Certify
and confirm that the determinations and certifications described above were rendered in accordance with the Servicing Standard
set forth in, and the other applicable terms and conditions of, the Pooling and Servicing Agreement.


 


6.           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.


 


7.           Agree
to provide copies of all items listed in Schedule B to you upon request.


 






     N-5


     


    




 


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:


 






     N-6


     


    

 


Schedule A to
Exhibit N


 


SCHEDULE A


 


SCHEDULE OF EXCEPTIONS TO CERTIFICATION


 






     N-7


     


    

 


 Schedule B to Exhibit N


 


SCHEDULE B


 


LIST OF AGREEMENTS, INSTRUMENTS, DOCUMENTS
AND OPINIONS 


 



     N-8


     


    




 


EXHIBIT O-1


 


FORM OF TRUST ADVISOR ANNUAL REPORT1

(SUBORDINATE CONTROL PERIOD)


 


Report Date: Report will be delivered annually no later
than [INSERT DATE].


 


Transaction: Wells Fargo Commercial Mortgage Trust 2015-C31,
Commercial Mortgage Pass-Through Certificates, Series 2015-C31


 


Trust Advisor: Trimont Real Estate Advisors, LLC


 


Special Servicer: Midland Loan Services, a Division of
PNC Bank, National Association


 


Subordinate Class Representative: [_____________________]


 


		I.	Population of Mortgage Loans that Were Considered
in Compiling this Report. [__] Specially Serviced Mortgage Loans were transferred to special servicing in the prior calendar
year [INSERT YEAR].



 


		a.	[__] of such Specially Serviced Mortgage Loans are still
being analyzed by the Special Servicer and/or Subordinate Class Representative as part of the development of an Asset Status Report.
This report does not include work activity related to those open cases.



 


		b.	[__] of such Specially Serviced Mortgage Loans had executed
Final Asset Status Reports. This report is based only on the Specially Serviced Mortgage Loans in respect of which a Final Asset
Status Report has been issued. The Final 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 Trust Advisor has undertaken
a limited review of the Special Servicer’s operational activities to service certain Specially Serviced Mortgage Loans in
accordance with the Servicing Standard. Based on such review, the Trust 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 Trust
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 





 






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 Trust
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.


 






     O-1-1


     


    

 


 


In connection with the
assessment set forth in this report:


 


		1.	The Trust Advisor reviewed the Final Asset Status Report
that was previously executed by the Special Servicer for the following [__] Specially Serviced Mortgage Loans: [LIST APPLICABLE
SPECIALLY SERVICED MORTGAGE LOANS].



 


		2.	The Trust Advisor’s review of the Final Asset Status
Reports 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 the propert(y)/(ies) or interact with the borrower(s).



 


		3.	All opinions outlined herein are limited to the Specially
Serviced Mortgage Loans of this mortgage loan pool with respect to which Final Asset Status Reports have been delivered. Confidentiality
and other provisions prohibit the Trust Advisor from using information it is privy to from other assignments in facilitating the
activities of this assignment.



 


		4.	As required under the Pooling and Servicing Agreement,
the Trust Advisor has undertaken a reasonable review of such additional limited non-privileged information and documentation provided
by the Special Servicer prior to the Trust Advisor finalizing its annual assessment.



 


		III.	Specific Items of Review



 


		1.	The Trust Advisor reviewed the following items in connection
with the generation of this report: [LIST MATERIAL ITEMS].



 


		2.	The following is a general discussion of certain concerns
raised by the Trust Advisor discussed in this report: [LIST CONCERNS].



 


		3.	In addition to the other information presented herein,
the Trust Advisor notes the following additional items: [LIST ADDITIONAL ITEMS].



 


		4.	As required under the Pooling and Servicing Agreement,
the Trust Advisor has undertaken a reasonable review of such additional limited non-privileged information and documentation provided
by the Special Servicer prior to the Trust Advisor finalizing its annual assessment.



 


		IV.	Qualifications Related to the Work Product Undertaken
and Opinions Related to this Report



 


		1.	The Trust Advisor did not participate in, or have access
to, the Special Servicer’s and Subordinate Class Representative’s discussion(s) regarding any Specially Serviced Mortgage
Loan. The Trust Advisor did not meet with the Special Servicer or the Subordinate Class Representative. As



 






     O-1-2


     


    

 





			such, the Trust Advisor
generally relied upon its review of the information described in Item 1 of Section III above and its interaction with the
Special Servicer in gathering the relevant information to generate this report.





 


		2.	The Special Servicer has the legal authority and responsibility
to service the Specially Serviced Mortgage Loans pursuant to the Pooling and Servicing Agreement. The Trust Advisor has no responsibility
or authority to alter the standards set forth therein.



 


		3.	Confidentiality and other contractual limitations limit
the Trust Advisor’s ability to outline the details or substance of 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
Trust 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 Mortgage Loans. These include, but are not limited to, assumptions, ownership
changes, collateral substitutions, capital reserve changes, etc. The Trust Advisor does not participate in discussions regarding
such actions. As such, the Trust Advisor has not assessed the Special Servicer’s operational compliance with respect to
those types of actions.



 


		5.	This report is furnished to the Certificate Administrator
pursuant to the provisions of the Pooling and Servicing Agreement. The delivery of this report shall not be construed to impose
any duty on the Trust Advisor to respond to investor questions or inquiries.



 


Terms used but not defined
herein have the meaning set forth in the Pooling and Servicing Agreement dated as of November 1, 2015. 


 



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EXHIBIT O-2


 


FORM OF TRUST ADVISOR ANNUAL REPORT1

(COLLECTIVE CONSULTATION PERIOD AND SENIOR CONSULTATION PERIOD)


 


Report Date: Report will be delivered annually no later
than [INSERT DATE].


 


Transaction: Wells Fargo Commercial Mortgage Trust 2015-C31,
Commercial Mortgage Pass-Through Certificates, Series 2015-C31


 


Trust Advisor: Trimont Real Estate Advisors, LLC


 


Special Servicer: Midland Loan Services, a Division of
PNC Bank, National Association


 


Subordinate Class Representative: [_____________________]


 


		I.	Population of Mortgage Loans that Were Considered
in Compiling this Report



 


		1.	[__] Specially Serviced Mortgage Loans were transferred
to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[__] of such Specially Serviced Mortgage Loans are still
being analyzed by the Special Servicer as part of the development of an Asset Status Report.



 


		b.	[__] of such Specially Serviced Mortgage Loans had executed
Final Asset Status Reports. The Final 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 Trust Advisor has undertaken
a limited review of the Special Servicer’s operational activities to service certain Specially Serviced Mortgage Loans in
accordance with the Servicing Standard. Based on such review, the Trust 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 Trust
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].





 


In
connection with the assessment set forth in this report:


 


 






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 Trust 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.


 






     O-2-1


     


    

 





 


		1.	The Trust Advisor reviewed the Asset Status Reports, net
present value calculations and Appraisal Reduction Amount calculations and [LIST OTHER REVIEWED INFORMATION] for the following
[__] Specially Serviced Mortgage Loans: [LIST APPLICABLE SPECIALLY SERVICED MORTGAGE LOANS]



 


		2.	[If report is rendered during a Senior Consultation Period,
add:] The Trust Advisor met with the Special Servicer on [DATE] for the annual meeting. Participants from the Special Servicer
included: [IDENTIFY PARTICIPANTS’ NAMES AND TITLES]. The Specially Serviced Mortgage Loans (including Asset Status Reports,
other relevant accompanying information and any related net present value calculations and Appraisal Reduction Amount calculations)
were referenced in the meeting. The discussion focused on the Special Servicer’s execution of its resolution and liquidation
procedures in general terms as well as in specific reference to the Specially Serviced Mortgage Loans.



 


		a.	The Trust Advisor’s review of the Asset Status
Reports (including related net present value calculations and Appraisal Reduction Amount calculations) related to the Specially
Serviced Mortgage Loans [[if report is rendered during a Senior Consultation Period:] and meeting with the Special Servicer] 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 the propert(y)/(ies) or interact with the borrower(s).



 


		b.	All opinions outlined herein are limited to the Specially
Serviced Mortgage Loans of this mortgage loan pool with respect to which Asset Status Reports have been delivered. Confidentiality
and other provisions prohibit the Trust Advisor from using information it is privy to from other assignments in facilitating the
activities of this assignment.



 


		3.	As required under the Pooling and Servicing Agreement,
the Trust Advisor has undertaken a reasonable review of such additional limited non-privileged information and documentation provided
by the Special Servicer prior to the Trust Advisor finalizing its annual assessment.



 


		III.	Specific Items of Review



 


		1.	The Trust Advisor reviewed the following items in connection
with [[if report is rendered during Senior Consultation Period:]the annual meeting] and the generation of this report: [LIST MATERIAL
ITEMS].



 






     O-2-2


     


    




 


		2.	During the prior year, the Trust Advisor consulted with
the Special Servicer regarding its strategy plan for a limited number of issues related to the following Specially Serviced Mortgage
Loans: [LIST]. The Trust 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 recommendations made by the Trust Advisor. Such recommendations generally included the following: [LIST].



 


		3.	Appraisal Reduction Amount calculations and net present
value calculations:



 


		a.	The Trust Advisor [received/did not receive] information
necessary to recalculate and verify the accuracy of the mathematical calculations and the corresponding application 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 Mortgage Loan prior to the utilization by the Special Servicer.



 


		b.	The Trust Advisor [agrees/does not agree] with the [mathematical
calculations] [and/or] [the application of the applicable non-discretionary portions of the formulas] required to be utilized
for such calculation.



 


		c.	After consultation with the Special Servicer to resolve
any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formulas in
arriving at those mathematical calculations, such inaccuracy [has been/ has not been] resolved.



 


		4.	The following is a general discussion of certain concerns
raised by the Trust Advisor discussed in this report: [LIST CONCERNS].



 


		5.	In addition to the other information presented herein,
the Trust Advisor notes the following additional items: [LIST ADDITIONAL ITEMS].



 


		6.	As required under the Pooling and Servicing Agreement,
the Trust Advisor has undertaken a reasonable review of such additional limited non-privileged information and documentation provided
by the Special Servicer prior to the Trust Advisor finalizing its annual assessment.



 


		IV.	Qualifications Related to the Work Product Undertaken
and Opinions Related to this Report



 






     O-2-3


     


    

 


		1.	The Trust Advisor did not participate in, or have access
to, the Special Servicer’s and Subordinate Class Representative’s discussion(s) regarding any Specially Serviced Mortgage
Loan. The Trust Advisor did not meet with the [Special Servicer or the] Subordinate Class Representative. [[If report rendered
during Senior Consultation Period:] While the Subordinate Class Representative may have attended the annual meeting,] the Trust
Advisor generally did not address issues and questions to the Subordinate Class Representative. As such, the Trust Advisor generally
relied upon its review of the information described in Item 1 of Section III above and its interaction with the Special Servicer
in gathering the relevant information to generate this report.



 


		2.	The Special Servicer has the legal authority and responsibility
to service the Specially Serviced Mortgage Loans pursuant to the Pooling and Servicing Agreement. The Trust Advisor has no responsibility
or authority to alter the standards set forth therein.



 


		3.	Confidentiality and other contractual limitations limit
the Trust Advisor’s ability to outline the details or substance of [[if report rendered during Senior Consultation Period:]
the meeting held between it and the Special Servicer regarding any Specially Serviced Mortgage 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 Trust 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 Mortgage Loans. These include, but are not limited to, assumptions, ownership
changes, collateral substitutions, capital reserve changes, etc. The Trust Advisor does not participate in discussions regarding
such actions. As such, the Trust Advisor has not assessed the Special Servicer’s operational compliance with respect to
those types of actions.



 


		5.	This report is furnished to the Certificate Administrator
pursuant to the provisions of the Pooling and Servicing Agreement. The delivery of this report shall not be construed to impose
any duty on the Trust Advisor to respond to investor questions or inquiries.



 


Terms used but not defined
herein have the meaning set forth in the Pooling and Servicing Agreement dated as of November 1, 2015. 


 



     O-2-4


     


    




  


EXHIBIT O-3


 


FORM OF NOTICE FROM TRUST ADVISOR RECOMMENDING
REPLACEMENT OF SPECIAL SERVICER


 


Wilmington Trust, National Association

as Trustee 


1100 North Market Street 


Wilmington, Delaware 19890

Attention: WFCM 2015-C31


 


Wells Fargo Bank, National Association,

as Certificate Administrator 


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services – WFCM 2015-C31


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage
                                                               Pass-Through Certificates, Series 2015-C31, Recommendation of Replacement of Special Servicer



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 6.05(c) of the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and
Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer,
Trimont Real Estate Advisors, LLC, as Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax
Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee, on behalf of the holders of Wells Fargo
Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 (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.


 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.28 of the Pooling
and Servicing Agreement, it is our assessment that [________], 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: [________].


 






     O-3-1


     


    

 


Based upon such assessment,
we further hereby recommend that [_______] be removed as Special Servicer and that [________] be appointed its successor in such
capacity.


 


 


	 	Very truly yours,
	 	 
	 	         Trimont Real Estate Advisors, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 








Dated:_______________


 






     O-3-2


     


    




 


EXHIBIT P


 


FORM OF NRSRO CERTIFICATION


 


Wells Fargo Bank, National Association,

     as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045 1951

Attention: Corporate Trust Services – WFCM 2015-C31


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through
                                                               Certificates, Series 2015-C31



 


Ladies and Gentlemen:


 


In accordance with the
requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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, Midland Loan Services, a Division
of PNC Bank, National Association, as Special Servicer, Trimont Real Estate Advisors, LLC, as Trust Advisor, Wells Fargo Bank,
National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association,
as Trustee, with respect to the Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31 (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.            (a)The undersigned is a Rating Agency; or


 


(b)The
undersigned is a nationally recognized statistical rating organization that 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 Pooling and Servicing Agreement to certain information (the “Information”)
on the 17g-5 website pursuant to the provisions of the Pooling and Servicing 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 as Annex A hereto 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.


 






     P-1


     


    

 


The undersigned
agrees that each time it accesses the 17g-5 Information Provider’s website, it is deemed to have recertified that the representations
herein contained remain true and correct.


 


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 day and year first written above.


 


Date:


 





	 	Very truly yours,
	 	 
	 	[NRSRO Name]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	E-mail:


 



     P-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 2015-C31, Commercial Mortgage Pass-Through
Certificates, Series 2015-C31 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as
of November 1, 2015 (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, Midland Loan
Services, a Division of PNC Bank, National Association, as Special Servicer, Trimont Real Estate Advisors, LLC, as Trust Advisor,
Wells Fargo Bank, National Association, as Certificate Administrator, as Tax 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.


 






     P-3


     


    

 


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 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.


 






     P-4


     


    

 


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.


 


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]


 






     P-5


     


    




 


EXHIBIT Q



FORM OF ONLINE VENDOR CERTIFICATION


 


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 connection with the
Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 (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., Interactive Data Corp.,
Markit Group Limited, BlackRock Financial Management, Inc., CMBS.com, Inc. or Thomson Reuters Corporation], a market data provider
that has been given access to the Distribution Date Statements, 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.             Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the agreement pursuant
to which the Certificates were issued.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 	[______________________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	E-mail:


  


Dated:               
 


 





     Q-1


     


    

 






 


EXHIBIT R


 


ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO ([__]) [_____] AND
([__]) [_____] AND VIA EMAIL TO [________]

AND [cts.sec.notifications@wellsfargo.com] AND VIA OVERNIGHT MAIL TO THE

ADDRESSES
IMMEDIATELY BELOW**


 





Wells Fargo Bank, National Association,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services – WFCM 2015-C31


 


Wells Fargo Commercial Mortgage Securities, Inc.

as Depositor

c/o Wells Fargo Securities, LLC 


375 Park Avenue, 2nd Floor, J0127-023


New York, New York 10152


 Attention: A.J. Sfarra





 


		Re:	**Additional Form [10-D][10-K][8-K] Disclosure Required**



 


Ladies and Gentlemen:


 


In accordance with Section [11.07][11.08][11.10]
of the Pooling and Servicing Agreement, dated as of November 1, 2015, 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”),
Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”),
Trimont Real Estate Advisors, LLC, as trust advisor, Wells Fargo Bank, National Association, as certificate administrator, paying
agent and custodian (in such capacity, the “Certificate Administrator”), and Wilmington Trust, National Association,
as trustee, 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:


 






    	R-1



    	 



    

  


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:
________________. 





	 		 
	 	[NAME OF PARTY], as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	R-2



    	 



    

   


EXHIBIT S-1


 


FORM OF TRUSTEE BACKUP CERTIFICATION


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2015-C31
(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 November 1, 2015 (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”), Midland Loan Services, a Division of PNC Bank, National
Association, as special servicer (the “Special Servicer”), the Trustee, Wells Fargo Bank, National Association,
as certificate administrator, paying agent and custodian (in such capacity, the “Certificate Administrator”),
and Trimont Real Estate Advisors, LLC, as trust advisor (the “Trust Advisor”), certifies to [______], Wells
Fargo Commercial Mortgage Securities, Inc. and its 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 reporting 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:





 






    	S-1-1



    	 



    

   


EXHIBIT S-2


 


FORM OF CUSTODIAN BACKUP CERTIFICATION


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2015-C31
(The “Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian (in such
capacity, the “Custodian”), under that certain Pooling and Servicing Agreement, dated as of November 1, 2015
(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”),
Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”),
Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, paying
agent and custodian (in such capacity, the “Certificate Administrator”), and Trimont Real Estate Advisors, LLC,
as trust advisor (the “Trust Advisor”), certifies to [______], Wells Fargo Commercial Mortgage Securities, Inc.
and its 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 reporting 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:


 






    	S-2-1



    	 



    

  


EXHIBIT S-3


 


FORM OF CERTIFICATE ADMINISTRATOR BACKUP
CERTIFICATION


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2015-C31
(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 November 1, 2015 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage
Securities, Inc., as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer
(in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian, and Trimont Real Estate Advisors,
LLC, as trust advisor (the “Trust Advisor”), certifies to [_______], Wells Fargo Commercial Mortgage Securities,
Inc. and its 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 (the “Annual Report”) for
the fiscal year 20[__] (the “Relevant Period”), 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 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



 






    	S-3-1



    	 



    

  


			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:








 






    	S-3-2



    	 



    

   


EXHIBIT S-4


 


FORM OF MASTER SERVICER BACKUP CERTIFICATION


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2015-C31
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of WELLS FARGO BANK, NATIONAL ASSOCIATION, as master servicer (in such capacity, the “Master
Servicer”) under that certain Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and
Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, the Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”),
Trimont Real Estate Advisors, LLC, as trust advisor, Wells Fargo Bank, National Association, as certificate administrator, paying
agent and custodian (in such capacity, the “Certificate Administrator”), and Wilmington Trust, National Association,
as trustee, and on behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the
Depositor, and its 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 4.02(c) 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 11.12 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;



 






    	S-4-1



    	 



    

  


		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 Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22
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.]


 


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:


 



    	S-4-2



    	 



    




 





EXHIBIT S-5


 


FORM OF SPECIAL SERVICER BACKUP CERTIFICATION


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2015-C31
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________ ] of MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION (the “Special
Servicer”) as Special Servicer under that certain Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”),
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), the Special
Servicer, Wilmington Trust, National Association, as trustee (the “Trustee”), Wells Fargo Bank, National Association,
as certificate administrator, paying agent and custodian (in such capacity, the “Certificate Administrator”),
and Trimont Real Estate Advisors, LLC, as trust advisor (the “Trust Advisor”), on behalf of the Special Servicer,
certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its 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 11.13 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 Special Servicer assessment of compliance with the Relevant Servicing Criteria, in order



 






    	S-5-1



    	 



    

 





	 	 	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: 


	 		 
	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL
ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 






    	S-5-2



    	 



    

 


EXHIBIT S-6


 


FORM OF TRUST ADVISOR BACKUP CERTIFICATION


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2015-C31
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________ ] of TRIMONT REAL ESTATE ADVISORS, LLC (the “Trust Advisor”) as Trust Advisor
under that certain Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services,
a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Wilmington Trust,
National Association, as trustee (the “Trustee”), and Wells Fargo Bank, National Association, as certificate
administrator, paying agent and custodian (in such capacity, the “Certificate Administrator”) and the Trust
Advisor, on behalf of the Trust Advisor, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor,
and its 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 Trust 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 “Trust
Advisor Reports”) have been submitted by the Trust 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 trust advisor information contained in the Trust Advisor 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 Trust Advisor with respect to the Trust’s fiscal year ________ have been
provided all information relating to the Trust 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 Trust Advisor
for asset-backed securities with respect to the Trust Advisor or any Servicing Function Participant retained by the Trust 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



 






    	S-6-1



    	 



    

  


			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:


  



    	S-6-2



    	 



    




 


EXHIBIT T


 


FORM OF SARBANES OXLEY CERTIFICATION


 


Wells Fargo Commercial Mortgage Trust 2015-C31,

Commercial Mortgage Pass-Through Certificates

Series 2015-C31 (the “Trust”)


 


I, [identify the certifying
individual], a [title] of Wells Fargo Commercial Mortgage Securities, Inc., the depositor into the above-referenced Trust, certify
that:


 


1.          I have
reviewed this annual report on Form 10-K, and all reports Form 10-D required to be filed in respect of periods included
in the year covered by this annual report, of the Trust;


 


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 annual 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 report, the servicers have fulfilled their obligations under the pooling and servicing
agreement 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.


 






    	T-1



    	 



    







 


In giving the certifications above, I have
reasonably relied on information provided to me by the following unaffiliated parties: [______________].


 


Date: 





	 		 
	 	


WELLS FARGO COMMERCIAL MORTGAGE SECURITIES INC.


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  



    	T-2



    	 



    




 


EXHIBIT U


 


FORM OF OUTSIDE MASTER SERVICER NOTICE


 


[Date]


 


[Non-Trust Trustee]


 


[Non-Trust Certificate Administrator]


 


[Non-Trust Master Servicer]


 


[Non-Trust Special Servicer]


 


[Non-Trust Trust Advisor]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31,

Commercial Mortgage Pass-Through Certificates, Series 2015-C31



 


Ladies and Gentlemen:


 


This notice is being
delivered pursuant to Section 3.01(h) of the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “WFCM
2015-C31 Pooling and Servicing Agreement”) among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells
Fargo Bank, National Association, as master servicer (the “WFCM 2015-C31 Master Servicer”), as certificate administrator
(the “WFCM 2015-C31 Certificate Administrator”), as tax administrator and as custodian, Midland Loan Services,
a Division of PNC Bank, National Association, as special servicer (the “WFCM 2015-C31 Special Servicer”), Trimont
Real Estate Advisors, LLC, as trust advisor, and Wilmington Trust, National Association, as trustee (the “WFCM 2015-C31
Trustee”), and relating to Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31 (the “Certificates”). Capitalized terms used but not otherwise defined herein shall have respective
meanings assigned to them in the WFCM 2015-C31 Pooling and Servicing Agreement.


 


Notice is hereby given
to you, as parties to the Non-Trust Pooling and Servicing Agreement relating to the [_____] Mortgage Loan, that as of the date
hereof, the WFCM 2015-C31 Trustee is the holder of the [_____] Mortgage Loan for the benefit of the Certificateholders. As such,
we hereby direct you to remit to the WFCM 2015-C31 Master Servicer all amounts payable to, and to forward, deliver or otherwise
make available, as the case may be, to the WFCM 2015-C31 Master Servicer all reports, statements, documents, communications and
other information that are to be forwarded, delivered or otherwise made available to, the holders of the [______] Mortgage Loan
under the related Intercreditor Agreement and the Non-Trust Pooling and Servicing Agreement referenced above.


 


The contact information
for each of the WFCM 2015-C31 Trustee, the WFCM 2015-C31 Certificate Administrator, the WFCM 2015-C31 Master Servicer, the WFCM
2015-C31 Special Servicer and the party designated to exercise the rights of the “Non-Controlling


 






    	U-1



    	 



    

  


Note Holder” (as
such term is defined in each related Intercreditor Agreement) is provided on Schedule 1 hereto.


 


A copy of the executed
version of the WFCM 2015-C31 Pooling and Servicing Agreement [and a copy of the executed version of the related Intercreditor
Agreement] will be made available to you upon request. Please contact us at (866) 846-4526 if you have any questions. 





	 		 
	 	


Very truly yours,


	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

WFCM 2015-C31 Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	U-2



    	 



    

 


Schedule 1 to Exhibit U


 


Contact Information


 


Wilmington Trust, National Association

1100 North Market Street 


Wilmington, Delaware 19890

Attention: WFCM 2015-C31


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – WFCM 2015-C31


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086 120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2015-C31 Asset Manager


 


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


 


Eightfold Real Estate Capital, L.P.

1111 Lincoln Road, Suite 802

Miami Beach, Florida 33139

Attention: Brian A. Tageson


 






    	U-3



    	 



    

  


EXHIBIT V


 


[RESERVED]


 






    	V-1



    	 



    

 





EXHIBIT W


 


[RESERVED]


 






    	W-1



    	 



    

  


EXHIBIT X


 


FORM OF NOTICE OF EXCHANGE OF EXCHANGEABLE
CERTIFICATES


 


[Certificateholder’s letterhead]


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services – Wells Fargo Commercial Mortgage Trust 2015-C31


 


		Re:	Wells Fargo Commercial Mortgage Trust 2015-C31, Commercial
Mortgage Pass-Through Certificates, Series 2015-C31 (the “Certificates”)

Notice of Exchange of Exchangeable Certificates



 


This letter is delivered
to you pursuant to Section 5.09 of the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Trimont Real Estate Advisors, LLC, as Trust Advisor, Wells Fargo Bank, National Association, as Certificate
Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 


The undersigned hereby
(i) certifies that as of the date above, the undersigned is the beneficial owner of the Exchangeable Certificates set forth
below under “Exchangeable Certificates to be Surrendered”, is duly authorized to deliver this notice to the Certificate
Administrator and that such power has not been granted or assigned to any other Person and the Certificate Administrator may conclusively
rely upon this notice and (ii) give notice of our intent to present and surrender the Exchangeable Certificates set forth
below under “Exchangeable Certificates to be Surrendered” and all of our right, title and interest in and to such Exchangeable
Certificates, including all payments of interest thereon received after [_____________], in exchange for the corresponding Exchangeable
Certificates set forth below. We propose an Exchange Date of [______].


 


We agree that upon such
exchange, our interests in the portion(s) of the Exchangeable Certificates surrendered in exchange shall be reduced and our interest
in the portion(s) of the Exchangeable Certificates received in such exchange shall be increased.


 






    	X-1



    	 



    

  


	
        Exchangeable
        Certificates to be Surrendered
	 	
        Exchangeable

Certificates to be

Received

	
        CUSIP
	 	
        

Outstanding

Certificate Principal

Balance
	 	
        Initial
        Certificate

Principal Balance
	 	
        CUSIP

	 	 	 	 	 	 	 


 


Our Depository participant
number is [________]. 





	 		 
	 	Sincerely,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  








[Medallion Stamp Guarantee]


 






    	X-2



    	 



    

   


SCHEDULE I


 


MORTGAGE LOAN SCHEDULE


 






    	S-I-1



    	 



    

 


 







	Wells Fargo Commercial Mortgage Trust 2015-C31	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Address	 	City	 	State	 	Zip
    Code	 	Original
    Principal Balance ($)	 	Cut-off
    Date Principal Balance ($)	 	Loan
    Amortization Type	 	Monthly
    P&I Payment ($)	 	Interest
    Accrual Basis	 	Mortgage
    Rate	 	Administrative
    Fee Rate	 	Payment
    Due Date
	1	 	WFB	 	745
    Atlantic Avenue	 	745
    Atlantic Avenue	 	Boston	 	MA	 	02111	 	70,000,000.00	 	70,000,000.00	 	Interest-only,
    Balloon	 	247,304.17
    	 	Actual/360	 	4.170%	 	0.0128%	 	11
	2	 	RMF	 	Sheraton
    Lincoln Harbor Hotel	 	500
    Harbor Boulevard	 	Weehawken	 	NJ	 	7086	 	60,000,000.00	 	60,000,000.00	 	Interest-only,
    Amortizing Balloon	 	321,726.38
    	 	Actual/360	 	4.990%	 	0.0128%	 	6
	3	 	WFB	 	CityPlace
    I	 	185
    Asylum Street	 	Hartford	 	CT	 	06103	 	45,000,000.00	 	45,000,000.00	 	Interest-only,
    Balloon	 	181,093.75
    	 	Actual/360	 	4.750%	 	0.0128%	 	11
	4	 	SG	 	Courtyard
    Marriott - Tacoma	 	1515
    Commerce Street	 	Tacoma	 	WA	 	98402	 	32,625,000.00	 	32,625,000.00	 	Amortizing
    Balloon	 	167,250.23
    	 	Actual/360	 	4.600%	 	0.0128%	 	1
	5	 	WFB	 	11
    Madison Avenue	 	11
    Madison Avenue	 	New
    York	 	NY	 	10010	 	30,500,000.00	 	30,500,000.00	 	Interest-only,
    Balloon	 	91,745.20
    	 	Actual/360	 	3.560%	 	0.0088%	 	6
	6	 	WFB	 	Hampton
    Inn & Suites - Jacksonville Beach	 	1515
    First Street North	 	Jacksonville
    Beach	 	FL	 	32250	 	29,120,000.00	 	29,120,000.00	 	Interest-only,
    Amortizing Balloon	 	147,719.84
    	 	Actual/360	 	4.510%	 	0.0328%	 	11
	7	 	SG	 	Patrick
    Henry Mall	 	12300
    Jefferson Avenue	 	Newport
    News	 	VA	 	23602	 	26,700,000.00	 	26,564,476.97	 	Amortizing
    Balloon	 	132,947.20
    	 	Actual/360	 	4.352%	 	0.0575%	 	5
	8	 	WFB	 	Philadelphia
    Design & Distribution Center	 	4422-88
    Wissahickon Avenue	 	Philadelphia	 	PA	 	19129	 	26,000,000.00	 	26,000,000.00	 	Interest-only,
    Amortizing Balloon	 	128,666.57
    	 	Actual/360	 	4.300%	 	0.0128%	 	11
	9.00	 	Basis
    	 	Warren
    Industrial Center	 	Various	 	Warren	 	MI	 	48092	 	25,350,000.00	 	25,350,000.00	 	Amortizing
    Balloon	 	132,237.60
    	 	Actual/360	 	4.750%	 	0.0128%	 	1
	9.01	 	Basis
    	 	27485
    George Merrelli	 	27485
    George Merrelli Avenue	 	Warren	 	MI	 	48092	 	9,027,580.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.02	 	Basis
    	 	27767
    George Merrelli	 	27767
    George Merrelli Avenue	 	Warren	 	MI	 	48092	 	8,367,870.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.03	 	Basis
    	 	7111
    East 11 Mile Road	 	7111
    East 11 Mile Road	 	Warren	 	MI	 	48092	 	7,954,550.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	RMF	 	Brooks
    Landing Apartments	 	3055
    Floyd Avenue	 	Modesto	 	CA	 	95355	 	24,500,000.00	 	24,500,000.00	 	Interest-only,
    Balloon	 	95,481.94
    	 	Actual/360	 	4.600%	 	0.0128%	 	6
	11	 	LIG
    I	 	Palouse
    Mall	 	1850
    West Pullman Road	 	Moscow	 	ID	 	83843	 	23,075,000.00	 	23,075,000.00	 	Interest-only,
    Amortizing Balloon	 	122,324.98
    	 	Actual/360	 	4.890%	 	0.0603%	 	1
	12	 	Basis
    	 	Silver
    Rock Apartments	 	9830
    Camino Villa	 	San
    Antonio	 	TX	 	78250	 	22,900,000.00	 	22,900,000.00	 	Interest-only,
    Amortizing Balloon	 	115,758.96
    	 	Actual/360	 	4.480%	 	0.0128%	 	1
	13.00	 	Basis
    	 	Ross
    Portfolio	 	Various	 	Various	 	Various	 	Various	 	20,085,000.00	 	20,085,000.00	 	Interest-only,
    Amortizing Balloon	 	104,108.05
    	 	Actual/360	 	4.695%	 	0.0128%	 	1
	13.01	 	Basis
    	 	Kohl’s
    - Lakewood, CO	 	3150
    South Wadsworth Boulevard	 	Lakewood	 	CO	 	80227	 	12,155,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.02	 	Basis
    	 	Ronpak	 	10900-10950
    San Sevaine Way	 	Mira
    Loma	 	CA	 	91752	 	7,930,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14	 	WFB	 	Lawton
    Town Center	 	191,
    223, 261, 295, 321, 379, 273, 341, 421, 449, 473 Northwest 2nd Street	 	Lawton	 	OK	 	73507	 	19,400,000.00	 	19,400,000.00	 	Interest-only,
    Amortizing Balloon	 	98,758.57
    	 	Actual/360	 	4.540%	 	0.0128%	 	11
	15	 	WFB	 	Zephyr
    Commons	 	7838
    Gall Boulevard	 	Zephyrhills	 	FL	 	33541	 	17,000,000.00	 	17,000,000.00	 	Interest-only,
    Amortizing Balloon	 	86,946.47
    	 	Actual/360	 	4.580%	 	0.0128%	 	11
	16	 	RMF	 	Ole
    London Towne Apartments	 	1680
    O’Neal Lane	 	Baton
    Rouge	 	LA	 	70816	 	16,250,000.00	 	16,250,000.00	 	Interest-only,
    Amortizing Balloon	 	81,950.60
    	 	Actual/360	 	4.460%	 	0.0128%	 	6
	17	 	WFB	 	Covington
    Plaza	 	6306-6410
    West Jefferson Boulevard	 	Fort
    Wayne	 	IN	 	46804	 	16,125,000.00	 	16,125,000.00	 	Interest-only,
    Amortizing Balloon	 	83,146.44
    	 	Actual/360	 	4.650%	 	0.0403%	 	11
	18.00	 	LIG
    I	 	Bernstein
    Portfolio	 	Various	 	Various	 	Various	 	Various	 	15,750,000.00	 	15,750,000.00	 	Amortizing
    Balloon	 	97,472.69
    	 	Actual/360	 	5.580%	 	0.0603%	 	1
	18.01	 	LIG
    I	 	Oxford
    Lake Business Park	 	2001
    Westside Parkway	 	Alpharetta	 	GA	 	30004	 	5,650,224.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.02	 	LIG
    I	 	400
    North Business Park	 	1111
    Alderman Drive	 	Alpharetta	 	GA	 	30005	 	4,343,610.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.03	 	LIG
    I	 	Corporate
    Campus at Meadows	 	6445
    Shiloh Road	 	Alpharetta	 	GA	 	30005	 	3,813,901.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.04	 	LIG
    I	 	Miami
    Gardens	 	5900
    Northwest 183rd Street	 	Unincorporated	 	FL	 	33015	 	1,942,265.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19	 	WFB	 	Mountain
    Valley Center	 	426-726
    Southwest Mount Si Boulevard	 	North
    Bend	 	WA	 	98045	 	13,700,000.00	 	13,683,117.70	 	Amortizing
    Balloon	 	68,200.22
    	 	Actual/360	 	4.350%	 	0.0128%	 	11
	20	 	CIIICM	 	Ashley
    Place Apartments	 	5709
    Electra Lane	 	Charlotte	 	NC	 	28212	 	13,400,000.00	 	13,400,000.00	 	Interest-only,
    Amortizing Balloon	 	70,710.70
    	 	Actual/360	 	4.850%	 	0.0128%	 	5
	21	 	SG	 	Barclay
    Square	 	13847
    Walsingham Road	 	Largo	 	FL	 	33774	 	12,750,000.00	 	12,750,000.00	 	Interest-only,
    Balloon	 	46,232.92
    	 	Actual/360	 	4.280%	 	0.0128%	 	1
	22	 	RMF	 	Windsor
    Square	 	101-245
    Seven Oaks Drive North	 	Knoxville	 	TN	 	37922	 	12,100,000.00	 	12,100,000.00	 	Interest-only,
    Amortizing Balloon	 	63,630.87
    	 	Actual/360	 	4.820%	 	0.0128%	 	6
	23	 	SG	 	Holiday
    Inn - Lafayette	 	515
    South Street	 	Lafayette	 	IN	 	47901	 	12,000,000.00	 	12,000,000.00	 	Amortizing
    Balloon	 	63,986.59
    	 	Actual/360	 	4.941%	 	0.0628%	 	1
	24	 	WFB	 	260
    East Brown Street	 	260
    East Brown Street	 	Birmingham	 	MI	 	48009	 	11,500,000.00	 	11,500,000.00	 	Interest-only,
    Amortizing Balloon	 	60,267.02
    	 	Actual/360	 	4.790%	 	0.0603%	 	11
	25	 	SG	 	Hilton
    Garden Inn Oshkosh	 	1355
    West 20th Avenue	 	Oshkosh	 	WI	 	54902	 	11,180,000.00	 	11,180,000.00	 	Interest-only,
    Amortizing Balloon	 	56,382.01
    	 	Actual/360	 	4.460%	 	0.0128%	 	1
	26	 	LIG
    I	 	Louisville
    Apartments - Ashton Park	 	7600
    Beulah Church Road	 	Louisville	 	KY	 	40228	 	8,463,000.00	 	8,463,000.00	 	Interest-only,
    Amortizing Balloon	 	42,579.60
    	 	Actual/360	 	4.440%	 	0.0603%	 	1
	27	 	LIG
    I	 	Louisville
    Apartments - St. James	 	8035
    Aspen Glen Drive	 	Louisville	 	KY	 	40228	 	2,387,000.00	 	2,387,000.00	 	Interest-only,
    Amortizing Balloon	 	12,009.63
    	 	Actual/360	 	4.440%	 	0.0603%	 	1
	28	 	CIIICM	 	Bossier
    Corners	 	2001-2035
    Airline Drive; 2951-2955 E. Texas Street	 	Bossier
    City	 	LA	 	71111	 	10,725,000.00	 	10,725,000.00	 	Interest-only,
    Amortizing Balloon	 	54,917.03
    	 	Actual/360	 	4.590%	 	0.0128%	 	1
	29	 	CIIICM	 	Courtyard
    Marriott Philadelphia Bensalem	 	3280
    Tillman Drive	 	Bensalem	 	PA	 	19020	 	10,500,000.00	 	10,475,848.10	 	Amortizing
    Balloon	 	69,179.40
    	 	Actual/360	 	4.980%	 	0.0128%	 	1
	30	 	WFB	 	Security
    Public Storage - Richmond	 	801
    Madeline Road	 	Richmond	 	CA	 	94806	 	10,000,000.00	 	9,987,403.23	 	Amortizing
    Balloon	 	49,193.99
    	 	Actual/360	 	4.250%	 	0.0128%	 	1
	31	 	RMF	 	Princessa
    Plaza	 	18500-18580
    Via Princessa	 	Santa
    Clarita	 	CA	 	91387	 	9,700,000.00	 	9,700,000.00	 	Interest-only,
    Amortizing Balloon	 	52,487.46
    	 	Actual/360	 	5.070%	 	0.0128%	 	6
	32	 	SG	 	Manchester
    Run Shopping Center	 	1047
    & 1051 South Willow Street	 	Manchester	 	NH	 	03103	 	9,500,000.00	 	9,488,033.07	 	Amortizing
    Balloon	 	46,734.29
    	 	Actual/360	 	4.250%	 	0.0128%	 	1
	33	 	SG	 	Hilton
    Garden Inn Peachtree City	 	2010
    Commerce Drive North	 	Peachtree
    City	 	GA	 	30269	 	9,500,000.00	 	9,465,002.60	 	Amortizing
    Balloon	 	48,361.16
    	 	Actual/360	 	4.540%	 	0.0128%	 	1
	34.00	 	RMF	 	Reynolds
    MHC Portfolio 1	 	Various	 	Various	 	Various	 	Various	 	9,412,500.00	 	9,402,544.70	 	Amortizing
    Balloon	 	50,643.45
    	 	Actual/360	 	5.020%	 	0.0128%	 	6
	34.01	 	RMF	 	Lansing
    Park Terrace	 	3435
    West St. Joseph Street	 	Lansing	 	MI	 	48917	 	3,693,605.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34.02	 	RMF	 	Oakwood
    Meadows	 	100
    Avon Road	 	Sparta
    	 	WI	 	54656	 	1,894,156.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34.03	 	RMF	 	Cedar
    Know & Oak Creek Estates	 	5198
    Chaparral Road; 265 Andre Loop	 	Killeen;
    Salado	 	TX	 	76542;
    76571	 	1,486,185.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34.04	 	RMF	 	Valli
    Village	 	600
    South East Ewing Street	 	Grimes	 	IA	 	50111	 	1,216,631.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34.05	 	RMF	 	Evergreen
    Village MHC	 	146
    North Smith Street	 	Hesperia	 	MI	 	49421	 	1,121,923.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35	 	CIIICM	 	Infinite
    Self Storage Nora	 	8802
    Evergreen Avenue	 	Indianapolis	 	IN	 	46240	 	9,351,000.00	 	9,351,000.00	 	Interest-only,
    Amortizing Balloon	 	47,658.36
    	 	Actual/360	 	4.550%	 	0.0128%	 	1
	36	 	CIIICM	 	Beach
    MHP	 	38703
    North Sheridan Road	 	Beach
    Park	 	IL	 	60099	 	8,900,000.00	 	8,890,250.61	 	Amortizing
    Balloon	 	47,072.53
    	 	Actual/360	 	4.870%	 	0.0128%	 	1
	37	 	CIIICM	 	Northport
    Loop Office	 	45531
    East Northport Loop	 	Fremont	 	CA	 	94538	 	8,500,000.00	 	8,490,623.81	 	Amortizing
    Balloon	 	44,802.30
    	 	Actual/360	 	4.840%	 	0.0128%	 	5
	38	 	CIIICM	 	Burlington
    Coat Factory - Independence	 	11910
    East US Highway 40	 	Independence	 	MO	 	64055	 	8,250,000.00	 	8,210,828.48	 	Amortizing
    Balloon	 	45,474.24
    	 	Actual/360	 	4.620%	 	0.0128%	 	1
	39	 	RMF	 	Horizons
    Office Center	 	1401
    Forum Way 	 	West
    Palm Beach	 	FL	 	33401	 	7,950,000.00	 	7,950,000.00	 	Interest-only,
    Amortizing Balloon	 	41,903.33
    	 	Actual/360	 	4.840%	 	0.0128%	 	6
	40	 	WFB	 	Central
    Self Storage	 	95-1080
    Lehiwa Street	 	Mililani	 	HI	 	96789	 	7,860,000.00	 	7,860,000.00	 	Interest-only,
    Balloon	 	30,032.84
    	 	Actual/360	 	4.510%	 	0.0128%	 	11
	41	 	Basis
    	 	College
    Village	 	1153
    East Lexington Avenue	 	High
    Point	 	NC	 	27262	 	7,650,000.00	 	7,650,000.00	 	Interest-only,
    Amortizing Balloon	 	39,998.29
    	 	Actual/360	 	4.770%	 	0.0128%	 	1
	42	 	RMF	 	Kohl’s
    - Wadsworth	 	1119
    Williams Reserve Boulevard	 	Wadsworth
    	 	OH	 	44281	 	7,500,000.00	 	7,475,199.03	 	Amortizing
    Balloon	 	43,191.30
    	 	Actual/360	 	4.850%	 	0.0128%	 	6
	43	 	CIIICM	 	Comfort
    Inn & Suites Beachfront - Galveston	 	6302
    Seawall Boulevard	 	Galveston	 	TX	 	77551	 	7,200,000.00	 	7,192,527.62	 	Amortizing
    Balloon	 	39,092.38
    	 	Actual/360	 	5.100%	 	0.0128%	 	5
	44	 	RMF	 	Tides
    at Calabash	 	7112
    Town Center Road	 	Sunset
    Beach	 	NC	 	28468	 	6,850,000.00	 	6,850,000.00	 	Interest-only,
    Amortizing Balloon	 	35,650.31
    	 	Actual/360	 	4.730%	 	0.0128%	 	6
	45	 	Basis
    	 	8350
    & 8366 Westheimer	 	8350
    & 8366 Westheimer Road	 	Houston	 	TX	 	77063	 	6,750,000.00	 	6,750,000.00	 	Interest-only,
    Amortizing Balloon	 	35,008.05
    	 	Actual/360	 	4.700%	 	0.0128%	 	1
	46	 	CIIICM	 	Advantage
    Mini Storage	 	9402
    North Navarro Street	 	Victoria	 	TX	 	77904	 	6,600,000.00	 	6,600,000.00	 	Interest-only,
    Amortizing Balloon	 	34,190.44
    	 	Actual/360	 	4.690%	 	0.0128%	 	5
	47	 	CIIICM	 	Midtown
    Marketplace	 	1241
    & 1409 Frederick Boulevard	 	Portsmouth	 	VA	 	23707	 	6,400,000.00	 	6,400,000.00	 	Amortizing
    Balloon	 	32,656.42
    	 	Actual/360	 	4.560%	 	0.0128%	 	1
	48	 	CIIICM	 	Fresh
    Thyme Market	 	11481
    East 116th Street	 	Fishers	 	IN	 	46037	 	6,318,000.00	 	6,318,000.00	 	Interest-only,
    Amortizing Balloon	 	32,275.69
    	 	Actual/360	 	4.570%	 	0.0128%	 	5
	49	 	RMF	 	Holiday
    Inn Express Somerset	 	132
    Lewis Drive	 	Somerset	 	PA	 	15501	 	6,000,000.00	 	5,991,055.82	 	Amortizing
    Balloon	 	35,707.51
    	 	Actual/360	 	5.180%	 	0.0128%	 	6
	50	 	RMF	 	Best
    Western - La Grande	 	1711
    21st Street	 	La
    Grande	 	OR	 	97850	 	6,000,000.00	 	5,990,334.63	 	Amortizing
    Balloon	 	34,207.04
    	 	Actual/360	 	4.750%	 	0.0128%	 	6
	51	 	WFB	 	The
    Pines Apartments	 	238
    Southwest Gage Boulevard	 	Topeka	 	KS	 	66606	 	5,770,000.00	 	5,770,000.00	 	Interest-only,
    Amortizing Balloon	 	29,648.59
    	 	Actual/360	 	4.620%	 	0.0128%	 	11
	52	 	RMF	 	Courtyards
    at Valley View	 	13214
    St. Lawrence Circle	 	Farmers
    Branch	 	TX	 	75244	 	5,750,000.00	 	5,750,000.00	 	Interest-only,
    Amortizing Balloon	 	30,481.85
    	 	Actual/360	 	4.890%	 	0.0128%	 	6
	53	 	CIIICM	 	Best
    Western Plus South Bay	 	15000
    Hawthorne Boulevard	 	Lawndale	 	CA	 	90260	 	5,750,000.00	 	5,737,193.79	 	Amortizing
    Balloon	 	31,184.29
    	 	Actual/360	 	5.090%	 	0.0128%	 	5
	54.00	 	RMF	 	Reynolds
    MHC Portfolio 3	 	Various	 	Various	 	Various	 	Various	 	5,640,000.00	 	5,633,907.46	 	Amortizing
    Balloon	 	30,035.91
    	 	Actual/360	 	4.930%	 	0.0128%	 	6
	54.01	 	RMF	 	Riverside	 	4400
    Gibson Street	 	Muskogee	 	OK	 	74403	 	1,891,591.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54.02	 	RMF	 	Tuckaway
    MHC & Storage	 	212
    Anker Lane	 	Germantown
    Hills	 	IL	 	61548	 	1,724,686.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54.03	 	RMF	 	Camino
    Park	 	4200
    Robin Road	 	Eau
    Claire	 	WI	 	54703	 	1,057,065.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54.04	 	RMF	 	Prairie
    Place	 	3710
    Daffodil Drive	 	Bloomington	 	IL	 	61705	 	966,658.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55	 	LIG
    I	 	Fairfield
    Inn & Suites - Warner Robins	 	221
    Margie Drive	 	Warner
    Robins	 	GA	 	31088	 	5,525,000.00	 	5,500,758.70	 	Amortizing
    Balloon	 	33,928.33
    	 	Actual/360	 	5.500%	 	0.0603%	 	1
	56	 	CIIICM	 	Champion
    Hills	 	3725
    Champion Hills Drive	 	Memphis	 	TN	 	38125	 	5,460,000.00	 	5,460,000.00	 	Interest-only,
    Amortizing Balloon	 	28,580.76
    	 	Actual/360	 	4.780%	 	0.0128%	 	1
	57	 	SG	 	21
    West Shopping Center	 	520
    West 21st Street	 	Norfolk	 	VA	 	23517	 	5,050,000.00	 	5,044,249.89	 	Amortizing
    Balloon	 	26,197.28
    	 	Actual/360	 	4.702%	 	0.0128%	 	1
	58	 	RMF	 	Southcoast
    Beaches Center	 	207-299
    Atlantic Boulevard; 100-112 1st Street	 	Atlantic
    Beach; Neptune Beach	 	FL	 	32233;
    32266	 	5,000,000.00	 	5,000,000.00	 	Interest-only,
    Balloon	 	18,300.00
    	 	Actual/360	 	4.320%	 	0.0128%	 	6
	59	 	CIIICM	 	La
    Quinta Inn & Suites Smyrna	 	2537
    Highwood Boulevard	 	Smyrna	 	TN	 	37167	 	5,000,000.00	 	5,000,000.00	 	Amortizing
    Balloon	 	28,419.66
    	 	Actual/360	 	4.720%	 	0.0128%	 	1
	60	 	WFB	 	14
    Mile & Middlebelt	 	29275-29315
    West 14 Mile Road; 32902-32990 Middlebelt Road	 	Farmington
    Hills	 	MI	 	48334	 	4,900,000.00	 	4,888,001.74	 	Amortizing
    Balloon	 	25,207.50
    	 	Actual/360	 	4.630%	 	0.0128%	 	11
	61	 	RMF	 	Gulfport
    Plaza	 	9350
    US Highway 49	 	Gulfport	 	MS	 	39503	 	4,867,500.00	 	4,867,500.00	 	Interest-only,
    Amortizing Balloon	 	25,655.90
    	 	Actual/360	 	4.840%	 	0.0128%	 	6
	62	 	CIIICM	 	Infinite
    Self Storage New Lenox	 	21827
    South Schoolhouse Road	 	New
    Lenox	 	IL	 	60451	 	4,785,000.00	 	4,785,000.00	 	Interest-only,
    Amortizing Balloon	 	24,387.26
    	 	Actual/360	 	4.550%	 	0.0128%	 	1
	63	 	RMF	 	Hampton
    Inn & Suites - Cape Coral	 	619
    Southeast 47th Terrace	 	Cape
    Coral	 	FL	 	33904	 	4,600,000.00	 	4,600,000.00	 	Interest-only,
    Amortizing Balloon	 	26,677.17
    	 	Actual/360	 	4.920%	 	0.0128%	 	6
	64	 	CIIICM	 	AA
    Climate Control Self Storage	 	9040
    Highway 105	 	Beaumont	 	TX	 	77713	 	4,500,000.00	 	4,500,000.00
    	 	Interest-only,
    Amortizing Balloon	 	23,365.76
    	 	Actual/360	 	4.710%	 	0.0128%	 	5
	65	 	CIIICM	 	Avalon
    MHC	 	387
    Webster Road	 	Auburn	 	AL	 	36832	 	4,500,000.00	 	4,484,239.26
    	 	Amortizing
    Balloon	 	23,555.57
    	 	Actual/360	 	4.780%	 	0.0128%	 	1
	66	 	WFB	 	Harris
    Teeter - Darnestown, MD	 	14101
    Darnestown Road	 	Darnestown	 	MD	 	20874	 	4,500,000.00	 	4,477,877.00
    	 	Amortizing
    Balloon	 	28,957.32
    	 	Actual/360	 	4.700%	 	0.0128%	 	11
	67	 	WFB	 	Park
    West Self Storage	 	10012
    Trinity Parkway	 	Stockton	 	CA	 	95219	 	4,400,000.00	 	4,400,000.00
    	 	Interest-only,
    Balloon	 	17,110.50
    	 	Actual/360	 	4.590%	 	0.0128%	 	11
	68	 	CIIICM	 	Infinite
    Self Storage Plainfield	 	2179
    Metropolis Parkway	 	Plainfield	 	IN	 	46168	 	4,360,000.00	 	4,360,000.00
    	 	Interest-only,
    Amortizing Balloon	 	22,221.20
    	 	Actual/360	 	4.550%	 	0.0128%	 	1
	69.00	 	CIIICM	 	Silverstone
    & Key Estates MHP	 	Various	 	Various	 	OH	 	Various	 	4,325,000.00	 	4,318,338.01
    	 	Amortizing
    Balloon	 	25,283.52
    	 	Actual/360	 	5.000%	 	0.0128%	 	1
	69.01	 	CIIICM	 	Silverstone
    MHP	 	735
    Eastlake Drive	 	Ashland	 	OH	 	44805	 	2,900,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	69.02	 	CIIICM	 	Key
    Estates MHP	 	230
    Wittlesey Avenue	 	Norwalk	 	OH	 	44857	 	1,425,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	70	 	SG	 	Redan
    Village	 	3829
    Redan Rd. and 1 Carteret Place	 	Decatur	 	GA	 	30032	 	4,260,000.00	 	4,244,175.10
    	 	Amortizing
    Balloon	 	21,584.79
    	 	Actual/360	 	4.500%	 	0.0128%	 	1
	71	 	SG	 	Valleyfield
    Apartments	 	5421
    & 5437 Covington Highway	 	Decatur	 	GA	 	30035	 	4,110,000.00	 	4,094,732.29
    	 	Amortizing
    Balloon	 	20,824.77
    	 	Actual/360	 	4.500%	 	0.0128%	 	1
	72	 	RMF	 	Big
    Ben Self Storage	 	528
    Dover Road	 	Clarksville	 	TN	 	37042	 	3,900,000.00	 	3,900,000.00
    	 	Interest-only,
    Amortizing Balloon	 	20,579.98
    	 	Actual/360	 	4.850%	 	0.0128%	 	6
	73	 	CIIICM	 	Royal
    Lane Office	 	5005
    West Royal Lane	 	Irving	 	TX	 	75063	 	3,900,000.00	 	3,895,597.75
    	 	Amortizing
    Balloon	 	20,320.75
    	 	Actual/360	 	4.740%	 	0.0128%	 	5
	74	 	CIIICM	 	Infinite
    Self Storage Greenfield	 	1794
    Fields Boulevard	 	Greenfield	 	IN	 	46140	 	3,895,000.00	 	3,895,000.00
    	 	Interest-only,
    Amortizing Balloon	 	19,851.28
    	 	Actual/360	 	4.550%	 	0.0128%	 	1
	75	 	RMF	 	Walgreens
    - Franklin	 	9527
    South 27th Street	 	Franklin	 	WI	 	53132	 	3,600,000.00	 	3,595,747.67
    	 	Amortizing
    Balloon	 	18,326.33
    	 	Actual/360	 	4.540%	 	0.0128%	 	6
	76.00	 	CIIICM	 	A-Safe
    Mini Storage Portfolio	 	Various	 	Various	 	LA	 	71360	 	3,550,000.00	 	3,550,000.00
    	 	Interest-only,
    Amortizing Balloon	 	18,625.62
    	 	Actual/360	 	4.800%	 	0.0128%	 	1
	76.01	 	CIIICM	 	A-Safe
    Mini Storage Pineville	 	2549
    Monroe Highway	 	Pineville	 	LA	 	71360	 	1,900,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	76.02	 	CIIICM	 	A-Safe
    Mini Storage Ball	 	4905
    Monroe Highway	 	Ball	 	LA	 	71360	 	1,650,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	77	 	WFB	 	City
    Center Retail - Lansing	 	200-240
    M.A.C.; 301 East Grand River Avenue	 	East
    Lansing	 	MI	 	48823	 	3,500,000.00	 	3,491,636.81
    	 	Amortizing
    Balloon	 	18,257.66
    	 	Actual/360	 	4.750%	 	0.0128%	 	11
	78	 	CIIICM	 	Parkway
    Pointe	 	3425-3427
    Freedom Drive	 	Springfield	 	IL	 	62704	 	3,450,000.00	 	3,450,000.00
    	 	Interest-only,
    Amortizing Balloon	 	17,665.62
    	 	Actual/360	 	4.590%	 	0.0128%	 	5
	79	 	CIIICM	 	Infinite
    Self Storage LaPorte	 	1310
    West 18th Street	 	LaPorte	 	IN	 	46350	 	3,360,000.00	 	3,360,000.00
    	 	Interest-only,
    Amortizing Balloon	 	17,124.59
    	 	Actual/360	 	4.550%	 	0.0128%	 	1
	80	 	Basis
    	 	DaVita
    Dialysis (Lakewood, CO)	 	1750
    Pierce Street	 	Lakewood	 	CO	 	80214	 	3,270,000.00	 	3,270,000.00
    	 	Amortizing
    Balloon	 	17,176.33
    	 	Actual/360	 	4.810%	 	0.0128%	 	1
	81	 	CIIICM	 	Getzville
    Plaza	 	2305-2361
    Millersport Highway	 	Getzville	 	NY	 	14068	 	3,267,000.00	 	3,267,000.00
    	 	Interest-only,
    Amortizing Balloon	 	17,498.05
    	 	Actual/360	 	4.980%	 	0.0128%	 	1
	82.00	 	CIIICM	 	Riviera
    Estates & Elm Grove MHP	 	Various	 	Various	 	ID	 	Various	 	3,150,000.00	 	3,139,154.03
    	 	Amortizing
    Balloon	 	16,641.39
    	 	Actual/360	 	4.860%	 	0.0128%	 	5
	82.01	 	CIIICM	 	Elm
    Grove MHP	 	405
    East Fairview Avenue	 	Meridian	 	ID	 	83642	 	1,850,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	82.02	 	CIIICM	 	Riviera
    Estates MHP	 	1200
    South Artesian Road	 	Eagle	 	ID	 	83616	 	1,300,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	83	 	WFB	 	CVS
    - Montgomery, AL	 	3190
    Zelda Road	 	Montgomery	 	AL	 	36106	 	3,091,000.00	 	3,083,629.20
    	 	Amortizing
    Balloon	 	16,142.76
    	 	Actual/360	 	4.760%	 	0.0128%	 	11
	84	 	CIIICM	 	US
    23 Self Storage	 	5450
    Columbus Pike	 	Lewis
    Center	 	OH	 	43035	 	3,015,000.00	 	3,015,000.00
    	 	Amortizing
    Balloon	 	15,818.66
    	 	Actual/360	 	4.800%	 	0.0128%	 	1
	85	 	CIIICM	 	Idaho
    Self Storage	 	10908
    West Fairview Avenue	 	Boise	 	ID	 	83713	 	3,000,000.00	 	3,000,000.00
    	 	Interest-only,
    Amortizing Balloon	 	15,577.17
    	 	Actual/360	 	4.710%	 	0.0128%	 	1
	86	 	WFB	 	WAG
    - Staten Island	 	758
    Arthur Kill Road	 	Staten
    Island	 	NY	 	10312	 	2,800,000.00	 	2,800,000.00
    	 	Interest-only,
    Balloon	 	10,556.39
    	 	Actual/360	 	4.450%	 	0.0128%	 	11
	87	 	WFB	 	CVS
    - Douglas, GA	 	912
    West Ward Street	 	Douglas	 	GA	 	31533	 	2,600,000.00	 	2,593,723.59
    	 	Amortizing
    Balloon	 	13,484.58
    	 	Actual/360	 	4.700%	 	0.0128%	 	11
	88	 	CIIICM	 	Valley
    Palms MHC	 	25
    South 102nd Street	 	Mesa	 	AZ	 	85205	 	2,475,000.00	 	2,475,000.00
    	 	Interest-only,
    Amortizing Balloon	 	13,135.49
    	 	Actual/360	 	4.900%	 	0.0128%	 	1
	89	 	CIIICM	 	Summerhaven
    MHP	 	650
    Summerhaven	 	Forney	 	TX	 	75126	 	2,362,500.00	 	2,362,500.00
    	 	Amortizing
    Balloon	 	12,610.32
    	 	Actual/360	 	4.950%	 	0.0128%	 	1
	90	 	RMF	 	Benbrook
    Commons	 	8905
    Benbrook Boulevard	 	Benbrook	 	TX	 	76126	 	2,362,500.00	 	2,357,412.54
    	 	Amortizing
    Balloon	 	13,045.81
    	 	Actual/360	 	5.250%	 	0.0128%	 	6
	91	 	WFB	 	Bell
    Plaza	 	4209-4255
    West Bell Road	 	Phoenix	 	AZ	 	85053	 	2,300,000.00	 	2,297,165.75
    	 	Amortizing
    Balloon	 	11,449.67
    	 	Actual/360	 	4.350%	 	0.0803%	 	11
	92	 	SG	 	Shadow
    Trace	 	997
    North Hairston Road	 	Stone
    Mountain	 	GA	 	30083	 	2,150,000.00	 	2,142,161.88
    	 	Amortizing
    Balloon	 	11,009.01
    	 	Actual/360	 	4.590%	 	0.0128%	 	1
	93	 	CIIICM	 	James
    Plaza	 	20801
    Hall Road	 	Macomb	 	MI	 	48042	 	2,000,000.00	 	1,995,191.65
    	 	Amortizing
    Balloon	 	10,396.81
    	 	Actual/360	 	4.720%	 	0.0128%	 	5
	94	 	Basis
    	 	Scioto
    Apartments	 	3274
    Mapleway Lane	 	Columbus	 	OH	 	43204	 	1,900,000.00	 	1,898,028.12
    	 	Amortizing
    Balloon	 	10,316.05
    	 	Actual/360	 	5.100%	 	0.0128%	 	1
	95	 	CIIICM	 	Cahaba
    Mobile Home Estates	 	103
    Madison Drive	 	Trussville	 	AL	 	35173	 	1,875,000.00	 	1,871,374.55
    	 	Amortizing
    Balloon	 	10,941.99
    	 	Actual/360	 	5.750%	 	0.0128%	 	1
	96	 	CIIICM	 	Infinite
    Self Storage South Chicago	 	434
    East Sauk Trail	 	South
    Chicago Heights	 	IL	 	60411	 	1,721,000.00	 	1,721,000.00
    	 	Interest-only,
    Amortizing Balloon	 	8,771.26
    	 	Actual/360	 	4.550%	 	0.0128%	 	1
	97	 	CIIICM	 	Oaks
    MHC	 	3240
    South Getty Street	 	Norton
    Shores	 	MI	 	49444	 	1,560,000.00	 	1,560,000.00
    	 	Amortizing
    Balloon	 	8,355.36
    	 	Actual/360	 	4.980%	 	0.0128%	 	1
	98	 	Basis
    	 	Ivywood
    Apartments	 	1550
    Clough Street	 	Bowling
    Green	 	OH	 	43402	 	1,450,000.00	 	1,448,502.29
    	 	Amortizing
    Balloon	 	7,890.60
    	 	Actual/360	 	5.120%	 	0.0128%	 	1
	99	 	CIIICM	 	Lake
    Bambi MHP	 	6105
    Land O’Lakes Boulevard	 	Land
    O’Lakes	 	FL	 	34638	 	1,365,000.00	 	1,362,029.36
    	 	Amortizing
    Balloon	 	7,495.36
    	 	Actual/360	 	5.200%	 	0.0128%	 	5
	100	 	CIIICM	 	Little
    Street Village MHP	 	247
    Marmandie Road	 	River
    Ridge	 	LA	 	70123	 	1,350,000.00	 	1,350,000.00
    	 	Amortizing
    Balloon	 	7,891.97
    	 	Actual/360	 	5.000%	 	0.0128%	 	1
	101	 	CIIICM	 	Westgate
    Park MHC	 	2511
    and 2565 Southwest 4th Avenue	 	Ontario	 	OR	 	97914	 	1,300,000.00	 	1,298,602.24
    	 	Amortizing
    Balloon	 	6,939.01
    	 	Actual/360	 	4.950%	 	0.0128%	 	5
	102	 	Basis
    	 	Newberry
    Woods Apartments	 	23972
    Newberry Drive	 	Clinton
    Township	 	MI	 	48035	 	1,200,000.00	 	1,198,703.71
    	 	Amortizing
    Balloon	 	6,390.62
    	 	Actual/360	 	4.930%	 	0.0128%	 	1


 






     


     


    




 





	Wells Fargo Commercial Mortgage Trust 2015-C31	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Stated
    Maturity Date or Anticipated Repayment Date	 	Original
    Term to Maturity or ARD (Mos.)	 	Remaining
    Term to Maturity or ARD (Mos.)	 	Amortization
    Term (Original) (Mos.)	 	Amortization
    Term (Remaining) (Mos.)	 	Cross
    Collateralized and Cross Defaulted Loan Flag	 	Prepayment
    Provisions	 	Ownership
    Interest	 	Grace
    Period Late (Days)	 	Secured
    by LOC (Y/N)	 	LOC
    Amount	 	Borrower
    Name	 	Master
    Servicing 

    Fee Rate
	1	 	WFB	 	745
    Atlantic Avenue	 	8/11/2025	 	120	 	117	 	IO	 	IO	 	NAP	 	L(27),D(88),O(5)	 	Fee	 	5	 	N	 	NAP	 	OPG
    745 Atlantic Owner (DE) LLC	 	0.0050%
	2	 	RMF	 	Sheraton
    Lincoln Harbor Hotel	 	10/6/2025	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	N	 	NAP	 	River-PW
    Hotel Limited Partnership	 	0.0025%
	3	 	WFB	 	CityPlace
    I	 	9/11/2025	 	120	 	118	 	IO	 	IO	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	5	 	N	 	NAP	 	RP
    Asylum, LLC	 	0.0025%
	4	 	SG	 	Courtyard
    Marriott - Tacoma	 	11/01/2025	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(89),O(7)	 	Fee	 	5	 	N	 	NAP	 	Tacoma
    Hospitality DE LLC	 	0.0050%
	5	 	WFB	 	11
    Madison Avenue	 	9/6/2025	 	120	 	118	 	IO	 	IO	 	NAP	 	L(26),D(87),O(7)	 	Fee	 	0	 	N	 	NAP	 	11
    Madison Avenue Owner LLC; 11 Madison Avenue Owner 2 LLC; 11 Madison Avenue Owner 3 LLC; 11 Madison Avenue Owner 4 LLC; 11
    Madison Avenue Owner 5 LLC; 11 Madison Avenue Owner 6 LLC; 11 Madison Eat Lender LLC	 	0.0025%
	6	 	WFB	 	Hampton
    Inn & Suites - Jacksonville Beach	 	7/11/2025	 	120	 	116	 	360	 	360	 	NAP	 	L(28),D(88),O(4)	 	Fee	 	5	 	N	 	NAP	 	Pios
    Grande Jacksonville Resort LLC	 	0.0250%
	7	 	SG	 	Patrick
    Henry Mall	 	07/05/2025	 	120	 	116	 	360	 	356	 	NAP	 	L(28),D(88),O(4)	 	Fee	 	0	 	N	 	NAP	 	PR
    Patrick Henry LLC	 	0.0025%
	8	 	WFB	 	Philadelphia
    Design & Distribution Center	 	10/11/2025	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	N	 	NAP	 	IMD
    Forty Seven Hundred LLC; Forty Seven Hundred LP	 	0.0050%
	9.00	 	Basis
    	 	Warren
    Industrial Center	 	11/01/2025	 	120	 	120	 	360	 	360	 	NAP	 	L(6),GRTR
    2% or YM (112),O(2)	 	Fee	 	5	 	N	 	NAP	 	Warren
    Industrial Investors LLC	 	0.0050%
	9.01	 	Basis
    	 	27485
    George Merrelli	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.02	 	Basis
    	 	27767
    George Merrelli	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.03	 	Basis
    	 	7111
    East 11 Mile Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	RMF	 	Brooks
    Landing Apartments	 	10/6/2025	 	120	 	119	 	IO	 	IO	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	N	 	NAP	 	Brooks
    Landing California Partners, LLC	 	0.0050%
	11	 	LIG
    I	 	Palouse
    Mall	 	11/1/2025	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(92),O(4)	 	Leasehold	 	5	 	N	 	NAP	 	Palouse
    Mall LLC	 	0.0525%
	12	 	Basis
    	 	Silver
    Rock Apartments	 	09/01/2025	 	120	 	118	 	360	 	360	 	NAP	 	L(26),D(91),O(3)	 	Fee	 	5	 	N	 	NAP	 	SA
    Silver Rock Partners, LLC	 	0.0050%
	13.00	 	Basis
    	 	Ross
    Portfolio	 	11/01/2025	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(93),O(3)	 	Fee	 	5	 	N	 	NAP	 	Wadsworth
    Realty, LLC and San Sevaine Realty, LLC	 	0.0050%
	13.01	 	Basis
    	 	Kohl’s
    - Lakewood, CO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.02	 	Basis
    	 	Ronpak	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14	 	WFB	 	Lawton
    Town Center	 	10/11/2025	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	N	 	NAP	 	LTC
    Retail LLC	 	0.0050%
	15	 	WFB	 	Zephyr
    Commons	 	9/11/2025	 	120	 	118	 	360	 	360	 	NAP	 	L(26),D(87),O(7)	 	Fee	 	5	 	N	 	NAP	 	SF
    Zephyr Commons LP	 	0.0050%
	16	 	RMF	 	Ole
    London Towne Apartments	 	10/6/2025	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	N	 	NAP	 	Ole
    London Towne LLC	 	0.0050%
	17	 	WFB	 	Covington
    Plaza	 	10/11/2025	 	120	 	119	 	360	 	360	 	NAP	 	L(24),GRTR
    1% or YM(92),O(4)	 	Fee	 	5	 	N	 	NAP	 	Covington
    Ventures LLC	 	0.0325%
	18.00	 	LIG
    I	 	Bernstein
    Portfolio	 	11/1/2025	 	120	 	120	 	300	 	300	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	5	 	N	 	NAP	 	Corporate
    Campus Investors, LLC; Windward Campus Owner, LLC; 5900 NW 183rd Street, LLC	 	0.0525%
	18.01	 	LIG
    I	 	Oxford
    Lake Business Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.02	 	LIG
    I	 	400
    North Business Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.03	 	LIG
    I	 	Corporate
    Campus at Meadows	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.04	 	LIG
    I	 	Miami
    Gardens	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19	 	WFB	 	Mountain
    Valley Center	 	10/11/2025	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(90),O(5)	 	Fee	 	5	 	N	 	NAP	 	Mountain
    Valley Center LLC	 	0.0050%
	20	 	CIIICM	 	Ashley
    Place Apartments	 	10/5/2025	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(92),O(3)	 	Fee	 	0	 	N	 	NAP	 	Sterling
    Properties Investment Group, LLC 	 	0.0050%
	21	 	SG	 	Barclay
    Square	 	09/01/2025	 	120	 	118	 	IO	 	IO	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	0	 	N	 	NAP	 	Barclay
    Square Owner LLC	 	0.0050%
	22	 	RMF	 	Windsor
    Square	 	10/6/2025	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	N	 	NAP	 	Windsor
    15, LLC	 	0.0050%
	23	 	SG	 	Holiday
    Inn - Lafayette	 	11/01/2025	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(91),O(5)	 	Leasehold	 	5	 	N	 	NAP	 	Pandey
    Hotel Lafayette, LLC	 	0.0550%
	24	 	WFB	 	260
    East Brown Street	 	10/11/2025	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	N	 	NAP	 	260
    East Brown Street Associates LLC	 	0.0525%
	25	 	SG	 	Hilton
    Garden Inn Oshkosh	 	08/01/2025	 	120	 	117	 	360	 	360	 	NAP	 	L(27),D(86),O(7)	 	Leasehold	 	5	 	N	 	NAP	 	Beechwood
    Plaza Hotel of Oshkosh, LLC	 	0.0050%
	26	 	LIG
    I	 	Louisville
    Apartments - Ashton Park	 	8/1/2025	 	120	 	117	 	360	 	360	 	Louisville
    Apartments	 	L(27),D(89),O(4)	 	Fee	 	5	 	N	 	NAP	 	Ashton
    Park Townhomes, LLC; HIH Enterprises, LLC; JMEEK, LLC	 	0.0525%
	27	 	LIG
    I	 	Louisville
    Apartments - St. James	 	8/1/2025	 	120	 	117	 	360	 	360	 	Louisville
    Apartments	 	L(27),D(89),O(4)	 	Fee	 	5	 	N	 	NAP	 	Ashton
    Park Townhomes, LLC; HIH Enterprises, LLC; JMEEK, LLC	 	0.0525%
	28	 	CIIICM	 	Bossier
    Corners	 	8/1/2025	 	120	 	117	 	360	 	360	 	NAP	 	L(27),D(90),O(3)	 	Fee	 	0	 	N	 	NAP	 	AAM-2001
    Airline Drive, LLC	 	0.0050%
	29	 	CIIICM	 	Courtyard
    Marriott Philadelphia Bensalem	 	10/1/2025	 	120	 	119	 	240	 	239	 	NAP	 	L(25),D(92),O(3)	 	Fee	 	0	 	N	 	NAP	 	AVA
    Realty Bensalem, LLC	 	0.0050%
	30	 	WFB	 	Security
    Public Storage - Richmond	 	10/1/2025	 	120	 	119	 	360	 	359	 	NAP	 	L(25),GRTR
    1% or YM or D(88),O(7)	 	Fee	 	5	 	N	 	NAP	 	Security
    Public Storage - Richmond LLC	 	0.0050%
	31	 	RMF	 	Princessa
    Plaza	 	10/6/2025	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	N	 	NAP	 	Princessa
    Plaza, LLC	 	0.0050%
	32	 	SG	 	Manchester
    Run Shopping Center	 	10/01/2025	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	N	 	NAP	 	Centerco
    Manchester LLC	 	0.0050%
	33	 	SG	 	Hilton
    Garden Inn Peachtree City	 	08/01/2025	 	120	 	117	 	360	 	357	 	NAP	 	L(27),D(89),O(4)	 	Fee	 	0	 	N	 	NAP	 	Apsilon
    Management - Peachtree City, LLC	 	0.0050%
	34.00	 	RMF	 	Reynolds
    MHC Portfolio 1	 	10/6/2025	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	N	 	NAP	 	Grimes
    MHP, LLC; Sparta MHP, LLC; Lansing MHP, LLC; Hesperia MHP, LLC; Killeen MHP 2, LLC	 	0.0050%
	34.01	 	RMF	 	Lansing
    Park Terrace	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34.02	 	RMF	 	Oakwood
    Meadows	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34.03	 	RMF	 	Cedar
    Know & Oak Creek Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34.04	 	RMF	 	Valli
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34.05	 	RMF	 	Evergreen
    Village MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35	 	CIIICM	 	Infinite
    Self Storage Nora	 	11/1/2025	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	N	 	NAP	 	Nora
    Self-Storage, LLC	 	0.0050%
	36	 	CIIICM	 	Beach
    MHP	 	10/1/2025	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(92),O(3)	 	Fee	 	0	 	N	 	NAP	 	Beach
    Park Property LLC	 	0.0050%
	37	 	CIIICM	 	Northport
    Loop Office	 	10/5/2025	 	120	 	119	 	360	 	359	 	NAP	 	L(25),GRTR
    1% or YM(91),O(4)	 	Fee	 	0	 	N	 	NAP	 	Northport
    Loop LLC	 	0.0050%
	38	 	CIIICM	 	Burlington
    Coat Factory - Independence	 	8/1/2025	 	120	 	117	 	312	 	309	 	NAP	 	L(27),D(90),O(3)	 	Fee	 	0	 	N	 	NAP	 	Burlington
    East, LLC	 	0.0050%
	39	 	RMF	 	Horizons
    Office Center	 	10/6/2025	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	N	 	NAP	 	AW
    Horizons, LLC	 	0.0050%
	40	 	WFB	 	Central
    Self Storage	 	10/11/2025	 	120	 	119	 	IO	 	IO	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	N	 	NAP	 	PG
    Cactus Mililani I LLC	 	0.0050%
	41	 	Basis
    	 	College
    Village	 	11/01/2025	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(94),O(2)	 	Fee	 	5	 	N	 	NAP	 	8
    BBR College Village, LLC	 	0.0050%
	42	 	RMF	 	Kohl’s
    - Wadsworth	 	9/6/2025	 	120	 	118	 	300	 	298	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	0	 	N	 	NAP	 	L.A.
    Wadsworth LLC	 	0.0050%
	43	 	CIIICM	 	Comfort
    Inn & Suites Beachfront - Galveston	 	10/5/2025	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(92),O(3)	 	Fee	 	0	 	N	 	NAP	 	Neel
    Shah Hospitality, Inc.	 	0.0050%
	44	 	RMF	 	Tides
    at Calabash	 	9/6/2020	 	60	 	58	 	360	 	360	 	NAP	 	L(26),D(27),O(7)	 	Fee	 	0	 	N	 	NAP	 	HPI
    Tides LLC	 	0.0050%
	45	 	Basis
    	 	8350
    & 8366 Westheimer	 	11/01/2025	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	5	 	N	 	NAP	 	8350
    Westheimer, LLC	 	0.0050%
	46	 	CIIICM	 	Advantage
    Mini Storage	 	8/5/2025	 	120	 	117	 	360	 	360	 	NAP	 	L(27),D(90),O(3)	 	Fee	 	0	 	N	 	NAP	 	Advantage
    Ministorage, LTD.	 	0.0050%
	47	 	CIIICM	 	Midtown
    Marketplace	 	11/1/2025	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(90),O(6)	 	Fee	 	0	 	N	 	NAP	 	Midtown
    Marketplace 2, LLC	 	0.0050%
	48	 	CIIICM	 	Fresh
    Thyme Market	 	8/5/2025	 	120	 	117	 	360	 	360	 	NAP	 	L(27),D(90),O(3)	 	Fee	 	0	 	N	 	NAP	 	FTFM
    Fishers AMB, LLC; FTFM Fishers LR, LLC	 	0.0050%
	49	 	RMF	 	Holiday
    Inn Express Somerset	 	10/6/2025	 	120	 	119	 	300	 	299	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	N	 	NAP	 	H
    K Realty, LLC	 	0.0050%
	50	 	RMF	 	Best
    Western - La Grande	 	10/6/2025	 	120	 	119	 	300	 	299	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	N	 	NAP	 	BGI-RILG,
    Inc.	 	0.0050%
	51	 	WFB	 	The
    Pines Apartments	 	10/11/2025	 	120	 	119	 	360	 	360	 	NAP	 	L(25),GRTR
    1% or YM(91),O(4)	 	Fee	 	5	 	N	 	NAP	 	MG
    Ventures No. 7, L.L.C.	 	0.0050%
	52	 	RMF	 	Courtyards
    at Valley View	 	9/6/2025	 	120	 	118	 	360	 	360	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	0	 	N	 	NAP	 	Quebec
    House, LP	 	0.0050%
	53	 	CIIICM	 	Best
    Western Plus South Bay	 	9/5/2025	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(91),O(3)	 	Fee	 	0	 	N	 	NAP	 	XJ
    Grand Hotel LLC	 	0.0050%
	54.00	 	RMF	 	Reynolds
    MHC Portfolio 3	 	10/6/2025	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	N	 	NAP	 	Camino
    EC MHP, LLC; Tuckaway Peoria, LLC; Bloomington MHP, LLC; Riverside Associates, LLC	 	0.0050%
	54.01	 	RMF	 	Riverside	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54.02	 	RMF	 	Tuckaway
    MHC & Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54.03	 	RMF	 	Camino
    Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54.04	 	RMF	 	Prairie
    Place	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55	 	LIG
    I	 	Fairfield
    Inn & Suites - Warner Robins	 	8/1/2025	 	120	 	117	 	300	 	297	 	NAP	 	L(27),D(89),O(4)	 	Fee	 	5	 	N	 	NAP	 	Margie
    Hotel Group, LLC	 	0.0525%
	56	 	CIIICM	 	Champion
    Hills	 	11/1/2025	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(93),O(3)	 	Fee	 	0	 	N	 	NAP	 	Champion
    Hills Realty Holdings, LLC	 	0.0050%
	57	 	SG	 	21
    West Shopping Center	 	10/01/2025	 	120	 	119	 	360	 	359	 	NAP	 	L(25),GRTR
    1% or YM(91),O(4)	 	Fee	 	0	 	N	 	NAP	 	21
    West, LLC	 	0.0050%
	58	 	RMF	 	Southcoast
    Beaches Center	 	10/6/2025	 	120	 	119	 	IO	 	IO	 	NAP	 	L(23),GRTR
    1% or YM(93),O(4)	 	Fee	 	0	 	N	 	NAP	 	Southcoast
    Capital Partnership, Ltd.	 	0.0050%
	59	 	CIIICM	 	La
    Quinta Inn & Suites Smyrna	 	11/1/2025	 	120	 	120	 	300	 	300	 	NAP	 	L(24),D(93),O(3)	 	Fee	 	0	 	N	 	NAP	 	Summit
    Hospitality Smyrna, LLC	 	0.0050%
	60	 	WFB	 	14
    Mile & Middlebelt	 	9/11/2025	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	5	 	N	 	NAP	 	14
    & Middlebelt Investors, LLC	 	0.0050%
	61	 	RMF	 	Gulfport
    Plaza	 	9/6/2025	 	120	 	118	 	360	 	360	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	0	 	N	 	NAP	 	9350
    HWY 49, LLC	 	0.0050%
	62	 	CIIICM	 	Infinite
    Self Storage New Lenox	 	11/1/2025	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	N	 	NAP	 	Infinite
    Self-Storage of New Lenox, LLC	 	0.0050%
	63	 	RMF	 	Hampton
    Inn & Suites - Cape Coral	 	10/6/2025	 	120	 	119	 	300	 	300	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	N	 	NAP	 	Liberty
    Coral Investments LLC	 	0.0050%
	64	 	CIIICM	 	AA
    Climate Control Self Storage	 	11/5/2025	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(93),O(3)	 	Fee	 	0	 	N	 	NAP	 	AA
    Beaumont Storage, LTD.	 	0.0050%
	65	 	CIIICM	 	Avalon
    MHC	 	8/1/2025	 	120	 	117	 	360	 	357	 	NAP	 	L(27),D(90),O(3)	 	Fee	 	0	 	N	 	NAP	 	Avalon
    Park Associates, LP	 	0.0050%
	66	 	WFB	 	Harris
    Teeter - Darnestown, MD	 	9/11/2026	 	132	 	130	 	240	 	238	 	NAP	 	L(26),D(102),O(4)	 	Fee	 	5	 	N	 	NAP	 	Harris
    Darnestown LLC	 	0.0050%
	67	 	WFB	 	Park
    West Self Storage	 	10/11/2025	 	120	 	119	 	IO	 	IO	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	N	 	NAP	 	Spanos
    Park Self Storage, LLC	 	0.0050%
	68	 	CIIICM	 	Infinite
    Self Storage Plainfield	 	11/1/2025	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	N	 	NAP	 	Metropolis
    Parkway Self-Storage, LLC	 	0.0050%
	69.00	 	CIIICM	 	Silverstone
    & Key Estates MHP	 	10/1/2025	 	120	 	119	 	300	 	299	 	NAP	 	L(25),D(92),O(3)	 	Fee	 	0	 	N	 	NAP	 	Silverstone
    Properties Reorganization, LLC; Norwalk-Key Properties Reorganization, Ltd.	 	0.0050%
	69.01	 	CIIICM	 	Silverstone
    MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	69.02	 	CIIICM	 	Key
    Estates MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	70	 	SG	 	Redan
    Village	 	08/01/2025	 	120	 	117	 	360	 	357	 	NAP	 	L(27),GRTR
    1% or YM(89),O(4)	 	Fee	 	5	 	N	 	NAP	 	Redan
    Village Partners, LLC	 	0.0050%
	71	 	SG	 	Valleyfield
    Apartments	 	08/01/2025	 	120	 	117	 	360	 	357	 	NAP	 	L(27),GRTR
    1% or YM(89),O(4)	 	Fee	 	5	 	N	 	NAP	 	Valleyfield
    Partners, LLC	 	0.0050%
	72	 	RMF	 	Big
    Ben Self Storage	 	9/6/2025	 	120	 	118	 	360	 	360	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	0	 	N	 	NAP	 	Storage
    Pros Clarksville LLC	 	0.0050%
	73	 	CIIICM	 	Royal
    Lane Office	 	10/5/2025	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(92),O(3)	 	Fee	 	0	 	N	 	NAP	 	VP
    Royal Lane LLC	 	0.0050%
	74	 	CIIICM	 	Infinite
    Self Storage Greenfield	 	11/1/2025	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	N	 	NAP	 	Greenfield
    Self Storage, LLC; Greenfield Self Storage II, LLC	 	0.0050%
	75	 	RMF	 	Walgreens
    - Franklin	 	10/6/2025	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	N	 	NAP	 	Stkali
    Holdings LLC; Talos LLC; Bindu LLC	 	0.0050%
	76.00	 	CIIICM	 	A-Safe
    Mini Storage Portfolio	 	8/1/2025	 	120	 	117	 	360	 	360	 	NAP	 	L(27),D(90),O(3)	 	Fee	 	0	 	N	 	NAP	 	Drennan
    Equity Pineville, LLC	 	0.0050%
	76.01	 	CIIICM	 	A-Safe
    Mini Storage Pineville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	76.02	 	CIIICM	 	A-Safe
    Mini Storage Ball	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	77	 	WFB	 	City
    Center Retail - Lansing	 	9/11/2025	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	5	 	N	 	NAP	 	Grenadier
    City Center, LLC	 	0.0050%
	78	 	CIIICM	 	Parkway
    Pointe	 	8/5/2025	 	120	 	117	 	360	 	360	 	NAP	 	L(27),D(90),O(3)	 	Fee	 	0	 	N	 	NAP	 	Parkway
    Pointe Properties, LLC	 	0.0050%
	79	 	CIIICM	 	Infinite
    Self Storage LaPorte	 	11/1/2025	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	N	 	NAP	 	Infinite
    Self-Storage of LaPorte, LLC	 	0.0050%
	80	 	Basis
    	 	DaVita
    Dialysis (Lakewood, CO)	 	11/01/2025	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(93),O(3)	 	Fee	 	5	 	N	 	NAP	 	Pierce
    Realty, LLC	 	0.0050%
	81	 	CIIICM	 	Getzville
    Plaza	 	10/1/2025	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	N	 	NAP	 	Getzville
    Plaza 2006, LLC	 	0.0050%
	82.00	 	CIIICM	 	Riviera
    Estates & Elm Grove MHP	 	8/5/2025	 	120	 	117	 	360	 	357	 	NAP	 	L(27),D(90),O(3)	 	Fee	 	0	 	N	 	NAP	 	Lesley’s
    Mobile Estates LLC	 	0.0050%
	82.01	 	CIIICM	 	Elm
    Grove MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	82.02	 	CIIICM	 	Riviera
    Estates MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	83	 	WFB	 	CVS
    - Montgomery, AL	 	9/11/2020	 	60	 	58	 	360	 	358	 	NAP	 	L(26),D(30),O(4)	 	Fee	 	5	 	N	 	NAP	 	R.M.
    Montgomery, LLC	 	0.0050%
	84	 	CIIICM	 	US
    23 Self Storage	 	11/1/2025	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	N	 	NAP	 	US
    23 Self Storage, LLC	 	0.0050%
	85	 	CIIICM	 	Idaho
    Self Storage	 	9/1/2025	 	120	 	118	 	360	 	360	 	NAP	 	L(26),D(91),O(3)	 	Fee	 	0	 	N	 	NAP	 	Idaho
    Self Storage Fairview, L.C.	 	0.0050%
	86	 	WFB	 	WAG
    - Staten Island	 	10/11/2020	 	60	 	59	 	IO	 	IO	 	NAP	 	L(25),D(31),O(4)	 	Leasehold	 	5	 	N	 	NAP	 	Massi
    Staten Island, LLC	 	0.0050%
	87	 	WFB	 	CVS
    - Douglas, GA	 	9/11/2020	 	60	 	58	 	360	 	358	 	NAP	 	L(26),D(30),O(4)	 	Fee	 	5	 	N	 	NAP	 	R.M.
    Douglas, LLC	 	0.0050%
	88	 	CIIICM	 	Valley
    Palms MHC	 	8/1/2025	 	120	 	117	 	360	 	360	 	NAP	 	L(27),D(90),O(3)	 	Fee	 	0	 	N	 	NAP	 	Valley
    Palms MHP, L.L.C.	 	0.0050%
	89	 	CIIICM	 	Summerhaven
    MHP	 	11/1/2025	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	N	 	NAP	 	Summer
    Haven Forney, LLC	 	0.0050%
	90	 	RMF	 	Benbrook
    Commons	 	9/6/2025	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	0	 	N	 	NAP	 	Benbrooke
    Shopping Center, LLC	 	0.0050%
	91	 	WFB	 	Bell
    Plaza	 	10/11/2020	 	60	 	59	 	360	 	359	 	NAP	 	L(25),D(29),O(6)	 	Fee	 	5	 	N	 	NAP	 	Orsett/Bell
    Properties Limited Partnership	 	0.0725%
	92	 	SG	 	Shadow
    Trace	 	08/01/2025	 	120	 	117	 	360	 	357	 	NAP	 	L(27),GRTR
    1% or YM(89),O(4)	 	Fee	 	5	 	N	 	NAP	 	Shadow
    Trace Partners, LLC	 	0.0050%
	93	 	CIIICM	 	James
    Plaza	 	9/5/2025	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(91),O(3)	 	Fee	 	0	 	N	 	NAP	 	James
    Plaza, L.L.C.	 	0.0050%
	94	 	Basis
    	 	Scioto
    Apartments	 	10/01/2025	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	N	 	NAP	 	Scioto
    LLC	 	0.0050%
	95	 	CIIICM	 	Cahaba
    Mobile Home Estates	 	9/1/2020	 	60	 	58	 	360	 	358	 	NAP	 	L(26),D(10),O(24)	 	Fee	 	0	 	N	 	NAP	 	Cahaba
    MHP LLC	 	0.0050%
	96	 	CIIICM	 	Infinite
    Self Storage South Chicago	 	11/1/2025	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	N	 	NAP	 	Infinite
    Self-Storage of South Chicago Heights LLC	 	0.0050%
	97	 	CIIICM	 	Oaks
    MHC	 	11/1/2025	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(93),O(3)	 	Fee	 	0	 	N	 	NAP	 	Oaktrail
    Associates Limited Partnership	 	0.0050%
	98	 	Basis
    	 	Ivywood
    Apartments	 	10/01/2025	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	N	 	NAP	 	Ivywood
    67 LLC	 	0.0050%
	99	 	CIIICM	 	Lake
    Bambi MHP	 	9/5/2025	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(91),O(3)	 	Fee	 	0	 	N	 	NAP	 	Lake
    Bambi MHP RV LLC	 	0.0050%
	100	 	CIIICM	 	Little
    Street Village MHP	 	11/1/2025	 	120	 	120	 	300	 	300	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	N	 	NAP	 	Sister
    Stuff, LLC	 	0.0050%
	101	 	CIIICM	 	Westgate
    Park MHC	 	10/5/2025	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(92),O(3)	 	Fee	 	0	 	N	 	NAP	 	Westgate
    Mobile Estates, LLC	 	0.0050%
	102	 	Basis
    	 	Newberry
    Woods Apartments	 	10/01/2025	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	N	 	NAP	 	Newberry
    Woods Associates, LLC	 	0.0050%


 






     


     


    

 





 


SCHEDULE II


 


SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE
DELIVERY

(under Section 2.02(a) of this Agreement)


 


None.


 






    	S-II-1



    	 



    

 







 








 


SCHEDULE III


 


SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT
OF COMPLIANCE


 


The assessment of compliance
to be delivered shall address, at a minimum, the criteria identified below as “Relevant Servicing Criteria”, provided
that, for the avoidance of doubt this Schedule III shall not require any assessment of any criterion to the extent that the
assessment of such criterion is not required under the terms of Regulation AB. In addition, this Schedule III 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 Schedule III 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.


 


	 	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 
	 	General 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
	1122(d)(1)(v)	Aggregation of information, as applicable., is mathematically accurate and the information conveyed accurately reflects the information.1	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.	Trustee2

Master Servicer

Special Servicer



 





 






1 The
servicing criteria in Item 1122(d)(1)(v) of Regulation AB shall be applicable on and after November 23, 2015.


2 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.






 






    	S-III-1



    	 



    

 


	 	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 
	 	General Servicing Considerations	 
	 	 	 
	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
	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 Securities 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.	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 Servicer.	
        Certificate Administrator

        Trust Advisor*

         

        *(C) and (D) are not
        applicable.

         

	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



 






    	S-III-2



    	 



    

 


	 	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 
	 	General Servicing Considerations	 
	 	 	 
	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 Servicer’s records regarding the mortgage loans agree with the 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

Trust Advisor
	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 	Master Servicer



 






    	S-III-3



    	 



    

 


	 	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 
	 	General Servicing Considerations	 
	 	 	 
	 	obligor, unless the late payment was due to the obligor’s error or omission.	 
	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


 


 






    	S-III-4



    	 



    

 


SCHEDULE IV


 


DESIGNATED SUB-SERVICERS


 


		1.	Bellwether Enterprise Real Estate Capital, LLC



		2.	Bernard Financial Corporation



		3.	First Charter Financial Corporation



		4.	Holliday Fenoglio Fowler, L.P.



		5.	NRC Group, Inc.



		6.	Prudential Asset Resources, Inc.



		7.	Wells Fargo Bank, National Association



 






    	S-IV-1



    	 



    

 





SCHEDULE V


 


ADDITIONAL FORM 10-D DISCLOSURE


 


The parties identified in
the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following
items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 11.07
of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate Administrator 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 financial statements 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,
the Special Servicer and the Trust Advisor (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the
absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator,
the Trustee, the Master Servicer, the Special Servicer and the Trust Advisor (in its capacity as such) shall be entitled to conclusively
assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. If
there is more than one Master Servicer at any given time, in no event shall a Master Servicer be required to provide any information
for inclusion in a Form 10-D that relates to any Mortgage Loan for which such Master Servicer is not the Master Servicer.
If there is more than one Special Servicer at any given time, in no event shall a Special Servicer be required to provide any information
for inclusion in a Form 10-D that relates to any Mortgage Loan for which such Special Servicer is not the Special Servicer.
For this Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer, the Special
Servicer and the Trust Advisor (in its capacity as such) 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 other than a party identified
as such in the Prospectus Supplement.


 


	Item on Form 10-D	Party Responsible
	Item 1:  Distribution and Pool Performance Information:  Only with respect to any information required by 1121 which is NOT included on the Distribution Date Statement	
        ·     Master
        Servicer (only with respect to 1121(a)(12) as to non-Specially Serviced Loans)

        ·     Special
        Servicer (only with respect to 1121(a)(12) as to Specially Serviced Loans)

        ·     Depositor

        ·     Certificate
        Administrator

	Item 2:  Legal Proceedings:

Item 1117 of Regulation AB (to the extent material to Certificateholders)	
        ·     Master
        Servicer (as to itself)

        ·     Special
        Servicer (as to itself)

        ·     Trustee
        (as to itself)

        ·     Certificate
        Administrator (as to itself)

        ·     Depositor
        (as to itself)

        ·     Trust
        Advisor (as to itself)

        ·     Any
        other Reporting Servicer (as to itself)

        ·     Trustee/Master
        Servicer/Depositor/Special Servicer



 






    	S-V-1



    	 



    

 


	Item on Form 10-D	Party Responsible
	 	
        as to the Trust

        ·     Each
        Mortgage Loan Seller (as to itself and as to each Originator (as contemplated by Item 1110(b) of Regulation AB) of one
        or more Mortgage Loans sold by such Mortgage Loan Seller)

        ·     Depositor
        (as to any 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	·     Master Servicer
	Item 7:  Change in Sponsor Interest in the Securities	·     Each Mortgage Loan Seller (as to itself and its affiliates)
	Item 8:  Significant Enhancement Provider Information	·     N/A
	Item 9:  Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)	
        ·     Certificate
        Administrator (with respect to the balances of the Distribution Account and the Interest Reserve Account as of the related Distribution
        Date and the preceding Distribution Date)

        ·     The
        Certificate Administrator and any other party responsible for disclosure items on Form 8-K to the extent of such items (which,
        pursuant to Section 8 of the related Mortgage Loan Purchase Agreement, does not include the Mortgage Loan Sellers)

	Item 10:  Exhibits	
        ·     Depositor
        (exhibits required by Item 601 of Regulation S-K, such as material agreements)

        ·     Certificate
        Administrator (Distribution Date Statement)



 






    	S-V-2



    	 



    

 


SCHEDULE VI


 


ADDITIONAL FORM 10-K DISCLOSURE


 


The parties identified in
the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following
items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 11.07
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 financial statements 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,
the Special Servicer and the Trust Advisor (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the
absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator,
the Trustee, the Master Servicer, the Special Servicer and the Trust Advisor (in its capacity as such) shall be entitled to conclusively
assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. If
there is more than one Master Servicer at any given time, in no event shall a Master Servicer be required to provide any information
for inclusion in a Form 10-K that relates to any Mortgage Loan for which such Master Servicer is not the Master Servicer.
If there is more than one Special Servicer at any given time, in no event shall a Special Servicer be required to provide any information
for inclusion in a Form 10-K that relates to any Mortgage Loan for which such Special Servicer is not the Special Servicer.
For this Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer, the Special
Servicer and the Trust Advisor (in its capacity as such) 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 other than a party identified
as such in the Prospectus Supplement.


 


	Item on Form 10-K	Party Responsible
	Item 1B:  Unresolved Staff Comments	·     Depositor
	Item 9B:  Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)	·     Any party responsible for disclosure items on Form 8-K to the extent of such items (which, pursuant to Section 8 of the related Mortgage Loan Purchase Agreement, does not include the Mortgage Loan Sellers)
	Item 15:  Exhibits, Financial Statement Schedules	
        ·     Certificate
        Administrator

        ·     Depositor

	Additional Item:

Disclosure per Item 1117 of Regulation AB (to the extent material to Certificateholders)	
        ·     Master
        Servicer (as to itself)

        ·     Special
        Servicer (as to itself)

        ·     Certificate
        Administrator (as to itself)

        ·     Trustee
        (as to itself)

        ·     Depositor
        (as to itself)

        ·     Trust
        Advisor (as to itself)



 






    	S-VI-1



    	 



    

 


	Item on Form 10-K	Party Responsible
	 	
        ·     Any
        other Reporting Servicer (as to itself)

        ·     Trustee/Certificate
        Administrator/ Master Servicer/Depositor/Special Servicer as to the Trust

        ·     Each
        Mortgage Loan Seller (as to itself and as to each Originator (as contemplated by Item 1110(b) of Regulation AB) of one or more
        Mortgage Loans sold by such Mortgage Loan Seller)

        ·     Depositor
        (as to any party under Item 1100(d)(1) of Regulation AB)

	Additional Item:

Disclosure per Item 1119 of Regulation AB	
        ·     Master
        Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 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 (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with the Trustee,
        Certificate Administrator, Master Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3))

        ·     Certificate
        Administrator (as to itself) (to the extent material to Certificateholders)

        ·     Trustee
        (as to itself) (to the extent material to Certificateholders)

        ·     Depositor
        (as to itself)

        ·     Depositor
        (as to the Trust)

        ·     Each
        Mortgage Loan Seller (as to itself and as to each Originator under Item 1110 of Regulation AB relating to one or more
        Mortgage Loans sold by such Mortgage Loan Seller)

        ·     Trust
        Advisor (as to itself)

        ·     Depositor
        (as to any party under Item 1100(d)(1) of Regulation AB)

	Additional Item:

Disclosure per Item 1112(b) of Regulation AB	Master Servicer
	Additional Item:

Disclosure per Items 1114(b)(2) and 1115(b) of Regulation AB	N/A


 






    	S-VI-2



    	 



    

 


SCHEDULE VII


 


FORM 8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 11.10 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 (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the
absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that
there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. If there is more
than one Master Servicer at any given time, in no event shall a Master Servicer be required to provide any information for inclusion
in a Form 8-K that relates to any Mortgage Loan for which such Master Servicer is not the Master Servicer. If there is more
than one Special Servicer at any given time, in no event shall a Special Servicer be required to provide any information for inclusion
in a Form 8-K that relates to any Mortgage Loan for which such Special Servicer is not the Special Servicer. For this Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its
capacity as such) 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 other than a party identified as such in the Prospectus Supplement.


 


	Item on Form 8-K	Party Responsible
	Item 1.01- Entry into a Material Definitive Agreement



Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party.



Examples:  servicing agreement, custodial agreement.



Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus	·     Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements to which such entity is a party or entered into by such party on behalf of the Trust)
	Item 1.02- Termination of a Material Definitive Agreement



Disclosure is required regarding termination of  any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party.



Examples: servicing agreement, custodial agreement.	·     Trustee/Certificate Administrator/ Master Servicer/Depositor/Special Servicer as to the Trust  (only as to the agreements to which such entity is a party or entered into by such party on behalf of the Trust)
	Item 1.03- Bankruptcy or Receivership	·     Depositor


 






    	S-VII-1



    	 



    

 


	Item on Form 8-K	Party Responsible
	Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement



Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule.



Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the certificateholders.	
        ·     Depositor

        ·     Certificate
        Administrator

	Item 3.03- Material Modification to Rights of Security Holders



Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement.	·     Certificate Administrator
	Item 5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year



Disclosure is required of any amendment “to the governing documents of the issuing entity”.	·     Depositor
	Item 6.01- ABS Informational and Computational Material	·     Depositor
	Item 6.02- Change of Servicer or Trustee 



Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report, other material servicers or trustee.	
        ·     Master
        Servicer (as to itself or a servicer retained by it)

        ·     Special
        Servicer (as to itself or a servicer retained by it)

        ·     Certificate
        Administrator

        ·     Trustee

        ·     Depositor

	Reg AB disclosure about any new servicer or master servicer is also required.	·     Master Servicer (as to itself or a servicer retained by it) or Special Servicer (as to itself or a servicer retained by it), as applicable
	Reg AB disclosure about any new Trustee is also required.	·     Trustee
	Reg AB disclosure about any new Certificate Administrator is also required.	·     Certificate Administrator
	Item 6.03- Change in Credit Enhancement or External Support	N/A
	Item 6.04- Failure to Make a Required Distribution	·     Certificate Administrator
	Item 6.05- Securities Act Updating Disclosure



If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool.



If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively.	·     Depositor
	Item 7.01- Regulation FD Disclosure	·     Depositor


 






    	S-VII-2



    	 



    

 


	Item on Form 8-K	Party Responsible
	Item 8.01 – Other Events



Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders.	·     Depositor
	Item 9.01 – Financial Statements and Exhibits	·     Responsible party for reporting/disclosing the financial statement or exhibit


  






    	S-VII-3



    	 



    

 


SCHEDULE VIII


 


INITIAL NOI INFORMATION FOR SIGNIFICANT
OBLIGORS


  


None.


 






    	S-VIII-1



    	 



    

 


SCHEDULE IX


 


SCHEDULE OF INITIAL SERVICED PARI PASSU
COMPANION LOAN HOLDER(S)


 


	Companion Loan(s)	Initial Companion Loan Holder
	Sheraton Lincoln Harbor Hotel	
        Rialto Mortgage Finance, LLC

        600 Madison Avenue, 12th Floor

        New York, NY 10022

        Attention: Andrew Snow

         

        with a copy to: 

         

        Cadwalader, Wickersham & Taft LLP

        One World Financial Center

        New York, New York 10281

        Attention: Frank Polverino

        Facsimile No: (212) 504-6666 

	CityPlace I	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


 






    	S-IX-1



    	 



    

 


SCHEDULE X


 


CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


 





	Distribution Date	 	
        Class A-SB

        Planned Principal

        Balance ($)
	 	Distribution Date	 	
        Class A-SB

        Planned Principal

        Balance ($)

	December 2015	 	67,302,000.00	 	April 2019	 	67,302,000.00
	January 2016	 	67,302,000.00	 	May 2019	 	67,302,000.00
	February 2016	 	67,302,000.00	 	June 2019	 	67,302,000.00
	March 2016	 	67,302,000.00	 	July 2019	 	67,302,000.00
	April 2016	 	67,302,000.00	 	August 2019	 	67,302,000.00
	May 2016	 	67,302,000.00	 	September 2019	 	67,302,000.00
	June 2016	 	67,302,000.00	 	October 2019	 	67,302,000.00
	July 2016	 	67,302,000.00	 	November 2019	 	67,302,000.00
	August 2016	 	67,302,000.00	 	December 2019	 	67,302,000.00
	September 2016	 	67,302,000.00	 	January 2020	 	67,302,000.00
	October 2016	 	67,302,000.00	 	February 2020	 	67,302,000.00
	November 2016	 	67,302,000.00	 	March 2020	 	67,302,000.00
	December 2016	 	67,302,000.00	 	April 2020	 	67,302,000.00
	January 2017	 	67,302,000.00	 	May 2020	 	67,302,000.00
	February 2017	 	67,302,000.00	 	June 2020	 	67,302,000.00
	March 2017	 	67,302,000.00	 	July 2020	 	67,302,000.00
	April 2017	 	67,302,000.00	 	August 2020	 	67,302,000.00
	May 2017	 	67,302,000.00	 	September 2020	 	67,302,000.00
	June 2017	 	67,302,000.00	 	October 2020	 	67,301,699.89
	July 2017	 	67,302,000.00	 	November 2020	 	66,340,703.40
	August 2017	 	67,302,000.00	 	December 2020	 	65,269,300.47
	September 2017	 	67,302,000.00	 	January 2021	 	64,276,738.66
	October 2017	 	67,302,000.00	 	February 2021	 	63,280,150.31
	November 2017	 	67,302,000.00	 	March 2021	 	62,031,158.76
	December 2017	 	67,302,000.00	 	April 2021	 	61,025,461.10
	January 2018	 	67,302,000.00	 	May 2021	 	59,933,191.71
	February 2018	 	67,302,000.00	 	June 2021	 	58,918,982.95
	March 2018	 	67,302,000.00	 	July 2021	 	57,818,443.48
	April 2018	 	67,302,000.00	 	August 2021	 	56,795,655.29
	May 2018	 	67,302,000.00	 	September 2021	 	55,768,717.50
	June 2018	 	67,302,000.00	 	October 2021	 	54,655,809.46
	July 2018	 	67,302,000.00	 	November 2021	 	53,620,190.05
	August 2018	 	67,302,000.00	 	December 2021	 	52,498,846.24
	September 2018	 	67,302,000.00	 	January 2022	 	51,454,475.52
	October 2018	 	67,302,000.00	 	February 2022	 	50,405,867.33
	November 2018	 	67,302,000.00	 	March 2022	 	49,109,698.81
	December 2018	 	67,302,000.00	 	April 2022	 	48,051,577.42
	January 2019	 	67,302,000.00	 	May 2022	 	46,908,368.82
	February 2019	 	67,302,000.00	 	June 2022	 	45,841,315.46
	March 2019	 	67,302,000.00	 	July 2022	 	44,689,427.83



 






    	S-X-1



    	 



    

 


	Distribution Date	 	
        Class A-SB

        Planned Principal

        Balance ($)
	 	Distribution Date	 	
        Class A-SB

        Planned Principal

        Balance ($)

	August 2022	 	43,613,370.79	 	March 2024	 	20,395,666.36
	September 2022	 	42,519,841.19	 	April 2024	 	19,121,084.08
	October 2022	 	41,340,469.26	 	May 2024	 	17,752,036.44
	November 2022	 	40,237,723.10	 	June 2024	 	16,466,698.50
	December 2022	 	39,023,870.14	 	July 2024	 	15,087,199.67
	January 2023	 	37,888,824.21	 	August 2024	 	13,791,019.50
	February 2023	 	36,749,175.55	 	September 2024	 	12,489,565.69
	March 2023	 	35,355,087.88	 	October 2024	 	11,094,407.17
	April 2023	 	34,205,165.77	 	November 2024	 	  9,781,981.38
	May 2023	 	32,967,640.63	 	December 2024	 	  8,376,161.47
	June 2023	 	31,808,037.13	 	January 2025	 	  7,052,675.38
	July 2023	 	30,561,104.77	 	February 2025	 	  5,723,804.15
	August 2023	 	29,391,742.19	 	March 2025	 	  4,126,961.34
	September 2023	 	28,217,637.23	 	April 2025	 	  2,786,184.65
	October 2023	 	26,956,614.09	 	May 2025	 	  1,352,816.35
	November 2023	 	25,708,723.98	 	June 2025	 	            751.10
	December 2023	 	24,365,612.94	 	July 2025 and	 	 
	January 2024	 	23,107,182.04	 	thereafter	 	                0.00
	February 2024	 	21,843,631.62	 	 	 	 


 






    	S-X-2



    	 



    

 


SCHEDULE XI


 


DESIGNATED ESCROW/RESERVE MORTGAGE LOANS


 


		1.	Palouse Mall



 


		2.	Reynolds MHC Portfolio 1



 


		3.	Avalon MHC



 



    	S-XI-1